COMMITTEE SUBSTITUTE
FOR ORDINANCE NO. 120140
Authorizing the issuance of
General Obligation Improvement and Refunding Bonds, Series 2012A, of the City
of Kansas City, Missouri, in a principal amount not to exceed $218,454,000.00;
prescribing the form and details of said bonds; providing for the levy and
collection of an annual tax for the purpose of paying the principal of and
interest on said bonds as they become due; and authorizing certain other
documents and actions in connection therewith.
WHEREAS, the
City of Kansas City, Missouri (the “City”), is authorized under the provisions
of Article VI, Section 26 of the Constitution of Missouri, 1945, as amended,
and its charter (“General Obligation Bond Authority”) to incur indebtedness and
issue and sell general obligation bonds of the City to evidence such
indebtedness for lawful purposes, upon obtaining the approval of the required
majority of the qualified electors of the City voting on the question to incur
such indebtedness; and
WHEREAS,
pursuant to the General Obligation Bond Authority, a special election was duly
held in the City on Tuesday, April 6, 2004 (the “2004 Election”), on the
question of whether to issue the general obligation bonds of the City in an
amount not to exceed $30,000,000.00 for the purpose of paying for the Zoo
Project; and
WHEREAS,
the votes cast at the 2004 Election were duly canvassed as provided by law, and
it was found and declared that not less than four‑sevenths of the
qualified voters of the City voting at the 2004 Election on said question voted
in favor of the issuance of said bonds, the vote on said question having been
29,789 votes for the issuance of said bonds and 13,896 votes against the
issuance of said bonds; and
WHEREAS,
the City has heretofore issued
its General Obligation Bonds, Series 2004F in the original principal amount of
$95,700,000.00, of which $10,000,000.00 was used to pay a portion of the Zoo
Project, its General Obligation Improvement and Refunding Bonds, Series 2007A in the original principal amount of
$130,005,000.00 of which $5,500,000.00 was used to pay for a portion of the Zoo
Project, its General Obligation Improvement Bonds, Series 2008A in the
original principal amount of $40,000,000.00 of which $10,000,000.00 was used to
pay for a portion of the Zoo Project and its General Obligation Improvement and
Refunding Bonds, Series 2011A in the original principal amount of $53,985,000.00
of which $2,375,000 was used to pay for a portion of the Zoo Project; and
WHEREAS,
$2,125,000.00 principal amount of general obligation bonds so authorized
at the 2004 Election for the Zoo Project remains unissued, and the City desires to issue a final series of its
general obligation bonds under such authority in the principal amount not to
exceed $2,125,000.00 for the purpose of financing a portion of the Zoo Project;
and
WHEREAS,
the 2004 Election also included the question of whether to issue the general
obligation bonds of the City in an amount not to exceed $250,000,000.00 for the
purpose of paying for the Basic Infrastructure Project; and
WHEREAS,
the votes cast at the 2004 Election were duly canvassed as provided by law, and
it was found and declared that not less than four‑sevenths of the
qualified voters of the City voting at the 2004 Election on said question voted
in favor of the issuance of said bonds, the vote on said question having been
31,195 votes for the issuance of said bonds and 13,065 votes against the
issuance of said bonds; and
WHEREAS,
the City has heretofore issued its General Obligation Bonds, Series
2004F in the original principal amount of $95,700,000.00, of which $60,000,000.00
was used to pay for a portion of the Basic Infrastructure Project, its General
Obligation Improvement and Refunding Bonds, Series 2007A in the original
principal amount of $130,005,000.00 of which $59,585,000.00 was used to pay for
a portion of the Basic Infrastructure Project, its General Obligation
Improvement Bonds, Series 2008A in the original principal amount of $40,000,000.00
of which $30,000,000.00 was used to pay for a portion of the Basic
Infrastructure Project, its General Obligation Improvement and Refunding Bonds,
Series 2010A in the original principal amount of $33,205,000.00 of which
$22,920,000.00 was used to pay for a portion of the Basic Infrastructure
Project, its Taxable General Obligation Improvement Bonds (Recovery Zone
Economic Development Bonds – Direct Payment), Series 2010B in the original
principal amount of $10,195,000.00 all of which was used to pay for a portion
of the Basic Infrastructure Project and its General Obligation Improvement and
Refunding Bonds, Series 2011A in the original principal amount of $53,985,000.00
of which $45,140,000.00 was used to pay for a portion of the Basic
Infrastructure Project; and
WHEREAS,
$22,160,000.00 principal amount of general obligation bonds so
authorized at the 2004 Election for the Basic Infrastructure Project remains
unissued, and the City desires to issue a
final series of its general obligation bonds under such authority in the
principal amount not to exceed $22,160,000.00 for the purpose of financing a
portion of the Basic Infrastructure Project; and
WHEREAS,
pursuant to the General Obligation Bond Authority, a special election was duly
held in the City on Tuesday, November 2, 2010 (the “2010 Election”), on the
question of whether to issue the general obligation bonds of the City in an
amount not to exceed $100,000,000.00 for the purpose of paying for the Public
Safety Project; and
WHEREAS,
the votes cast at the 2010 Election were duly canvassed as provided by law, and
it was found and declared that not less than four‑sevenths of the
qualified voters of the City voting at the 2010 Election on said question voted
in favor of the issuance of said bonds, the vote on said question having been
79,437 votes for the issuance of said bonds and 46,340 votes against the
issuance of said bonds; and
WHEREAS,
all of the principal amount of general obligation bonds so authorized at
the 2010 Election for the Public Safety Project remains unissued, and the City desires to issue a series of its general
obligation bonds in the principal amount not to exceed $100,000,000.00 for the
purpose of financing a portion of the Public Safety Project; and
WHEREAS,
the City has heretofore issued its General Obligation Bonds
(Downtown/Neighborhoods Project) Series 2003F in the original principal amount
of $20,000,000.00 (the “Series 2003F Refunded Bonds”), of which $15,345,000.00
principal amount remains Outstanding; and
WHEREAS,
the City desires to issue its general obligation bonds for the purpose of
advance refunding all or a portion of its $15,345,000.00 aggregate outstanding
principal amount of the Series 2003F Refunded Bonds; and
WHEREAS, the City has heretofore issued its General
Obligation Bonds Series 2004F in the original principal amount of $95,700,000.00
(the “Series 2004F Refunded Bonds”), of which $78,175,000.00 principal amount
remains Outstanding; and
WHEREAS,
the City desires to issue its general obligation bonds for the purpose of
advance refunding all or a portion of its $78,175,000.00 aggregate outstanding
principal amount of the Series 2004F Refunded Bonds; and
WHEREAS,
the City is authorized under the provisions of Article VI, Section 28 of the
Constitution of Missouri, as amended, and Section 108.140 of the Revised
Statutes of Missouri, as amended (the “Refunding Bond Law”), to refund, extend
and unify the whole or part of its valid general obligation indebtedness; and
WHEREAS,
the Refunding Bond Law authorizes the issuance of general obligation refunding
bonds in an amount not to exceed the principal amount of the bonds to be
refunded and the accrued interest thereon to the date of the refunding bonds
without submission of a question regarding such refunding to a popular vote;
and
WHEREAS,
it is hereby found and determined that it is necessary and advisable and in the
best interest of the City and its inhabitants at this time to authorize the
issuance and delivery of said bonds for the purposes aforesaid; NOW, THEREFORE,
BE
IT ORDAINED BY THE COUNCIL OF KANSAS CITY:
ARTICLE I
DEFINITIONS
Section 101. Definitions of Words and Terms. In addition to words and terms defined elsewhere
herein, the following words and terms as used in this Ordinance shall have the
following meanings:
“Basic Infrastructure Project” means, without limitation, the construction,
acquisition, renovation equipping and furnishing of the costs for basic capital
infrastructure such as streets, bridges, catch basins and other projects
authorized by the applicable ballot language for the 2004 Election.
“Bond Counsel”
means Gilmore & Bell, P.C., Kansas City, Missouri, Martinez, Madrigal &
Machicao, LLC, Kansas City, Missouri, or other attorneys or firm of attorneys
with a nationally recognized standing in the field of municipal bond financing
selected by the City.
“Bond Payment Date” means any date on which principal of or interest
on any Bond is payable.
“Bond Register”
means the books for the registration, transfer and exchange of Bonds kept at
the office of the Paying Agent.
“Bondowner,” “Owner”
or “Registered Owner” when used with respect to any Bond means the
Person in whose name such Bond is registered on the Bond Register.
“Bonds” means
the General Obligation Improvement and Refunding Bonds, Series 2012A,
authorized and issued by the City pursuant to this Ordinance.
“Business Day”
means a day other than a Saturday, Sunday or holiday on which the Paying Agent
is scheduled in the normal course of its operations to be open to the public
for conduct of its banking operations.
“Cede
& Co.” means Cede & Co., as nominee name of The Depository Trust
Company, New York, New York.
“Certificate
of Final Terms” means Exhibit B, executed and delivered by the Mayor
pursuant to Section 211 hereof, in substantially the form attached as Exhibit
C.
