KC Skyline

City Clerk Web Search

Search the Ordinances:

Legislation #: 970206 Introduction Date: 2/20/1997
Type: Ordinance Effective Date: 3/16/1997
Sponsor: None
Title: Authorizing the issuance of General Improvement Airport Refunding Revenue Bonds, Series 1997A of the City of Kansas City, Missouri, in the principal amount not to exceed $34,000,000.00; prescribing the form and details of said Bonds and the covenants and agreements to provide for the payment and security thereof; and authorizing certain actions and documents and prescribing other materials relating thereto.

Legislation History
DateMinutesDescription
2/20/1997

Prepare to Introduce

2/20/1997

Referred Finance & Administration Committee

2/24/1997

Do Pass as a Committee Substitute

2/24/1997

Assigned to Third Read Calendar

3/6/1997

Passed as Substituted


View Attachments
FileTypeSizeDescription
No attachment(s) found

Printer Friendly Version

 

COMMITTEE SUBSTITUTE FOR ORDINANCE NO. 970206

 

Authorizing the issuance of General Improvement Airport Refunding Revenue Bonds, Series 1997A of the City of Kansas City, Missouri, in the principal amount not to exceed $34,000,000.00; prescribing the form and details of said Bonds and the covenants and agreements to provide for the payment and security thereof; and authorizing certain actions and documents and prescribing other materials relating thereto.

 

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

 

WHEREAS, the City has heretofore issued and has outstanding the following series of revenue bonds payable out of the revenues derived from the operation of the Airports (as hereinafter defined): Principal Amount

Series Date of Original Principal Outstanding as of Designation Bonds Amount March 15, 1997

 

Series 1967 September 1, 1967 $53,000,000.00 $ 6,495,000.00 Series 1987 June 1, 1987 33,000,000.00 2,810,000.00 Series 1989A September 1, 1989 38,720,000.00 38,720,000.00 Series 1994A November 15, 1994 39,210,000.00 39,210,000.00 Series 1994B November 15, 1994 28,000,000.00 28,000,000.00 Series 1995 December 15, 1995 41,020,000.00 41,020,000.00

 

WHEREAS, the City desires to refund all of the outstanding Series 1994B Bonds being $1,255,000.00 principal amount maturing on September 1, 2012, and $26,745,000.00 principal amount maturing on September 1, 2014 (the "Refunded Bonds"), and is authorized by Section 108.140 RSMo, (the "Refunding Law") to issue and sell refunding revenue bonds for the purpose of refunding, in whole or in part, its valid outstanding revenue bonds, which refunding revenue bonds may be payable from the same sources as were pledged to the payment of the Refunded Bonds; and

 

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

 

BE IT ORDAINED BY THE COUNCIL OF KANSAS CITY:

 

Section 1. Definitions. In addition to the words and terms otherwise defined herein, unless the context shall clearly indicate some other meaning, the words and terms defined in this Section shall for all purposes of this Ordinance have the respective meanings specified in this Section, to wit:

 

"Airports " means the Downtown Airport located in Clay County, Missouri, Kansas City International Airport located in Platte County, Missouri, Richards-Gebaur Airport located in Cass County, Missouri, and any other airport now or hereafter owned and operated by the City.

 

"Bond Counsel" means Gilmore & Bell, P.C. and the Hardwick Law Firm, LLC, or other firm of attorneys nationally recognized on the subject of municipal bonds.

 

"Bond Insurance Policy" means the municipal bond insurance policy issued by the Bond Insurer on the date of delivery of the Bonds insuring it in accordance with its terms the payment when due on the regularly scheduled due dates for payment therefor of the principal of and interest on the bonds.

 

"Bond Insurer" means MBIA Insurance Corporation, a stock insurance company organized and existing under the laws of the State of New York and any successors or assigns thereof.

 

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

 

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

 

"Bond Registrar" means the office of the City Director of Finance or a bank or trust company duly appointed by the City Director of Finance to act as registrar and transfer agent for the registration, transfer and exchange of Bonds, and any successors thereto.

 

"Bonds" and "Series 1997A Bonds" mean the General Improvement Airport Refunding Revenue Bonds, Series 1997A, of the City herein authorized.

 

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

 

"City" means the City of Kansas City, Missouri.

 

"Consultant" or "Airport Consultant" means an independent airport consultant or firm of airport consulting engineers having a national reputation for having skill and experience in the development, operation and management of airports.

 

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

 

"Escrow Agent" means UMB Bank, n.a., Kansas City, Missouri, and its successor or successors at the time acting as the Escrow Agent under the Escrow Agreement.

 

"Escrow Agreement" means the Escrow Trust Agreement dated as of March 15, 1997, between the City and the Escrow Agent.

 

"Escrow Fund" means the fund by that name referred to in Section 3 of the Escrow Agreement.

 

"Escrowed Securities" means the direct non-callable obligations of the United States of America listed on Schedule 2 to the Escrow Agreement and any Substitute Escrowed Securities.

 

"Fiscal year" or "operating year" means the City's fiscal year or operating year then in effect.

 

"General Improvement Airport Revenue Bonds" means all revenue bonds now or hereafter issued payable from the general revenues of the Airports.

 

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

 

"Governing Body" or "Council" means the Council of the City.

 

"Insurance Paying Agent means State Street Bank and Trust Company, in New York, New York, as insurance paying agent under the Bond Insurance Policy delivered in connection with the Bonds of its successor under the Bond Insurance Policy.

 

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

 

"Investment Provisions" means the Arbitrage Instructions attached to the City's Arbitrage Certificate.

 

"Kansas City Airports Fund" means the fund established by Committee Substitute for Ordinance No. 17,944 of the City passed on June 16, 1954.

 

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

 

"1967 Ordinance" or "Ordinance No. 34153" means Committee Substitute for Ordinance No. 34153 of the City, adopted on July 14, 1967, authorizing the Series 1967 Bonds.

 

"1987 Ordinance" means Committee Substitute for Ordinance No. 60774.

 

"1989 A Ordinance" means Committee Substitute for Ordinance No. 64453.

 

"1994 A Ordinance" means Committee Substitute for Ordinance No. 941518.

 

"1995 Ordinance" means Committee Substitute for Ordinance No. 951568.

 

"Ordinance", "this Ordinance", "hereof", "herein", "hereto" and similar terms shall refer to this Ordinance of the City authorizing the Bonds, as originally executed or as it may be supplemented or amended from time to time.

 

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

 

(i) Bonds theretofore fully paid by the Paying Agent to the registered holders as

described in Section 5 hereof or canceled by the Bond Registrar or delivered to the Bond Registrar for cancellation;

 

(ii) Bonds that have been defeased by the deposit of funds or qualified securities

with the Paying Agent or other qualified party in compliance with this Ordinance; and

 

(iii) Bonds in exchange for or in lieu of which other Bonds have been

authenticated and delivered pursuant to this Ordinance.

 

"Outstanding Parity Bonds" means the Series 1967 Bonds, the Series 1987 Bonds, the Series 1989 A Bonds, the Series 1994 A Bonds and the Series 1995 Bonds Outstanding on the date of the issuance and delivery of the Bonds.

 

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

 

"Paying Agent" means the Office of the Director of Finance of the City or a bank or trust company duly appointed by the City Director of Finance to act as paying agent for the payment of the principal of, premium, if any, and interest on the Bonds and any successors thereto.

 

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

 

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

 

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

 

"Refunded Bonds" means the Outstanding General Improvement Airport Revenue Bonds, Series 1994 B, authorized by the Refunded Bonds Ordinance.

 

"Refunded Bonds Ordinance" means Committee Substitute for Ordinance No. 941517 of the City, authorizing the Refunded Bonds.

 

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

 

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

 

"Replacement Bonds" means the Bond Certificates authenticated and delivered by the Bond Registrar pursuant to Section 7 hereof.

 

"Revenues" means the revenues derived and to be derived by the City from the operation of the Airports and deposited in the Kansas City Airports Fund.

 

"Series 1967 Bonds" means the Outstanding General Improvement Airport Revenue Bonds, Series September 1, 1967, of the City, authorized by the 1967 Ordinance.

 

"Series 1987 Bonds" means the Outstanding General Improvement Airport Revenue Bonds, Series 1987, of the City, authorized by the 1987 Ordinance.

 

"Series 1989 A Bonds" means the Outstanding General Improvement Airport Revenue Bonds, Series l989A, of the City, authorized by the l989A Ordinance.

 

"Series 1994 A Bonds" means the Outstanding General Improvement Airport Revenue Bonds, Series 1994 A, authorized by the l994A Ordinance.

 

"Series 1995 Bonds" means the Outstanding General Improvement Airport Revenue Bonds, Series 1995, authorized by the 1995 Ordinance.

 

"Special Record Date" means the date fixed by the Bond Registrar pursuant to Section 4 hereof for the payment of Defaulted Interest.

 

"Stated Maturity" when used with respect to any Bond or any installment of interest thereon means the date specified in Section 4 of this Ordinance as the fixed date on which the principal of such Bond or such installment of interest is due and payable.

 

Section 2. Authorization of and Security for the Bonds; Bond Insurance Policy; Rights of Bond Insurer; Payments under Bond Insurance Policy. For the purpose of providing funds to pay the cost of refunding the Refunded Bonds, there shall be issued and are hereby authorized and directed to be issued a series of General Improvement Airport Refunding Revenue Bonds, Series 1997A, in the aggregate principal amount not to exceed $34,000,000.00.

 

The Bonds shall be special obligations of the City payable solely from, and secured as to payment of principal and interest by a pledge of, the Revenues derived from the operation of the Airports, and deposited in the Kansas City Airports Fund and not from any other fund or source, and the taxing power of the City is not pledged to the payment of the Bonds either as to principal or interest. The Bonds shall not be or constitute a general obligation of the City, nor shall they constitute an indebtedness of the City within the meaning of any constitutional, statutory or charter provision, limitation or restriction.

 

The Bonds shall stand on a parity with respect to the payment of principal, premium, if any, and interest from the revenues derived by the City from the operation of the Airports and in all other respects with the Outstanding Parity Bonds. The Bonds shall not have any priority with respect to the payment of principal or interest from said Revenues or otherwise over the Outstanding Parity Bonds, nor over any other general improvement airport revenue bonds of the City hereafter issued in accordance with the provisions of this Ordinance and standing on a parity with the Bonds, nor shall the Outstanding Parity Bonds, or any other general improvement airport revenue bonds of the City hereafter issued have any priority with respect to the payment of principal, premium, if any, or interest from said revenues or otherwise over the Bonds.

 

The City shall obtain the Bond Insurance Policy with respect to the principal of and interest on the Bonds. The rights of the Bond Insurer set forth in this Ordinance may be exercised only so long as the Bond Insurer is not judged insolvent and is not in default in its payment obligations under the Bond Insurance Policy.

 

In the event that on the second Business Day, and again on the Business Day, prior to each Interest Payment Date for the Bonds, the Paying Agent has not received sufficient moneys to pay all principal of and interest on the Bonds due on the second following or following Business Day, as the case may be, the Paying Agent shall notify the Bond Insurer or its designee on the same Business Day by telephone or telecopier, confirmed in writing by registered or certified mail, of the amount of the deficiency.

 

If the deficiency is made up in whole or in part prior to or on the Interest Payment Date, the Paying Agent shall so notify the Bond Insurer or his designee.

 

In addition, if the Paying Agent has notice that any Bondholder has been required to disgorge payments of principal or interest on the Bonds to a trustee in bankruptcy or creditors or others pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes a voidable preference to such Bondholder within the meaning of any applicable bankruptcy laws, then the Paying Agent shall notify the Bond Insurer or its designee of such fact by telephone or telegraphic notice, confirmed in writing by registered or certified mail.

