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Legislation #: 030129 Introduction Date: 1/30/2003
Type: Ordinance Effective Date: 2/16/2003
Sponsor: None
Title: Authorizing the issuance of General Improvement Airport Revenue Bonds (Terminal Improvement Project) Series 2003A of the City of Kansas City, Missouri, in the principal amount not to exceed $78,385,000.00; 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
1/30/2003

Prepare to Introduce

1/30/2003

Referred Finance and Audit Committee

2/5/2003

Advance and Do Pass as a Committee Substitute

2/6/2003

Passed as Substituted


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COMMITTEE SUBSTITUTE FOR ORDINANCE NO. 030129

 

Authorizing the issuance of General Improvement Airport Revenue Bonds (Terminal Improvement Project) Series 2003A of the City of Kansas City, Missouri, in the principal amount not to exceed $78,385,000.00; 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, in accordance with the provisions of Section 27 of Article VI of the Constitution of Missouri, the Charter of the City of Kansas City, Missouri, and ordinances passed by the Council of the City, an election was duly held in the City on August 8, 2000, at which election there was submitted to the qualified voters of the City the following question:

 

QUESTION

 

SHALL KANSAS CITY, MISSOURI, ISSUE REVENUE BONDS IN THE AMOUNT OF $395,000,000.00.00 TO BE PAYABLE SOLELY FROM THE REVENUES DERIVED BY THE CITY FROM THE OPERATION OF ITS AIRPORTS AND RELATED FACILITIES, INCLUDING ALL FUTURE EXTENSIONS AND IMPROVEMENTS THERETO, FOR THE PURPOSE OF ACQUIRING LAND, AND FOR CONSTRUCTING, EXTENDING, IMPROVING AND EQUIPPING THE CITY'S AIRPORTS AND RELATED FACILITIES, THE COST OF OPERATION AND MAINTENANCE OF SAID AIRPORTS AND RELATED FACILITIES AND THE PRINCIPAL OF AND INTEREST ON SAID REVENUE BONDS?

 

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

 

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

 

WHEREAS, $10,000,000.00 of the bonds so authorized have heretofore been previously issued, and the City proposes to issue additional bonds so authorized in the principal amount not to exceed $78,385,000.00 to provide funds for said purpose; 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 defined below) and deposited in the Kansas City Airports Fund:

 

Series Original Principal Principal Amount Outstanding

Designation Amount as of December 31, 2002

 

Series 1994A $ 39,210,000.00 $ 37,205,000.00

Series 1995 41,020,000.00 30,525,000.00

Series 1997A 29,495,000.00 29,495,000.00

Series 1999A 35,260,000.00 24,195,000.00

Series 2000 10,000,000.00 10,000,000.00

 

WHEREAS, the City has heretofore issued and has outstanding the following series of revenue bonds payable out of PFC Revenues and deposited in the PFC Revenue Fund:

 

Series Original Principal Principal Amount Outstanding

Designation Amount as of December 31, 2002

 

Series 2001 $140,000,000.00 $140,000,000.00

 

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

 

BE IT ORDAINED BY THE COUNCIL OF KANSAS CITY:

 

 

ARTICLE I

Definitions

 

Section 1.1. Definitions. In addition to the words and terms otherwise defined herein, unless the context shall clearly indicate some other meaning, the words and terms defined in this Section shall for all purposes of this Ordinance have the respective meanings specified in this Section, to wit:

 

Airports means the Charles B. Wheeler Downtown Airport located in Clay County, Missouri, Kansas City International Airport located in Platte County, Missouri, and any other airport now or hereafter owned and operated by the City.

 

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

 

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

 

Bond Insurance Policy means the municipal bond new issue insurance policy issued by the Bond Insurer that guarantees payment of principal of and interest on the Bonds.

 

Bond Insurer means Financial Guaranty Insurance Company, a New York stock insurance company or any successor thereto.

 

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 Paying Agent evidencing the registration, transfer and exchange of the Bonds.

 

Bond or Bonds means the General Improvement Airport Revenue Bonds (Terminal Improvement Project) Series 2003A, 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.

 

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

 

CFC Ordinance means the Ordinance of the City Council which authorized the collection of a Customer Facility Charge related to use by customers of the Consolidated Airport Rental Car Facility which fee is part of the Revenues of the Airport System, and which was passed by the City Council concurrently with the 2000 Ordinance.

 

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.

 

Customer Facility Charge or CFC means the Customer Facility Charge established by the CFC Ordinance, of the Council as it may be adjusted from time to time.

 

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

 

Fiscal year or operating year means the Citys 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, which Revenues are deposited in the Kansas City Airports Fund.

 

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

 

Governing Body or Council means the Council of the City.

 

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

 

Kansas City Airports Fund means the fund established by Committee Substitute for Ordinance No. 17944 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.

 

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

 

1995 Ordinance means Committee Substitute for Ordinance No. 951568.

 

1997A Ordinance means Committee Substitute for Ordinance No. 970206.

 

1999A Ordinance means Committee Substitute for Ordinance No. 990990, as amended.

 

2000 Ordinance means Ordinance No. 001512.

 

2001 Ordinance means Committee Substitute for Ordinance No. 010984.

 

2003B Ordinance means Committee Substitute for Ordinance No. 030130.

 

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

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

 

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

 

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

 

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

 

Outstanding Junior Lien Bonds means the Series 2000 Bonds Outstanding on the date of the issuance and delivery of the Bonds, and any additional junior lien bonds issued pursuant to Section 8.1 of this Ordinance.

 

Outstanding Parity Bonds means the Series 1994A Bonds, the Series 1995 Bonds, the Series 1997A Bonds, the Series 1999A Bonds and the Series 2003B Bonds Outstanding on the date of the issuance and delivery of the Bonds.

 

Parity Bond Ordinances means the 1994A Ordinance, 1995 Ordinance, 1997A Ordinance, the 1999A Ordinance and the 2003B Ordinance.

 

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.

 

Passenger Facility Charges or PFCs means all passenger facility charges imposed by the City at the Airport pursuant to the PFC Act, the PFC Regulations and the Records of Decision.