“City”
means the City of Kansas City, Missouri, and any successors or assigns.
“Code” means
the Internal Revenue Code of 1986, as amended, and the applicable regulations
of the Treasury Department proposed or promulgated thereunder.
“Costs of Issuance Fund” means the Costs of Issuance Fund created in Section 501.
“Debt Service Fund” means the Series 2012A Debt Service Fund created in Section 501.
“Defaulted Interest” means interest on any Bond which is payable but not paid on any
Interest Payment Date.
“Defeasance Obligations” means any of the following obligations:
(a) United
States Government Obligations that are not subject to redemption in advance of
their maturity dates; or
(b) obligations of
any state or political subdivision of any state, the interest on which is
excluded from gross income for federal income tax purposes and which meet the
following conditions:
(1) the
obligations are (i) not subject to redemption prior to maturity or (ii) the
trustee for such obligations has been given irrevocable instructions concerning
their calling and redemption and the issuer of such obligations has covenanted
not to redeem such obligations other than as set forth in such instructions;
(2) the
obligations are secured by cash or United States Government Obligations that
may be applied only to principal of, premium, if any, and interest payments on
such obligations;
(3) such
cash and the principal of and interest on such United States Government
Obligations (plus any cash in the escrow fund) are sufficient to meet the
liabilities of the obligations;
(4) such
cash and United States Government Obligations serving as security for the
obligations are held in an escrow fund by an escrow agent or a trustee
irrevocably in trust;
(5) such
cash and United States Government Obligations are not available to satisfy any
other claims, including those against the trustee or escrow agent; and
(6) the
obligations are rated in the highest rating category by Moody’s (presently
“Aaa”) or Standard & Poor’s Ratings Services (presently “AAA”).
“Director
of Finance” means the Director or any Acting Director of the Department of
Finance of the City.
“Escrow Agent”
means the paying agent for each of the Refunded Bonds that is advance refunded,
in its capacity as escrow agent with respect to the Refunded Bonds, and its
successors and assigns.
“Escrow Agreement”
means each Escrow Deposit Agreement dated as of March 1, 2012 between the City
and the Escrow Agent with respect to each series of the Refunded Bonds that is
advance refunded.
“Federal Tax Certificate” means, with respect to any series of Bonds, the Federal Tax Certificate
for such series of Bonds.
“Interest Payment Date” means the Stated Maturity of an installment of interest on any Bond.
“Maturity”
when used with respect to any Bond means the date on which the principal of
such Bond becomes due and payable as therein and herein provided, whether at
the Stated Maturity thereof or by call for redemption or otherwise.
“Ordinance”
means this Ordinance as from time to time amended in accordance with the terms
hereof.
“Outstanding”
means, when used with reference to Bonds, as of any particular date of
determination, all Bonds theretofore authenticated and delivered hereunder,
except the following Bonds:
(a) Bonds
theretofore cancelled by the Paying Agent or delivered to the Paying Agent for
cancellation;
(b) Bonds deemed to
be paid in accordance with the provisions of Section 701 hereof;
and
(c) Bonds in
exchange for or in lieu of which other Bonds have been authenticated and
delivered hereunder.
“Participants”
means those financial institutions for whom the Securities 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 in Section 203 hereof and any
successors or assigns thereto.
“Permitted
Investments” means any of the
following securities, if and to the extent the same are at the time legal for
investment of the moneys held in the funds and accounts listed in Section 501
hereof:
(a)
United States Treasury Securities (Bills, Notes, Bonds and
Strips).
(b)
United States Agency/GSE Securities. The City may invest in
obligations issued or guaranteed by any agency of the United States Government
and in obligations issued by any government sponsored enterprise (GSE) which
have a liquid market and a readily determinable market value that are described
as follows:
(i)
U.S. Govt. Agency Coupon and Zero Coupon Securities.
(ii)
U.S. Govt. Agency Discount Notes.
(iii)
U.S. Govt. Agency Callable Securities. Restricted to
securities callable at par only.
(iv)
U.S. Govt. 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.
(v)
U.S. Govt. Agency Floating Rate Securities. Restricted to
coupons with no interim caps that reset at least quarterly and that float off
of only one index.
(vi)
U.S. Govt. Agency Mortgage Backed Securities (MBS, CMO,
Pass-Thru Securities). Restricted to securities with final maturities of
five (5) years or less or have the final projected payment no greater than four
(4) years when analyzed in a +300 basis point interest rate environment.
Restricted to obligations of FNMA, FHLMC and GNMA only.
(c)
Repurchase Agreements. The City may invest in contractual
agreements between the City and commercial banks or primary government
securities dealers. The Securities Industry and Financial Markets
Association’s (or any successor’s) guidelines for the Master Repurchase
Agreement will be used and will govern all repurchase agreement transactions.
All repurchase agreement transactions will be either physical delivery or
tri-party.
(d)
Bankers’ Acceptances. The City may invest in bankers’
acceptances issued by domestic commercial banks possessing the highest credit
rating issued by Moody’s Investors Service, Inc. (“Moody’s”) or Standard &
Poor’s Financial Services, LLC (“Standard & Poor’s”).
(e)
Commercial Paper. The City may invest in commercial paper issued
by domestic corporations, which has received the highest short-term credit
rating issued by Moody’s or Standard & Poor’s. 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 credit rating agency at the
time of purchase. In addition, the City’s portfolio may not contain commercial
paper of any one corporation, the total value of which exceeds 2% of the City’s
aggregate investment portfolio.
(f)
Any full faith and credit obligations of the State of Missouri rated at
least A or A2 by Standard & Poor’s or Moody’s.
(g)
Any full faith and credit obligations of any county in which the City is
located rated at least AA or Aa2 by Standard & Poor’s or Moody’s.
(h)
Any full faith and credit obligations of any school district in Kansas City, Missouri rated at least AA or Aa2 by Standard & Poor’s or Moody’s.
(i)
Any full faith and credit obligations or revenue bonds of the City of
Kansas City, Missouri rated at least AA or Aa2 by Standard & Poor’s or
Moody’s.
(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 Moody’s & Standard & Poor’s (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 natural person, corporation, partnership, joint venture,
association, firm, joint‑stock company, trust, unincorporated
organization, or government or any agency or political subdivision thereof or
other public body.
“Project Fund”
means the Series 2012A Project Fund created in Section 501.
“Public Safety Project” means any public safety project authorized by the ballot language for
the 2010 Election.
“Purchase
Contract” means the Purchase Contract relating to the Bonds between the
City and the Purchaser.
“Purchaser” means collectively, Citigroup Global
Markets Inc., as representative of the underwriters of the Bonds as defined in
the Purchase Contract.
“Rebate Fund”
means the fund by that name referred to in Section 501.
“Record Date”
for the interest payable on any Interest Payment Date means the 15th day (whether
or not a Business Day) of the calendar month next preceding such Interest
Payment Date.
“Redemption
Date” when used with respect to any Bond to be redeemed means the date
fixed for such redemption pursuant to the terms of this Ordinance.
“Redemption
Price” when used with respect to any Bond to be redeemed means the price at
which such Bond is to be redeemed pursuant to the terms of this Ordinance,
including the applicable redemption premium, if any, but excluding installments
of interest whose Stated Maturity is on or before the Redemption Date.
“Refunded
Bonds” means each of the Series 2003F Refunded Bonds and the Series 2004F
Refunded Bonds that meet the minimum present value savings described in Exhibit
A hereto.
“Replacement
Bonds” means Bonds issued to the beneficial owners of the Bonds in
accordance with Section 210(b).
“Securities
Depository” means, initially, The Depository Trust Company, New York, New York, and its successors and assigns.
“Series
2003F Refunded Bonds” means all or a portion of the $15,345,000 aggregate
outstanding principal amount of the City’s General Obligation Bonds
(Downtown/Neighborhoods Project) Series 2003F authorized by Ordinance Nos.
030715 and 030815, as shown on the Certificate of Final Terms.
“Series 2004F Refunded Bonds” means all or a portion of $78,175,000 aggregate
outstanding principal amount of the City’s General Obligation Bonds Series
2004F authorized by Ordinance Nos. 040880 and 040963, as shown on the
Certificate of Final Terms.
“Special Record Date” means the date fixed by the Paying Agent pursuant to Section 204
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 such Bond and this Ordinance as the fixed
date on which the principal of such Bond or such installment of interest is due
and payable.
“United States Government Obligations” means bonds, notes, certificates of indebtedness,
treasury bills or other securities constituting direct obligations of, or
obligations the principal of and interest on which are fully and
unconditionally guaranteed as to full and timely payment by the United States
of America, including evidences of a direct ownership interest in future
interest or principal payments on obligations issued or guaranteed by the
United States of America (including the interest component of obligations of
the Resolution Funding Corporation).
“Zoo Project”
means, without limitation, the construction, acquisition, renovation, equipping
and furnishing of the costs of basic capital infrastructure and improvements
for the Kansas City Zoological Garden authorized by the applicable ballot
language for the 2004 Election.