 

The Paying Agent is hereby irrevocably designated, appointed, directed and authorized to act as attorney-in-fact for the Bondholders, as follows:

 

(a) If and to the extent there is a deficiency in amounts required to pay interest

on the Bonds by 10:00 A.M. on the Interest Payment Date, the Paying Agent shall (i) execute and deliver to the Insurance Paying Agent, in form satisfactory to the insurance Paying Agent, an instrument appointing the Bond Insurer as agent for such Bondholders in any legal proceeding related to the payment of such interest and an assignment to the Bond Insurer of the claims for interest to which such deficiency relates and which are paid by the Bond Insurer, (ii) receive as designee of the respective Bondholders (and not as Paying Agent) in accordance with the tenor of the Bond Insurance Policy payment from the Insurance Paying Agent with respect to the claims for interest so assigned and (iii) disburse the same to such respective Bondholders; and

 

(b) If and to the extent of a deficiency in the amounts required to pay principal

of the Bonds by 10:00 A.M. on the Interest Payment Date, the Paying Agent shall (i) execute and deliver to the Insurance Paying Agent in form satisfactory to the Insurance Paying Agent an instrument appointing the Bond Insurer as agent for such Bondholder in any legal proceeding relating to the payment of such principal and an assignment to the Bond Insurer of any of the Bonds surrendered to the Insurance Paying Agent of so much of the principal amount thereof as has not previously been paid or for which moneys are not held by the Paying Agent and available for such payment (but such assignment shall be delivered only if payment from the Insurance Paying Agent is received), (ii) receive as designee of the respective Bondholders (and not as Paying Agent in accordance) with the tenor of the bond Insurance Policy payment therefor from the Insurance Paying Agent and (iii) disburse the same to such Bondholders.

 

Payments with respect to claims for interest on and principal of Bonds disbursed by the Paying Agent from proceeds of the Bond Insurance Policy shall not be considered to discharge the obligation of the City with respect to such Bonds, and the Bond Insurer shall become the Owner of such unpaid Bonds and claims for the interest in accordance with the tenor of the assignment made to it under the provisions of this subsection or otherwise.

 

Irrespective of whether any such assignment is executed and delivered, the Bondholders and the Paying Agent hereby agree for the benefit of the Bond Insurer that:

 

(a) they recognize that to the extent that the Bond Insurer makes payments,

directly or indirectly (as by paying through the Paying Agent), on account of principal or of interest on the Bonds, the Bond Insurer will be subrogated to the rights of such Bondholders to receive the amount of such principal and interest from the City, with interest thereon as provided and solely from the sources stated in this Ordinance and the Bonds; and

 

(b) they will accordingly pay to the Bond Insurer the amount of such principal

and interest (including principal and interest recovered under subparagraph (a) of the first paragraph of the Bond Insurance Policy, which principal and interest shall be deemed past due and not to have been paid), with interest thereon as provided in this Ordinance and the Bonds, but only from the sources and in the manner provided herein for the payment of principal of and interest on the Bonds to Bondholders, and will otherwise treat the Bond Insurer as the Owner of such rights to the amount of such principal and interest.

 

Section 3. Description of the Bonds, Immobilization of the Bonds by the Depository. The Bonds, upon original issuance, are expected to be issued solely in book-entry form, with a single Global Bond Certificate for each series or maturity, to be delivered by the City to the Depository. The Bonds shall be registered on the registration books of the Bond Registrar to Cede & Co., the nominee of the Depository. No beneficial owners will receive certificates representing their respective interests in the Bonds except in the event the City issues Replacement Bonds, as provided herein. During the term of the Bonds, ownership and subsequent transfers of ownership will be reflected by book-entry on the records of the Depository and its Participants and payment of principal of, and interest on, the Bonds will be made by the Paying Agent to the Depository on behalf of the beneficial owners of the Bonds until and unless the Bond Registrar authenticates and delivers Bond certificates to the beneficial owners of the Bonds, or their nominees ("Replacement Bonds") as described in Section 7 hereof. Global Bond Certificates evidencing the Bonds may not be transferred or exchanged except as provided in Sections 7, 8 and 9 hereof.

 

Each Bond shall be in the denomination of $5,000.00 or any integral multiple thereof not exceeding the principal amount of Bonds maturing in the year in which such Bond becomes due, as specified by the Holder of such Bond. The Bonds shall be numbered in a manner determined by the Bond Registrar. The Bonds shall be dated March 15, 1997, and shall have the Stated Maturities as provided in the ordinance establishing the interest rates, maturities and sinking fund redemptions, if any, of the Bonds.

 

The Bonds shall bear interest from the most recent Interest Payment Date to which interest has been paid in full or, if no interest has been paid, from March 15, 1997. Interest on the Bonds shall be payable on September 1, 1997, and thereafter semiannually on March 1 and September 1 in each year.

 

Section 4. Method and Place of Payment of Principal of and Interest on the Bonds; Interest Rights Preserved. The principal of, redemption premium, if any, and interest (computed on the basis of a 360-day year of twelve 30-day months) on the Bonds shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Payment of the interest on each Bond shall be made by the Paying Agent on each Interest Payment Date to the Person appearing as the Holder thereof in the Bond Register at the close of business on the Regular Record Date next preceding said Interest Payment Date, by check or draft in next day funds mailed to the Holder's address as it appears in the Bond Register. The principal of and redemption premium, if any, for each Bond shall be payable to or for the account of the Bondholder upon the presentation and surrender of such Bond at its Maturity at the principal office of the Paying Agent. Upon a reduction in the aggregate principal amount of the Bonds, the registered Holder may make a notation of such redemption on the panel provided on the Bond stating the amount so redeemed, or may return the Bond to the Bond Registrar in exchange for a new Bond, authenticated by the Bond Registrar, in proper principal amount. Such notation, if made by the Bondholder, shall be for reference only, and may not be relied upon by any other person as being in any way determinative of the principal amount of such Bond Outstanding, unless the Bond Registrar has initialed the appropriate column of the panel.

 

Payment of principal of, redemption premium, if any, and interest on a Bond may be made by such other method of transferring funds as may be requested by the Holder of the Bond.

 

Notwithstanding any of the foregoing provisions of this Section to the contrary, any interest on the Bonds which is payable, but is not punctually paid on any Interest Payment Date (herein called "Defaulted Interest"), shall be payable to the Persons in whose names the Bonds are registered at the close of business on a Special Record Date. The Special Record Date shall be fixed in the following manner: ( 1 ) the City shall notify the Bond Registrar and the Depository in writing of the amount of Defaulted Interest proposed to be paid on the Bonds and the date of the proposed payment, which proposed payment date shall be at least 30 days after receipt by the Bond Registrar of such notice from the City; (2) at the same time the City shall deposit with the Paying Agent an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Paying Agent for such deposit prior to the date of the proposed payment, and (3) thereupon, the Bond Registrar shall fix a Special Record Date for the payment of such Defaulted Interest which shall be the calendar day prior to the date of the proposed payment.

 

The Bond Registrar shall promptly notify the City of such Special Record Date and, in the name and at the expense of the City, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be forwarded by hand delivery (with receipt) or mailed, first class postage prepaid, to the Holder of each Bond at the Holder's address as it appears in the Bond Register, not less than 30 days nor more than 45 days prior to the date of the proposed payment. In the event that the Depository, or its nominee or agents shall be the holder of all of the Outstanding Bonds, such notice shall be in the possession of the Depository one business day prior to any mailing or publication of the notice. Such notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Bonds are registered at the close of business on such Special Record Date.

 

Subject to the foregoing provisions of this Section, each Bond delivered under this Ordinance upon transfer of or in exchange for or in lieu of any other Bond shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond.

 

Section 5. Execution, Authentication and Delivery of the Bonds. The Bonds shall be executed on behalf of the City by the manual or facsimile signature of its Mayor and attested by the manual or facsimile certificate of its City Clerk and countersigned by the manual or facsimile signature of the Director of Finance of the City, and shall have the seal of the City affixed thereto or imprinted thereon. In the event any officer whose signature or facsimile thereof appears on any Bond shall cease to be such officer before the delivery of such Bond, such signature or facsimile thereof shall nevertheless be valid and sufficient for all purposes, the same as if such person had remained in office until delivery. Any Bond may be executed by such persons as at the actual time of the execution of such Bond shall be the proper officers to sign such Bond although at the original date of such Bond such persons may not have been such officers.

 

The Bonds shall have endorsed thereon a Certificate of Authentication substantially in the form hereinafter set forth which shall have the Registration Date inserted and shall be manually executed by the Bond Registrar.

 

No Bond shall be entitled to any security or benefit under this Ordinance or shall be valid or obligatory for any purpose unless and until such Certificate of Authentication shall have been duly executed by the Bond Registrar by manual signature. Such executed Certificate of Authentication upon any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Ordinance and that such Bondholder has been entered on record in the Bond Register kept by the Bond Registrar. The Certificate of Authentication shall be deemed to have been duly executed if the Registration Date has been inserted and if it has been signed and dated by any authorized officer or employee of the Bond Registrar, but it shall not be necessary that the same officer or employee sign the Certificate of Authentication on all of the Bonds that may be issued hereunder at any one time.

 

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

 

Section 6. Immobilization of Bonds by the Depository. The Global Bond Certificates may be in printed or typewritten form or otherwise, as acceptable to the Depository, shall be registered in the name of the Depository or its nominee and held immobilized from circulation at the offices of the Depository on the behalf of the underwriters and subsequent Bondholders. The Depository will be the sole holder of record of such Global Bond Certificates and no investor or other party purchasing, selling or otherwise transferring ownership of any Bond is to receive, hold or deliver any bond certificates as long as the Depository holds such Bonds immobilized from circulation.

 

The certificates evidencing the Bonds may not thereafter be transferred or exchanged except:

 

(i) To any successor of the Depository (or its nominee) or any substitute

depository ("substitute depository") designated pursuant to clause (ii) of this subsection, provided that any successor of the Depository or any substitute depository must be both a "clearing corporation" as defined in Section 8-102 of the Uniform Commercial Code of the State of Missouri (Section 400.8-102 RSMo 1978, as amended), and a qualified and registered "clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended,

 

(ii) To a substitute depository designated by and acceptable to the City upon (a)

the determination by the Depository that the Bonds shall no longer be eligible for depository services or (b) a determination by the City that the Depository is no longer able to carry out its functions, provided that any substitute depository must be qualified to act as such, as provided in clause (i) of this subsection, or

 

(iii) To those persons to whom transfer is requested in written transfer instructions

in the event that

 

(a) the Depository shall resign or discontinue its services for the Bonds

and, only if the City is unable to locate a qualified successor within two months

following the resignation or determination of non-eligibility, or

 

(b) upon a determination by the City that the continuation of the book--

entry system described herein, which precludes the issuance of certificates to any

Holder other than the Depository (or its nominee) is no longer in the best interest of

the beneficial owners of the Bonds,

 

then the City shall notify Bondholders of its determination and of the availability of certificates (Replacement Bonds) to Bondholders requesting same and the registration, transfer and exchange of such Bonds will be conducted as provided in Section 7 hereof.

 

In the event of a succession of the Depository as may be authorized by this section, the Bond Registrar upon its receipt of bond certificates for cancellation shall cause the authorization and delivery of bond certificates to the substitute or successor depository in appropriate denominations and form as approved hereunder and the substitute or successor depository shall be treated as the Depository for all purposes and functions under the Ordinance.

