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Legislation #: 080278 Introduction Date: 3/13/2008
Type: Ordinance Effective Date: 9/21/2008
Sponsor: None
Title: Authorizing and directing the issuance, sale and delivery of not to exceed $260,000,000.00 principal amount of Water Refunding and Improvement Revenue Bonds, Series 2008A, of the City of Kansas City, Missouri, prescribing the form and details of such revenue bonds; and authorizing certain actions and documents and prescribing other matters relating thereto.

Legislation History
DateMinutesDescription
3/13/2008 Filed by the Clerk's office
3/13/2008 Referred to Finance and Audit Committee
3/19/2008 Hold Off Agenda
9/10/2008 Advance and Do Pass as a Committee Substitute, Debate
9/11/2008 Passed as Substituted

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080278.pdf Authenticated 988K Authenticated
http://kansascity.granicus.com/ViewSearchResults.php?view_id=2&keywords=080278 Video Link 0K http://kansascity.granicus.com/ViewSearchResults.php?view_id=2&keywords=080278
Summary of Major Changes (10 comp 5 (version on City System).doc Other 52K Summary of Major Changes
Water 2008B- Revised Project List and Useful Life Needed Jun_19_08.xls Other 44K Project List
Water 2008B Revised Series Fact Sheet.xls Fact Sheet 52K Fact Sheet
Water 2008B Revised Series Fiscal Note.xls Fiscal Note 24K Fiscal Note
Water 2008A Series Fiscal Note.xls Fiscal Note 24K Fiscal Note
Water104BondProjList-23Feb08.xls Other 45K Project List
Water 2008A Series Fact Sheet.xls Fact Sheet 52K Fact Sheet

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COMMITTEE SUBSTITUTE FOR ORDINANCE NO. 080278

 

Authorizing and directing the issuance, sale and delivery of not to exceed $260,000,000.00 principal amount of Water Refunding and Improvement Revenue Bonds, Series 2008A, of the City of Kansas City, Missouri, prescribing the form and details of such revenue bonds; and authorizing certain actions and documents and prescribing other matters relating thereto.

 

WHEREAS, authorizing and directing the issuance, sale and delivery of not to exceed $260,000,000 principal amount of Water Refunding and Improvement Revenue Bonds, Series 2008B, of the City of Kansas City, Missouri, prescribing the form and details of such revenue bonds; and authorizing certain actions and documents and prescribing other matters relating thereto; and

 

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 (the State) and the Citys Charter, as amended, approved by the voters for its government (the Charter), and owns and operates a revenue producing waterworks system (the System); and

 

WHEREAS, the City desires to make certain additions, extensions and improvements to the System and is authorized under the provisions of the Constitution and statutes of the State and its Charter to issue and sell revenue bonds for the purpose of providing funds for such purposes, upon obtaining the required voter approval and provided that the principal of and interest on such revenue bonds shall be payable solely from the revenues derived from the operation of the System; and

 

WHEREAS, pursuant to such authority, a special bond election was duly held in the City on August 2, 2005 (the 2005 Election) on the following question:

 

QUESTION NO. 1

 

Shall the City of Kansas City, Missouri issue and sell waterworks revenue bonds in the principal amount of $250,000,000.00 for the purpose of extending and improving the waterworks system of the City including, without limitation (1) the continued expansion of the water main transmission system, (2) replacement of small water mains, (3) replacements of and additions to the water treatment plant, major pump stations, and other water facilities, and (4) ensuring a reliable water supply to include intake modifications and/or supplemental ground water supply, with the principal and interest of said bonds to be payable solely from the revenues derived by the City from the operation of its waterworks system, including all future improvements and extensions thereto?

 

and it was found and determined that more than a simple majority of the qualified electors of the City voting on the question had voted in favor of the issuance of said revenue bonds for the purpose aforesaid, the vote on said question having been 15,525 votes for the question to 5,347 votes against the question; and

 

WHEREAS, the City has previously issued $24,910,000 of water revenue bonds authorized pursuant to the 2005 Election. $225,090,000 of the water revenue bonds authorized pursuant to the 2005 Election remain unissued. The City proposes to issue water revenue bonds so authorized to provide funds for said purpose; and

 

WHEREAS, plans for such additions, extensions and improvements and an estimate of the cost thereof have been prepared and made by the Director of the Department of Water Services of the City and the Consulting Engineer (as defined below) and the same are hereby accepted and approved and are on file in the office of the Director of Water Services; and

 

WHEREAS, the City has heretofore issued its Water Refunding Revenue Bonds, Series 1996A in the original principal amount of $45,550,000, of which $8,135,000 principal amount remains outstanding (the Series 1996A Refunded Bonds); and

 

WHEREAS, the City desires to issue its water refunding revenue bonds for the purpose of currently refunding the Series 1996A Refunded Bonds; and

 

WHEREAS, the City has heretofore issued its Water Revenue Bonds, Series 1996B in the original principal amount of $28,000,000, of which $16,080,000 principal amount remains outstanding (the Series 1996B Refunded Bonds); and

 

WHEREAS, the City desires to issue its water refunding revenue bonds for the purpose of currently refunding the Series 1996B Refunded Bonds; and

 

WHEREAS, the City has heretofore issued its Water Refunding Revenue Bonds, Series 1998A in the original principal amount of $38,260,000, of which $25,005,000 principal amount remains outstanding (the Series 1998A Refunded Bonds); and

 

WHEREAS, the City desires to issue its water refunding revenue bonds for the purpose of currently refunding the Series 1998A Refunded Bonds; and

 

WHEREAS, the City has heretofore issued its Water Revenue Bonds, Series 1998B in the original principal amount of $14,410,000, of which $9,580,000 principal amount remains outstanding (the Series 1998B Refunded Bonds); and

 

WHEREAS, the City desires to issue its water refunding revenue bonds for the purpose of currently refunding the Series 1998B Refunded Bonds; and

 

WHEREAS, the City has heretofore issued its Water Revenue Bonds, Series 2000A in the original principal amount of $25,000,000, of which $18,515,000 principal amount remains outstanding (the Series 2000A Refunded Bonds); and

 

WHEREAS, the City desires to issue its water refunding revenue bonds for the purpose of advance refunding the Series 2000A Refunded Bonds; and

 

WHEREAS, the City has heretofore issued its Water Revenue Bonds, Series 2002C in the original principal amount of $17,500,000, of which $14,045,000 principal amount remains outstanding (the Series 2002C Refunded Bonds); and

 

WHEREAS, the City desires to issue its water refunding revenue bonds for the purpose of advance refunding the Series 2002C Refunded Bonds; and

 

WHEREAS, the City has heretofore issued its Water Revenue Bonds, Series 2004D in the original principal amount of $25,000,000, of which $24,750,000 principal amount remains outstanding (the Series 2004D Refunded Bonds); and

 

WHEREAS, the City desires to issue its water refunding revenue bonds for the purpose of advance refunding the Series 2004D Refunded Bonds; and

 

WHEREAS, the City has heretofore issued its Water Revenue Bonds, Series 2005F in the original principal amount of $30,000,000 of which $30,000,000 principal amount remains outstanding (the Series 2005F Refunded Bonds); and