ARTICLE II
AUTHORIZATION OF BONDS
Section 201. Authorization of Bonds. There shall be issued and hereby are authorized
and directed to be issued the General Obligation Improvement and Refunding
Bonds, Series 2012A, of the City in the principal amount not to exceed
$218,454,000.00 (the “Bonds”), for the purpose of paying (a) a portion of the
costs of the Basic Infrastructure Project, (b) a portion of the costs of the
Zoo Project, (c) a portion of the costs of the Public Safety Project, (d) the
costs of advance refunding the Refunded Bonds, (e) the costs of issuing the
Bonds and (f) capitalized interest on a portion of the Bonds.
Section 202. Description of Bonds. The Bonds shall consist of fully registered
bonds without coupons, numbered from R-1 upward in denominations of $5,000.00
or any integral multiple thereof. The Bonds shall be substantially in the form
set forth in Section 202A hereto, and shall be subject to registration,
transfer and exchange as provided in Section 205. The Bonds shall
be dated the date of their issuance, shall become due in the amounts on the
Stated Maturities set forth therein, subject to redemption and payment prior to
their Stated Maturities as provided in Article III, and 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.
At
the election of the Purchaser, term Bonds may be issued in lieu of all or a
portion of serial Bonds with Stated Maturities with mandatory sinking fund
redemption payments and final payments at maturity in the amounts set forth,
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 (computed on the basis of a 360‑day year of
twelve 30‑day months) from the dated date thereof or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
payable semiannually on February 1 and August 1 in each year,
beginning on _________ 1, 20__.
Section 202A. Form
of Bond The Bonds will be in substantially the following form, with
appropriate insertions and deletions as are approved by the Mayor, which approval will be conclusively evidenced by
the Mayor’s signature on the Bond:
FORM OF BOND
EXCEPT AS OTHERWISE PROVIDED IN THE ORDINANCE
(DESCRIBED HEREIN), THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN
PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY (DESCRIBED HEREIN)
OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR
SECURITIES DEPOSITORY.
UNITED STATES OF AMERICA
STATE OF MISSOURI
Registered Registered
No. ______ $_______
CITY OF KANSAS CITY, MISSOURI
GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BOND
SERIES 2012A
Interest
Rate Maturity Date Dated Date CUSIP
Number
February
1, 20___ _______, 2012
REGISTERED OWNER: CEDE
& CO.
PRINCIPAL AMOUNT: DOLLARS
THE CITY OF KANSAS CITY, MISSOURI, for value received, hereby acknowledges itself to
be indebted and promises to pay to the Registered Owner shown above, or
registered assigns, the Principal Amount shown above on the Maturity Date shown
above, unless called for redemption prior to said Maturity Date, and to pay
interest thereon at the Interest Rate per annum shown above (computed on the
basis of a 360‑day year of twelve 30‑day months) from the Dated
Date shown above or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, payable semiannually on
February 1 and August 1 in each year, beginning on _____________ 1,
20__, until said Principal Amount has been paid.
The
Principal Amount or Redemption Price of this Bond shall be paid at Maturity or
upon earlier redemption by check or draft to the Person in whose name this Bond
is registered at the Maturity or Redemption Date thereof, upon presentation and
surrender of this Bond at the payment office of UMB Bank, N.A., in St. Louis,
Missouri (the “Paying Agent”). The interest payable on this Bond on any
Interest Payment Date shall be paid to the Person in whose name this Bond is
registered on the Bond Register maintained by the Paying Agent at the close of
business on the Record Date for such interest by check or draft mailed by the
Paying Agent to the address of such Registered Owner shown on the Bond Register
or, in the case of an interest payment to any Registered Owner of $500,000.00
or more in aggregate principal amount of Bonds, by electronic transfer to such
Registered Owner upon written notice given to the Paying Agent by such Owner
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), ABA routing number and account number to which such
Registered Owner wishes to have such transfer directed.
This
Bond is one of an authorized series of bonds of the City designated “General
Obligation Improvement and Refunding Bonds, Series 2012A,” aggregating the
principal amount of $218,454,000.00 (the “Bonds”), issued by the City for the
purpose of paying (a) a portion of the costs of the Basic Infrastructure
Project, (b) a portion of the costs of the Zoo Project, (c) a portion of the
costs of the Public Safety Project, (d) the costs of advance refunding the
Refunded Bonds, (e) the costs of issuing the Bonds and (f) capitalized interest
on a portion of the Bonds, under the authority of and in full compliance with
the Constitution and laws of the State of Missouri, and pursuant to elections
duly held in the City and an Ordinance duly passed (the “Ordinance”) and
proceedings duly and legally had by the Council of the City. Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned
to such terms in the Ordinance.
The
Bonds are subject to redemption as provided in the Ordinance.
Notice
of redemption, unless waived, is to be given by the Paying Agent by mailing an
official redemption notice by first class mail at least 30 days prior to the
Redemption Date to the State Auditor of Missouri, the original purchaser of the
Bonds and to each Registered Owner of each of the Bonds to be redeemed at the
address shown on the Bond Register maintained by the Paying Agent. Notice of
redemption having been given as aforesaid, the Bonds or portions of Bonds to be
redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
City defaults in the payment of the Redemption Price) such Bonds or portions of
Bonds shall cease to bear interest.
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, 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 Depository’s participants, beneficial ownership
of the Bonds in authorized denominations being evidenced in the records of such
participants. Transfers of ownership shall be affected 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, the
Bond Registrar 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) notice, and (iii) voting. Transfers of
principal, interest and any redemption premium payments to participants of the
Securities Depository, and transfers 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 and interest on this Bond shall be made in accordance with
existing arrangements among the City, the Paying Agent and the Securities
Depository.
The
Bonds constitute general obligations of the City payable as to both principal
and interest from ad valorem taxes which may be levied without limitation as to
rate or amount upon all the taxable tangible property, real and personal,
within the territorial limits of the City. The full faith, credit and
resources of the City are irrevocably pledged for the prompt payment of the
principal of and interest on the Bonds as the same become due.
This
Bond may be transferred or exchanged, as provided in the Ordinance, only on the
Bond Register kept for that purpose at the principal payment office of the
Paying Agent, upon surrender of this Bond together with a written instrument of
transfer or authorization for exchange satisfactory to the Paying Agent duly
executed by the Registered Owner or the Registered Owner’s duly authorized
agent, and thereupon a new Bond or Bonds in any authorized denomination having
the same Maturity Date and in the same aggregate principal amount shall be
issued to the transferee in exchange therefor as provided in the Ordinance and
upon payment of the charges therein prescribed. The City and the Paying Agent
may deem and treat the person in whose name this Bond is registered on the Bond
Register as the absolute owner hereof for the purpose of receiving payment of,
or on account of, the principal or Redemption Price hereof and interest due
hereon and for all other purposes.
This
Bond shall not be valid or become obligatory for any purpose or be entitled to
any security or benefit under the Ordinance until the Certificate of
Authentication hereon has been executed by the Paying Agent.
IT IS HEREBY CERTIFIED AND DECLARED that all acts, conditions and things required to
exist, happen and be performed precedent to and in the issuance of the Bonds
have existed, happened and been performed in due time, form and manner as
required by law; that a direct annual tax upon all taxable tangible property
situated in the City has been levied for the purpose of paying the principal of
and interest on the Bonds when due; and that the total indebtedness of the
City, including this Bond and the series of which it is one, does not exceed
any constitutional or statutory limitation.
IN WITNESS WHEREOF, THE CITY OF KANSAS CITY, MISSOURI, has caused this Bond to be executed by the manual
or facsimile signature of its Mayor and attested by the manual or facsimile
signature of its City Clerk and its official seal to be affixed or imprinted
hereon.
CERTIFICATE OF AUTHENTICATION CITY OF KANSAS CITY, MISSOURI
This Bond is one of the Bonds of the issue
described in the within-mentioned Ordinance.
By:_______________________________
Mayor
Registration Date: _______________________
(SEAL)
UMB Bank, N.A.
Paying Agent ATTEST:
By: ____________________________ __________________________________
Authorized
Officer or Signatory City Clerk
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned
hereby sells, assigns and transfers unto
________________________________________________________________________
Print or Type Name, Address and Social Security
Number
or other Taxpayer Identification Number of
Transferee
the
within Bond and all rights thereunder, and hereby irrevocably constitutes and
appoints ________________________________ agent to transfer the within Bond on
the Bond Register kept by the Paying Agent for the registration thereof, with
full power of substitution in the premises.
Dated:
_______________________ ____________________________________
NOTICE:
The signature to this assignment must correspond with the name of the Registered
Owner as it appears upon the face of the within Bond in every particular.
Signature
Guaranteed By:
____________________________________
(Name
of Eligible Guarantor Institution as defined by SEC Rule 17 Ad-15 (17 CFR
240.17 Ad-15))
By
_________________________________
Title:
Section 203. Designation of Paying Agent. The City shall designate from time to time by a
certificate of the Director of Finance a paying agent for the payment of
principal of and interest on the Bonds and as bond registrar with respect to
the registration, transfer and exchange of Bonds (the “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.