 

Section 7. Registration, Transfer and Exchange of Bonds. So long as any of the Bonds remain Outstanding, the City shall cause the Bond Register to be kept at the principal office of the Bond Registrar and all of the Bonds and transfers and exchanges thereof shall be fully registered in the names of the Holders as to both principal and interest in the Bond Register. The Bond Insurer or its designated agent shall be given access to the registration books kept by the Paying Agent and the Bond Registrar (i) upon the occurrence of an event requiring payment by the Bond Insurer under the Bond Insurance Policy; and (ii) during regular business hours of the Bond Registrar upon three days notice to the Bond Registrar.

 

Subject to the restrictions of Section 6 hereof, Bonds may be transferred in the Bond Register only upon surrender thereof to the Bond Registrar duly endorsed for transfer or accompanied by a written instrument of transfer duly executed by the Holder thereof or his attorney or legal representative in such form as shall be satisfactory to the Bond Registrar. Upon any such transfer, the City shall execute and the Bond Registrar shall authenticate and deliver in exchange for such Bond a new Bond or Bonds, registered in the name of the transferee, of any denomination or denominations authorized by this Ordinance in an aggregate principal amount equal to the principal amount of such Bond, of the same Stated Maturity and bearing interest at the same rate.

 

Bonds, upon surrender thereof at the principal office of the Bond Registrar, together with an assignment duly executed by the Holder thereof or his attorney or legal representative in such form as shall be satisfactory to the Bond Registrar, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of Bonds of the same Stated Maturity, of any denomination or denominations authorized by this Ordinance, and bearing interest at the same rate.

 

In all cases in which Bonds shall be exchanged or transferred hereunder, the City shall execute and the Bond Registrar shall authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this Ordinance. All Bonds surrendered in any such exchange or transfer shall forthwith be canceled by the Bond Registrar. No service charge shall be made to any Bondholder for registration, transfer or exchange of Bonds, but the City or the Bond Registrar may make a charge for every transfer or exchange of Bonds sufficient to reimburse it or them for any tax or other governmental charge required to be paid with respect to such transfer or exchange, and such charges shall be paid before any such transfer or exchange shall be completed.

 

The City and the Bond Registrar shall not be required (i) to issue, transfer or exchange any Bond during a period beginning at the opening of business 15 days preceding the date of mailing of a notice of redemption for Bonds selected for redemption under Section 11 and ending at the close of business on the day of such mailing; (ii) to transfer or exchange any Bond so selected for redemption in whole or in part; or (iii) to issue, transfer or exchange any Bond during a period beginning at the opening of business on the day after receiving written notice from the City of its intent to pay Defaulted Interest and ending at the close of business on the date fixed for the payment of Defaulted Interest pursuant to Section 4 of this Ordinance.

 

Section 8. Persons Deemed Owners of Bonds. The Person in whose name any Bond shall be registered shall be deemed and regarded by the City, the Bond Registrar and the Paying Agent as the absolute owner thereof, whether such Bond shall be overdue or not, for the purpose of receiving payment therefor or on account thereof and for all purposes, and neither the City, the Bond Registrar nor the Paying Agent shall be affected by notice to the contrary, except that the Bond Insurer shall be deemed to be the Bondholder of the Bonds guaranteed by the Bond Insurance Policy for all purposes. Payment of or on account of the principal of, premium, if any, and interest on any Bond shall be made only to or upon the order of the Holder thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid.

 

Section 9. Mutilated, Lost, Stolen or Destroyed Bonds. In the event any Global Certificate or Replacement Bond shall become mutilated, or be lost, stolen or destroyed, the City shall execute and the Bond Registrar shall authenticate and shall deliver a new Bond of like date and tenor as the Bond mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Bond Registrar, and in the case of any lost, stolen or destroyed Bond, there shall be first furnished to the City and the Bond Registrar evidence of such loss, theft or destruction satisfactory to the City and the Bond Registrar, together with indemnity satisfactory to them to save each of them harmless, and provided further that any applicable statutory requirements pertaining to mutilated, lost, stolen or destroyed Bonds are met. In the event any such Bond shall have matured, instead of issuing a substitute Bond the City may pay or authorize the payment of the same without surrender thereof. Upon the issuance of any substitute Bond, the City and the Bond Registrar may require the payment of an amount sufficient to reimburse the City and the Bond Registrar for any tax or other governmental charge that may be imposed in relation thereto and any other reasonable fees and expenses incurred in connection therewith. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, stolen or destroyed Bonds.

 

Section 10. Cancellation and Destruction of Bonds Upon Payment. All Bonds surrendered for payment, redemption, transfer or exchange shall be delivered to the Bond Registrar and, if not already canceled, the Bond Registrar shall cancel such Bonds and record such cancellation in the Bond Register. Thereafter, such canceled Bonds shall be delivered to the City or, at the request of the City, destroyed by the Bond Registrar provided that the Bond Registrar shall file a certificate describing the Bonds so destroyed with the City.

 

Section 11. Redemption of Bonds Prior to Stated Maturity. The Series 1997A Bonds maturing on and after September 1, 2008, are subject to redemption prior to maturity, at the option of the City, in whole or in part, on any interest payment date on or after September 1, 2007, in whole at any time or in part on any interest payment date in inverse order of maturity (Bonds of less that a single maturity to be selected in multiples of $5,000.00 principal amount by the Paying Agent in such equitable manner as it shall designate), at the redemption prices set forth below, expressed as percentages of principal amount, plus accrued interest to the redemption date.

 

Redemption Dates Redemption Prices

 

September 1, 2007 to August 31, 2008 101 1/2%

September 1, 2008 to August 31, 2009 101%

September 1, 2009 to August 31, 2010 100 1/2%

September 1, 2010 and thereafter 100%

 

The Bond Registrar shall call Bonds for redemption and payment as herein provided upon receipt by the Bond Registrar at least 45 days prior to the Redemption Date of a written request of the City. Such request shall specify the principal amount of Bonds to be called for redemption and their Stated Maturities, the Redemption Price or Prices and the Redemption Date.

 

Bonds shall be redeemed in the principal amount of $5,000.00 or any integral multiple thereof. In the case of a partial redemption of Bonds of the same Stated Maturity, the Bonds to be redeemed shall be selected by the Bond Registrar from the Outstanding Bonds of that Stated Maturity by such random allocation method as the Bond Registrar shall deem fair and appropriate and which may provide for the selection for redemption of portions of the principal of Outstanding Bonds of that Stated Maturity that have been issued in a denomination larger than $5,000.00. The portions of the principal of Outstanding Bonds so selected for partial redemption shall be equal to $5,000.00 or integral multiples thereof. Any Bond which is to be redeemed only in part shall be submitted to the Paying Agent and delivered to the Bond Registrar, who shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered; provided, however, that upon a redemption of all or a portion of the Bonds, the Holder may make a notation on the back panel of the certificate as provided in Section 5 hereof. If the Holder of any such Bond of a denomination greater than $5,000.00 shall fail to present such Bond to the Paying Agent for payment and exchange as aforesaid, such Bond shall, nevertheless, become due and payable on the Redemption Date to the extent of the principal amount of such Bond called for redemption (and to that extent only).

 

If and when the City shall call any of the Bonds for redemption and payment prior to the Stated Maturity thereof, the Bond Registrar shall give written notice in the name of the City of its intention to redeem and pay such Bonds at the office of the Paying Agent. In the event of a partial redemption, notice of redemption shall be given by first class mail, postage prepaid, mailed not less than 30 days nor more than 45 days prior to the Redemption Date, to the Bond Insurer and each Holder of Bonds to be redeemed, at its address appearing in the Bond Register. If the City shall call all Outstanding Bonds, notice shall be given not less than 45 days nor more than 60 days prior to the Redemption Date. All notices of redemption shall state:

 

(a) The Redemption Date;

 

(b) The Redemption Price;

 

(c) If less than all Outstanding Bonds are to be redeemed, the identification (and,

in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed;

 

(d) That on the Redemption Date, the Redemption Price will become due and

payable upon each such Bond, and that interest thereon shall cease to accrue from and after said date; and

 

(e) The place where such Bonds are to be surrendered for payment of the

Redemption Price (which shall be the office of the Paying Agent).

 

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

 

(a) Each further notice of redemption given hereunder shall contain the

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

 

(b) Each further notice of redemption shall be sent at least one day before the

mailing of notice to Bondholders by first class, registered or certified mail or overnight delivery as determined by the Paying Agent to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds.

 

(c) Each check or other transfer of funds issued for the payment of the

Redemption Price of Bonds being redeemed, shall bear or have enclosed the CUSIP number of the Bonds being redeemed with the proceeds of such check or other transfer.

 

The Paying Agent is also directed to comply with any mandatory or voluntary standards established by the Securities and Exchange Commission then in effect for processing redemptions of municipal securities. Failure to comply with such standards shall not affect or invalidate the redemption of any Bond.

 

The Bond Registrar shall use its best efforts to deliver any such notice to the Depository on the business day next preceding the date of mailing of such notice to all other owners of the Bonds.

 

The failure of the Holder of any Bond to be redeemed to receive written notice mailed pursuant hereto shall not affect or invalidate the redemption of said Bond. If any Bond is called for redemption and payment as aforesaid, all interest on such Bond shall cease from and after the date for which such call is made, provided funds are made available to the Paying Agent for its payment on the Redemption Date at the Redemption Price.

 

If and when there shall have accumulated in the Extension and Bond Retirement Account heretofore created and ratified by Section 16 of this Ordinance or in any other fund or account herein created or ratified any moneys or investments which the Council shall have determined shall be used for the redemption and retirement prior to maturity of the Bonds, the Director of Finance of the City shall publish notice calling for tenders from the holders of any of the Bonds, provided the Director may delay any call for tenders until the amount available for the purchase of Bonds aggregates not less than Fifty Thousand Dollars ($50,000.00). Such notice shall specify the date upon which sealed tenders will be received and shall be published in the City of New York, New York, not less than fifteen days prior to the date as specified. A copy of said notice shall be sent by United States mail to the manager of the underwriting group purchasing the Bonds, said notices to be mailed not less than fifteen days prior to the date specified for the receipt of tenders. Purchase of Bonds shall be made by the acceptance of the lowest priced tenders received (such prices not to exceed the then applicable call price if the Bonds are redeemable) at a price not exceeding the principal amount of the Bonds to be purchased together with accrued interest thereon to date of purchase, together with a premium of three percent (3%) of such principal amount, such Bonds to be purchased to the extent permitted by the funds on hand in the Account and available for such purchase. If any Bonds are redeemable, any moneys not used for the purchase of Bonds as aforesaid shall be used to redeem and pay Bonds by call for redemption prior to maturity on the next date upon which the Bonds are redeemable in accordance with the provisions hereinbefore contained in this Section 11. Nothing herein contained shall obligate the City to call for tenders more frequently than once in any three-month period.

 

Section 12. Form of Bonds. The Bonds and the Bond Registrar's Certificate of Authentication to be endorsed thereon shall be in substantially the form set forth in this Section. The Bonds may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any custom, usage or requirement of law with respect thereto.

 

 

(FORM OF SERIES 1997A BONDS)

 

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

 

UNITED STATES OF AMERICA

 

STATE OF MISSOURI

 

CITY OF KANSAS CITY

 

GENERAL IMPROVEMENT AIRPORT REFUNDING REVENUE BOND

SERIES 1997A

 

REGISTERED REGISTERED NUMBER $_______________

 

Interest Maturity Rate: Date: Dated Date: CUSIP ___% March 15, 1997

 

REGISTERED HOLDER: CEDE & CO.