 

WHEREAS, the City desires to issue its water refunding revenue bonds for the purpose of advance refunding the Series 2005F Refunded Bonds; and

 

WHEREAS, the City has heretofore issued its Subordinate Water Revenue Bonds, Series 2008A in the original principal amount of $35,000,000 of which $35,000,000 principal amount remains outstanding (the Series 2008A Subordinate Bonds); and

 

WHEREAS, the Series 1996A Refunded Bonds, the Series 1996B Refunded Bonds, the Series 1998A Refunded Bonds, the 1998B Refunded Bonds, the Series 2000A Refunded Bonds, the Series 2002C Refunded Bonds, the Series 2004D Refunded Bonds and the Series 2005F Refunded Bonds are collectively referred to herein as the (Refunded Bonds); and

 

WHEREAS, refunding the Refunded Bonds does not use any of the Citys voted authority; and

 

WHEREAS, the City has determined that it is necessary and desirable and in the best interests of the citizens of the area served by the System for the City to make the additions, extensions and improvements to the System described above and to refund the various series of Refunded Bonds, and to finance the costs of the foregoing by issuing its revenue bonds in the aggregate principal amount not to exceed $260,000,000; NOW, THEREFORE,

 

BE IT ORDAINED BY THE COUNCIL OF KANSAS CITY:

 

ARTICLE I

 

DEFINITIONS

 

Section 1.1. Definitions. For all purposes of this Ordinance, except as otherwise provided or unless the context otherwise requires, words and terms used in this Ordinance shall have the meanings set forth in Section 1.1 of the Master Bond Ordinance and the following meanings set forth in this Section. Any words and terms defined herein that are not already defined in the Master Bond Ordinance are intended to supplement the definitions contained therein. Any words and terms defined herein that are already defined in the Master Bond Ordinance are intended to replace and supersede such definitions already contained therein for purposes related to the Series 2008B Bonds. If any of the following definitions conflict with the definitions already set forth in the Master Bond Ordinance, the definitions set forth herein shall take precedence:

 

Bond Insurance Policy means, with respect to the Series 2008B Bonds, the financial guaranty insurance policy issued by the Bond Insurer that insures the scheduled payment of the principal of and interest on the Series 2008B Bonds.

Bond Insurer means Berkshire Hathaway Assurance Corporation, New York, New York, a New York corporation, and its successors and assigns.

 

Bond Ordinance means collectively this Ordinance and the Master Bond Ordinance.

 

Bond Registrar means any bank or trust company designated as such by the City in the Bond Ordinance with respect to any of the Bonds. Such Bond Registrar shall perform the duties required of the Bond Registrar in the Bond Ordinance. The Bank of New York Mellon Trust Company, N.A. is hereby designated as Bond Registrar for the Bonds; provided, however, that in connection with the issuance of any SRF Bonds, the City shall appoint such separate Bond Registrar designated by the issuer of the SRF Bonds.

 

Certificate of Final Terms means Exhibit C, executed and delivered by the Mayor pursuant to Section 14.3 hereof, in substantially the form attached as Exhibit D.

 

Escrow Agreement means one or more Escrow Deposit Agreements each dated as of October 1, 2008 between the City and the escrow agent named therein for one or more series of the Refunded Bonds, as the same may from time to time be amended or supplemented in accordance with its terms.

 

Master Bond Ordinance means Second Committee Substitute for Ordinance No. 080197 adopted by the City on August 14, 2008.

 

Ordinance means this Ordinance as from time to time amended.

 

Original Principal Amount means the principal amount of Series 2008B Bonds originally issued and delivered pursuant to the Master Bond Ordinance and this Ordinance, in the amount specified in the Certificate of Final Terms, subject to the terms in Exhibit C.

 

Paying Agent means any bank or trust company, including any successors and assigns thereof, authorized by the City to pay the Principal of, premium, if any, or interest on any Bonds on behalf of the City. Such Paying Agent shall perform the duties required of the Paying Agent in the Master Bond Ordinance and this Ordinance. The Bank of New York Mellon Trust Company, N.A., is hereby designated as Paying Agent for the Bonds; provided, however, that in connection with the issuance of any SRF Bonds, the City shall appoint such Paying Agent designated by the issuer of the SRF Bonds.

 

Refunded Bonds means collectively, the Series 1996A Refunded Bonds, the Series 1996B Refunded Bonds, the Series 1998A Refunded Bonds, the Series 1998B Refunded Bonds, the Series 2000A Refunded Bonds, the Series 2002C Refunded Bonds, the Series 2004D Refunded Bonds and the Series 2005F Refunded Bonds.

 

Senior Bonds means the Series 2008B Bonds and any Bonds, including Senior SRF Bonds, issued with a right to payment and secured by a lien on a parity with the Series 2008B Bonds (except with respect to any Credit Facility which may be available only to one or more series of Senior Bonds and except that Senior SRF Bonds shall not be secured by the Debt Service Reserve Account) pursuant to Section 5.3 of the Master Bond Ordinance.

 

Series 1996A Refunded Bonds means the Citys outstanding Water Refunding Revenue Bonds, Series 1996A authorized by Committee Substitute for Ordinance No. 960924.

 

Series 1996B Refunded Bonds means the Citys outstanding Water Revenue Bonds, Series 1996B authorized by Ordinance No. 961462.

 

Series 1998A Refunded Bonds means the Citys outstanding Water Revenue Bonds, Series 1998A authorized by Committee Substitute for Ordinance No. 980278.

Series 1998B Refunded Bonds means the Citys outstanding Water Revenue Bonds, Series 1998B authorized by Committee Substitute for Ordinance No. 980296.

 

Series 2000A Refunded Bonds means the Citys outstanding Water Revenue Bonds, Series 2000A authorized by Ordinance No. 000037.

 

Series 2002C Refunded Bonds means the Citys outstanding Water Revenue Bonds, Series 2002C authorized by Committee Substitute for Ordinance No. 020325.

 

Series 2004D Refunded Bonds means the Citys outstanding Water Revenue Bonds, Series 2004D authorized by Ordinance No. 040693.

 

Series 2005F Refunded Bonds means the Citys outstanding Water Revenue Bonds, Series 2005F authorized by Committee Substitute for Ordinance No. 050906.

 

Series 2008B Bonds means the Citys Water Refunding and Improvement Revenue Bonds, Series 2008B, in the original aggregate Principal amount not to exceed $260,000,000, authorized under Section 2.1.

 

Series 2008B Costs of Issuance Account means the account by that name within the Project Fund established in Article IV.

 

Series 2008B Official Statement means the final Official Statement respecting the Series 2008B Bonds.

 

Series 2008B Project means the extensions and improvements of the Citys waterworks system, as approved by the voters of the City at the 1996 Election and the 2005 Election.

 

Series 2008B Project Account means the account by that name within the Project Fund established in Article IV.

 

Series 2008B Rebate Subaccount means the subaccount by that name within the Rebate Account established in Article IV.

 

Underwriter means Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the original purchasers of the Series 2008B Bonds.