Section 204. Method and Place of Payment of Bonds. The principal of or Redemption Price and
interest on the Bonds shall be payable in any coin or currency of the United
States of America that, on the respective dates of payment thereof, is legal
tender for the payment of public and private debts.
The
principal of or Redemption Price of each Bond shall be paid at Maturity by
check or draft to the Person in whose name such Bond is registered on the Bond
Register at the Maturity thereof, upon presentation and surrender of such Bond
at the principal payment office of the Paying Agent.
The
interest payable on each Bond on any Interest Payment Date shall be paid to the
Registered Owner of such Bond as shown on the Bond Register at the close of
business on the Record Date for such interest by check or draft mailed by the
Paying Agent to the address of such Registered Owner shown on the Bond Register
or, in the case of an interest payment to any Registered Owner of $500,000 or
more in aggregate principal amount of Bonds, by electronic transfer to such Registered
Owner upon written notice given to the Paying Agent by such Registered Owner
signed by such Registered Owner 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), ABA routing number
and account number to which such Registered Owner wishes to have such transfer
directed.
Notwithstanding
the foregoing provisions of this Section, any Defaulted Interest with respect
to any Bond shall cease to be payable to the Registered Owner of such Bond on
the relevant Record Date and shall be payable to the Registered Owner in whose
name such Bond is registered at the close of business on the Special Record
Date for the payment of such Defaulted Interest, which Special Record Date
shall be fixed as hereinafter specified in this paragraph. The City shall
notify the Paying Agent in writing of the amount of Defaulted Interest proposed
to be paid on each Bond and the date of the proposed payment (which date shall
be at least 30 days after receipt of such notice by the Paying Agent) and shall
deposit with the Paying Agent at the time of such notice an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Paying Agent for such
deposit prior to the date of the proposed payment. Following receipt of such
funds the Paying Agent shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 nor less than 10 days prior
to the date of the proposed payment. The Paying Agent shall promptly notify
the City of such Special Record Date and, in the name and at the expense of the
City, shall cause notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor to be mailed, by first class mail, postage
prepaid, to each Registered Owner of a Bond entitled to such notice at the
address of such Registered Owner as it appears on the Bond Register not less
than 10 days prior to such Special Record Date.
The
Paying Agent shall keep a record of payment of principal and Redemption Price
of and interest on all Bonds and at least annually upon request shall forward a
copy or summary of such records to the City.
Section 205. Registration, Transfer and Exchange of Bonds. The City covenants that, as long as any of the
Bonds remain Outstanding, it will cause the Bond Register to be kept at the
office of the Paying Agent as herein provided. Each Bond when issued shall be
registered in the name of the owner thereof on the Bond Register.
Bonds
may be transferred and exchanged only on the Bond Register as provided in this
Section. Upon surrender of any Bond at the principal payment office of the
Paying Agent, the Paying Agent shall transfer or exchange such Bond for a new
Bond or Bonds in any authorized denomination of the same Stated Maturity and in
the same aggregate principal amount as the Bond that was presented for transfer
or exchange. Bonds presented for transfer or exchange shall be accompanied by
a written instrument or instruments of transfer or authorization for exchange,
in a form and with guarantee of signature satisfactory to the Paying Agent,
duly executed by the Registered Owner thereof or by the Registered Owner’s duly
authorized agent.
In
all cases in which the privilege of transferring or exchanging Bonds is
exercised, the Paying Agent shall authenticate and deliver Bonds in accordance
with the provisions of this Ordinance. The City shall pay the fees and
expenses of the Paying Agent for the registration, transfer and exchange of
Bonds provided for by this Ordinance and the cost of printing a reasonable
supply of registered bond blanks. Any additional costs or fees that might be incurred
in the secondary market, other than fees of the Paying Agent, are the
responsibility of the Registered Owners of the Bonds. In the event any
Registered Owner fails to provide a correct taxpayer identification number to
the Paying Agent, the Paying Agent may make a charge against such Registered
Owner sufficient to pay any governmental charge required to be paid as a result
of such failure. In compliance with Section 3406 of the Code, such amount may
be deducted by the Paying Agent from amounts otherwise payable to such
Registered Owner hereunder or under the Bonds.
The
City and the Paying Agent shall not be required (a) to register the transfer or
exchange of any Bond after notice calling such bond or portion thereof for
redemption has been mailed by the Paying Agent pursuant to Section 303
and during the period of 15 days next preceding the date of mailing of such
notice of redemption; or (b) to register the transfer or exchange of any Bond
during a period beginning at the opening of business on the day after receiving
written notice from the City of its intent to pay Defaulted Interest and ending
at the close of business on the date fixed for the payment of Defaulted
Interest pursuant to Section 204.
The
City and the Paying Agent may deem and treat the Person in whose name any Bond
is registered on the Bond Register as the absolute owner of such Bond, whether
such Bond is overdue or not, for the purpose of receiving payment of, or on
account of, the principal or Redemption Price of and interest on said Bond and
for all other purposes. All payments so made to any such Registered Owner or
upon the Registered Owner’s order shall be valid and effective to satisfy and
discharge the liability upon such Bond to the extent of the sum or sums so
paid, and neither the City nor the Paying Agent shall be affected by any notice
to the contrary.
At
reasonable times and under reasonable regulations established by the Paying
Agent, the Bond Register may be inspected and copied by the Registered Owners
of 10% or more in principal amount of the Bonds then Outstanding or any
designated representative of such Registered Owners whose authority is
evidenced to the satisfaction of the Paying Agent.
Section 206. Execution, Registration, Authentication and
Delivery of Bonds. Each of the
Bonds, including any Bonds issued in exchange or as substitutions for the Bonds
initially delivered, shall be signed by the manual or facsimile signature of
the Mayor and attested by the manual or facsimile signature of the City Clerk
and shall have the official seal of the City affixed thereto or imprinted
thereon. In case any officer whose signature appears on any Bond ceases to be
such officer before the delivery of such Bond, such signature shall
nevertheless be valid and sufficient for all purposes, as if such person had
remained in office until delivery. Any Bond may be signed by such persons who
at the actual time of the execution of such Bond are the proper officers to
sign such Bond although at the date of such Bond such persons may not have been
such officers.
The
Mayor and the City Clerk are hereby authorized and directed to prepare and
execute the Bonds in the manner herein specified and, when duly executed, to
deliver the Bonds to the Paying Agent for authentication.
The
Bonds shall have endorsed thereon a certificate of authentication substantially
in the form set forth in the form of the Bond, which shall be manually executed
by an authorized officer or employee of the Paying Agent, but it shall not be
necessary that the same officer or employee sign the certificate of
authentication on all of the Bonds that may be issued hereunder at any one
time. No Bond shall be entitled to any security or benefit under this
Ordinance or be valid or obligatory for any purpose unless and until such
certificate of authentication has been duly executed by the Paying Agent. Such
executed certificate of authentication upon any Bond shall be conclusive
evidence that such Bond has been duly authenticated and delivered under this
Ordinance. Upon authentication, the Paying Agent shall deliver the Bonds to
the Purchaser upon payment of the purchase price for the Bonds to the City.
Section 207. Mutilated, Destroyed, Lost and Stolen Bonds. If (a) any mutilated Bond is surrendered to the
Paying Agent or the Paying Agent receives evidence to its satisfaction of the
destruction, loss or theft of any Bond, and (b) there is delivered to the City
and the Paying Agent such security or indemnity as may be required by the
Paying Agent, then, in the absence of notice to the City or the Paying Agent
that such Bond has been acquired by a bona fide purchaser, the City shall
execute and, upon the City’s request, the Paying Agent shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Bond, a new Bond of the same Stated Maturity and of like tenor and
principal amount.
If
any such mutilated, destroyed, lost or stolen Bond has become or is about to
become due and payable, the City, in its discretion, may pay such Bond instead
of issuing a new Bond.
Upon
the issuance of any new Bond under this Section, the City and the Paying Agent
may require the payment by the Registered Owner of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the Paying Agent)
connected therewith.
Every
new Bond issued pursuant to this Section shall constitute a replacement of the
prior obligation of the City, and shall be entitled to all the benefits of this
Ordinance equally and ratably with all other Outstanding Bonds.
Section 208. Cancellation and Destruction of Bonds Upon
Payment. All Bonds that have
been paid or redeemed or that otherwise have been surrendered to the Paying
Agent, either at or before Maturity, shall be cancelled by the Paying Agent
immediately upon the payment, redemption and surrender thereof to the Paying
Agent and subsequently destroyed in accordance with the customary practices of
the Paying Agent and applicable retention laws.
Section
209. Preliminary and Final Official Statement. The use and public
distribution of the Preliminary Official Statement dated the date thereof in
connection with the sale of the Bonds is hereby ratified and approved, and the
final Official Statement is hereby authorized and approved by supplementing,
amending and completing the Preliminary Official Statement, with such changes
and additions thereto as are necessary to conform to and describe the
transaction. 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 final 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.