 

PRINCIPAL AMOUNT: DOLLARS

 

THE CITY OF KANSAS CITY, MISSOURI (the "City"), for value received, promises to pay, but only from the sources and in the manner hereinafter described, to the Registered Holder identified above, or registered assigns, on the Maturity Date identified above, unless called for redemption prior to maturity, the Principal Amount identified above and to pay interest thereon from said sources at the Interest Rate per annum specified above from the most recent interest payment date to which interest has been paid in full or, if no interest has been paid, from March 15, 1997, said interest being payable on September 1, 1997, and thereafter semiannually on March 1 and September 1 in each year. The Principal Amount of redemption premium, if any, and interest (computed on the basis of a 360-day year of twelve 30 day months) on this Bond are payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Bond will be paid by check or draft mailed or wire transferred to the person in whose name this Bond (or one or more predecessor Bonds) is registered in the Bond Register maintained by the Bond Registrar at the close of business on the fifteenth calendar day of the month next preceding each interest payment date (the "Regular Record Date"). Interest not punctually paid will be paid as otherwise provided in the Ordinance. The Principal Amount and redemption premium, if any, are payable by check or draft mailed or wire transferred to the Registered Holder upon presentation and surrender hereof at the principal office of the Paying Agent; provided, however, that upon a partial redemption of the Bonds which results in the stated amount hereof being reduced, the registered owner hereof may make a notation on the panel provided herein of such redemption, stating the amount so redeemed or may return the Bond to the Bond Registrar in exchange for a new Bond, authenticated by the Bond Registrar, in proper principal amount. Such notation, if made by the Bondholder, shall be for reference only, and may not be relied upon by any other person as being in any way determinative of the principal amount of such Bond Outstanding, unless the Registrar has initialed the appropriate column of the panel.

 

THIS BOND is one of a duly authorized issue of fully registered bonds of the City designated "General Improvement Airport Refunding Revenue Bonds, Series 1997A", aggregating the principal amount of $34,000,000.00 (the "Bonds"), issued for the purpose of paying the cost of refunding outstanding general improvement airport revenue bonds of the City under the authority of and in full compliance with the constitution and laws of the State of Missouri, including the Charter of the City, and pursuant to an ordinance duly adopted by the Council of the City authorizing the issuance and delivery of the Bonds (the "Ordinance").

 

THE BONDS are special obligations of the City payable solely from, and secured as to the payment of principal and interest by a pledge of, the revenues derived by the City from the operation of the City's Airports including Kansas City International Airport, Kansas City Downtown Airport, Richards-Gebaur Airport and any other airport now or hereafter owned and operated by the City (the "Airports") and accruing to the Kansas City Airports Fund, and the bonds may be so issued only in accordance with and subject to the covenants, conditions and restrictions relating thereto set forth in the Ordinance.

 

THE BONDS maturing on and after September 1, 2008, are subject to redemption and payment prior to their scheduled Maturity Date at the option of the City in whole or in part on any interest payment date on or after September 1, 2007, in integral multiples of $5,000.00, at the principal amount thereof plus accrued interest thereon to the date of redemption and payment, together with a premium which on September 1, 2007 shall be equal to one percent (1%) of the Principal Amount of the Bonds so redeemed on such date, which premium shall thereafter be reduced by one-half of one percent ( of !%) of the principal amount of any Bond redeemed for each full year from September 1, 2007, to the date of redemption, until September 1, 2009, on and after which date no such premium shall be applicable.

 

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

 

BONDS to be redeemed pursuant to the above provision shall be selected by the Bond Registrar in such manner as it shall deem fair and appropriate.

 

IN THE EVENT any of the Bonds are called for partial redemption as aforesaid, written notice thereof will be given by first class mail mailed not less than 30 days nor more than 45 days prior to the redemption date to each Registered Holder of Bonds to be redeemed. If all the bonds are called for redemption, notice is to be given not less than forty-five days nor more than sixty days prior to the redemption date. In connection with any such notice, the "CUSIP" numbers assigned to the Bonds shall be used. All Bonds so called for redemption will cease to bear interest on the specified redemption date provided funds or certain securities in which such funds are invested for their redemption are on deposit with the Paying Agent on such redemption date for timely payment to the Bondholders, and will no longer be secured by the Ordinance and will not be deemed to be outstanding under the provisions of the Ordinance.

 

THE CITY hereby covenants with the Registered Holder of this Bond to keep and perform all covenants and agreements contained in the Ordinance, and the City will fix, establish, maintain and collect such reasonable rentals, rates, fees and charges for the use and occupancy of its Airports and for the services and facilities thereof, as will produce revenues sufficient to operate and maintain the Airports, to pay the principal of and interest on the Bonds as and when the same become due and to provide reasonable and adequate reserve funds. Reference is made to the Ordinance for a description of the covenants and agreements made by the City with respect to the collection, segregation and application of the revenues of the Airports, the nature and extent of the security for the Bonds, the rights, duties and obligations of the City with respect thereto, and the rights of the Registered Holders thereof.

 

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

 

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

 

THIS BOND is transferable, as provided in the Ordinance, only in the Bond Register of the City kept for that purpose at the office of the Bond Registrar upon surrender of this Bond duly endorsed or accompanied by a written instrument of transfer satisfactory to the Bond Registrar duly executed by the Registered Holder hereof or his duly authorized attorney or legal representative, and thereupon a new Bond or Bonds in the same aggregate principal amount shall be issued to the transferee in exchange therefor subject to the conditions provided in the Ordinance. The Bonds for each maturity are issuable only in the form of fully registered bonds without coupons in the denomination of $5,000.00 or any integral multiple thereof. The Registered Holder of any Bond or Bonds may surrender the same in exchange for an equal aggregate principal amount of Bonds of any authorized denomination in the manner and subject to the conditions provided in the Ordinance. No service charge will be made for any such transfer or exchange, but the Bond Registrar or City may require payment of any tax or governmental charge in connection therewith. The City, the Bond Registrar and the Paying Agent may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the Principal Amount or redemption price hereof and interest due hereon and for all other purposes.

 

THIS BOND shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Ordinance until the Certificate of Authentication hereon shall have been dated and executed by the Bond Registrar.

 

IT IS HEREBY CERTIFIED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of the Bonds have existed, happened and been performed in due time, form and manner as required by law.

 

IN WITNESS WHEREOF, THE CITY OF KANSAS CITY, MISSOURI, has executed this Bond by causing it to be signed by the manual or facsimile signature of its Mayor, attested by the manual or facsimile signature of its City Clerk, and countersigned by the manual or facsimile signature of its Director of Finance, has caused its seal to be affixed hereto or printed hereon, and has caused this Bond to be dated March 15, 1997.

 

CITY OF KANSAS CITY, MISSOURI

 

 

[SEAL] By:___________________________ Mayor

ATTEST:

 

______________________ City Clerk

 

 

COUNTERSIGNED

 

____________________________

Director of Finance

 

 

____________

STATEMENT OF INSURANCE

 

MBIA Insurance Corporation (the "Insurer") has issued a policy containing the following provisions, such policy being on file at UMB Bank, n.a., Kansas City, Missouri.

 

The Insurer in consideration of the payment of the premium and subject to the terms of this policy, hereby unconditionally and irrevocably guarantees to any owner, as hereinafter defined, of the following described obligations, the full and complete payment required to be made by or on behalf of the Issuer to UMB Bank, n.a., Kansas City, Missouri or its successor (the "Paying Agent") of an amount equal to (i) the principal of (either at the stated maturity or by any advancement of maturity pursuant to a mandatory sinking fund payment) and interest on, the Obligations (as that term is defined below) as such payments shall become due by not be so paid (except that in the event of any acceleration of the due date of such principal by reason of mandatory or optional redemption or acceleration resulting from default or otherwise, other than any advancement of maturity pursuant to a mandatory sinking fund payment, the payments guaranteed hereby shall be made in such amounts and at such times as such payments of principal would have been due had there not been any such acceleration); and (ii) the reimbursement of any such payment which is subsequently recovered from any owner pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such owner within the meaning of any applicable bankruptcy law. The amounts referred to in clauses (i) and (ii) of the preceding sentence shall be referred to herein collectively as the "Insured Amounts." "Obligations" shall mean:

 

$34,000,000.00

City of Kansas City, Missouri

General Improvement Airport Refunding Revenue Bonds,

Series 1997A

 

Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing by registered or certified mail, or upon receipt of written notice by registered or certified mail, by the Insurer from the Paying Agent or any owner of an Obligation the payment of an Insured Amount for which is then due, that such required payment has not been made, the Insurer on the due date of such payment or within one business day after receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with State Street Bank and Trust Company, N.A., in New York, New York, or its successor, sufficient for the payment of any such Insured Amounts which are then due. Upon presentment and surrender of such Obligations or presentment of such other proof of ownership of the Obligations, together with any appropriate instruments of assignment to evidence the assignment of the Insured Amounts due on the Obligations as are paid by the Insurer, and appropriate instruments to effect the appointment of the Insurer as agent for such owners of the Obligations in any legal proceeding related to payment of Insured Amounts on the Obligations, such instruments being in a form satisfactory to State Street Bank and Trust Company, N.A., State Street Bank and Trust Company, N.A. shall disburse to such owners or the Paying Agent payment of the Insured Amounts due on such Obligations, less any amount held by the Paying Agent for the payment of such Insured Amounts and legally available therefor. This policy does not insure against loss of any prepayment premium which pay at any time be payable with respect to any Obligation.

 

As used herein, the term "owner" shall mean the registered owner of any Obligation as indicated in the books maintained by the Paying Agent, the Issuer, or any designee of the Issuer of such purpose. The term owner shall not include the Issuer of any party whose agreement with the Issuer or any party whose agreement with the Issuer constitutes the underlying security of the Obligations.

 

Any service of process on the Insurer may be made to the Insurer at its offices located at 113 King Street, Armonk, New York, 10504 and such service of process shall be valid and binding.

 

This policy is non-cancelable for any reason. The premium on this policy is not refundable for any reason including the payment prior to maturity of the Obligations.

 

_____________

 

CERTIFICATE OF AUTHENTICATION

 

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

 

REGISTRATION DATE:________________ [Bond Registrar]

 

 

 

Bond Registrar and Paying Agent

 

 

By:______________________________

 

 

 

ASSIGNMENT

 

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto

 

_________________________________________________

(Social Security or Other Identifying Number of Transferee)

 

_________________________________________________

(Please Print or Typewrite Name and Address of Transferee)

 

_________________________________________________

 

the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints _______________________ Attorney to transfer the within Bond on the Bond Register kept by the Bond Registrar with full power of substitution in the premises.

 

DATED: ________________________

 

 

NOTICE: The signature to this assignment must correspond

with the name as it appears upon the face of the within Bond

in every particular, without alteration or enlargement or any

change whatever.

 

Signature Guaranteed:

 

____________________________________

 

NOTICE: Signature(s) must be guaranteed by an eligible

guarantor institution as defined by SEC Rule 17Ad-15 (17

CFR 240.17Ad-15).