 

 

ARTICLE II

 

AUTHORIZATION OF THE SERIES 2008B BONDS

 

Section 2.1. Authorization of Series 2008B Bonds; Details. The City hereby authorizes the execution, issuance, and delivery of a series of Bonds to be designated City of Kansas City, Missouri Water Refunding and Improvement Revenue Bonds, Series 2008B, in the aggregate Principal amount not to exceed $260,000,000, which series of Bonds shall be executed, issued, and delivered under, and secured by, the Master Bond Ordinance and this Ordinance.

 

The Series 2008B Bonds shall be dated October 14, 2008. The Series 2008B Bonds shall be numbered in a convenient manner, established by the Bond Registrar and shown by the Bond Register.

 

The Series 2008B Bonds and the Bond Registrars Certificate of Authentication shall be in substantially the form set forth in Exhibit A attached hereto, with such variations, omissions, substitutions and insertions as are required or permitted by the Master Bond Ordinance and this Ordinance.

 

The Series 2008B Bonds shall bear interest at the rates per annum to be determined upon the sale of the Bonds as set forth in the Certificate of Final Terms, computed on the basis of a 360-day year consisting of twelve 30-day months, payable on December 1, 2008 and semiannually thereafter on each June 1 and December 1 of each year and shall mature on December 1 in the years and in the Principal amounts to be determined upon the sale of the Bonds as set forth in the Certificate of Final Terms, unless earlier called for redemption.

 

ARTICLE III

 

REDEMPTION OF SERIES 2008B BONDS

 

Section 3.1. Optional and Mandatory Redemption of Series 2008B Bonds.

 

(a) Optional Redemption of Series 2008B Bonds by City. At the option of the City, Series 2008B Bonds or portions thereof may be called for redemption and payment prior to maturity in whole or in part at any time in such amounts for each maturity as shall be determined by the City at a redemption price equal to 100% of the Principal amount, plus accrued interest thereon to the redemption date, as set forth in the Certificate of Final Terms.

 

(b) Mandatory Redemption of Series 2008B Bonds. In the event Term Bonds are issued, such Bonds shall be subject to mandatory redemption and payment prior to their maturity pursuant to the mandatory redemption requirements of this Section on the dates of the maturities for serial Bonds at the principal amount thereof plus accrued interest to the redemption date, without premium.

 

As and for a sinking fund for the retirement prior to maturity of the Series 2008B Bonds that are Term Bonds, there shall be deposited in the Payments Subaccount from the Revenue Fund an amount sufficient to redeem the Principal amounts of the Series 2008B Bonds on December 1 of each year as set forth in the Certificate of Final Terms (each such date being referred to as a mandatory redemption date). The City shall redeem such an aggregate Principal amount of the Series 2008B Bonds at a redemption price equal to the Principal amount thereof plus the interest due thereon to the mandatory redemption date.

 

ARTICLE IV

 

FUNDS AND ACCOUNTS

 

Section 4.1. Establishment of Funds and Accounts. In addition to the Funds and Accounts established in Section 4.2 of the Master Bond Ordinance, the City hereby establishes the following accounts, and the moneys deposited in such accounts shall be held in trust for the purposes set forth in the Master Bond Ordinance and this Ordinance:

 

4.1.1. Within the City of Kansas City, Missouri Waterworks Rebate Account in the Revenue Fund (the Rebate Account), a Series 2008B Rebate Subaccount.

 

4.1.2. Within the City of Kansas City, Missouri Waterworks Project Fund (the Project Fund), a Series 2008B Project Account and a Series 2008B Costs of Issuance Account.

 

Each account listed above shall be held within the account under which it is created. All accounts listed above are further described in Article IV of the Master Bond Ordinance, except for (i) the Rebate Subaccount as further described in Section 6.11 of the Master Bond Ordinance and (ii) the Project Fund as further described in Article XI of the Master Bond Ordinance.

 

ARTICLE V

 

GENERAL PROVISIONS

 

Section 5.1. Applicability of Master Bond Ordinance.Except as otherwise provided in this Ordinance, the provisions of the Master Bond Ordinance are hereby ratified, approved and confirmed and incorporated herein and shall be applicable to the authorization, execution, authentication, issuance, redemption, payment, sale and delivery of the Series 2008B Bonds, the custody and the distribution of the proceeds and the security, payment, redemption and enforcement of payment thereof. The requirements of Article V of the Master Bond Ordinance regarding the issuance of additional Bonds have been satisfied.

 

Section 5.2. General Authorization for Series 2008B Bonds. From and after the date of adoption of this Ordinance, the officials, employees, and agents of the City are hereby authorized to do all such acts and things and to execute and deliver any and all other documents, agreements, certificates and instruments as may be necessary or desirable in connection with the execution, delivery and sale of the Series 2008B Bonds, the investment of the proceeds of the Series 2008B Bonds and the transactions contemplated on the part of the City by this Ordinance. The Director of Finance and City Clerk are hereby authorized and directed to prepare and furnish to the Underwriter, when the Series 2008B Bonds are issued, certified copies of all proceedings and records of the City relating to the Series 2008B Bonds or to the Master Bond Ordinance and this Ordinance, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the Series 2008B Bonds as such facts appear from the books and records in such officers custody and control or as otherwise known to them. All such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein.

 

Section 5.3. Authorization of a Credit Facility. In order to enhance the Citys credit, it may be desirable for the City to arrange for a Credit Facility, insuring or guaranteeing the payment of the principal of and interest on all or a portion of the Series 2008B Bonds, to be issued by a bank, insurance company or other financial institution acceptable to the City. The Director of Finance is hereby authorized to negotiate and to execute any and all agreements with a Credit Facility Provider in order to effectuate the issuance of a Credit Facility, specifically including but not limited to any agreement necessary in order to reimburse the Credit Facility Provider for moneys advanced under a Credit Facility and to include any additional covenants or changes to the definition of Permitted Investments in the Master Bond Ordinance as required by the Credit Facility Provider. In the event moneys are advanced by a Credit Facility Provider, the City shall reimburse the Credit Facility Provider from all funds legally available to the Revenue Fund, subject to Section 4.3 of the Master Bond Ordinance.

 


ARTICLE VI

 

SALE AND APPLICATION OF PROCEEDS OF SERIES 2008B BONDS

 

Section 6.1. Sale and Terms of Series 2008B Bonds; Authorization and Execution of Purchase Contract and Certificate of Final Terms. The Series 2008B Bonds will be sold to the Underwriter under the terms of the Purchase Contract. The Mayor is authorized and directed to approve the purchase price for the Bonds, the principal amounts by maturity, the interest rates, the terms of credit enhancement and the other final terms of the Bonds, including applicable redemption provisions, subject to the limitations set forth in this Section and Exhibit B hereto, and in that connection, to execute and deliver the Certificate of Final Terms for and on behalf of and as the act and deed of the City, which approval will be conclusively evidenced by the Mayors execution of the Certificate of Final Terms. Upon execution, the Certificate of Final Terms will be attached to this Ordinance as Exhibit C, and the City Clerk is hereby authorized to file the Certificate of Final Terms with this Ordinance. The City is authorized to enter into the Purchase Contract in accordance with the Certificate of Final Terms. The Director of Finance is authorized to execute the Purchase Contract for and on behalf of and as the act and deed of the City.