For
the purpose of enabling the Purchaser to comply with the requirements of Rule
15c2‑12(b)(1) of the Securities and Exchange Commission, the City hereby
deems the information regarding the City contained in the Preliminary Official
Statement to be “final” as of its date, except for the omission of such
information as is permitted by Rule 15c2‑12(b)(1), and the appropriate
officers of the City are hereby authorized, if requested, to provide the
Purchaser a letter or certification to such effect and to take such other
actions or execute such other documents as such officers in their reasonable
judgment deem necessary to enable the Purchaser to comply with the requirement
of such Rule.
The
City agrees to provide to the Purchaser within seven business days of the date
of the sale of 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 210. 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 Owner 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 Owners 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 Section 210(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 has possession 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 Owners are unable to locate a qualified successor of the
Securities Depository in accordance with Section 210(c) hereof, then the
Paying Agent shall authenticate and cause delivery of Replacement Bonds to
Owners, as provided herein. The Paying Agent may rely on information from the
Securities Depository and its Participants as to the names of the beneficial
owners of the Bonds. The cost of printing, registration, authentication and
delivery 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 and Exchange Act
of 1934, as amended, the City may appoint a successor Securities Depository
provided the Paying Agent and the City receive written evidence 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 and 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 211. Sale and Terms of Bonds; Authorization and
Execution of Purchase Contract and Certificate of Final Terms. The sale of the Bonds to the Purchaser under the
terms of the Purchase Contract is hereby authorized. 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, if any, and the other final terms of
the Bonds, including applicable redemption provisions, subject to the
limitations set forth in this Section and in Exhibit A hereto, and in
connection therewith, 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 Mayor’s
execution of the Certificate of Final Terms. Upon execution, the Certificate
of Final Terms will be attached to this Ordinance as Exhibit B,
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.
ARTICLE III
REDEMPTION OF BONDS
Section
301. Optional and Mandatory Redemption of Bonds.
(a) Optional
Redemption by City. At the option of the City, Bonds or portions
thereof may be called for redemption and payment prior to their Stated Maturity
in whole or in part at any time in such amounts for each Stated Maturity as
shall be determined by the City at a Redemption Price equal to 100% of the
principal amount of the Bonds, plus accrued interest thereon to the Redemption
Date, as set forth in the Certificate of Final Terms.
(b) Mandatory
Redemption. In the event term Bonds are issued as provided in Section
202, such Bonds shall be subject to mandatory redemption and payment prior
to their Stated Maturity pursuant to the mandatory redemption requirements of
this Section and the Certificate of Final Terms on the dates of the Stated
Maturities for serial Bonds at the principal amount thereof plus accrued
interest to the Redemption Date, without premium. The taxes levied in Article
IV which are to be deposited in the Debt Service Fund shall be sufficient
to redeem any Bonds, and the City shall redeem on such dates the principal
amounts set forth in Section 202 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 subject to mandatory redemption on said mandatory
Redemption Date, 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 subject to mandatory redemption on said mandatory
Redemption Date from any Registered Owner thereof whereupon the Paying Agent
shall use its best 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 subject
to mandatory redemption on said mandatory Redemption Date which, prior to such
date, have been redeemed (other than through the operation of the mandatory
redemption requirements of this subsection (b)) and cancelled by the
Paying Agent and not theretofore applied as a credit against any redemption
obligation under this subsection (b). 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 mandatory 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
complied with, such written certificate shall be accompanied by the term Bonds
to be cancelled.
Section 302. 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 from the City
specifying the principal amount, Stated Maturities, Redemption Date and
Redemption Prices of the Bonds to be called for redemption. If the Bonds are
refunded more than 90 days in advance of such Redemption Date, any escrow
agreement entered into by the City in connection with such refunding shall
provide that such written instructions to the Paying Agent shall be given by
the escrow agent on behalf of the City not more than 90 days prior to the
Redemption Date. The Paying Agent may in its discretion waive such notice
period so long as the notice requirements set forth in Section 303
are met. The foregoing provisions of this paragraph shall not apply to 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 shall hold in the Debt Service Fund 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. 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 at the time outstanding in
denominations greater than $5,000, then for all purposes in connection with
such redemption each $5,000 of face value shall be treated as though it were a
separate Bond of the denomination of $5,000. If it is determined that one or
more, but not all, of the $5,000 units of face value represented by any Bond
are selected for redemption, then upon notice of intention to redeem such
$5,000 unit or units, the Registered Owner of such Bond or the Registered
Owner’s duly authorized agent shall present and surrender such Bond to the
Paying Agent (1) for payment of the Redemption Price and interest to the
Redemption Date of such $5,000 unit or units of face value called for
redemption, and (2) for exchange, without charge to the Registered Owner
thereof, for a new Bond or Bonds of the aggregate principal amount of the
unredeemed portion of the principal amount of such Bond. If the Registered
Owner of any such Bond fails to present such Bond to the Paying Agent for
payment and exchange as aforesaid, such Bond shall, nevertheless, become due
and payable on the redemption date to the extent of the $5,000 unit or units of
face value called for redemption (and to that extent only).
Section 303. Notice and Effect of Call for Redemption. Unless waived by any Registered Owner of Bonds
to be redeemed, official notice of any redemption shall be given by the Paying
Agent on behalf of the City by mailing a copy of an official redemption notice
by first class mail at least 30 days prior to the Redemption Date to the State
Auditor of Missouri, the Purchaser of the Bonds and each Registered Owner of
the Bond or Bonds to be redeemed at the address shown on the Bond Register.
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 such 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 payment office of the Paying Agent.
With respect to optional redemptions,
such notice may be conditioned upon moneys being on deposit with the Paying
Agent on or prior to the Redemption Date in an amount sufficient to pay the
Redemption Price on the Redemption Date. If such notice is conditional
and either the Paying Agent receives written notice from the City that moneys
sufficient to pay the Redemption Price will not be on deposit on the Redemption
Date, or such moneys are not received on the Redemption Date, then such notice
shall be of no force and effect, the Paying Agent shall not redeem such Bonds
and the Paying Agent shall give notice, in the same manner in which the notice
of redemption was given, that such moneys were not or will not be so received
and that such Bonds will not be redeemed.
The
failure of any Registered Owner to receive notice given as heretofore provided
or any 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 moneys sufficient to pay the Redemption Price are not on deposit on the
Redemption Date) such Bonds or portion of Bonds shall cease to bear interest.
Upon surrender of such Bonds for redemption in accordance with such notice and
receipt by the Paying Agent of the Redemption Price, the Redemption Price of
such Bonds shall be paid by the Paying Agent on the Redemption Date.
Installments of interest due on or prior to the Redemption Date shall be
payable as herein provided for payment of interest. Upon surrender for any
partial redemption of any Bond, there shall be prepared for the Registered
Owner a new Bond or Bonds of the same Stated Maturity in the amount of the
unpaid principal as provided herein. All Bonds that have been surrendered for
redemption and paid on the Redemption Date shall be cancelled and destroyed by
the Paying Agent as provided herein and shall not be reissued.
The
Paying Agent is also directed to comply with any mandatory standards
established by the Securities and Exchange Commission and 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.
For
so long as the Securities Depository is affecting book-entry transfers of the
Bonds, 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 (having been mailed notice from the
Paying Agent, the Securities Depository, a Participant or otherwise) to notify
the beneficial owner of the Bond so affected, shall not affect the validity of
the redemption of such Bond.
ARTICLE IV
SECURITY FOR AND PAYMENT OF BONDS
Section 401. Security for the Bonds. The Bonds shall be general obligations of the
City payable as to both principal and interest from ad valorem taxes which may
be levied without limitation as to rate or amount upon all the taxable tangible
property, real and personal, within the territorial limits of the City. The
full faith, credit and resources of the City are hereby irrevocably pledged for
the prompt payment of the principal of and interest on the Bonds as the same
become due.
Section 402. Levy and Collection of Annual Tax. For the purpose of providing for the payment of
the principal of and interest on the Bonds as the same become due, there is
hereby authorized to be levied upon all of the taxable tangible property within
the City a direct annual tax sufficient to produce the amounts necessary for
the payment of such principal and interest as the same becomes due and payable
in each year.
The
taxes referred to above shall, to the extent that other funds of the City are
not available and earmarked for the purpose of paying the principal of and
interest on the Bonds, be levied upon the tax rolls in each of the several
years, respectively, and shall be levied and collected at the same time and in
the same manner as the other ad valorem taxes of the City are levied and
collected. The proceeds derived from said taxes shall be deposited in the Debt
Service Fund, shall be kept separate and apart from all other funds of the City
and shall be used solely for the payment of the principal of and interest on
the Bonds as and when the same become due, taking into account any scheduled
mandatory redemptions, and the fees and expenses of the Paying Agent.
If
at any time said taxes are not collected in time to pay the principal of or
interest on the Bonds when due, the Director of Finance is hereby authorized
and directed to pay said principal or interest out of the general municipal
revenue funds of the City and to reimburse said general municipal revenue funds
for money so expended when said taxes are collected.