 

By: _______________________________

Authorized Officer

 

SCHEDULE OF REDEMPTIONS

 

Date of Amount Remaining Signature of Redemption Redeemed Balance Bond Registrar ________________ ____________ _____________ __________ ________________ ____________ _____________ ______________ ________________ ____________ _____________ ______________ ________________ ____________ _____________ __________ ________________ ____________ _____________ ______________ ________________ ____________ _____________ ______________ ________________ ____________ _____________ __________ ________________ ____________ _____________ __________ ________________ ____________ _____________ ______________

 

 

Section 13. Authorization of Escrow Agreement. The City is hereby authorized to enter into the Escrow Agreement, dated as of March 15, 1997, between the City and the Escrow Agent, in substantially the form presented at this meeting, and the Director of Finance and the City Clerk are hereby authorized and directed to execute the Escrow Agreement with such changes therein as such officials may deem appropriate, for and on behalf of and as the act and deed of the City. The Escrow Agent is hereby authorized to carry out, on behalf of the City, the duties, terms and provisions of the Escrow Agreement, and the Escrow Agent, the purchaser and Bond Counsel are authorized to take all necessary actions for the subscription and purchase of the Escrowed Securities described therein, including the subscription for United States Treasury Securities - State and Local Government Series.

 

Section 14. Disposition of Bond Proceeds; Redemption of Refunded Bonds. The net proceeds of the Bonds shall be deposited with the Escrow Agent in the Escrow Fund pursuant to the Escrow Agreement. Under the Escrow Agreement, the Escrow Agent will apply moneys in the Escrow Fund to purchase the Escrowed Securities and to establish an initial cash balance in accordance with the Escrow Agreement. The cash and Escrowed Securities held in the Escrow Fund will be applied by the Escrow Agent solely to the payment of the principal of, redemption premium, if any, and interest on the Refunded Bonds. All money deposited with the Escrow Agent shall be deemed to be deposited in accordance with and subject to all of the provisions contained in the Refunded Bonds Ordinance and the Escrow Agreement.

 

Concurrently with the issuance and delivery of the Bonds and the creation of the escrow provided for herein, the City shall obtain the certification of an independent certified public accountant that such accountant has verified the accuracy of the calculations that demonstrate that the money and obligations required to be deposited with the Escrow Agent, together with the earnings to accrue thereon, will be sufficient for the timely payment of the principal of, redemption premium, if any, and interest on the Refunded Bonds as and when the same become due.

 

Any amount received by the City on account of accrued interest and premium, if any, on the Bonds shall be credited to the "Principal and Interest Account for General Improvement Airport Refunding Revenue Bonds, Series 1997A, dated March 15, 1997", created by Section 16 of this Ordinance.

 

The Refunded Bonds, becoming due on September 1 in the years 2012 and 2014, in the aggregate principal amount of $28,000,000.00, is hereby called for redemption and payment prior to maturity on September 1, 2004. The Refunded Bonds shall be redeemed at the office of the Director of Finance of the City, the paying agent for the Refunded Bonds, on said redemption date by the payment of the principal thereof, together with the redemption premium and accrued interest thereon to the redemption date. In accordance with the requirements of the Refunded Bonds Ordinance, the Director of Finance is hereby directed to cause notice of the call for redemption and payment of the Refunded Bonds to be given in the manner provided in the Refunded Bond Ordinance. The officers of the City and any paying agent for Refunded Bonds are hereby authorized and directed to take such other action as may be necessary in order to effect the redemption and payment of the Refunded Bonds as herein provided.

 

Section 15. Kansas City Airports Fund. So long as any of the Bonds remain Outstanding and unpaid, the City covenants and agrees that all Revenues derived and to be derived by the City from the operation of the Airports including all Revenues derived by the City from all additions, extensions, enlargements and improvements of the Airports hereafter made or acquired, excluding (i) any revenues under the Special Facilities Agreement and Ground Lease between the City and Transworld Airlines, Inc., dated December 1, 1967, (ii) any revenues under a certain TWA Flight Training Center Lease by and between the City and Transworld Airlines, Inc., dated April 1, 1971, (iii) any revenues under the Lease Agreement by and between the City and Host International, Inc. dated the 19th day of June, 1980, as amended, and (iv) any revenues under any other special facilities agreement and ground lease heretofore or hereafter entered into by and between the City and any airline serving the City pledged to the payment of special facilities airport revenue bonds issued by the City to finance the cost of constructing special facilities to be leased to such airline, subject, however, to any liens upon or claims against the revenues of any such extensions existing at the time of the acquisition thereof by the City, will be paid and deposited promptly in the Kansas City Airports Fund, and will be segregated and kept separate and apart from the other revenues and funds of the City.

 

Section 16. Ratification and Creation of Funds and Accounts. The establishment by Sections 3.3 and 3.4 of Ordinance No. 34153 of the City of five separate accounts in the Department of Finance of the City known respectively as the

 

(a) "Interest and Principal Account for General Improvement Airport Revenue Bonds, Series September 1, 1967",

 

(b) "Reserve Account for General Improvement Airport Revenue Bonds, Series September 1, 1967",

 

(c) "Deferred Maintenance and Replacement Account",

 

(d) "Reserve Operation and Maintenance Account", and

 

(e) "Extension and Bond Retirement Account",

 

is ratified and confirmed.

 

The establishment in the Department of Finance of the City by the 1987 Ordinance of two separate accounts known respectively as the

 

(f) "Principal and Interest Account for General Improvement Airport Revenue Bonds, dated June l, 1987", and

 

(g) "Reserve Account for General Improvement Airport Revenue Bonds dated June 1, 1987",

 

is ratified and confirmed.

 

The establishment in the Department of Finance of the City by the 1989 A Ordinance of two separate accounts known respectively as the

 

(h) "Principal and Interest Account for General Improvement Airport Revenue Bonds, Series 1989 A, dated September 1, 1989", and

 

(i) "Reserve Account for General Improvement Airport Revenue Bonds, Series 1989 A, dated September 1, 1989,"

 

is ratified and confirmed.

 

The establishment in the Department of Finance of the City by the 1994 A Ordinance of two separate accounts known respectively as the

 

(j) "Principal and Interest Account for General Improvement Airport Revenue Bonds, Series 1994 A, dated November 15, 1994", and

 

(k) "Reserve Account for General Improvement Airport Revenue Bonds, Series 1994 A, dated November 15, 1994",

 

is ratified and confirmed.

 

The establishment in the Department of Finance of the City by the 1995 Ordinance of two separate accounts known respectively as the

 

(l) "Principal and Interest Account for General Improvement Airport Revenue Bonds, Series 1995, dated December 15, 1995", and

 

(m) "Reserve Account for General Improvement Airport Revenue Bonds, Series 1995, dated December 15, 1995",

 

is ratified and confirmed.

 

In addition to the accounts aforesaid, there are hereby created and ordered to be established in the Department of Finance of the City two separate accounts to be known respectively as the

 

(n) "Principal and Interest Account for General Improvement Airport Refunding Revenue Bonds, Series 1997A, dated March 15, 1997", hereinafter sometimes called

the "Principal and Interest Account", and

 

(o) "Reserve Account for General Improvement Airport Refunding Revenue Bonds, Series 1997A, dated March 15, 1997'', hereinafter sometimes called the "Bond

Reserve Account",

 

The accounts referred to in paragraphs (a) and (b) aforesaid shall be maintained and administered by the City in accordance with the provisions of the 1967 Ordinance so long as any of the Series 1967 Bonds remain outstanding. The accounts referred to in paragraphs (f) and (g) shall be maintained and administered by the City in accordance with the provisions of the 1987 Ordinance so long as any of the Series 1987 Bonds remain outstanding. The accounts referred to in paragraphs (h) and (i) shall be maintained and administered by the City in accordance with the provisions of the 1989 A Ordinance so long as any of the Series 1989 A Bonds remain outstanding. The accounts referred to in paragraphs (j) and (k) shall be maintained and administered by the City in accordance with the provisions of the 1994 A Ordinance so long as any of the Series 1994 A Bonds remain outstanding. The accounts referred to in paragraphs (1) and (m) shall be maintained and administered by the City in accordance with the provisions of the 1995 Ordinance so long as any of the Series 1995 Bonds remain outstanding. The accounts referred to paragraphs (c), (d), (e), (n) and (o) aforesaid shall be maintained and administered by the City as hereinafter provided so long as any of the Series 1997A Bonds remain outstanding.

 

Section 17. Application of Moneys in Fund and Accounts. The City covenants and agrees that so long as any of the Bonds remain Outstanding, money paid and deposited in the Kansas City Airports Fund heretofore established by the City will be administered and disposed of as follows:

 

(a) The City shall first pay or make provision for the payment each month of the

reasonable and proper expenses of operating and maintaining the Airports for the current month, and keeping said Airports and the equipment and facilities thereof in good repair and operating condition including normal repairs and replacements, said expenses including, without limiting the generality of the foregoing, salaries, wages, public utility services and insurance. All of such expenditures shall be made in accordance with the provisions of the then current annual budget of the City prepared and adopted as provided in the City's Charter and ordinances duly passed relating thereto and in amounts not in excess of the amounts specified in said budget.

 

(b) After paying or making provisions for the payment, each month, of the

reasonable and proper expenses of operating and maintaining the Airports as hereinbefore provided in paragraph (a) of this Section, the City shall next pay into the Reserve Operation and Maintenance Account any amounts required by the provisions of Ordinance No. 34153.

 

(c) After paying or making provision for the payment, each month, of the

amounts required to be paid and credited from the Kansas City Airports Fund pursuant to subparagraphs (a) and (b) of this Section, the City shall next pay and credit monthly from the Kansas City Airports Fund (i) to the "Interest and Principal Account for General Improvement Airport Revenue Bonds, Series September 1, 1967", created by the 1967 Ordinance, so long as any of the Series 1967 Bonds remain outstanding, all amounts required to be so paid and credited by the provisions of the 1967 Ordinance, (ii) to the "Principal and Interest Account for General Improvement Airport Revenue Bonds, dated June 1, 1987" created by the 1987 Ordinance, so long as any of the Series 1987 Bonds remain outstanding, all amounts required to be so paid and credited by the provisions of the 1987 Ordinance, (iii) to the "Principal and Interest Account for General Improvement Airport Revenue Bonds, Series 1989 A, dated September 1, 1989", created by the 1989 A Ordinance, so long as any of the Series 1989 A Bonds remain outstanding, all amounts required to be so paid and credited by the provisions of the 1989 A Ordinance, (iv) to the "Principal and Interest Account for General Improvement Airport Revenue Bonds, Series 1994 A, Dated November 15, 1994," created by the 1994 A Ordinance, so long as any of the Series 1994 A Bonds remain outstanding, all amounts required to be so paid and credited by the provisions of the 1994 A Ordinance, and (v) to the "Principal and Interest Account for General Improvement Airport Revenue Bonds, dated December 15, 1995, created by the 1995 Ordinance, so long as any of the Series 1995 Bonds remain outstanding, all amounts required to be so paid and credited by the provisions of the 1995 Ordinance. At the same time that said payments and credits to said interest and principal accounts are made, and on a parity therewith, the City shall pay and credit to the "Principal and Interest Account for General Improvement Airport Refunding Revenue Bonds, Series 1997A, dated March 15, 1997," to the extent necessary to meet at the maturity thereof all interest on and principal of the Bonds, the following sums:

 

(i) Beginning April 20, 1997, and on the 20th day of each month

thereafter, and to and including August 20, 1997, an equal pro rata portion of the

amount of interest becoming due on the Bonds on September 1, 1997; and thereafter,

beginning on September 20, 1997, and continuing on the twentieth day of each

month thereafter so long as any of the Bonds shall remain Outstanding and unpaid,

an amount not less than 1/6 of the amount of interest that will become due on the

Bonds on the next succeeding Interest Payment Date;

 

(ii) Beginning on September 20, 1997, and continuing on the twentieth

day of each month thereafter so long as any of the Bonds herein authorized shall

remain Outstanding and unpaid, an amount not less than one-twelfth of the principal

amount of the Bonds becoming due on the next succeeding bond maturity date;

 

(iii) On the twentieth day of each month in which fees, if any, of the Bond

Registrar and Paying Agent are scheduled to become due, such amounts as may be

required to pay such fees of the Bond Registrar and the Paying Agent.