 

Paying Agent means UMB Bank, N.A., Kansas City, Missouri, and any successors and assigns serving as paying agent hereunder.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(e) Commercial Paper. Commercial paper issued by domestic corporations, which has received the highest rating issued by Moodys Investor Services, Inc. or Standard and Poors Corporation. Eligible paper is further limited to issuing corporations that have total assets in excess of five hundred million dollars ($500,000,000.00) and are not listed on Credit Watch with negative implications by any nationally recognized rating agency at the time of purchase.

 

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

 

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

 

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

 

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

 

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

 

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

 

(l) Such other investments not described above that are allowed pursuant to Missouri law and approved in writing by the Bond Insurer.

 

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

 

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

 

PFC Act means the Aviation Safety and Capacity Expansion Act of 1990, Pub. L. 101-508, Title IX, Subtitle B, Sections 9110 and 9111, recodified as 49 U.S. Section 40117, as amended or replaced from time to time.

PFC Regulations means Part 158 of the Federal Aviation Regulations (14 CFR Part 158), as amended from time to time, and any other regulation issued with respect to the PFC Act.

 

PFC Revenue Fund means the fund by that name created by the 2001 Ordinance.

 

PFC Revenues means all revenue earned by the City from time to time from Passenger Facility Charges, including any investment income with respect thereto including proceeds thereof and gains and losses from sales of investments after such revenue has been remitted to the City as provided in the PFC Regulations, all of which are pledged to the Series 2001 Bonds.

 

Project means the Terminal Improvement Project, which involves extensive capital improvements to the infrastructures, building systems and finishes of the three existing terminal buildings, which include: (1) the addition of nine new passenger contact gates, which will increase the number of contact gates from 52 to 61; (2) larger departure lounges to accommodate more passenger checkpoints; (3) new baggage handling systems, passenger boarding bridges, and multi-user flight information display systems; (4) new security features, including higher walls separating the departure lounges from the unsecured public areas; (5) reassignment of some airline locations to achieve a better balance of activity among the three terminals and extensive use of blast resistant glass; (6) additional and improved concession areas; (7) upgrades to the heating, ventilation, air conditioning and electrical systems; (8) new roofing and exterior glazing; (9) new exterior and interior signage; (10) new terrazzo flooring and carpeting throughout the terminal buildings; (11) removal of asbestos; (12) updated fire safety features; and (13) new seating in the departure lounges and in public areas.

 

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

 

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

 

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

 

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

 

Reserve Policy means the surety bond issued by the Reserve Policy Provider guaranteeing certain payments into the Bond Reserve Account with respect to the Bonds as provided therein and subject to the limitations set forth therein.

 

Reserve Policy Provider means Financial Guaranty Insurance Company, a New York stock insurance company or any successor thereto, in its capacity as issuer of the Reserve Policy.

 

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.

 

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

 

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

 

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

 

Series 1997A Bonds means the Outstanding General Improvement Airport Refunding Revenue Bonds, Series 1997A authorized by the 1997A Ordinance.

 

Series 1999A Bonds means the Outstanding General Improvement Airport Refunding Revenue Bonds, Series 1999A, authorized by the 1999A Ordinance.

 

Series 2000 Bonds means the Outstanding Subordinated Taxable Airport Revenue Bonds (Consolidated Airport Rental Car Facility Project), Series 2000, authorized by the 2000 Ordinance.

 

Series 2001 Bonds means the Outstanding Passenger Facility Charge Revenue Bonds, Series 2001, authorized by the 2001 Ordinance.

 

Series 2003B Bonds means the Outstanding General Improvement Airport Revenue Bonds, Series 2003B, authorized by the 2003B Ordinance.

 

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

 

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

 

ARTICLE II

The Bonds

 

Section 2.1. Authorization of and Security for the Bonds; Bond Insurance Policy; Rights of Bond Insurer; Payments under Bond Insurance Policy. For the purpose of providing funds to pay a portion of the costs of the Project and to pay capitalized interest on the Bonds through the construction period, there shall be issued and is hereby authorized and directed to be issued the General Improvement Airport Revenue Bonds (Terminal Improvement Project) Series 2003A, in the aggregate principal amount not to exceed $78,385,000.00.

 

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 general obligations of the City, nor shall they constitute indebtedness of the City within the meaning of any constitutional, statutory or charter provision, limitation or restriction.

 

The Bonds shall 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 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 following Business Day, 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 Fiscal Agent, in form satisfactory to the Fiscal 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 Fiscal 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 Maturity Date, the Paying Agent shall (i) execute and deliver to the Fiscal Agent in form satisfactory to the Fiscal 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 Fiscal 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 Fiscal 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 therefore from the Fiscal 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 Section 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 2.2. Description of the Bonds. The Bonds shall consist of fully registered bonds without coupons, numbered from R-1 upward, in denominations of $5,000.00 or any integral multiple thereof. The Bonds, as originally issued or issued upon transfer, exchange or substitution, shall be substantially in the form set forth herein. The Bonds shall be dated as of February 15, 2003, shall be due and payable serially on the dates and in the amounts (subject to optional and mandatory redemption as provided in Article III hereof), and shall bear interest at the rates per annum to be determined upon the sale of the Bonds as set forth in a separate ordinance.

 

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

 

The Bonds shall bear interest at the above-specified rates (computed on the basis of a 360-day year of 12 30-day months) from the date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on March 1 and September 1 in each year, beginning on September 1, 2003.

 

Section 2.3. Method and Place of Bonds. The principal of and interest on the Bonds will be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

 

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

 

The interest payable on the Bonds on any Interest Payment Date shall be paid to the Registered Holder of such Bonds as shown on the Bond Register at the close of business on the Record Date for such interest by check or draft mailed by the Paying Agent to such Registered Holder at the address shown on the Bond Register or in the case of an interest payment to any Registered Holder of $1,000,000.00 or more in aggregate principal amount of Bonds, by electronic transfer to such Registered Holder not less than 15 days prior to the Record Date for such interest, containing the electronic transfer instructions including the bank (which shall be in the continental United States), address, ABA routing number and account name and number to which such Registered Holder wishes to have such transfer directed.