ARTICLE V
ESTABLISHMENT OF FUNDS;
DEPOSIT AND APPLICATION OF MONEYS
Section 501. Establishment of Funds. There have been or shall be established in the
treasury of the City and shall be held and administered by the Director of
Finance of the City the following separate funds:
(a) Series
2012A Project Fund (the “Project Fund”) and within the Project Fund, three
separate accounts known as the “Zoo Account, ” the “Basic Infrastructure
Account” and the “Public Safety Account.”
(b) Series 2012A
Debt Service Fund (the “Debt Service Fund”).
(c) Rebate Fund.
(d) Costs of
Issuance Fund.
In addition to the
funds and accounts described above, the Escrow Agreement establishes an escrow
account to be held and administered by the Escrow Agent in accordance therewith.
The investment and use of moneys in the escrow account shall be governed by the
Escrow Agreement.
Section 502. Deposit of Bond Proceeds. The net proceeds received from the sale of the
Bonds, including any premium, shall be deposited simultaneously with the
delivery of the Bonds as follows:
(a) Proceeds of the
Bonds in the amount set forth in the Certificate of Final Terms shall be deposited
in the Debt Service Fund and applied in accordance with Section 504.
(b) Proceeds
of the Bonds shall be deposited in the Rebate Fund in an amount set forth in
the Certificate of Final Terms.
(c)
Proceeds of the Bonds shall be
deposited in the Costs of Issuance Fund in an amount set forth in the
Certificate of Final Terms to pay the costs of issuing the Bonds as authorized
by the Director of Finance.
(d) Proceeds of the 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 and the
redemption premium on the Refunded Bonds, as set forth in the Certificate of
Final Terms, shall be deposited in the escrow account as established pursuant
to each Escrow Agreement and shall be applied as provided therein.
(e) The remaining
proceeds of the Bonds shall be deposited in the various accounts of the Project
Fund as set forth in the Certificate of Final Terms.
Amounts
remaining in the Costs of Issuance Fund on September 1, 2012, shall be
transferred pro rata to the Zoo Account, the Basic Infrastructure Account and
the Public Safety Account. With
regard to the Zoo Project, costs and expenses of issuing such proportionate
amount of Bonds paid from Bond proceeds deposited in the Costs of Issuance Fund
shall not exceed 2% of the proportionate principal amount of such Bonds
allocable to the Zoo Project, since the portion of the proceeds of the Bonds
allocable to the Zoo Project are considered to be “private activity bonds” with
the meaning of Code Sections 141 and 145 and therefore are subject to the 2%
costs of issuance limitation contained in Code Section 147(g).
Section 503. Application of Moneys in the Project Fund. Moneys in the Project Fund shall be used by the
City solely and for the purpose of paying (a) a portion of the costs of the
Basic Infrastructure Project, (b) a portion of the costs of the Zoo Project and
(c) a portion of the costs of the Public Safety Project, as applicable, for
which the Bonds have been voted and authorized, as hereinbefore provided.
Upon
completion of each project component, any surplus remaining in the applicable
project account, shall be transferred to and deposited in the Debt Service Fund
and used to pay a proportionate amount of the next installment of principal
and/or interest due on the Bonds allocable to such project component.
Section 504. Application of Moneys in Debt Service Fund. All amounts paid and credited to the Debt
Service Fund shall be expended and used by the City for the sole purpose of
paying the principal or Redemption Price of and interest on the Bonds as and
when the same become due and the usual and customary fees and expenses of the
Paying Agent. The Director of Finance is authorized and directed to withdraw
from the Debt Service Fund sums sufficient to pay both principal or Redemption
Price of and interest on the Bonds and the fees and expenses of the Paying Agent
as and when the same become due, and to forward such sums to the Paying Agent
in a manner which ensures that the Paying Agent will receive immediately
available funds in such amounts on or before the business day immediately
preceding the dates when such principal, interest and fees of the Paying Agent
will become due. If, through the lapse of time or otherwise, the Registered
Owners of Bonds are no longer entitled to enforce payment of the Bonds or the
interest thereon, the Paying Agent shall return said funds to the City. All
moneys deposited with the Paying Agent shall be deemed to be deposited in
accordance with and subject to all of the provisions contained in this
Ordinance and shall be held in trust by the Paying Agent for the benefit of the
Registered Owners of the Bonds entitled to payment from such moneys.
Any
moneys or investments remaining in the Debt Service Fund after payment in full
of the Bonds and all other general obligation indebtedness of the City shall be
transferred and paid into the general fund of the City.
Section 505. Deposits and Investment of Moneys. Moneys in each of the funds created by and
referred to in this Ordinance shall be deposited in a bank or banks or other
legally permitted financial institutions located in the State of Missouri that
are members of the Federal Deposit Insurance Corporation. All such deposits
shall be continuously and adequately secured by the banks or financial
institutions holding such deposits as provided by the laws of the State of Missouri. All moneys held in the funds created by this Ordinance shall be kept separate
and apart from all other funds of the City so that there shall be no
commingling of such funds with any other funds of the City.
Moneys
held in any fund referred to in this Ordinance may be invested in accordance
with this Ordinance and the Federal Tax Certificate in Permitted Investments;
provided, however, that no such investment shall be made for a period extending
longer than to the date when the moneys invested may be needed for the purpose
for which such fund was created. The interest earnings and any profit realized
from Permitted Investments in any fund or account hereunder shall be credited
to the Debt Service Fund and any loss resulting from Permitted Investments in any
fund or account shall be charged to such fund or account.
Section 506. Nonpresentment of Bonds. If any Bond is not presented for payment when
the principal thereof becomes due at Maturity, if funds sufficient to pay such
Bond have been made available to the Paying Agent all liability of the City to
the Registered Owner thereof for the payment of such Bond shall forthwith
cease, determine and be completely discharged, and thereupon it shall be the
duty of the Paying Agent to hold such funds, without liability for interest
thereon, for the benefit of the Registered Owner of such Bond, who shall
thereafter be restricted exclusively to such funds for any claim of whatever
nature on his part under this Ordinance or on, or with respect to, said Bond.
If any Bond is not presented for payment within four years following the date
when such Bond becomes due at Maturity, the Paying Agent shall repay to the
City the funds theretofore held by it for payment of such Bond, and such Bond
shall, subject to the defense of any applicable statute of limitation,
thereafter be an unsecured obligation of the City, and the Registered Owner
thereof shall be entitled to look only to the City for payment, and then only
to the extent of the amount so repaid to it by the Paying Agent, and the City
shall not be liable for any interest thereon and shall not be regarded as a
trustee of such money.
Section 507. Application of Moneys
in the Rebate Fund.
(a) There shall be deposited in
the Rebate Fund (1) the amount required by Section 502(b) hereof and (2)
such amounts as are required to be deposited therein pursuant to the Federal
Tax Certificate. Subject to the payment provisions provided in subsection (b)
and (d) below, all money in the Rebate Fund shall be held in trust, to the extent
required to satisfy the Rebate Amount (as defined in the Federal Tax
Certificate), for payment to the United States of America, and neither the City
nor the Registered Owner of any Bond shall have any rights in or claim to such
money. All amounts deposited into or on deposit in the Rebate Fund shall be
governed by this Section and the Federal Tax Certificate.
(b) The
City shall periodically determine the rebatable arbitrage under Section 148(f)
of the Code in accordance with the Federal Tax Certificate, and the City shall
make payments to the United States of America at the times and in the amounts
determined under the Federal Tax Certificate. Except as provided in subsection
(d) below with respect to moneys deposited in the Rebate Fund pursuant to Section
502(b) hereof, any moneys remaining in the Rebate Fund after redemption and
payment of all of the Bonds and the interest thereon and payment and
satisfaction of any Rebate Amount, or provision made therefor, shall be
released to the City.
(c) Notwithstanding
any other provision of this Ordinance, including in particular Article VII,
the obligation to pay rebatable arbitrage to the United States and to comply
with all other requirements of this Section and the Federal Tax Certificate
shall survive the defeasance or payment in full of the Bonds.
(d) The moneys deposited in the
Rebate Fund pursuant to Section 502(b) hereof shall be used by the City
to pay the fees and expenses of the Rebate Analyst (as defined in the Federal
Tax Certificate). In the event that the City receives an opinion of Bond
Counsel to the effect that further computations of rebate are not required
under the Code, any unexpended portion of the moneys deposited in the Rebate
Fund pursuant to Section 502(b) hereof shall be transferred to the Debt
Service Fund.
ARTICLE VI
REMEDIES
Section 601. Remedies. The provisions of this Ordinance, including the covenants and
agreements herein contained, shall constitute a contract between the City and
the Registered Owners of the Bonds, and the Registered Owner or Owners of not
less than 10% in principal amount of the Bonds at the time Outstanding shall have
the right for the equal benefit and protection of all Registered Owners of
Bonds similarly situated:
(a) by mandamus or
other suit, action or proceedings at law or in equity to enforce the rights of
such Registered Owner or Owners against the City and its officers, agents and
employees, and to require and compel duties and obligations required by the
provisions of this Ordinance excluding Section 806 or by the
constitution and laws of the State of Missouri;
(b) by suit, action
or other proceedings in equity or at law to require the City, its officers,
agents and employees to account as if they were the trustees of an express
trust; and
(c) by suit, action
or other proceedings in equity or at law to enjoin any acts or things which may
be unlawful or in violation of the rights of the Registered Owners of the
Bonds.