 

All amounts paid and credited to the Principal and Interest Account shall be expended and used by the City for the sole purpose of paying the interest on and principal of the Bonds as and when the same become due and the fees of the Bond Registrar and the Paying Agent for acting as bond registrar and paying agent, if any.

 

If at any time the moneys in the Kansas City Airports Fund shall be insufficient to make in full the payments and credits at the time required to be made by the City to the principal and interest accounts established to pay the then outstanding general improvement airport revenue bonds of the City, including only the Bonds and other general improvement airport revenue bonds of the City heretofore or hereafter issued and standing on a parity with the Bonds, the available moneys in the Kansas City Airports Funds shall be divided between such principal and interest accounts in proportion to the respective principal amounts of said series of general improvement airport revenue bonds of the City at the time outstanding which are payable from the moneys in such Principal and Interest Accounts.

 

(d) After all amounts at the time required to be paid and credited from the Kansas City Airports Fund under the provisions of paragraph (c) of this Section 17 shall have been so paid and credited, the City shall next pay and credit monthly from the Kansas City Airports Fund (i) to the "Reserve Account for General Improvement Revenue Bonds, Series September 1, 1967," created by the 1967 Ordinance, so long as any of the Series 1967 Bonds remain outstanding, any amounts required by the 1967 Ordinance, (ii) to the "Reserve Account for General Improvement Airport Revenue Bonds, dated June 1, 1987", created by the 1987 Ordinance, so long as any of the Series 1987 Bonds remain outstanding, any amounts required by the 1987 Ordinance, (iii) to the "Reserve Account for General Improvement Airport Revenue Bonds, Series 1989 A, dated September 1, 1989" created by the 1989 A Ordinance so long as any of the Series 1989 A Bonds remain outstanding any amounts required by the 1989 A Ordinance, (iv) to the "Reserve Account for General Improvement Airport Revenue Bonds, Series 1994 A, dated November 15, 1994" created by the 1994 A Ordinance, so long as any of the Series 1994 A Bonds remain outstanding, any amounts required by the 1994 A Ordinance, (v) to the "Reserve Account for General Improvement Airport Revenue Refunding Bonds, dated December 15, 1995, created by the 1995 Ordinance, so long as any of the Series 1995 Bonds remain outstanding any amounts required by the 1995 Ordinance and (vi) on a parity therewith, to the "Reserve Account for General Improvement Airport Refunding Revenue Bonds, Series 1997A, dated March 15, 1997", the sum of Fifty Thousand Dollars ($50,000.00) each month, beginning with the first of said monthly deposits, and continuing each succeeding month until said "Bond Reserve Account" shall aggregate the least of the following (the "Maximum Bond Reserve Amount"): (i) the maximum amount of debt service which will become due on the Bonds in any subsequent Fiscal Year; (ii) 125% of the average annual debt service which will become due on the Bonds; or (iii) 10% of the original aggregate principal amount of the Bonds. If, at any time, the amount in the Bond Reserve Account shall exceed the amount permitted by the immediately previous sentence of this paragraph the amount of such excess funds shall be forthwith transferred to the Kansas City Airports Fund.

 

All amounts credited to the Bond Reserve Account shall be expended and used by the City solely to prevent any default in the payment of the principal of or interest on the Bonds if the moneys in the Principal and Interest Account hereinbefore ordered to be established, are insufficient to pay the principal of or interest on the Bonds as they become due.

 

If and when the amounts on deposit in the Bond Reserve Account equal the Maximum Bond Reserve Amount as aforesaid (measured by the amount of cash plus the value of all direct obligations of the United States Government as hereinafter referred to), no further payments or credits to the Bond Reserve Account shall be required, but if at any time or from time to time the City shall be compelled to use and expend any part of the Bond Reserve Account for the purpose of paying the interest on or principal of the Bonds and such expenditure shall reduce the amount of the Bond Reserve Account below the Maximum Bond Reserve Amount, or at any other time that the amount of the Bond Reserve Account falls below the Maximum Bond Reserve Amount, then the City after making all payments and credits to the Principal and Interest Account and the reserve accounts for the Outstanding Parity Bonds and the Series 1997A Bonds at the time required to be made, shall pay all moneys in the Kansas City Airports Fund to the Bond Reserve Account until there shall have accumulated in the Bond Reserve Account the Maximum Bond Reserve Amount. The obligation of the City to make payments into the Bond Reserve Account shall be subordinate to the obligation of the City to pay from the Kansas City Airports Fund, when due, the principal of and interest on any general improvement revenue bonds of the City heretofore or hereafter issued by the City and standing on a parity with the Bonds.

 

Whenever the cash plus the value of investments held in the Bond Reserve Account exceeds the Maximum Bond Reserve Amount, such excess shall be transferred to the Kansas City Airports Fund.

 

Moneys in the Bond Reserve Account may be used to pay and retire the last Outstanding Bonds unless such Bonds and all interest thereon be otherwise paid.

 

If at any time the moneys in the Kansas City Airports Fund shall be insufficient to make in full the payments and credits at the time required to be made by the City to the bond reserve accounts established by the City to protect the payment of the outstanding general improvement airport revenue bonds of the City including only the Bonds and other general improvement airport revenue bonds of the City heretofore or hereafter issued and standing on a parity with the Bonds, the available moneys in the Kansas City Airports Fund shall be divided among such bond reserve accounts in proportion to the respective principal amounts of said series of general improvement revenue bonds of the City at the time outstanding which are payable from the moneys in such bond reserve accounts.

 

When and after the City shall have made all payments and credits from the Kansas City Airports Fund and the Bond Reserve Account required at the time to be made under the provisions of this Section, all remaining monies in the Kansas City Airports Fund shall be paid and credited monthly to the Extension and Bond Retirement Account. Except as hereinafter provided, monies in the Extension and Bond Retirement Account shall be used solely for the following purposes or any of them as determined by the Governing Body of the City:

 

(i) Paying the cost of operation, maintenance and repair of the Airports to the

extent that such payment shall be necessary after the application of moneys held in the Kansas City Airports Fund and available for said purpose under the provisions of paragraph (a) of this Section.

 

(ii) Anticipating payments into or increasing the amounts of the Principal and

Interest Account, the Bond Reserve Account or the Deferred Maintenance and Replacement Account, or any of them, or establishing or increasing the amount of any interest and principal account or bond reserve account created or established by the City for the payment of any general improvement airport revenue bonds of the City hereafter issued in conformity with the provisions hereinafter contained and standing on a parity with the bonds herein authorized.

 

(iii) Paying the cost of enlarging, extending or improving the general facilities of

the Airports or any of them, including the acquisition of additional land, buildings, equipment and facilities, whether by construction, purchase or otherwise, including acquisition by operation of law from other governmental agencies and the assumption of the obligations thereof.

 

(iv) Calling for redemption and payment or purchasing prior to maturity Bonds

or any other general improvement airport revenue bonds of the City hereafter issued in conformity with the provisions hereinafter contained and standing on a parity with the Bonds, provided, however, such bonds shall be called for redemption and payment, or purchased, only in accordance with the provisions of Section 11 of this Ordinance.

 

(v) Subject to the prior right of the City to use from time to time moneys in the

Extension and Bond Retirement Account for any of the purposes set forth in subparagraphs (i), (ii), (iii) and (iv) aforesaid, the City shall have the right to use any available moneys in said Account for either or both of the following purposes as determined by the City:

 

(A) Paying the interest on and principal of any special facility airport

revenue bonds of the City at the time outstanding if no other moneys are available

to pay such interest or principal.

 

(B) Paying at the maturity thereof interest on or principal of any general

obligation airport bonds of the City at the time outstanding, provided, however, no

such interest on or principal of any general obligation airport bonds of the City shall

be paid if the City is in default in paying either interest on or principal of any special

facility airport revenue bonds of the City at the time outstanding.

 

Moneys in the Extension and Bond Retirement Account may be used to pay all costs incident to the purchase or redemption of Bonds, including any interest or premium thereon.

 

No moneys credited to said Extension and Bond Retirement Account shall ever be diverted or applied to the general governmental or municipal functions of the City so long as any of the Bonds herein authorized remain Outstanding.

 

No moneys in the Kansas City Airports Fund shall be diverted or applied to the general governmental or municipal functions of the City so long as any of the Bonds remain Outstanding.

 

Section 18. Deficiency of Payments into Funds or Accounts. If at any time the revenues accruing to the Kansas City Airports Fund shall be insufficient to make any payment or credit on the date or dates hereinbefore specified, the City shall make good the amount of such deficiency by making payments or credits out of the first available revenues thereafter accruing to the Kansas City Airports Fund from the operation of the Airports, such payments and credits being made and applied in the order hereinbefore specified.

 

If at any time the moneys in the Principal and Interest Account and in the Bond Reserve Account are not sufficient to pay the interest on and principal of the Bonds as and when the same become due, then the amount of such deficiency shall be made up by transfer of moneys from the other accounts and funds hereinbefore created in the following order: first, from the Extension and Bond Retirement Account; secondly, from the Deferred Maintenance and Replacement Account; and thirdly, from moneys held in the Kansas City Airports Fund; provided, however, there shall always remain in the Reserve Operation and Maintenance Account within the Kansas City Airports Fund the sum of One Million Dollars ($1,000,000) available to pay the reasonable and proper expenses of operating and maintaining the Airports.

 

Section 19. Transfer of Funds to Paying Agent and Bond Registrar. The Director of Finance of the City is hereby authorized and directed to withdraw from the Principal and Interest Account, and, to the extent necessary to prevent a default in the payment of either principal of or interest on the Bonds, from the Bond Reserve Account, the Extension and Bond Retirement Account, the Deferred Maintenance and Replacement Account and the Kansas City Airports Fund, sums sufficient to pay both principal of and interest on the Bonds as and when the same become due and to pay the charges for services rendered by the Bond Registrar and Paying Agent in acting as Bond Registrar and Paying Agent for the Bonds, if any, and to forward such sums to the Paying Agent in next day funds no later than the dates when such principal, interest and fees will become due. The amounts necessary to pay the charges of the Bond Registrar and Paying Agent shall be forwarded to the Paying Agent over and above the amount of the principal of and interest on the Bonds.

 

The amounts held by the Paying Agent for the payment of the interest or principal due on any date with respect to particular Bonds shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the Holders of the Bonds entitled thereto.

 

Any moneys held by the Paying Agent in trust for the payment and discharge of any of the Bonds which remain unclaimed for six years after the date when such Bonds have become due and payable, if such moneys were held by the Paying Agent at such date, or for six years after the date of deposit of such moneys if deposited with the Paying Agent after the said date when such Bonds become due and payable, shall, at the written request of the City, be repaid by the Paying Agent to the City as its absolute property and free from trust, and the Paying Agent shall thereupon be released and discharged with respect thereto and the Bondholders shall look only to the City for the payment of such Bonds.

 

Section 20. Investment of Moneys in Funds and Accounts. Moneys held in the Funds and Accounts hereinbefore in this Ordinance ratified or created and ordered to be established not needed immediately for the purposes of said Funds and Accounts may be invested by the Director of Finance of the City in direct obligations of the United States of America becoming due within the respective periods from and after the date of purchase as follows:

 

In the Kansas City Airports Fund, including moneys in the Reserve Operations and Maintenance Account, five (5) years;

 

In the Principal and Interest Account, two (2) years;

 

In the Bond Reserve Account, average maturity not more than five (5) years unless otherwise approved in writing by the Bond Insurer;

 

In the Deferred Maintenance and Replacement Account, ten (10) years; and

 

In the Extension and Bond Retirement Account, ten (10) years.