 

Notwithstanding any of the foregoing provisions of this Section to the contrary, any interest on the Bonds which is payable, but is not punctually paid on any Interest Payment Date (herein called Defaulted Interest), shall be payable to the Registered Holder in whose names the Bonds are registered at the close of business on a Special Record Date. The Special Record Date shall be fixed in the following manner: (1) the City shall notify the Paying Agent and the Depository in writing of the amount of Defaulted Interest proposed to be paid on the Bonds and the date of the proposed payment, which proposed payment date shall be at least 30 days after receipt by the Paying Agent of such notice from the City, (2) at the same time the City shall deposit with the Paying Agent an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Paying Agent for such deposit prior to the date of the proposed payment, and (3) thereupon, the Paying Agent shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment.

 

The Paying Agent shall promptly notify the City of such Special Record Date and, in the name and at the expense of the City, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefore to mailed by first class mail, postage prepaid, to the Registered Holder of each Bond at the Registered Holders address as it appears in the Bond Register, not less than 10 days prior to such Special Record Date.

 

Section 2.4. Execution, Authentication and Delivery of the Bonds. The Bonds shall be executed on behalf of the City by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk and countersigned by the manual or facsimile signature of the Director of Finance of the City, and shall have the seal of the City affixed thereto or imprinted thereon. In the event any officer whose signature or facsimile thereof appears on any Bond shall cease to be such officer before the delivery of such Bond, such signature or facsimile thereof shall nevertheless be valid and sufficient for all purposes, the same as if such person had remained in office until delivery. Any Bond may be executed by such persons as at the actual time of the execution of such Bond shall be the proper officers to sign such Bond although at the original date of such Bond such persons may not have been such officers.

 

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

 

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

 

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

 

Section 2.5. Book-Entry Bonds; Securities Depository.

 

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

 

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

 

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

 

Section 2.6. Registration, Transfer and Exchange of Bonds. So long as any of the Bonds remain Outstanding, the City shall cause the Bond Register to be kept at the principal office of the Paying Agent and the Bonds and transfers and exchanges thereof shall be fully registered in the name of the Holder as to both principal and interest in the Bond Register. The Bond Insurer or its designated agent shall be given access to the registration books kept by the Paying Agent and the Paying Agent (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 Paying Agent upon three days notice to the Paying Agent.

 

Subject to the restrictions of Section 2.5 hereof, Bonds may be transferred in the Bond Register only upon surrender thereof to the Paying Agent duly endorsed for transfer or accompanied by a written instrument of transfer duly executed by the Holder thereof or his attorney or legal representative in such form as shall be satisfactory to the Paying Agent. Upon any such transfer, the City shall execute and the Paying Agent shall authenticate and deliver in exchange for such Bond a new Bond or Bonds, registered in the name of the transferee, of any denomination or denominations authorized by this Ordinance in an aggregate principal amount equal to the principal amount of such Bond, of the same Stated Maturity and bearing interest at the same rate.

 

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

 

In all cases in which Bonds shall be exchanged or transferred hereunder, the City shall execute and the Paying Agent shall authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this Ordinance. All Bonds surrendered in any such exchange or transfer shall forthwith be canceled by the Paying Agent. No service charge shall be made to any Bondholder for registration, transfer or exchange of any Bonds, but the City or the Paying Agent may make a charge for every transfer or exchange of the Bonds sufficient to reimburse it or them for any tax or other governmental charge required to be paid with respect to such transfer or exchange, and such charges shall be paid before any such transfer or exchange shall be completed. In the event any registered owner fails to provide a correct taxpayer identification number to the Paying Agent, the Paying Agent may impose a charge against such registered owner sufficient to pay any governmental charge required to be paid as a result of such failure. In compliance with Section 3406 of the Internal Revenue Code, such amount may be deducted by the Paying Agent from amounts otherwise payable to such registered owner hereunder.

 

The City and the Paying Agent shall not be required (i) to issue, transfer or exchange any Bond during a period beginning at the opening of business 15 days preceding the date of mailing of a notice of redemption for Bonds selected for redemption under Section 3.1 hereof and ending at the close of business on the day of such mailing; (ii) to transfer or exchange any Bond so selected for redemption in whole or in part; or (iii) to issue, transfer or exchange any Bond during a period beginning at the opening of business on the day after receiving written notice from the City of its intent to pay Defaulted Interest and ending at the close of business on the date fixed for the payment of Defaulted Interest pursuant to Section 2.3 of this Ordinance.

 

Section 2.7. Persons Deemed Owners of Bonds. The Person in whose name any Bond shall be registered shall be deemed and regarded by the City, the Paying Agent and the Paying Agent as the absolute owner thereof, whether such Bond shall be overdue or not, for the purpose of receiving payment therefore or on account thereof and for all purposes, and neither the City, the Paying Agent 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 2.8. Mutilated, Lost, Stolen or Destroyed Bonds. In the event any Global Certificate or Replacement Bond shall become mutilated, or be lost, stolen or destroyed, the City shall execute and the Paying Agent shall authenticate and shall deliver a new Bond of like date and tenor as the Bond mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Paying Agent, and in the case of any lost, stolen or destroyed Bond, there shall be first furnished to the City and the Paying Agent evidence of such loss, theft or destruction satisfactory to the City and the Paying Agent, together with indemnity satisfactory to them to save each of them harmless, and provided further that any applicable statutory requirements pertaining to mutilated, lost, stolen or destroyed Bonds are met. In the event any such Bond shall have matured, instead of issuing a substitute Bond the City may pay or authorize the payment of the same without surrender thereof. Upon the issuance of any substitute Bond, the City and the Paying Agent may require the payment of an amount sufficient to reimburse the City and the Paying Agent for any tax or other governmental charge that may be imposed in relation thereto and any other reasonable fees and expenses incurred in connection therewith. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, stolen or destroyed Bonds.

 

Section 2.9. Cancellation and Destruction of Bonds Upon Payment. The Bonds that have been paid or redeemed or that otherwise have been surrendered to the Paying Agent, either at or before Maturity, shall be cancelled by the Paying Agent immediately upon the payment, redemption and surrender thereof to the Paying Agent and subsequently destroyed in accordance with the customary practices of the Paying Agent and applicable retention laws.