 

Section 6.2. Application of Series 2008B Bond Proceeds. Upon the written request of the City, the Bond Registrar shall authenticate and deliver to DTC or hold the Series 2008B Bonds as Fast Agent for the benefit of the Beneficial Owners and shall receive a receipt for the Series 2008B Bonds. The net proceeds received from the sale of the Series 2008B Bonds shall be deposited simultaneously with the delivery of the Bonds as follows:

 

(a) All accrued interest received from the sale of the Bonds shall be deposited in the Payments Subaccount of the Sinking Fund Account and applied in accordance with Section 4.4 of the Master Bond Ordinance.

 

(b) Proceeds of the Series 2008B Bonds shall be deposited in the Series 2008B Rebate Subaccount of the Rebate Account in an amount as set forth in the Certificate of Final Terms.

 

(c)                Proceeds of the Series 2008B Bonds shall be deposited in the Series 2008B Costs of Issuance Account to pay the costs of issuing the Series 2008B Bonds as authorized by the Director of Finance, in an amount as set forth in the Certificate of Final Terms.

 

(d)               Proceeds of the Series 2008B Bonds in an amount sufficient for the payment of the principal of and interest on and the redemption premium on the Series 1996A Refunded Bonds, as set forth in the Certificate of Final Terms, shall be deposited in the escrow account established pursuant to the Escrow Agreement and shall be applied as provided therein.

 

(e)                Proceeds of the Series 2008B Bonds in an amount sufficient for the payment of the principal of and interest on and the redemption premium on the Series 1996B Refunded Bonds, as set forth in the Certificate of Final Terms, shall be deposited in the escrow account established pursuant to the Escrow Agreement and shall be applied as provided therein.

 

(f)                 Proceeds of the Series 2008B Bonds in an amount sufficient for the payment of the principal of and interest on and the redemption premium on the Series 1998A Refunded Bonds, as set forth in the Certificate of Final Terms, shall be deposited in the escrow account established pursuant to the Escrow Agreement and shall be applied as provided therein.

 

(g)                Proceeds of the Series 2008B Bonds in an amount sufficient for the payment of the principal of and interest on and the redemption premium on the Series 1998B Refunded Bonds, as set forth in the Certificate of Final Terms, shall be deposited in the escrow account established pursuant to the Escrow Agreement and shall be applied as provided therein.

 

(h) Proceeds of the Series 2008B Bonds in an amount, which together with the earnings to accrue thereon, will be sufficient for the payment of the principal of and interest on the Series 2000A Refunded Bonds, as set forth in the Certificate of Final Terms, shall be deposited in the escrow account established pursuant to the Escrow Agreement and shall be applied as provided therein.

 

(i) Proceeds of the Series 2008B Bonds in an amount, which together with the earnings to accrue thereon, will be sufficient for the payment of the principal of and interest on the Series 2002C Refunded Bonds, as set forth in the Certificate of Final Terms, shall be deposited in the escrow account established pursuant to the Escrow Agreement and shall be applied as provided therein.

 

(j) Proceeds of the Series 2008B Bonds in an amount, which together with the earnings to accrue thereon, will be sufficient for the payment of the principal of and interest on the Series 2004D Refunded Bonds, as set forth in the Certificate of Final Terms, shall be deposited in the escrow account established pursuant to the Escrow Agreement and shall be applied as provided therein.

 

(k) Proceeds of the Series 2008B Bonds in an amount, which together with the earnings to accrue thereon, will be sufficient for the payment of the principal of and interest on the Series 2005F Refunded Bonds, as set forth in the Certificate of Final Terms, shall be deposited in the escrow account established pursuant to the Escrow Agreement and shall be applied as provided therein.

 

(l) The remaining proceeds of the Series 2008B Bonds, including any premium received from the sale of the Bonds, shall be deposited in the Series 2008B Project Account as set forth in the Certificate of Final Terms.

 

Section 6.3. Moneys in the Series 2008B Costs of Issuance Account. Moneys in the Costs of Issuance Account shall be applied as provided in Section 11.1(b) of the Master Bond Ordinance.

 

 

ARTICLE VII

 

BOND INSURER PROVISIONS

 

Section 7.1. Bond Insurer Provisions. The provisions of this Section 7.1 shall govern, notwithstanding anything to the contrary set forth in the Bond Ordinance.

 

(a) Acceleration and Annulment

 

Any acceleration of the Series 2008B Bonds or any annulment thereof is subject to the prior written consent of the Bond Insurer.

 

(b) Notice of Default to the Bond Insurer

 

(1) Paying Agent and the City will provide immediate notice to Bond Insurer of any payment default on the Series 2008B Bonds and notice of any other Event of Default known to the Paying Agent or the City within 30 days of the Paying Agents or the Citys knowledge thereof.

 

(2) For all purposes of the Bond Ordinance in addition to receiving notice of default to Bondholders, the Bond Insurer shall be deemed to be a Bondholder of the Series 2008B Bonds.

 

(c) Notice and Direction of Remedies by the Bond Insurer

 

Bond Insurer is a party in interest and is a party entitled to (i) give notice to the City and the Paying Agent of the occurrence of an Event of Default and the Paying Agent is required to accept notice of default from the Bond Insurer and (ii) direct the Paying Agent to intervene in judicial proceedings that affect the Series 2008B Bonds or the security therefore and (iii) direct the Paying Agent to initiate judicial proceedings to enforce the terms of the financing documents.

 

(d) Amendments to Bond Ordinance

 

(1) Any amendment or supplement to the Bond Ordinance requiring consent of Bondholders of the Series 2008B Bonds is also subject to written consent of the Bond Insurer before it shall become effective.

 

(2) Any Rating Agency having a rating in effect with respect to the Series 2008B Bonds must receive notice of each such amendment or supplement to the Bond Ordinance requiring consent of Bondholders of the Series 2008B Bonds and a copy thereof at least 15 days in advance of its becoming effective.

 

(3) Bond Insurer shall be provided with a full transcript of all proceedings relating to the execution of any such amendment or supplement.

 

(e) Fiduciaries

 

(1) Bond Insurer shall be furnished with written notice of the resignation or removal of any Paying Agent and the appointment of any successor thereto.

 

(2) No resignation or removal of any of the following with respect to the Series 2008B Bonds will be effective until a successor has been appointed and has accepted the duties of the respective office: Paying Agent; Bond Registrar.

 

(f) Redemption, Purchase and Tender of the Series 2008B Bonds

 

(1) Notice of any redemption of the Series 2008B Bonds shall either (i) explicitly state that the proposed redemption is conditioned on there being on deposit in the applicable fund or account on redemption date sufficient money to pay the full redemption price of the Series 2008B Bonds to be redeemed, or (ii) be sent only if sufficient money to pay the full redemption price of the Series 2008B Bonds to be redeemed is on deposit in the applicable fund or account.

 

(2) Neither the Bond Ordinance, nor the Series 2008B Bonds shall include, nor shall they be amended to include, provisions allowing the City to purchase the Series 2008B Bonds either outright or in lieu of redemption for purposes other than retiring the Series 2008B Bonds, without Bond Insurers consent. This covenant shall be applicable so long as the Series 2008B Bonds remain Outstanding.