 

The Director of Finance shall not unreasonably fail or refuse to invest moneys in said Funds and Accounts. In the event any moneys held in the Funds and Accounts established or ratified under this Ordinance are invested in investment securities that are book-entry, such book-entry securities shall be held in a trust account within the Federal Reserve Bank or with a clearing corporation or chain of clearing corporations which has an account with the Federal Reserve Bank. No investment shall be made for a period longer than the time that the Director of Finance may estimate that moneys may be needed for the purposes of such Accounts. Cash moneys in each of said Funds and Accounts shall be deposited in a bank or banks in the City of Kansas City Missouri, which are members of the Federal Deposit Insurance Corporation, and all such bank deposits shall be adequately secured by the banks holding such deposits. All interest on investments held in any Fund or Account shall accrue to and become a part of such Fund or Account. In determining the amount held in any Fund or Account under the provisions of this Ordinance, obligations of the United States of America shall be valued at the market value thereof and shall be valued on a quarterly basis by the City on each March l, June 1, September 1 and December l and the City shall promptly deliver copies of such quarterly valuations to the Bond Insurer. If and when the amount held in any Account shall be in excess of the amount required by the provisions of this Ordinance, the City, by and through its Director of Finance, may direct that such excess be paid and credited to the Kansas City Airports Fund whereupon amounts so paid and credited to said Fund shall be used and applied for the purposes of said Fund in the order and in accordance with the provisions of Section 17 of this Ordinance.

 

Section 21. Arbitrage Covenant. The City covenants and agrees that it will use the proceeds of the Bonds as soon as practicable and with all reasonable dispatch for the purpose for which the Bonds are issued as hereinbefore set forth, and that no part of the proceeds of the Bonds shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which would cause any of the Bonds to be or become an "arbitrage bond" within the meaning of Section 148 of the Internal Revenue Code of 1986 (the "Code") and the regulations of the Treasury Department thereunder.

 

The City represents and warrants that it is a governmental unit under Missouri law with general taxing powers.

 

Section 22. Rebate. The Director of Finance shall (i) make the calculation(s) required by the Investment Provisions, (ii) pay to the United States the amount, if any, required to be rebated by the Investment Provisions and (iii) invest proceeds of the Bonds only as provided in the Investment Provisions. Anything in this Section 22 to the contrary notwithstanding, the Investment Provisions may be amended or superseded by new Investment Provisions accompanied by an opinion of counsel nationally recognized on the subject of municipal bonds addressed to the Director of Finance to the effect that the use of said new Investment Provisions will not cause the interest on the Bonds to become included in federal gross income of the Holders of the Bonds.

 

Section 23. Particular Covenants of the City. The City covenants with each of the purchasers and owners of any of the Bonds that so long as any of the Bonds remain Outstanding and unpaid:

 

(a) The City will use the proceeds of the Bonds for the purpose of paying the cost

of refunding the Refunded Bonds.

 

(b) The City will promptly pay the principal of and interest on each of the Bonds

on the dates, at the place and in the manner herein and in the Bonds and any premium required for the redemption of the Bonds, according to the true intent and meaning hereof, provided, however, the Bonds and the interest thereon are payable from the Revenues derived and to be derived by the City from the operation of the Airports and accruing to the Kansas City Airports Fund as hereinbefore provided, and nothing in the Bonds or in this Ordinance shall be construed to obligate the City to pay the Bonds or the interest thereon except from said Revenues. The City will faithfully observe and keep all covenants, agreements, undertakings and provisions contained in the Bonds herein authorized and in this Ordinance.

 

(c) The City will fix, establish, maintain and collect such reasonable rentals,

rates, fees and charges for the use and occupancy of its Airports and of the services and facilities thereof as will produce revenue sufficient to pay the reasonable cost of operation and maintenance of the Airports, and to pay the interest on and the principal of the Bonds as and when the same become due, and to provide funds to meet all of the requirements of this Ordinance. From time to time, as often as it shall appear necessary, the City will revise its schedules of rentals, rates, fees and charges and will increase the same if such increase shall be necessary in order to enable the City to meet its obligations aforesaid.

 

(d) The City will at all times maintain its Airports and airport facilities in good

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

 

(e) The City will continue to own, maintain and operate Kansas City International

Airport as a public air terminal for the accommodation of scheduled airlines serving the City and the adjacent area so long as any of the Bonds remain Outstanding. The City will not mortgage, pledge or otherwise encumber said Airport or the revenues thereof. The City will not lease any portion of the Airports financed with the Refunded Bonds except as permitted by Code Section 142(b)(1)(B).

 

(f) The City shall have the right to sell or otherwise dispose of any equipment

or other airport property which has become worn out, unserviceable, inadequate or obsolete. The City shall also have the right, with the written approval of the City's Director of Aviation and its Airport Consultant, to sell or otherwise dispose of any airport property, real or personal, which in the opinion of said Director and Consultant, and in the judgment of the Council, is no longer needed by the City for aeronautical purposes. The net proceeds derived from the sale of any such property acquired with funds derived from the sale of the Bonds shall be used for the purpose of replacing any property so sold, or, if such replacement be unnecessary, then shall be paid into the Kansas City Airports Fund and used and applied for the purposes of said Fund in the order and in accordance with the provisions of Section 17 of this Ordinance. The net proceeds derived from the sale of any such property not acquired with funds derived from the sale of the Bonds shall be paid into the Extension and Bond Retirement Account and used and applied for the purposes of said Account in accordance with the provisions of Section 17 of this Ordinance.

 

(g) The City will operate its Airports on the basis of the same fiscal year on

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

 

If such audit and report shall disclose that proper provision has not been made for all

of the requirements contained in this Ordinance, the City will proceed promptly to impose such rates, fees and charges for the use of the Airports and their facilities as will adequately provide for such requirements.

 

A copy of each such audit report will be filed in the office of the Director of Aviation

and will be open for public inspection, and a copy will be furnished promptly to the manager of the underwriting group purchasing the Bonds and to the Bond Insurer within thirty (30) days after its acceptance, but in no event later than one-hundred fifty (150) days after the close of the Airports fiscal year which ends April 30th.

 

Annually, upon request, the City will cause to be filed with the manager of the

underwriting group purchasing the Bonds and with the Bond Insurer a report setting forth in respect to the preceding twelve-month period of airport operation:

 

(i) A separate income and expense statement of such airport operation;

 

(ii) A summary of payments to and withdrawals from the Funds and

Accounts herein created;

 

(iii) A balance sheet as of the end of said period of twelve months;

 

(iv) The amount on deposit at the end of such twelve-month period to the

credit of each of the Funds and Accounts; and

 

(v) The principal amount of Bonds paid, purchased or redeemed during

said period.

 

The City shall annually provide to the Bond Insurer a copy of its final budget when adopted.

 

(h) The City will employ an Airport Consultant and said Consultant shall advise

the City, upon request, with respect to the operation, extension or improvement of the Airports, and shall perform the duties in this Ordinance imposed on such Consultant. The Airport Consultant shall make not less frequently than once in every three years an examination of and report on the condition and operations of the Airports. Such report shall be in sufficient detail to show (i) whether or not the City has conformed and complied with the covenants contained in this Ordinance with respect to the efficient and economical operation of the Airports and the proper maintenance by the City of its general facility airport properties, (ii) the necessity for any capital improvements or replacements, (iii) the sufficiency of the airport revenues and (iv) the character and amount of insurance carried by the City on its airport properties and operations. Said report shall include recommendations as to any changes in the operation and maintenance of the Airports, including changes in rates, fees and charges. A copy of each such report will be filed in the office of the City Clerk and a copy will be forwarded promptly to the manager of the underwriting group purchasing the Bonds. The fees and expenses of said Consultant shall be considered an operation and maintenance expense of the Airports.

 

(i) The City will carry and maintain or cause to be carried and maintained in a

responsible insurance company or companies fire insurance with extended coverage on the buildings and other property of an insurable nature constituting the general facilities of the Airports in an amount not less than ninety percent (90%) of the full insurable value thereof, provided, however, that if at any time the City shall be unable to obtain such insurance to the extent required, the City will maintain such insurance to the extent that the same may be reasonably obtainable. In the event of loss or damage, the City will use the proceeds of such insurance to the extent necessary in repairing, reconstructing and replacing the property damaged or destroyed, or, if such reconstruction or replacement be unnecessary, either in whole or in part, then such proceeds not required for said purpose shall be paid into the Kansas City Airports Fund, hereinbefore referred to, and used and applied for the purposes of said Fund in the order and in accordance with the provisions of Section 17 of this Ordinance. The City, in operating its Airports, will carry and maintain comprehensive liability and property damage insurance in such amounts as would normally be maintained by public bodies engaged in carrying on similar activities. The proceeds derived from any such insurance policies shall be used in paying the claims on account of which such proceeds were received. The cost of all insurance referred to in this paragraph shall be considered an operation and maintenance expense of the Airports. Notwithstanding any provision of this subsection to the contrary, the City may meet the insurance requirements set forth in this Ordinance through its retained risk management plan.

 

(j) The Holder or Holders of not less than ten percent (10%) in aggregate

principal amount of the Bonds at the time Outstanding, or their duly authorized representative, shall have the right at all reasonable times to inspect the Airports and the records, accounts and data relating thereto and to make copies of any such records, accounts or data.

 

(k) The City will punctually perform all duties and obligations with respect to its

Airports required by this Ordinance, by the Charter of the City and by the Constitution and laws of the State of Missouri, and the City will perform all contractual obligations undertaken by it under leases and agreements with the United States of America, its agencies, and with persons and corporations, both public and private.

 

Section 24. Additional Bonds. The City covenants and agrees that so long as any of the Bonds remain Outstanding, the City will not issue any additional General Improvement Airport Revenue Bonds or other obligations, which bonds or obligations are superior as to security or otherwise to the Bonds.

 

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

 

(a) There shall be no default by the City in the payment of any sums required at

the time to be paid by the City under the provisions of Section 17 of this Ordinance.

 

(b) The Airport Consultant shall give its written approval of the issuance of such

additional bonds and a copy of such approval shall be mailed promptly by the City to the manager of the underwriting group purchasing the Bonds.

 

(c) The net revenues derived by the City from the operation of its Airports, as

said net revenues are hereinafter in this paragraph defined, for a period of twelve consecutive months out of the last fifteen months immediately preceding the date on which the Council shall find and declare it advisable to issue additional revenue bonds, shall have been not less than one and thirty-five hundredths (1.35) times the average annual fiscal year requirements for principal and interest on all general improvement airport revenue bonds of the City then outstanding, and said net revenues for the period aforesaid when added to the estimated annual net revenues of the facilities to be constructed or acquired with the proceeds of the additional revenue bonds proposed to be issued, for the first full year of operation of said facilities, shall equal not less than one and thirty-five hundredths (1.35) times the average annual fiscal year debt service requirements for principal and interest on all general improvement airport revenue bonds of the City then outstanding and also on the additional parity bonds proposed to be issued, said estimate to be made by the Airport Consultant and a copy thereof to be sent promptly by the Airport Consultant to the manager of the underwriting group purchasing the bonds herein authorized. The calculation of average annual debt service requirements for principal and interest on the City's outstanding general improvement airport revenue bonds and on the additional bonds to be issued shall, regardless of whether such bonds are or will be serial or term bonds, or partly serial and partly term, be determined on the basis of the principal of and interest on such bonds being payable in approximately equal annual installments. The term "net revenues" for the purposes of this paragraph (b) shall be construed as gross revenues less only the reasonable expenses of operation, maintenance and repair of the Airports, but before any other payments or charges. If the City shall issue additional General Improvement Airport Revenue Bonds for the purpose aforesaid, the rentals, fees and charges derived by the City from the general facilities constructed or acquired with the proceeds of such additional revenue bonds shall accrue and be paid and credited to the Kansas City Airports Fund.