 

Section 2.10. Designation of Paying Agent. UMB Bank, N.A., in the City of Kansas City, Missouri, is hereby designated as the Citys paying agent for the payment of principal of and interest on the Bonds and Paying Agent with respect to the registration, transfer and exchange of Bonds (herein called the Paying Agent).

 

The City will at all times maintain a Paying Agent meeting the qualifications herein described for the performance of the duties hereunder. The City reserves the right to appoint a successor Paying Agent for any Paying Agent hereafter appointed by the Director of Finance by (1) filing with the Paying Agent then performing such function a certified copy of the proceedings giving notice of the termination of such Paying Agent and appointing a successor, and (2) causing notice of the appointment of the successor Paying Agent to be given by first class mail to the Bond Insurer and each Bondowner. No resignation or removal of the Paying Agent shall become effective until a successor has been appointed and has accepted the duties of Paying Agent.

 

Every Paying Agent appointed hereunder shall at all times be (1) a commercial banking association or corporation or trust company located in the State of Missouri organized and in good standing and doing business under the laws of the United States of America or of the State of Missouri and subject to supervision or examination by federal or state regulatory authority and (2) shall have a reported capital plus surplus of not less than $100,000,000.00 or, consideration may be given by the City to a bank not meeting this amount if the bank submits an acceptable form of guarantee for its financial obligations to the City.

 

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

 

ARTICLE III

Redemption of Bonds

 

Section 3.1. Redemption of Bonds.

 

(a) Optional Redemption by City. The Bonds maturing on and after September 1, 2013, 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, 2012, at the principal amount thereof plus accrued interest to the redemption date, without premium.

 

(b) Mandatory Redemption. In the event term Bonds are issued as provided in Section 2.2, such Bonds shall be subject to mandatory redemption and payment prior to their Stated Maturity pursuant to the mandatory redemption requirements of this Section on the dates of the Stated Maturities for serial Bonds set forth in Section 2.2 at the principal amount thereof plus accrued interest to the Redemption Date, without premium. The payments specified in Section 5.4 hereof which are to be deposited into the Extension and Bond Retirement Account shall be sufficient to redeem, and the City shall redeem on such dates the principal amounts set forth in Section 2.2 and the remaining principal amount of Bonds shall be paid at their Stated Maturity.

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

 

Section 3.2. Selection of Bonds to be Redeemed.

 

(a) The Paying Agent shall call Bonds for redemption and payment and shall give notice of such redemption as herein provided upon receipt by the Paying Agent at least 45 days prior to the Redemption Date of written instructions of the City specifying the principal amount, Stated Maturities, Redemption Date and Redemption Prices of the Bonds to be called for redemption. The Paying Agent may in its discretion waive such notice period so long as the notice requirements set forth in Section 303 hereof are met. The foregoing provisions of this paragraph shall not apply in the case of any mandatory redemption of Bonds hereunder, and Bonds shall be called by the Paying Agent for redemption pursuant to such mandatory redemption requirements without the necessity of any action by the City and whether or not the Paying Agent holds moneys available and sufficient to effect the required redemption.

 

(b) Bonds shall be redeemed only in the principal amount of $5,000.00 or any integral multiple thereof. When less than all of the Outstanding Bonds are to be redeemed, such Bonds shall be redeemed from the Stated Maturities selected by the City, and Bonds of less than a full Stated Maturity shall be selected by the Paying Agent in $5,000.00 units of principal amount in such equitable manner as the Paying Agent may determine.

 

(c) In the case of a partial redemption of Bonds when Bonds of denominations greater than $5,000.00 are then Outstanding, then for all purposes in connection with such redemption each $5,000.00 of face value shall be treated as though it were a separate Bond of the denomination of $5,000.00. If it is determined that one or more, but not all, of the $5,000.00 units of face value represented by any Bond are selected for redemption, then upon notice of intention to redeem such $5,000.00 unit or units, the Holder of such Bond or the Holders duly authorized agent shall present and surrender such Bond to the Paying Agent (1) for payment of the Redemption Price and interest to the Redemption Date of such $5,000.00 unit or units of face value called for redemption, and (2) for exchange, without charge to the Holder thereof, for a new Bond or Bonds of the aggregate principal amount of the unredeemed portion of the principal amount of such Bond. If the Holder of any such Bond fails to present such Bond to the Paying Agent for payment and exchange as aforesaid, such Bond shall, nevertheless, become due and payable on the Redemption Date to the extent of the $5,000.00 unit or units of face value called for redemption (and to that extent only).

 

Section 3.3. Notice and Effect of Call for Redemption. Unless waived by any Holder of Bonds to be redeemed, official notice of any redemption shall be given by the Paying Agent on behalf of the City by mailing a copy of an official redemption notice by first class mail at least 30 days prior to the Redemption Date, to the Original Purchaser of the Bonds and each Holder of the Bonds to be redeemed at the address shown on the Bond Register.

 

All official notices of redemption shall be dated and shall contain the following information:

 

(a) the Redemption Date;

 

(b) the Redemption Price;

 

(c) if less than all Outstanding Bonds of a Maturity are to be redeemed, the identification (and, in the case of partial redemption of any Bonds, the respective principal amounts) of the Bonds to be redeemed;

 

(d) a statement that on the Redemption Date the Redemption Price will become due and payable upon each Bond or portion thereof called for redemption and that interest thereon shall cease to accrue from and after the Redemption Date; and

 

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

 

The failure of any Holder to receive notice given as heretofore provided or an immaterial defect therein shall not invalidate any redemption.

 

Prior to any Redemption Date, the City shall deposit with the Paying Agent an amount of money sufficient to pay the Redemption Price of all the Bonds or portions of Bonds that are to be redeemed on that date.

 

Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall become due and payable on the Redemption Date, at the Redemption Price therein specified, and from and after the Redemption Date (unless the City defaults in the payment of the Redemption Price) such Bonds or portion of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with such notice, the Redemption Price of such Bonds shall be paid by the Paying Agent. Installments of interest due on or prior to the Redemption Date shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption of any Bond, there shall be prepared for the Holder a new Bond or Bonds of the same Stated Maturity in the amount of the unpaid principal as provided herein. All Bonds that have been redeemed shall be cancelled and destroyed by the Paying Agent as provided herein and shall not be reissued.