 

(3) Payment of the purchase price of the Series 2008B Bonds due as a result of mandatory or optional tender, including a mandatory tender resulting from the conversion of an interest rate mode on the Series 2008B Bonds, shall not be covered by the Bond Insurance Policy.

 

(g) Reporting Requirements

 

Bond Insurer shall be provided with the following information so long as the Bond Insurance Policy is in effect:

 

(1) The budget and/or financial disclosures, if any, made and adopted by the City as respects any matters related to the Series 2008B Bonds;

 

(2) The official statement or other disclosure document(s), if any, prepared in connection with the issuance of any additional debt on parity with or senior to the Series 2008B Bonds;

 

(3) Notice of any drawing upon or deficiency due to market fluctuation in the amount, if any, on deposit, in the debt service reserve fund;

 

(4) Notice of redemption, other than mandatory sinking fund redemption, of any of the Series 2008B Bonds, or of any advance refunding of the Series 2008B Bonds, including the principal amount, maturities, and CUSIP numbers thereof;

 

(5) Notice of any material events pursuant to Rule 15c2-12 of the Securities and Exchange Act of 1934, as amended relating to the Series 2008B Bonds, all obligations relating to the Series 2008B Bonds, Net Operating Revenues, any other Pledged Revenues and any matters relating to the foregoing which may arise by amendment or supplement to the Bond Ordinance; and

 

(6) Such additional information as Bond Insurer may reasonably request in writing from time to time.

 

(h) Reimbursement of Bond Insurer

 

The City shall pay or reimburse Bond Insurer for any and all charges, fees, costs, and expenses that Bond Insurer may reasonably pay or incur in connection with the following: (i) the administration, enforcement, defense, or preservation of any rights or security hereunder, under any other transaction document; (ii) the pursuit of any remedies hereunder, under any other transaction document, or otherwise afforded by law or equity, (iii) any amendment waiver or other action with respect to or related to any transaction document whether or not executed or completed; (iv) the violation by the City of any law, rule, or regulation or any judgment, order or decree applicable to it; (v) any advances or payments made by Bond Insurer to cure defaults of the City under the transaction documents; or (vi) any litigation or other dispute in connection with any transaction document, or the transactions contemplated hereby or thereby, other than amounts resulting from the failure of Bond Insurer to honor its payment obligations under the Bond Insurance Policy. Bond Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver, or consent proposed in respect of any transaction document. The obligations of the City to Bond Insurer shall not terminate until all obligations owed to Bond Insurer have been fully satisfied.

 

(i) Duties in the Event of Deficiency

 

As long as the Bond Insurance Policy shall be in full force and effect, the City and any Paying Agent agree to comply with the following provisions:

 

(1) If, on any interest payment date for the Series 2008B Bonds there is not on deposit with the Paying Agent sufficient moneys available to pay all principal of and interest on the Series 2008B Bonds due on such date, the Paying Agent shall immediately notify Bond Insurer of the amount of such deficiency. In addition:

 

(a) The Paying Agent shall provide Bond Insurer with a list of the Bondholders entitled to receive principal or interest payments from Bond Insurer under the terms of the Bond Insurance Policy and shall make arrangements for Bond Insurer (I) to mail checks or drafts to Bondholders entitled to receive full or partial interest payments from Bond Insurer and (II) to pay principal of the Series 2008B Bonds surrendered to the Paying Agent by the Bondholders entitled to receive full or partial principal payments from Bond Insurer; and

 

(b) The Paying Agent shall, at the time it makes the Bond Register available to Bond Insurer pursuant to (a) above, notify Bondholders entitled to receive the payment of principal or interest on the Series 2008B Bonds from Bond Insurer (I) as to the fact of such entitlement, (II) that Bond Insurer will remit to them all or part of the interest payments coming due subject to the terms of the Bond Insurance Policy, (III) that, except as provided in paragraph (ii) below, in the event that any Bondholder is entitled to receive full payment of principal from Bond Insurer, such Bondholder must tender its Series 2008B Bond with the instrument of transfer in the form provided on the Series 2008B Bond executed in the name of Bond Insurer, and (IV) that, except as provided in paragraph (ii) below, in the event that such Bondholder is entitled to receive partial payment of principal from Bond Insurer such Bondholder must tender its Series 2008B Bond for payment first to the Paying Agent, which shall note on such Series 2008B Bond the portion of principal paid by the Paying Agent, and then, with an acceptable form of assignment executed in the name of Bond Insurer, to the Paying Agent, which will then pay the unpaid portion of principal to the Bondholder subject to the terms of the Bond Insurance Policy.

 

(2) In the event the Paying Agent has notice that any payment of principal of or interest on a Series 2008B Bond has been recovered from an Bondholder pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Paying Agent shall, at the time it provides notice to Bond Insurer, notify all Bondholders that in the event that any Bondholders payment is so recovered, such Bondholder will be entitled to payment from Bond Insurer to the extent of such recovery, and the Paying Agent shall furnish to Bond Insurer its records evidencing the payments of principal of and interest on the Series 2008B Bonds which have been made by the Paying Agent and subsequently recovered from Bondholders, and the dates on which such payments were made.

 

(j) Notice Address

 

The notice address for Bond Insurer is: Berkshire Hathaway Assurance Corporation, 100 First Stamford Place, Stamford, Connecticut 06902, Attention: General Counsel and Financial Guaranty Insurance Management.

 

 

ARTICLE VIII

 

MISCELLANEOUS PROVISIONS

 

Section 8.1. Official Statement. The use and distribution of the Series 2008B Official Statement is hereby authorized and approved by supplementing, amending and completing the Preliminary Official Statement in the form on file in the office of the Director of Finance, and the execution and delivery of the Series 2008B Official Statement in final form shall be and is hereby authorized, ratified, confirmed, and approved. The Director of Finance is hereby authorized and directed to ratify, confirm, approve, execute, and deliver the Series 2008B Official Statement on behalf of the City, and the execution of the Series 2008B Official Statement by the Director of Finance shall constitute conclusive evidence of each such officers ratification, confirmation, approval, and delivery thereof on behalf of the City.

 

Section 8.2. Escrow Agreements. The City covenants and agrees to enter into one or more Escrow Agreements in connection with all or a portion of the Refunded Bonds. The Director of Finance is authorized to enter in such Escrow Agreements substantially in the form on file with the office of the Director of Finance, with such changes therein as she deems necessary or desirable.

 

Section 8.3. Financial Guaranty Agreement. The City covenants and agrees to enter into a Financial Guaranty Agreement with Berkshire Hathaway Assurance Corporation. The Director of Finance is authorized to enter in such Financial Guaranty Agreement substantially in the form on file with the office of the Director of Finance, with such changes therein as she deems necessary or desirable.

 

Section 8.4. Approval of Contracts. The City hereby approves the selection (1) of Gilmore & Bell, P.C. and The Martinez Law Firm, LLC as co-bond counsel for the Bonds, (2) of Public Financial Management and TKG & Associates as the Citys co-financial advisors and (3) of Merrill Lynch, Pierce, Fenner & Smith Incorporated as the Underwriter, and approves and ratifies all contracts in connection with such selections.