 

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

 

Nothing contained in this Ordinance shall prohibit or restrict the right of the City to issue additional General Improvement Airport Revenue Bonds or other revenue obligations for the purpose of purchasing, constructing, extending or improving the general facilities of the Airports and to provide that the principal of and interest on said revenue bonds or obligations shall be payable out of the revenues of the Airports, provided at the time of the issuance of such additional revenue bonds or obligations the City shall not be in default in the performance of any covenant or agreement contained in this Ordinance, and provided further, that such additional revenue bonds or obligations shall be junior and subordinate to the Bonds. If at any time the City shall be in default in paying either interest on or principal of the Bonds or either interest on or principal of any outstanding general improvement airport revenue bonds of the City hereafter issued in conformity with the provisions herein contained and standing on a parity with the Bonds, or if the City shall be in default in making any of the payments or credits required at the time to be made by it by the provisions of Section 17 of this Ordinance, the City shall make no payments of either principal of or interest on said junior and subordinate bonds until said default or defaults be cured and no default shall exist on the part of the City under the covenants, agreements and provisions contained in this Ordinance. In the event of the issuance of any such junior and subordinate revenue bonds or obligations of the City in conformity with the provisions aforesaid, the City, subject to the provisions aforesaid, may make provision for paying the principal of and interest on said revenue bonds or obligations as the same become due out of any available moneys in the Kansas City Airports Fund, provided, however, that the City shall have made all payments and credits at the time required to be made and credited by it under the provisions of Section 17 of this Ordinance.

 

ln connection with the issuance of any additional bonds pursuant to the provisions of this Section 24, the City shall mail to the Bond Insurer a copy of the disclosure documents, if any, circulated with respect to such additional bonds.

 

Section 25. Amendments. The provisions of the Bonds and the provisions of this Ordinance may be modified or amended at any time by the City with the written consent of the holders of not less than sixty-six and two-thirds percent (66 2/3%) in aggregate principal amount of the Bonds at the time Outstanding and the Bond Insurer; provided, however, that no such modification or amendment shall permit or be construed as permitting (a) the extension of the maturity of the principal of any of the Bonds, or the extension of the maturity of any interest on any Bonds, or (b) a reduction in the principal amount of any Bonds or the rate of interest thereon or (c) a reduction in the aggregate principal amount of Bonds the consent of the Holders of which is required for any such amendment or modification. Any provision of the Bonds or this Ordinance may, however, be modified or amended in any respect with the written consent of the Holders of all of the Bonds then Outstanding and the Bond Insurer. Every amendment or modification of a provision of the Bonds or of this Ordinance to which the written consent of the Bondholders and the Bond Insurer is given as above provided shall be expressed in an ordinance of the City amending or supplementing the provisions of this Ordinance and shall be deemed to be a part of this Ordinance. It shall not be necessary to note on any of the Outstanding Bonds any reference to such amendment or modification, if any. A certified copy of every such amendatory or supplemental ordinance, if any, and a certified copy of this Ordinance shall always be kept on file in the office of the City Clerk and shall be made available for inspection by the Holder of any Bond or prospective purchaser or holder of any Bond authorized by this Ordinance, and upon payment of the reasonable cost of preparing the same, a certified copy of any such amendatory or supplemental ordinance or of this Ordinance will be sent by the City Clerk to any such Bondholder or prospective Bondholder. A copy of any such amendatory or supplemental ordinance shall be provided to the Bond Insurer within 30 days of its passage.

 

Section 26. Acceleration of Maturity in Event of Default. The City agrees that if it shall default in the payment of the principal of or interest on any of the Bonds as the same shall become due and such default shall continue for a period of thirty (30) days, or if the City or its governing body or any of the officers, agents or employees thereof shall fail or refuse to comply with any of the provisions of this Ordinance or of the statutes of the State of Missouri, then, at any time thereafter and while such default shall continue, the Bond Insurer, or the Holders of twenty-five per cent (25%) in amount of the Bonds then Outstanding may with the prior written consent of the Bond Insurer and by written notice to the City filed in the office of the City Clerk or delivered in person to said City Clerk, may declare the principal of all Bonds then Outstanding to be due and payable immediately, and upon any such declaration given as aforesaid, all of the Bonds shall become and be immediately due and payable, anything in this Ordinance or in the Bonds contained to the contrary notwithstanding. This provision, however, is subject to the condition that if at any time after the principal of said Bonds shall have been so declared to be due and payable, all arrears of interest upon all Outstanding Bonds, except interest accrued but not yet due on such Bonds, and all arrears of principal upon all of said Bonds shall have been paid in full, and all other defaults, if any, by the City under the provisions of this Ordinance and under the provisions of the statutes of the State of Missouri shall have been cured, then and in every such case, the Bond Insurer, or the Holders of a majority in principal amount of the Bonds then Outstanding, but only with the written approval of the Bond Insurer, by written notice to the City given as hereinbefore specified, may rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent default or impair any rights consequent thereon.

 

Section 27. Ordinance Constitutes Contract, Remedies, Delay or Omission Not Waiver. The provisions of this Ordinance, including the covenants and agreements hereinbefore contained, shall constitute a contract between the City and the Holders of the Bonds and the Bond Insurer or the Holder or Holders of not less than ten per cent (10%) of the Bonds at the time Outstanding shall have the right, for the equal benefit and protection of all Holders of Bonds similarly situated, with the prior written consent of the Bond Insurer, to take any of the following actions:

 

(a) By mandamus or other suit, action or proceeding at law or in equity to enforce

his or their rights against the City and its officers, agents and employees, and to require and compel the City and its officers, agents and employees, to perform all duties and obligations required by the provisions of said ordinance or by the Constitution and laws of the State of Missouri.

 

(b) By suit, action or other proceeding in equity or at law to require the City, its

officers, agents and employees to account as if they were the trustees of an express trust.

 

(c) By suit, action or other proceeding in equity or at law to enjoin any acts or

things which may be unlawful or in violation of the rights of the holders of the Bonds.

 

Nothing contained in this Ordinance, however, shall be construed as imposing on the City any duty or obligation to levy any taxes either to meet any obligation incurred herein or to pay the principal of or interest on the Bonds.

 

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

 

Section 28. Consents and Other Instruments From Bondholders. Any consent, request, direction, approval, objection or other instrument required by this Ordinance to be signed and executed by the Bondholders may be in any number of concurrent writings of similar tenor and may be signed or executed by such Bondholders in person or by agent appointed in writing. Proof of the execution of any such consent, request, direction, approval, objection or other instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Ordinance, and shall be conclusive in favor of the City, the Bond Registrar and the Paying Agent with regard to any action taken under such request or other instrument, namely:

 

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

 

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

 

Wherever the term "Bondholder" or a term of like meaning appears herein, Bond Insurer shall be deemed to be a Bondholder of a sufficient percentage of the Outstanding Bonds (a) to initiate any action or effect any demand which Bondholders may initiate or effect, and (b) to approve or disapprove any action, forbearance or amendment which is subject to Bondholder approval or initiation.

 

Section 29. Defeasance. When all of the Bonds shall have been paid and discharged, then the requirements contained in this Ordinance and the pledge of Revenues made hereunder and all other rights granted hereby shall terminate. Bonds shall be deemed to have been paid and discharged within the meaning of this Ordinance if there shall have been deposited with the Paying Agent, or other bank located in the State of Missouri and having full trust powers, at or prior to the Stated Maturity or Redemption Date of said Bonds, in trust for and irrevocably appropriated thereto, (i) moneys, (ii) United States of America Treasury bills, notes, and bonds, as traded on the open market, or (iii) state and local government series issued by the United States Treasury' ("SLGS") and/or zero coupon United States Treasury bonds which, together with the interest to be earned on any such obligations, will be sufficient for the payment of the principal of said Bonds and interest accrued to the Stated Maturity or Redemption Date, as the case may be, or if default in such payment shall have occurred on such date, then to the date of the tender of such payments, provided always that if any such Bonds shall be redeemed prior to the stated Maturity thereof, the City shall have elected to redeem such Bonds and notice of such redemption shall have been given. Any moneys and obligations which at any time shall be deposited with said Paying Agent or other bank by or on behalf of the City, for the purpose of paying and discharging any of the Bonds, shall be and are hereby assigned, transferred and set over to such Paying Agent or other bank in trust for the respective Holders of the Bonds, and such moneys shall be and are hereby irrevocably appropriated to the payment and discharge thereof. All moneys deposited with said Paying Agent or other bank shall be deemed to be deposited in accordance with and subject to all of the provisions contained in this Ordinance.

 

In the event that the Bonds are to be defeased, the Bond Insurer shall be notified and provided with draft copies of the proposed escrow agreement, certified public accountant's certification, preliminary official statement of the refunding issue (if applicable) and Bond Counsel opinion. These materials shall be delivered to the Bond Insurer no less than five (5) business days prior to the scheduled defeasance.

 

A copy of the escrow agreement and certified public accountant's certificate stating that the escrow is sufficient to meet the standards of this section, together with the final official statement for the refunding issue (if applicable), Bond Counsel opinion, escrow agent's receipt, and escrow agent's certification as to the application of funds shall be furnished to Bond Insurer no later than ten (10) business days subsequent to the defeasance.

 

Section 30. Approval of Preliminary Official Statement and Official Statement. The use and public distribution of the Preliminary Official Statement dated the date thereof in connection with the public sale of the Bonds is hereby ratified and confirmed. The Director of Finance is hereby directed to review the information contained in the definitive Official Statement and is further authorized and directed to execute the City's approval of the definitive Official Statement in such form as she shall finally approve. The use and public distribution of the definitive Official Statement are hereby authorized and approved. The Director of Finance is hereby authorized to execute the final Official Statement as so supplemented, amended and completed, and the use and public distribution of the Official Statement by the purchaser in connection with the reoffering of the Bonds is hereby authorized. The proper officials of the City are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds.

 

The 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 l5c2-12(b)(4) of the Securities and Exchange Commission and with the requirements of Rule G-32 of the Municipal Securities Rulemaking Board.

 

Section 31. Authorization of Continuing Disclosure Agreement. The Director of Finance is authorized to enter into a Continuing Disclosure Agreement in connection with the sale of the Bonds to enable the purchaser to comply with the requirements of Rule 15c2-12(b)(5) of the Securities and Exchange Commission.

 

Section 32. Further Authority. The officers of the City, including the Mayor, the Director of Finance, City Attorney and City Clerk, shall be, and they hereby are, authorized to execute all documents and take such actions as they may deem necessary or advisable in order to carry out and perform the purposes of this Ordinance and to make ministerial alterations, changes or additions in the foregoing agreements, statements, instruments and other documents herein approved, authorized and confirmed which they may approve and the execution or taking of such action shall be conclusive evidence of such necessity or advisability.

 

Section 33. Severability. If any part of this Ordinance, whether large or small, shall be held invalid, the invalidity thereof shall not affect the other provisions of this Ordinance.

 

Section 34. Governing Law. This Ordinance shall be governed exclusively by and construed in accordance with the applicable laws of the State of Missouri. _____________________________________________________________________

 

Approved as to form and legality:

 

 

 

_________________________________________

Assistant City Attorney