 

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

 

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

 

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

 

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

 

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

 

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

 

ARTICLE IV

Form of Bonds

 

Section 4.1. Form of Bonds. The Bonds and the Paying Agents Certificate of Authentication to be endorsed thereon shall be in substantially the form set forth in this Section . The Bonds may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any custom, usage or requirement of law with respect thereto.

 

(FORM OF SERIES 2003A BOND)

 

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

 

UNITED STATES OF AMERICA

STATE OF MISSOURI

 

CITY OF KANSAS CITY, MISSOURI

 

GENERAL IMPROVEMENT AIRPORT REVENUE BOND

(TERMINAL IMPROVEMENT PROJECT)

SERIES 2003A

 

REGISTERED REGISTERED

NUMBER $_______________

 

Interest Maturity

Rate: Date: Dated Date: CUSIP

 

___% September 1, 2027 February 15, 2003

 

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

 

PRINCIPAL AMOUNT: DOLLARS

 

 

THE CITY OF KANSAS CITY, MISSOURI (the City), for value received, promises to pay, but only from the sources and in the manner hereinafter described, to the Registered Holder identified above, or registered assigns, on the Maturity Date identified above, unless called for redemption prior to maturity, the Principal Amount identified above and to pay interest thereon from said sources at the Interest Rate per annum specified above from the most recent Interest Payment Date to which interest has been paid in full or, if no interest has been paid, from the dated date of this Bond, said interest being payable on September 1, 2003, and thereafter semiannually on March 1 and September 1 in each year. The Principal Amount or redemption premium, if any, and interest (computed on the basis of a 360-day year of twelve 30-day months) on this Bond are payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Bond will be paid by check or draft mailed or wire transferred to the person in whose name this Bond (or one or more predecessor Bonds) is registered in the Bond Register maintained by the Paying Agent at the close of business on the fifteenth calendar day of the month next preceding each Interest Payment Date (the Record Date). Interest not punctually paid will be paid as otherwise provided in the Ordinance. The Principal Amount and redemption premium, if any, are payable by check or draft mailed or wire transferred to the Registered Holder upon presentation and surrender hereof at the principal office of the Paying Agent; provided, however, that upon a partial redemption of the Bonds which results in the stated amount hereof being reduced, the registered owner hereof may make a notation on the panel provided herein of such redemption, stating the amount so redeemed or may return the Bond to the Paying Agent in exchange for a new Bond, authenticated by the Paying Agent, in proper principal amount. Such notation, if made by the Bondholder, shall be for reference only, and may not be relied upon by any other person as being in any way determinative of the principal amount of such Bond Outstanding, unless the Registrar has initialed the appropriate column of the panel.

 

THIS BOND is one of a duly authorized issue of fully registered bonds of the City designated General Improvement Airport Revenue Bonds, Series 2003A, aggregating the principal amount of $78,385,000.00 (the Bonds), issued for the purpose of paying a portion of the cost of the Project 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 Citys Airports including Kansas City International Airport, the Charles B. Wheeler Downtown 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, 2013, 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, 2012, at the principal amount thereof plus accrued interest to the redemption date, without premium.

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

 

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

 

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

 

THE CITY hereby covenants with the Registered Holder of this Bond to keep and perform all covenants and agreements contained in the Ordinance, 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 Securities Depository, is being issued and required to be deposited with the Securities Depository and immobilized in its custody. The book-entry system will evidence positions held in the Bonds by the Securities Depositorys participants, beneficial ownership of the Bonds in authorized denominations being evidenced in the records of such participants. Transfers of ownership shall be effected on the records of the Securities Depository and its participants pursuant to rules and procedures established by the Securities Depository and its participants. The City and the Paying Agent will recognize the Securities Depository nominee, while the registered owner of this Bond, as the owner of this Bond for all purposes, including (i) payments of principal of, and redemption premium, if any, and interest on, this Bond, (ii) notices and (iii) voting. Transfer of principal, interest and any redemption premium payments to participants of the Securities Depository, and transfer of principal, interest and any redemption premium payments to beneficial owners of the Bonds by participants of the Securities Depository will be the responsibility of such participants and other nominees of such beneficial owners. The City and the Paying Agent will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by the Securities Depository, the Securities Depository nominee, its participants or persons acting through such participants. While the Securities Depository nominee is the owner of this Bond, notwithstanding the provision hereinabove contained, payments of principal of, redemption premium, if any, and interest on this Bond shall be made in accordance with existing arrangements among the City, the Paying Agent and the Securities Depository.

 

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

 

THIS BOND is transferable, as provided in the Ordinance, only in the Bond Register of the City kept for that purpose at the office of the Paying Agent upon surrender of this Bond duly endorsed or accompanied by a written instrument of transfer satisfactory to the Paying Agent duly executed by the Registered Holder hereof or his duly authorized attorney or legal representative, and thereupon a new Bond or Bonds in the same aggregate principal amount shall be issued to the transferee in exchange therefor subject to the conditions provided in the Ordinance. The Bonds for each maturity are issuable only in the form of fully registered bonds without coupons in the denomination of $5,000 or any integral multiple thereof. The Registered Holder of any Bond or Bonds may surrender the same in exchange for an equal aggregate principal amount of Bonds of any authorized denomination in the manner and subject to the conditions provided in the Ordinance. No service charge will be made for any such transfer or exchange, but the Paying Agent or City may require payment of any tax or governmental charge in connection therewith. The City, the Paying Agent and the Paying Agent may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the Principal Amount or redemption price hereof and interest due hereon and for all other purposes.

 

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

 

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

 

IN WITNESS WHEREOF, THE CITY OF KANSAS CITY, MISSOURI, has executed this Bond by causing it to be signed by the manual or facsimile signature of its Mayor, attested by the manual or facsimile signature of its City Clerk, and countersigned by the manual or facsimile signature of its Director of Finance, has caused its seal to be affixed hereto or printed hereon, and has caused this Bond to be dated February 15, 2003.