 

Section 8.5. Amendment of Master Bond Ordinance. Section 4.3(b) of the Master Bond Ordinance is hereby amended to read as follows:

 

(b) Any money withdrawn from the funds and accounts described in clause (7) of Section 4.3(a) for use in making payments described in said clause (7) shall be released from the lien of the Bond Ordinance. If at any time the amounts in any account of the Sinking Fund Account are less than the amounts required by the Bond Ordinance, and there are not on deposit in the Renewal and Replacement Account or the Surplus Account available moneys sufficient to cure any such deficiency, then the City shall withdraw from the funds and accounts of the City relating to Subordinate Bonds which are not Subordinate SRF Bonds and deposit in such account of the Sinking Fund Account, as the case may be, the amount necessary (or all the moneys in such funds and accounts, if less than the amount required) to make up such deficiency.

 

Section 8.6. Severability. In case any one or more of the provisions of this Ordinance or of the Series 2008B Bonds shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Ordinance or of the Series 2008B Bonds, but this Ordinance and the Series 2008B Bonds shall be construed and enforced as if such illegal or invalid provision had not been contained therein. In case any covenant, stipulation, obligation or agreement contained in the Series 2008B Bonds or in this Ordinance shall for any reason be held to be unenforceable or in violation of law, then such covenant, stipulation, obligation or agreement shall be deemed to be the covenant, stipulation, obligation or agreement of the City to the full extent that the power to incur such obligation or to make such covenant, stipulation or agreement shall have been conferred on the City by law.

 

Section 8.7. Applicable Provisions of Law. This Ordinance shall be governed by and construed and enforced in accordance with the laws of the State and the Charter.

 

Section 8.8. Effective Date. This Ordinance shall take effect and be in full force ten (10) days after its passage.

 

_____________________________________________

 

Approved as to form and legality:

 

 

___________________________________

Heather A. Brown

Assistant City Attorney

 

 

 


EXHIBIT A

 

FORM OF SERIES 2008B BONDS

 

 

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

 

 

UNITED STATES OF AMERICA

STATE OF MISSOURI

 

CITY OF KANSAS CITY, MISSOURI

 

WATER REFUNDING AND IMPROVEMENT REVENUE BOND

SERIES 2008B

 

 

Registered Registered

No. R-_____ $__________

 

Maturity Date

Interest Rate

Dated

CUSIP

 

 

 

 

December 1, ____

 

_____________, 2008

 

 

REGISTERED OWNER: CEDE & CO.

 

PRINCIPAL AMOUNT: DOLLARS

 

 

CITY OF KANSAS CITY, MISSOURI (the City), a constitutional charter city and political subdivision duly organized and existing under the Constitution and laws of the State of Missouri, for value received, hereby promises to pay (but only out of the sources provided) to the registered owner identified above, or registered assigns, on the Maturity Date stated above unless this Bond shall have been called for redemption prior to maturity and payment of the redemption price shall have been duly made or provided for, the principal amount identified above and to pay (but only out of the sources provided) interest on the balance of such principal amount from time to time remaining unpaid from and including the date hereof or from and including the most recent Interest Payment Date (as hereinafter defined) with respect to which interest has been paid or duly provided for, until payment of such principal amount has been made, at the Interest Rate per annum shown above (computed on the basis of a 360-day year consisting of twelve 30-day months) on June 1 and December 1 of each year (each an Interest Payment Date) commencing December 1, 2008, until the payment of the principal amount of this Bond in full.

 

Principal of and redemption premium, if any, on this Bond are payable when due in lawful money of the United States of America upon presentation and surrender of this Bond at the principal payment office of The Bank of New York Mellon Trust Company, N.A. in St. Louis, Missouri, as registrar and paying agent (the Bond Registrar or the Paying Agent). Payment of interest on this Bond shall be made to the registered owner and shall be paid in lawful money of the United States of America by check or draft mailed on the applicable Interest Payment Date to such registered owner as of the close of business on the 15th day of the calendar month (the Record Date) immediately preceding such Interest Payment Date at its address as it appears on the registration books (the Bond Register) of the City maintained by the Bond Registrar, or at such other address as is furnished in writing by such registered owner to the Bond Registrar.

 

Notwithstanding the foregoing, interest on this Bond shall be payable to any registered owner of more than $500,000 in aggregate Principal of the Bonds of the same series as this Bond (including this Bond) by deposit of immediately available funds to the account of such registered owner maintained with the Paying Agent or transmitted by electronic transfer to such registered owner at an account maintained at a commercial bank located within the United States of America, if the Paying Agent receives from such registered owner written deposit or electronic transfer instructions not less than 15 days prior to the Record Date preceding the Interest Payment Date for which the deposit or electronic transfer is requested.

 

This Bond is one of a duly authorized series of bonds designated City of Kansas City, Missouri Water Refunding and Improvement Revenue Bonds, Series 2008B (the Series 2008B Bonds), issued by the City pursuant to and in full compliance with the provisions of the Constitution and laws of the State of Missouri, including specifically, but without limitation, the Charter. The Series 2008B Bonds have been authorized by a Master Bond Ordinance and a Series Ordinance duly adopted by the City (collectively, the Bond Ordinance), for the purpose of financing the costs of certain additions, extension and improvements to the System and for refunding certain outstanding series of water revenue bonds of the City. The Series 2008B Bonds are all issued under and equally and ratably secured by and entitled to the benefit of the Master Bond Ordinance. Capitalized terms not defined herein are used with the meanings given to them in the Bond Ordinance.

 

The Series 2008B Bonds maturing on or after December 1, 20__ are subject to redemption prior to maturity at the option of the City on or after December 1, 20__, in whole or in part at any time, at a redemption price equal to 100% of the Principal amount of the Bonds to be redeemed plus accrued interest to the redemption date.

 

The Series 2008B Bonds maturing on December 1, 20__ and December 1, 20__ are subject to mandatory redemption prior to maturity by application of payments from the Sinking Fund Account, in accordance with the Bond Ordinance, at a redemption price equal to the Principal amounts of the Series 2008B Bonds set forth below plus the interest due thereon on the redemption date, on December 1 in each year as set forth below:

 

Series 2008B Bonds Maturing December 1, 20__

 

Year

Principal Amount

 

 

20__

$

 

 

 

 

 

 

+

 

+Final Maturity

 

Series 2008B Bonds Maturing December 1, 20__

 

Year

Principal Amount

 

 

20__

$

 

 

 

 

 

 

+

 

+Final Maturity

 

Notice of redemption, unless waived, is to be given by first class mail at least 30 days prior to the date fixed for redemption to the registered owner of each Series 2008B Bond to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owner to the Bond Registrar. All such Series 2008B Bonds called for redemption and for the retirement of which funds are duly provided shall, on the redemption date designated in such notice, become and be due and payable at the redemption price provided for redemption of such Series 2008B Bonds on such date, and interest on the Series 2008B Bonds or portions of Series 2008B Bonds so called for redemption shall cease to accrue, such Series 2008B Bonds or portions of Series 2008B Bonds shall cease to be entitled to any lien, benefit, or security under the Bond Ordinance, and the owners of such Series 2008B Bonds or portions of Series 2008B Bonds shall have no rights in respect thereof except to receive payment of the redemption price. Any defect in any notice of redemption shall not affect the validity of proceedings for the redemption of any Series 2008B Bonds.