Section 602. Limitation on Rights of Bondowners. The covenants and agreements of the City
contained herein and in the Bonds shall be for the equal benefit, protection
and security of the legal owners of any or all of the Bonds. All of the Bonds
shall be of equal rank and without preference or priority of one Bond over any
other Bond in the application of the funds herein pledged to the payment of the
principal of and the interest on the Bonds, or otherwise, except as to rate of
interest, or date of Maturity or right of prior redemption as provided in this
Ordinance. No one or more Bondowners secured hereby shall have any right in
any manner whatever by his or their action to affect, disturb or prejudice the
security granted and provided for herein, or to enforce any right hereunder,
except in the manner herein provided, and all proceedings at law or in equity
shall be instituted, had and maintained for the equal benefit of all Registered
Owners of such Outstanding Bonds.
Section 603. Remedies Cumulative. No remedy conferred herein upon the Bondowners
is intended to be exclusive of any other remedy, but each such remedy shall be
cumulative and in addition to every other remedy and may be exercised without
exhausting and without regard to any other remedy conferred herein. No waiver
of any default or breach of duty or contract by the Registered Owner of any
Bond shall extend to or affect any subsequent default or breach of duty or
contract or shall impair any rights or remedies consequent thereon. No delay
or omission of any Bondowner to exercise any right or power accruing upon any
default shall impair any such right or power or shall be construed to be a
waiver of any such default or acquiescence therein. Every substantive right
and every remedy conferred upon the Registered Owners of the Bonds by this
Ordinance may be enforced and exercised from time to time and as often as may
be deemed expedient. If any suit, action or proceedings taken by any Bondowner
on account of any default or to enforce any right or exercise any remedy has
been discontinued or abandoned for any reason, or has been determined adversely
to such Bondowner, then, and in every such case, the City and the Registered
Owners of the Bonds shall be restored to their former positions and rights
hereunder, respectively, and all rights, remedies, powers and duties of the
Bondowners shall continue as if no such suit, action or other proceedings had
been brought or taken.
ARTICLE VII
DEFEASANCE
Section 701. Defeasance. When any or all of the Bonds or scheduled
interest payments thereon have been paid and discharged, then the requirements
contained in this Ordinance and the pledge of the City’s faith and credit
hereunder and all other rights granted hereby shall terminate with respect to
the Bonds or scheduled interest payments thereon so paid and discharged. Bonds
or scheduled interest payments thereon shall be deemed to have been paid and
discharged within the meaning of this Ordinance if there has been deposited
with the Paying Agent, or other commercial bank or trust company located in the
State of Missouri and having full trust powers, at or prior to the Stated
Maturity or Redemption Date of said Bonds or the interest payments thereon, in
trust for and irrevocably appropriated thereto, moneys and/or Defeasance
Obligations which, together with the interest to be earned thereon, will be
sufficient for the payment of the principal or Redemption Price of said Bonds
and/or interest to accrue on such Bonds to the Stated Maturity or Redemption
Date, or if default in such payment has occurred on such date, then to the date
of the tender of such payments; provided, however, that if any such Bonds are
to be redeemed prior to their Stated Maturity, (1) the City shall have elected
to redeem such Bonds, and (2) either notice of such redemption shall have been
given, or the City shall have given irrevocable instructions, or shall have
provided for an escrow agent to give irrevocable instructions, to the Paying
Agent to redeem such Bonds in compliance with Section 302(a) of
this Ordinance. Any moneys and Defeasance Obligations that at any time shall
be deposited with the Paying Agent or other commercial bank or trust company by
or on behalf of the City, for the purpose of paying and discharging any of the
Bonds or the interest payments thereon, shall be and are hereby assigned, transferred
and set over to the Paying Agent or other bank or trust company in trust for
the respective Registered Owners of such Bonds, and such moneys shall be and
are hereby irrevocably appropriated to the payment and discharge thereof. All
moneys and Defeasance Obligations deposited with the Paying Agent or other bank
or trust company shall be deemed to be deposited in accordance with and subject
to all of the provisions of this Ordinance.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 801. Tax Covenants.
(a) The
City covenants and agrees that (1) it will comply with all applicable
provisions of the Code, including Sections 103 and 141 through 150, necessary
to maintain the exclusion from federal gross income of the interest on the
Bonds and (2) it will not use or permit the use of any proceeds of Bonds or any
other funds of the City, nor take or permit any other action, or fail to take
any action, if any such action or failure to take action would adversely affect
the exclusion from federal gross income of the interest on the Bonds. The City
will also pass such other ordinances or resolutions and take such other actions
as may be necessary to comply with the Code and with all other applicable
future law in order to ensure that the interest on the Bonds will remain
excluded from federal gross income, to the extent any such actions can be taken
by the City.
(b) The
City covenants and agrees that (1) it will use the proceeds of the Bonds as
soon as practicable for the purposes for which the Bonds are issued, and (2) it
will not invest or directly or indirectly use or permit the use of any proceeds
of the Bonds or any other funds of the City in any manner, or take or omit to
take any action, that would cause the Bonds to be “arbitrage bonds” within the
meaning of Section 148(a) of the Code.
(c) The
City covenants that it will pay or provide for the payment from time to time of
all rebatable arbitrage to the United States pursuant to Section 148(f) of the
Code and the Federal Tax Certificate. This covenant shall survive payment in
full or defeasance of the Bonds. The Federal Tax Certificate may be amended or
replaced if, in the opinion of Bond Counsel, such amendment or replacement will
not adversely affect the exclusion from federal gross income of interest on the
Bonds.
(d) A
portion of the Bonds is being issued as “qualified 501(c)(3) bonds” under
Section 145 of the Code, because proceeds of that portion (the “Qualified
501(c)(3) Portion”) will be used (1) to finance or refinance a portion of the
costs of improvements to the Kansas City Zoological Garden, owned by the City
and operated by Friends of the Zoo, Inc. of Kansas City, Missouri, a Missouri
nonprofit corporation, and (2) to refinance a portion of the costs of various
improvements to the museum, exhibits, library and educational facilities of the
World War I Museum Project at Liberty Memorial, owned by the City and operated
by the Liberty Memorial Association, a Missouri nonprofit corporation. The
City covenants that (A) with respect to the Qualified 501(c)(3) Portion of the
Bonds, it will not use any portion of the proceeds of that portion, including
any investment income earned on such proceeds directly or indirectly, in a
manner that would cause any Bond to lose its status as a “qualified 501(c)(3)
bond” under Section 145 of the Code and (B) with respect to the remaining
portion of the Bonds, it will not use any portion of the proceeds of that
portion, including any investment income earned on such proceeds, directly or
indirectly, in a manner that would cause any Bond of that portion to be a
“private activity bond” within the meaning of Section 141 of the Code.
(e) The
foregoing covenants shall remain in full force and effect notwithstanding the
defeasance of the Bonds pursuant to Article VII or any other provision
of this Ordinance, until the final Maturity of all Bonds Outstanding.
Section
802. Annual Audit. In accordance with the provisions of Section 836,
Article VIII, of the City’s Charter, the Council will provide that an
independent certified audit of the City’s books and records 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. All such schedules shall be incorporated in the
annual financial report relating to the City’s finances, required by Section
838, Article VIII, of the City’s Charter. A copy of each such annual report
will be filed with the City Clerk and will be open for public inspection.
Section 803. Amendments. The rights and duties of the City and the
Bondowners, and the terms and provisions of the Bonds or of this Ordinance, may
be amended or modified at any time in any respect by Ordinance of the City with
the written consent of the Registered Owners of not less than a majority in
principal amount of the Bonds then Outstanding, such consent to be evidenced by
an instrument or instruments executed by such Registered Owners and duly
acknowledged or proved in the manner of a deed to be recorded, and such
instrument or instruments shall be filed with the City Clerk, but no such
modification or alteration shall:
(a) extend the
maturity of any payment of principal or interest due upon any Bond;
(b) effect a
reduction in the amount which the City is required to pay as principal of or
interest on any Bond;
(c) permit
preference or priority of any Bond over any other Bond; or
(d) reduce the
percentage in principal amount of Bonds required for the written consent to any
modification or alteration of the provisions of this Ordinance.
Any
provision of the Bonds or of this Ordinance may, however, be amended or modified
by Ordinance duly adopted by the governing body of the City at any time in any
legal respect with the written consent of the Registered Owners of all of the
Bonds at the time Outstanding.
Without
notice to or the consent of any Bondowners, the City may amend or supplement
this Ordinance for the purpose of curing any formal defect, omission,
inconsistency or ambiguity therein or in connection with any other change
therein which is not materially adverse to the interests of the Bondowners or
conforming this Ordinance to the Code.