 

CITY OF KANSAS CITY, MISSOURI

 

[SEAL] By: ___________________________________

Mayor

ATTEST:

 

 

______________________

City Clerk

COUNTERSIGNED

 

 

______________________________________

Director of Finance

 

______________________________________________________________________________

 

STATEMENT OF INSURANCE

 

Financial Guaranty Insurance Company(Financial Guaranty) has issued a policy containing the following provisions with respect to the Bonds, such policy being on file at the principal office of UMB Bank, N.A., as paying agent (the Paying Agent):

 

Financial Guaranty hereby unconditionally and irrevocably agrees to pay for disbursement to the Bondholders that portion of the principal or accreted value (if applicable) of and interest on the Bonds which is then due for payment and which the issuer of the Bonds (the Issuer) shall have failed to provide. Due for payment means, with respect to principal or accreted value (if applicable), the stated maturity date thereof, or the date on which the same shall have been duly called for mandatory sinking fund redemption and does not refer to any earlier date on which the payment of principalof the Bonds is due by reason of call for redemption (other than mandatory sinking fund redemption), acceleration or other advancement of maturity, and with respect to interest, the stated date for payment of such interest.

 

Upon receipt of telephonic or telegraphic notice, subsequently confirmed in writing, or written notice by registered or certified mail, from a Bondholder or the Paying Agent to Financial Guaranty that the required payment of principal, accreted valueor interest (as applicable) has not been made by the Issuer to the Paying Agent, Financial Guaranty 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., or its successor as its agent (the Fiscal Agent), sufficient to make the portion of such payment not paid by the Issuer. Upon presentation to the Fiscal Agent of evidence satisfactory to it of the Bondholders right to receive such payment and any appropriate instruments of assignment required to vest all of such Bondholders right to such payment in Financial Guaranty, the Fiscal Agent will disburse such amount to the Bondholder.

 

As used herein the term Bondholder means the person other than the Issuer or the borrower(s) of bond proceeds who at the time of nonpayment of a Bond is entitled under the terms of such Bond to payment thereof.

 

The policy is non-cancellable for any reason.

 

FINANCIAL GUARANTY INSURANCE COMPANY

______________________________

 

CERTIFICATE OF AUTHENTICATION

 

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

 

REGISTRATION DATE:________________

 

UMB BANK, N.A., as 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 Paying Agent with full power of substitution in the premises.

 

DATED: ________________________

 

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

 

Signature Guaranteed:

NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution as defined by SEC Rule 17Ad-15 (17 CFR 240.17Ad-15).

 

 

By:________________________________

Authorized Officer

 

 

ARTICLE V

Funds and Accounts

 

Section 5.1. Disposition of Bond Proceeds, Construction Account and Capitalized Interest Account.

 

(a) Except as set out in (b) below, the principal amount received from the sale of the Bonds, as well as any amount received by the City on account of premium, if any, on the Bonds shall be deposited in a separate account designated the Series 2003A General Improvement Airport Revenue Bonds Construction Account (the Construction Account), and shall be used by the City solely to pay the costs of the Project in accordance with the plans and specifications prepared by the Citys engineers-architects, including any alterations therein or amendments thereto hereafter made by said engineers-architects and approved by the Council and pay the costs of issuing the Bonds. Amounts paid or incurred by the City on account of preliminary costs of the improvements, including the cost of plans incident to the sale, execution and delivery of the Bonds authorized for the purpose of making such improvements may be considered a part of the cost of said improvements and paid from the Construction Account on Certificate by an Aviation Department Representative after the approval of such amounts by the Director of the Citys Aviation Department. All other withdrawals from the Construction Account shall be made only on duly authorized and executed warrant therefore, accompanied by a certificate executed by the Citys engineers-architects that such payment is being made for a purpose within the scope of this Ordinance and that the amount of such payment does not exceed the contract price of the equipment, labor, materials or service being paid for, or, if such payment is not being made pursuant to an express contract, that such payment is not in excess of the reasonable value thereof.

 

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

 

Upon the completion of the Project, any surplus remaining in the Construction Account shall be deposited in and credited to the Bond Principal and Interest Account created by Section 5.3 of this Ordinance.

 

Any amount received by the City on account of accrued interest, if any, on the Bonds shall be credited to the Bond Principal and Interest Account created by Section 5.3 of this Ordinance.

(b) A portion of the principal amount received from the sale of the Bonds shall be deposited in a separate account designated the Series 2003A General Improvement Airport Revenue Bonds Capitalized Interest Account (the Capitalized Interest Account), and shall be used by the City solely to pay interest on the Bonds through December 1, 2004. Upon payment of the March 1, 2005 interest payment on the Bonds, any surplus remaining in the Capitalized Interest Account shall be deposited in and credited to the Bond Principal and Interest Account created by Section 5.3 of this Ordinance.

 

Section 5.2. Kansas City Airports Fund. So long as any of the Outstanding Parity Bonds, the Outstanding Junior Lien Bonds or 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 including any revenues collected and received pursuant to the CFC Ordinance approved by the Council, excluding (i) any revenues attributable to Passenger Facility Charges authorized under Part 158 of the Code of Federal Regulations and (ii) any revenues under any other special facilities agreement and ground lease heretofore or hereafter entered into by and between the City and any airline (or, once the Series 1994A Bonds, the Series 1995 Bonds, the Series 1997A Bonds and the Series 1999A Bonds are no longer Outstanding, any other tenants of the Airport) 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 or other tenant, 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 5.3. Ratification of Funds and Accounts. The establishment by Ordinance No. 34153 of the City of separate accounts in the Department of Finance of the City known respectively as the

 

(a) Reserve Operation and Maintenance Account, now known as the Airlines Operation and Maintenance Account, and

 

(b) Extension and Bond Retirement Account,

 

is ratified and confirmed. The Deferred Maintenance and Replacement Account established by the 1967 Ordinance is also ratified and confirmed and shall be maintained and applied as provided therein for so long as any of the Series 1994A Bonds, the Series 1995 Bonds or the Series 1997 Bonds remain Outstanding.

 

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

 

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

(d) Reserve Account for General Improvement Airport Revenue Bonds, Series 1994A, 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:

 

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

 

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

 

is ratified and confirmed.