 

The City has established a book-entry system of registration for the Series 2008B Bonds. Except as specifically provided otherwise in the Bond Ordinance, an agent will hold this Bond on behalf of the Beneficial Owner hereof. By acceptance of a confirmation of purchase, delivery, or transfer, the Beneficial Owner of this Bond shall be deemed to have agreed to such arrangement. While the Series 2008B Bonds are in the book-entry system of registration, the Bond Ordinance provides special provisions relating to the Series 2008B Bonds which override certain other provisions of the Bond Ordinance. This Bond is transferable by the registered owner at the principal corporate trust office of the Bond Registrar or at such other office designated by the Bond Registrar for such purpose, but only in the manner, subject to the limitations, and upon payment of the charges provided in the Bond Ordinance and upon surrender of this Bond. Upon such transfer, a new registered Bond or Bonds of the same series, maturity, interest rate, aggregate Principal amount, and tenor, of any authorized denomination or denominations, and bearing numbers not then outstanding, will be issued to the transferee in exchange for this Bond. The Series 2008B Bonds are issuable as fully registered Bonds in the denomination of $5,000 or any integral multiple thereof. The Bond Registrar is not required to transfer or exchange any Series 2008B Bond after notice calling such Series 2008B Bond for redemption has been given or during the period of 15 days (whether or not a Business Day for the Bond Registrar, but excluding the redemption date and including such 15th day) immediately preceding the giving of such notice of redemption. Unless this Bond is presented by an authorized representative of The Depository Trust Company (DTC), a New York corporation, to the City or its agent for registration of transfer, exchange, or payment, and any Series 2008B Bond 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.

 

The Series 2008B Bonds and such other revenue bonds of the City as may in the future be issued on a parity therewith, are equally and ratably secured by pledge of the Pledged Revenues of the waterworks system (the System) of the City, which is defined in the Master Bond Ordinance to include net operating revenues, certain amounts payable by any provider of a Hedge Agreement pursuant to such Hedge Agreement, moneys and securities from time to time on deposit in the funds and accounts established in the Bond Ordinance, and earnings on investments made with the foregoing moneys and securities, excluding any amounts required in the Bond Ordinance to be set aside pending, or used for, rebate to the United States government pursuant to Section 148(f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated with respect to any such rebate requirement.

 

THE SERIES 2008B BONDS SHALL NOT BE DEEMED TO CONSTITUTE A DEBT OF THE CITY NOR A PLEDGE OF THE FAITH AND CREDIT OF THE CITY. THE SERIES 2008B BONDS SHALL NOT BE PAYABLE FROM OR A CHARGE UPON ANY FUNDS OTHER THAN THE REVENUES AND AMOUNTS PLEDGED TO THE PAYMENT THEREOF, NOR SHALL THE CITY BE SUBJECT TO ANY PECUNIARY LIABILITY THEREON. NO OWNER OR OWNERS OF THIS BOND SHALL EVER HAVE THE RIGHT TO COMPEL ANY EXERCISE OF THE TAXING POWER OF THE CITY TO PAY THIS BOND OR THE INTEREST HEREON, NOR TO ENFORCE PAYMENT OF THIS BOND AGAINST ANY PROPERTY OF THE CITY; NOR SHALL THIS BOND CONSTITUTE A CHARGE, LIEN OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE CITY, EXCEPT FOR THE PLEDGED REVENUES AND ANY OTHER FUNDS PLEDGED TO SECURE THE SERIES 2008B BONDS.

 

The City has covenanted and hereby covenants and agrees at all times while any Series 2008B Bonds are Outstanding and unpaid to prescribe, fix, maintain, and collect rates, fees, and other charges for the services, facilities, and commodities furnished by the System fully sufficient at all times to: (i) provide for 100% of the Expenses of Operation and Maintenance of the System, and (ii) produce Net Operating Revenues, adjusted to exclude any revenues or expenses resulting from a gain or loss, or mark-to-market change to any Hedge Agreement, in each Fiscal Year which, together with Investment Earnings, will: (a) equal at least 125% of the Debt Service Requirement on all Senior Bonds then Outstanding for the Fiscal Year of computation, 115% of the Debt Service Requirement on all Bonds and Other System Obligations then Outstanding for the Fiscal Year of computation and 110% of the Debt Service Requirement on all Bonds and Other System Obligations then Outstanding for the Fiscal Year of computation, (b) enable the City to make all required payments into the Debt Service Reserve Subaccount and the Rebate Account and to any Credit Facility Provider, any Reserve Account Credit Facility Provider, and any Hedge Payments, (c) enable the City to make any payments into the Renewal and Replacement Account required by the Operating and Capital Reserves Policy established and approved by the Water Services Department and the City Council, as may be amended from time to time, and (d) will remedy all deficiencies in required payments into any of the funds and accounts established under the Bond Ordinance from prior Fiscal Years.

 

The Bond Ordinance contains a more particular statement of the covenants and provisions securing the Series 2008B Bonds, the conditions under which the owner of this Bond may enforce covenants (other than the covenant to pay Principal of and interest on this Bond when due from the sources provided, the right to enforce which is unconditional), the conditions upon which additional revenue bonds may be issued on a parity or achieve parity status with this Bond under the Bond Ordinance, and the conditions upon which the Bond Ordinance may be amended with the consent of the owners of a majority in aggregate Principal of the Bonds of each class (senior and subordinate) Outstanding or the issuer of any Credit Facility, if any, of such Bonds. Upon the occurrence of an Event of Default under the Bond Ordinance, the owner of this Bond shall be entitled to the remedies provided by the Bond Ordinance.

 

It is hereby certified, recited, and declared that all acts, conditions, and things required to exist, happen, and be performed precedent to and in the issuance of this Bond do exist, have happened, and have been performed in due time, form, and manner as required by law.

 

This Bond shall not be entitled to any security or benefit under the Bond Ordinance or become valid or obligatory for any purpose until the certificate of authentication hereon shall have been duly executed by the Bond Registrar.

 

IN WITNESS WHEREOF, the City has caused this Bond to be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the City Clerk and has caused the official seal of the City to be affixed hereto or imprinted hereon.

 

 

CITY OF KANSAS CITY, MISSOURI

 

 

(SEAL) By:

Mayor

 

ATTEST:

 

 

City Clerk

 

 

 


 

 

 

 

STATEMENT OF INSURANCE

 

 

$_______________,000

CITY OF KANSAS CITY, MISSOURI

WATER REFUNDING AND IMPROVEMENT REVENUES BONDS

SERIES 2008B

 

Berkshire Hathaway Assurance Corporation (BHAC) has delivered its financial guaranty insurance policy (the Policy) with respect to the scheduled payments due of principal and interest on this Bonds to The Bank of New York Mellon Trust Company, N.A., the Paying Agent, or its successor paying agent for the Bonds.

 

A copy of the Policy may be obtained from BHAC or the Paying Agent.