Every
amendment or modification of the provisions of the Bonds or of this Ordinance,
to which the written consent of the Bondowners is given, as above provided,
shall be expressed in an ordinance adopted by the governing body of the City
amending or supplementing the provisions of this Ordinance and shall be deemed
to be a part of this Ordinance. A certified copy of every such amendatory or
supplemental Ordinance, if any, and a certified copy of this Ordinance shall
always be kept on file in the office of the City Clerk, and shall be made
available for inspection by the Registered Owner of any Bond or a prospective
purchaser or owner of any Bond authorized by this Ordinance, and upon payment
of the reasonable cost of preparing the same, a certified copy of any such
amendatory or supplemental Ordinance or of this Ordinance will be sent by the
City Clerk to any such Bondowner or prospective Bondowner.
Any
and all modifications made in the manner hereinabove provided shall not become
effective until there has been filed with the City Clerk a copy of the
Ordinance of the City hereinabove provided for, duly certified, as well as
proof of any required consent to such modification by the Registered Owners of
the Bonds then Outstanding. It shall not be necessary to note on any of the
Outstanding Bonds any reference to such amendment or modification.
The
City shall furnish to the Paying Agent a copy of any amendment to the Bonds or
this Ordinance which affects the duties or obligations of the Paying Agent
under this Ordinance.
Section 804. Notices, Consents and Other Instruments by
Bondowners. Any notice, consent,
request, direction, approval or other instrument to be signed and executed by
the Bondowners may be in any number of concurrent writings of similar tenor and
may be signed or executed by such Bondowners in person or by agent appointed in
writing. Proof of the execution of any such instrument or of the writing
appointing any such agent and of the ownership of Bonds, other than the
assignment of ownership of a Bond, if made in the following manner, shall be
sufficient for any of the purposes of this Ordinance, and shall be conclusive
in favor of the City and the Paying Agent with regard to any action taken,
suffered or omitted under any such instrument, namely:
(a) The fact and
date of the execution by any person of any such instrument may be proved by a
certificate of any officer in any jurisdiction who by law has power to take
acknowledgments within such jurisdiction that the person signing such
instrument acknowledged before such officer the execution thereof, or by
affidavit of any witness to such execution.
(b) The fact of
ownership of Bonds, the amount or amounts, numbers and other identification of
Bonds, and the date of holding the same shall be proved by the Bond Register.
In
determining whether the Registered Owners of the requisite principal amount of
Bonds Outstanding have given any request, demand, authorization, direction,
notice, consent or waiver under this Ordinance, Bonds owned by the City shall
be disregarded and deemed not to be Outstanding under this Ordinance, except
that, in determining whether the Bondowners shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Bonds which the Bondowners know to be so owned shall be so disregarded.
Notwithstanding the foregoing, Bonds so owned which have been pledged in good
faith shall not be disregarded as aforesaid if the pledgee establishes to the
satisfaction of the Bondowners the pledgee’s right so to act with respect to
such Bonds and that the pledgee is not the City.
Section 805. Further Authority. The officers of the City, including the Mayor
and City Clerk, are hereby authorized and directed to execute all documents and
take such actions as they may deem necessary or advisable in order to carry out
and perform the purposes of this Ordinance and to make ministerial alterations,
changes or additions in the foregoing agreements, statements, instruments and
other documents herein approved, authorized and confirmed which they may
approve, and the execution or taking of such action shall be conclusive evidence
of such necessity or advisability.
Section 806. Continuing Disclosure. The City covenants and agrees to enter into a
Continuing Disclosure Undertaking for the benefit of the Bondowners or similar
undertaking intended to satisfy the ongoing disclosure requirements of
Securities and Exchange Commission Rule 15c2‑12 and the Director of
Finance is authorized to execute and deliver the Continuing Disclosure
Undertaking.
Section 807. Severability. If any section or other part of this Ordinance,
whether large or small, is for any reason held invalid, the invalidity thereof
shall not affect the validity of the other provisions of this Ordinance.
Section 808. Approval of Contracts. The City hereby approves the selection (1) of
Gilmore & Bell, P.C. and Martinez, Madrigal & Machicao, LLC as co-bond
counsel to the City for the Bonds, (2) of First Southwest Company and Moody
Reid Financial Advisors as the City’s co-financial advisors, (3) of King
Hershey, PC, Clayborn & Associates, LLC and Jane Hart Law Offices, LLC as
co-disclosure counsel, and (4) of Citigroup Global Markets Inc., as
representative of the underwriters, and
approves and ratifies all contracts in connection with such selections.
Section
809. Electronic Storage. The City agrees that the transactions
described herein may be conducted and related documents may be stored by
electronic means.
Section 810. Governing Law. This Ordinance shall be governed exclusively by
and construed in accordance with the applicable laws of the State of Missouri.
Section 811. Effective Date. This Ordinance shall take effect and be in full
force ten (10) days after its passage.
______________________________________________
Approved
as to form and legality:
_________________________________
Sarah
Baxter
Assistant
City Attorney
EXHIBIT A
TERMS
OF BONDS
1. Purchase
Price: Not greater than 110% of the Principal Amount.
2. Weighted Average Maturity of the Bonds: Not less than
6.6 years nor more than 10.6 years.
3. Optional Redemption at Par: No later than February 1,
2023.
4. True Interest Cost: Not to exceed 4.00%.
5. Underwriter’s Discount: Not to exceed
0.75%.
6. Final Maturity: Not to exceed February 1,
2032.
7. Present value savings on the Series 2003F
Refunded Bonds: Not less than 3.50%.
8. Present value savings on the Series 2004F
Refunded Bonds: Not less than 3.50%.
9. Minimum net to City from new money portion:
$124,285,000.00.
EXHIBIT B
CERTIFICATE
OF FINAL TERMS
EXHIBIT
C
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 City’s General Obligation Improvement and
Refunding Bonds Series 2012A (the “Bonds”), certifies pursuant to Section 211
of Ordinance No. 12____:
1. Principal
Amount . The Bonds are issued in the Principal Amount of $__________.
2. Maturity Schedule. The Bonds will mature
on the dates and in the amounts and bear interest at the rates as follows:
Maturity Principal Interest
February 1 Amount Rate
† Term Bond
3. Weighted Average Maturity of the Bonds:
The weighted average maturity of the Bonds is _____ years, as shown on Schedule
1 to this Certificate.
4. True Interest Cost: The True Interest
Cost of the Bonds is ______%, as shown on Schedule 2 to this Certificate.
5. Purchaser and Purchase Price. The purchase price of the Bonds is
$_________________, (representing the principal amount of
$_________________, plus the premium of $_____________________, less the
underwriter’s 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
February 1, 20___, and thereafter may be called for redemption and payment
prior to their Stated Maturity on February 1, 20___, and thereafter in
whole or in part at any time in such amounts for each Stated 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 301(b) 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
Bonds shall be deposited simultaneously with the delivery of the Bonds as
follows:
(a) All accrued
interest of $____________ [and premium of $__________________ received from the
sale of the Bonds to be used to pay capitalized interest on a portion of the
Bonds] shall be deposited in the Debt Service Fund and applied in accordance
with Section 504.
(b) The sum of
$___,000.00 of the proceeds of the Bonds shall be deposited in the Rebate Fund.
(c) $______________
[of premium received from the sale of the Bonds] shall be deposited in the
Costs of Issuance Fund to pay the costs of issuing the Bonds as authorized by
the Director of Finance.
(d) The
sum of $_____________ of the proceeds of the Bonds [and premium of
$__________________ received from the sale of the Bonds] shall be transferred
to the Escrow Agent for the Series 2003F Refunded Bonds and deposited in the
escrow account established pursuant to the Escrow Agreement for the Series
2003F Refunded Bond and applied in accordance therewith.
(e) The
sum of $_____________ of the proceeds of the Bonds [and premium of
$__________________ received from the sale of the Bonds] shall be transferred
to the Escrow Agent for the Series 2004F Refunded Bonds and deposited in the
escrow account established pursuant to the Escrow Agreement for the Series
2004F Refunded Bond and applied in accordance therewith.
(f) The
sum of $__________________of the proceeds of the Bonds [and premium of
$__________________ received from the sale of the Bonds] shall be deposited in
the Zoo Account of the Project Fund.
(g) The
sum of $_________ of the proceeds of the Bonds [and premium of
$__________________ received from the sale of the Bonds] shall be deposited in
the Basic Infrastructure Account of the Project Fund.
(h) The
sum of $_________ of the proceeds of the Bonds [and premium of
$__________________ received from the sale of the Bonds] shall be deposited in
the Public Safety Account of the Project Fund.
9. Refunded
Bonds. The Refunded Bonds are described as follows:
The terms set
forth in this Certificate of Final Terms are within the limitations of Exhibit
A to the Ordinance.
Delivered this
____ day of ___________, 2012.
CITY
OF KANSAS CITY, MISSOURI
By:
Mayor
Schedule 1
Schedule 2