 

The establishment in the Department of Finance of the City by the 1997A Ordinance of two separate accounts known respectively as the:

 

(g) Principal and Interest Account for General Improvement Airport Refunding Revenue Bonds, Series 1997A, dated March 15, 1997, and

 

(h) Reserve Account for General Improvement Airport Refunding Revenue Bonds, Series 1997A, dated March 15, 1997,

 

is ratified and confirmed.

 

The establishment in the Department of Finance of the City by the 1999A Ordinance of two separate accounts known respectively as the:

 

(i) Principal and Interest Account for General Improvement Airport Refunding Revenue Bonds, Series 1999A, dated August 15, 1999, and

 

(j) Reserve Account for General Improvement Airport Refunding Revenue Bonds, Series 1999A, dated August 15, 1999,

 

is ratified and confirmed.

 

The establishment in the Department of Finance of the City by the 2000 Ordinance of a separate account known as the:

 

(k) Subordinated Bond Principal and Interest Account, Series 2000, dated December 1, 2000,

 

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

 

(l) Principal and Interest Account for General Improvement Airport Revenue Bonds, Series 2003A, dated February 15, 2003, hereinafter sometimes called the Bond Principal and Interest Account, and

 

(m) Reserve Account for General Improvement Revenue Bonds, Series 2003A, dated February 15, 2003, hereinafter sometimes called the Bond Reserve Account.

 

The accounts referred to in paragraphs (c) and (d) shall be maintained and administered by the City in accordance with the provisions of the 1994A Ordinance so long as any of the Series 1994A Bonds remain outstanding. The accounts referred to in paragraphs (e) and (f) 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 in paragraphs (g) and (h) shall be maintained and administered by the City in accordance with the 1997A Ordinance so long as any of the Series 1997A Bonds remain outstanding. The accounts referred to in paragraphs (i) and (j) shall be maintained and administered by the City in accordance with the 1999A Ordinance so long as any of the Series 1999A Bonds remain outstanding. The account referred to in paragraph (k) shall be maintained and administered by the City in accordance with the provisions of the 2000 Ordinance so long as any of the Series 2000 Bonds remain outstanding. The accounts referred to in paragraphs (a), (b), (l) and (m) shall be maintained and administered by the City so long as any of the Bonds remain outstanding.

 

Section 5.4. 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 Citys 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 provided in paragraph (a) of this Section, so long as any of the Series 1994A Bonds, the Series 1995 Bonds, the Series 1997 Bonds or the Series 1999A Bonds remain Outstanding, the City shall next pay into the Airlines Operation and Maintenance Account any amounts required by the provisions of Ordinance No. 34153. Thereafter, the City shall pay into the Airlines Operation and Maintenance Account any amounts required by the provisions of the Citys current Airline Use and Lease Agreements for Kansas City International Airport.

 

(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 Principal and Interest Account for General Improvement Airport Revenue Bonds, Series 1994A, dated November 15, 1994, created by the 1994A Ordinance, so long as any of the Series 1994A Bonds remain outstanding, all amounts required to be so paid and credited by the provisions of the 1994A Ordinance, (ii) to the Principal and Interest Account for General Improvement Airport Refunding 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, (iii) to the Principal and Interest Account for General Improvement Airport Revenue Refunding Bonds, Series 1997A dated March 15, 1997 created by the 1997A Ordinance so long as any of the Series 1997A Bonds remain Outstanding any amounts required by the 1997A Ordinance, (iv) to the Principal and Interest Account for General Improvement Airport Refunding Revenue Bonds, Series 1999A dated August 15, 1999 created by the 1999A Ordinance so long as any of the Series 1999A Bonds remain Outstanding any amounts required by the 1999A Ordinance, and (v) to the Principal and Interest Account for General Improvement Airport Revenue Bonds, Series 2003B dated February 15, 2003 created by the 2003B Ordinance so long as any of the Series 2003B Bonds remain Outstanding any amounts required by the 2003B 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 Revenue Bonds, Series 2003A, dated February 15, 2003, to the extent necessary to meet at the maturity thereof all interest on and principal of the Bonds, the following sums:

 

(i) Taking into account the funds on deposit in the Capitalized Interest Account and any funds already on deposit in the Bond Principal and Interest Account, beginning January 20, 2005, and on the 20th day of each month thereafter, and to and including February 20, 2005, an equal and pro rata portion of the amount of interest becoming due on the Bonds on March 1, 2005; and thereafter, beginning on March 20, 2005, 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, 2007, and continuing on the 20th 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 20th 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 Bond Principal and Interest Account shall be expended and used by the City for the sole purpose of paying the interest on and principal of the Bonds as and when the same become due and the fees of the bond registrar and the Paying Agent for acting as bond registrar and paying agent, if any.

 

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 heretofore or hereafter issued and standing on a parity with the Bonds, the available moneys in the Kansas City Airports Fund 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 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 Airport Revenue Bonds, Series 1994A, dated November 15, 1994 created by the 1994A Ordinance, so long as any of the Series 1994A Bonds remain outstanding, any amounts required by the 1994A Ordinance, (ii) 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, (iii) to the Reserve Account for General Improvement Airport Refunding Revenue Bonds, Series 1997A, dated March 15, 1997 created by the 1997A Ordinance so long as any of the Series 1997A Bonds remain Outstanding any amounts required by the 1997A Ordinance, (iv) to the Reserve Account for General Improvement Airport Refunding Revenue Bonds, Series 1999A, dated August 15, 1999 created by the 1999A Ordinance, so long as any of the Series 1999A Bonds remain outstanding, any amounts required by the 1999A Ordinance, (v) to the Reserve Account for General Improvement Airport Revenue Bonds, Series 2003B, dated February 15, 2003 created by the 2003B Ordinance, so long as any of the Series 2003B Bonds remain outstanding, any amounts required by the 2003B Ordinance, and (vi) on a parity therewith, to the to the Reserve Account for General Improvement Airport Revenue Bonds, Series 2003A, dated February 15, 2003, a sum equal to 1/36 of the Maximum Bond Reserve Amount 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 Bond Principal and Interest Account 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 Bond Principal and Interest Account and the reserve accounts for the Outstanding Parity Bonds and the 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; provided, however, that the City shall not make a Demand for Payment, as defined below, under the Reserve Policy, as defined below, for the purpose of paying the last Outstanding Bonds. Upon retirement of the last Outstanding Bonds, moneys in the Bond Reserve Account shall be transferred to the Extension and Bond Retirement Account.