 

 


 

 

 

 

BOND REGISTRARS CERTIFICATE OF AUTHENTICATION

 

 

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

 

 

The Bank of New York Mellon Trust Company, N.A.,

as Bond Registrar

 

 

By:

Authorized Signatory

 

 

Date of Registration

and Authentication:

 

 

_______________, _____

 

 

The following abbreviations, when used in the inscription on this Bond or in the assignment below, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM - as tenants in common

TEN ENT - as tenants by the entireties

JT TEN - as joint tenants with right of survivorship and not as tenants in common and not as community property

UNIF TRANS

MIN ACT - _______________ Custodian _______________

(Custodian) (Minor)

 

under Uniform Transfers to Minors Act _______________

(State)

 

Additional abbreviations may be used although not in the above list.

 

 


 

 

 

 

ASSIGNMENT AND TRANSFER

 

FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto

 

______________________________________________________________________________

(Print or Typewrite Name, Address and Social Security Number

or Taxpayer Identification Number of Assignee)

 

the within Bond of the City of Kansas City, Missouri and does hereby irrevocably constitute and appoint _______________________________ attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.

 

 

Dated: __________________

Notice: The signature on this assignment must correspond with the name as it appears on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever.

 

Signature Guaranteed By:

 

 

Name of Eligible Guarantor Institution as defined by SEC Rule 17 Ad-15 (12 CFR 240.17 Ad-15) or any similar rule which the Bond Registrar deems applicable

 

 

By:

Title:

 

 

 

 


 

EXHIBIT B

 

TERMS OF BONDS

 

 

1. Purchase Price: Not greater than 110% of the Principal Amount.

 

2. Weighted Average Maturity of the Bonds: Not less than 9 years nor more than 12 years.

 

3. True Interest Cost: Not to exceed 5.50%.

 

4. Underwriters Discount: Not to exceed 0.60%.

 

5. Final Maturity: Not to later than 2033.

 

 

 


EXHIBIT C

 

CERTIFICATE OF FINAL TERMS

 


EXHIBIT D

 

FORM OF CERTIFICATE OF FINAL TERMS

 

The undersigned Mayor of the City of Kansas City, Missouri (the City), in connection with the issuance of the Citys Water Refunding and Improvement Revenue Bonds Series 2008B (the Bonds), certifies pursuant to Section 6.1 of Ordinance No. 08____:

 

1. Principal Amount . The Series 2008B Bonds are issued in the Principal Amount of $__________.

 

2. Maturity Schedule. The Series 2008B Bonds will mature on the dates and in the amounts and bear interest at the rates as follows:

 

Maturity Principal Interest

December 1 Amount Rate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Term Bond

 

3. Weighted Average Maturity of the Bonds: The weighted average maturity of the Series 2008B Bonds is _____ years, as shown on Schedule 1 to this Certificate.

 

4. True Interest Cost: The True Interest Cost of the Series 2008B Bonds is ______%, as shown on Schedule 2 to this Certificate.

 

5. Purchaser and Purchase Price. The purchase price of the Series 2008B Bonds is $_________________, (representing the principal amount of $_________________, plus the premium of $_____________________, less the underwriters discount of $____________, plus accrued interest in the amount of $____________), which purchase price is _____% of the Principal Amount.

 

 

6. Optional Redemption. At the option of the City, Bonds or portions thereof maturing on December 1, 20__, and thereafter may be called for redemption and payment prior to their maturity on December 1, 20__, and thereafter in whole or in part at any time in such amounts for each maturity as shall be determined by the City at a redemption price equal to 100% of the principal amount, plus accrued interest thereon to the redemption date.

 

 

7. Mandatory Sinking Fund Redemption. [**There are no Term Bonds subject to mandatory sinking fund redemption prior to maturity.**][**The Term Bonds identified in paragraph 2 are subject to mandatory sinking fund redemption pursuant to Section ________ of the Ordinance on the dates and in the amounts as follows:

 

 

 

 

 

**]

 

8. Deposit of Bond Proceeds. The net proceeds received from the sale of the Series 2008B Bonds shall be deposited simultaneously with the delivery of the Bonds as follows:

(a) All accrued interest of $____________ received from the sale of the Bonds shall be deposited in the Payments Subaccount of the Sinking Fund Account and applied in accordance with Section 4.4 of the Master Bond Ordinance.

 

(b) The sum of $____________ of the proceeds of the Series 2008B Bonds shall be deposited in the Series 2008B Rebate Subaccount of the Rebate Account.

 

(c) $______________ shall be deposited in the Costs of Issuance Account to pay the costs of issuing the Series 2008B Bonds as authorized by the Director of Finance.

 

(d) The sum of $____________ of the proceeds of the Series 2008B Bonds shall be transferred to the paying agent for the Series 1996A Refunded Bonds and used to pay the principal of and interest on and the redemption premium on the Series 1996A Refunded Bonds on October ___, 2008.

 

(e) The sum of $____________ of the proceeds of the Series 2008B Bonds shall be transferred to the paying agent for the Series 1996B Refunded Bonds and used to pay the principal of and interest on and the redemption premium on the Series 1996B Refunded Bonds on October ____, 2008.

 

(f) The sum of $____________ of the proceeds of the Series 2008B Bonds shall be transferred to the paying agent for the Series 1998A Refunded Bonds and used to pay the principal of and interest on and the redemption premium on the Series 1998A Refunded Bonds on December 1, 2008.

 

(g) The sum of $____________ of the proceeds of the Series 2008B Bonds shall be transferred to the paying agent for the Series 1998B Refunded Bonds and used to pay the principal of and interest on and the redemption premium on the Series 1998B Refunded Bonds on December 1, 2008.

 

(h) The sum of $_____________ of the proceeds of the Series 2008B Bonds shall be transferred to the Escrow Agent and deposited in the escrow account established pursuant to the Escrow Agreement for the Series 2000A Refunded Bonds and applied in accordance therewith, in connection with the Series 2000A Refunded Bonds.

 

(i) The sum of $_____________ of the proceeds of the Series 2008B Bonds shall be transferred to the Escrow Agent and deposited in the escrow account established pursuant to the Escrow Agreement for the Series 2002C Refunded Bonds and applied in accordance therewith, in connection with the Series 2002C Refunded Bonds.

 

(j) The sum of $_____________ of the proceeds of the Series 2008B Bonds shall be transferred to the Escrow Agent and deposited in the escrow account established pursuant to the Escrow Agreement for the Series 2004D Refunded Bonds and applied in accordance therewith, in connection with the Series 2004D Refunded Bonds.

 

(k) The sum of $_____________ of the proceeds of the Series 2008B Bonds shall be transferred to the Escrow Agent and deposited in the escrow account established pursuant to the Escrow Agreement for the Series 2005F Refunded Bonds and applied in accordance therewith, in connection with the Series 2005F Refunded Bonds.

 

(l) The sum of $_______________ of the proceeds of the Series 2008B Bonds, including any premium received from the sale of the Bonds, shall be deposited in the Series 2008B Project Account.

 

The terms set forth in this Certificate of Final Terms are within the limitations of Exhibit A to the Ordinance.

 

Delivered this ____ day of _________, 2008.

 

CITY OF KANSAS CITY, MISSOURI

 

 

 

By:

Mayor


Schedule 1

 

 


Schedule 2