 

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 the Outstanding Parity Bonds, 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.

 

The debt service reserve requirement may be satisfied by deposits in cash, Permitted Investments, or an insurance policy, letter of credit or surety bond issued by a qualified financial institution, payable to the Paying Agent, guaranteeing payments into the Bond Reserve Account in the amount of the Maximum Bond Reserve Amount, less the sums, if any, then on deposit to the credit of the Bond Reserve Account, in accordance with the requirements of this Section. Any such letter of credit, surety bond or insurance policy shall be issued in the name of the Paying Agent and shall contain no restrictions on the ability of the Paying Agent to receive payment thereunder other than a certification by the Paying Agent that the funds drawn thereunder are to be used for the purposes set forth in the preceding paragraph. The Paying Agent shall receive payment thereunder prior to any expiration or termination thereof and whenever moneys are required for the purposes for which such accounts moneys may be applied. If the City elects to deposit a letter of credit, surety bond or insurance policy with the Paying Agent in lieu of moneys on deposit therein, upon any such deposit, the City shall release the Bond Reserve Account cash in an amount equal to, or Permitted Investments held therein having a market value equal to, the face amount of the letter of credit, surety bond or insurance policy then being deposited, except that moneys on deposit in such account which were originally proceeds of any Bonds shall be transferred to the Bond Principal and Interest Account or for any other use specified by the City if there shall be delivered to the Paying Agent an Opinion of Bond Counsel to the effect that such other use will not adversely affect the excludability of the interest on the Bonds from the gross income of the owners thereof for purposes of Federal income taxation and is permitted by the Act.

 

Simultaneously with the issuance of the Bonds, the City shall provide for the Bond Reserve Account to contain an amount equal to the Maximum Bond Reserve Amount. In lieu of a cash deposit, the Maximum Bond Reserve Amount will be satisfied by the Reserve Policy. The Reserve Policy shall terminate on the earlier of the scheduled final maturity date of the Bonds Outstanding as of the issuance date of the Reserve Policy or the date on which no Bonds are Outstanding under this Ordinance. As long as the Reserve Policy shall be in full force and effect, the City and the Paying Agent agree to comply with the following provisions:

 

(i) In the event that moneys on deposit in the Bond Principal and Interest Account (including the funds, if any, on deposit in the Capitalized Interest Account) are not sufficient to pay the amount of principal and interest coming due, the City shall notify the Paying Agent of such deficiency and if such funds have not been forwarded to the Paying Agent one Business Day prior to any Stated Maturity on the Bonds, then the Paying Agent shall make demand for payment to the Reserve Policy Provider as provided in the Reserve Policy (Demand for Payment), duly executed by the Paying Agent and certifying that funds are not available in the Bond Principal and Interest Account (including the Capitalized Interest Account) or the Bond Reserve Account to pay both principal of and interest on the Bonds becoming due on the next Stated Maturity. Upon the later of (A) one day after receipt by the Reserve Policy Provider of the Demand for Payment, or (B) the Stated Maturity on the Bonds as specified in the Demand for Payment, the Reserve Policy Provider will make a deposit of funds with the Paying Agent sufficient for the payment of the principal of and the interest becoming due on the Bonds on such Stated Maturity (as specified in the Demand for Payment) up to but not in excess of the Maximum Amount, as defined in the Reserve Policy; and

 

(ii) To the extent that cash has also been deposited in the Bond Reserve Account, all such cash shall be used (or Permitted Investments purchased with such cash shall be liquidated and the proceeds applied as required) prior to any drawing under the Reserve Policy, and the repayment of any Policy Costs, as defined below, shall be made prior to the replenishment of any such cash amounts; and if, in addition to the Reserve Policy, any other reserve fund substitute instrument (Additional Reserve Policy) is provided, drawings under the Reserve Policy and any such Additional Reserve Policy, and repayment of Policy Costs and reimbursement of amounts due under the Additional Reserve Policy, shall be made on a pro rata basis (calculated by reference to the Maximum Amounts available thereunder) after applying all available cash in the Bond Reserve Account and prior to replenishment of any such cash draws, respectively; and

 

(iii) The Paying Agent shall, upon receipt of moneys received from a Demand for Payment under the Reserve Policy and deemed to be credited to the Bond Reserve Account, pay such moneys to the holders of the Bonds as provided in this Ordinance.

 

The Citys repayment of any draws under the Reserve Policy and related reasonable expenses incurred by the Reserve Policy Provider (together with interest thereon at a rate equal to the lower of (A) the prime rate of Morgan Guaranty Trust Company of New York in effect from time to time plus 2% per annum and (B) the highest rate permitted by law) (collectively, Policy Costs)shall enjoy the same priority as the obligation to maintain and refill the Bond Reserve Account. The repayment of Policy Costs shall commence in the first month following each draw, and each such monthly payment shall be in an amount at least equal to 1/12 of the aggregate Policy Costs related to such draw. As security for the repayment obligations with respect to the Reserve Policy, the Reserve Policy Provider is hereby granted a security interest in the Revenues, which shall be junior and subordinate to the security interest of the Bondholders therein. If the City shall fail to repay any Policy Costs in accordance with the requirements of this paragraph, the Reserve Policy Provider shall be entitled to exercise any and all remedies available at law or under this Ordinance other than acceleration of the maturity of the Bonds or remedies which would adversely affect Bondholders.

In the event the City elects to fulfill the Maximum Bond Reserve Amount by the deposit of a credit instrument (other than a credit instrument issued by the Reserve Policy Provider) in lieu of cash or Permitted Investments, the City shall comply with the reserve fund surety guidelines as set forth below. The insurer providing such surety bond or insurance policy shall be an insurer whose municipal bond insurance policies insuring the payment, when due, of the principal of and interest on municipal bond issues results in such issues being rated AAA or Aaa by Standard and Poors or Moodys, respectively. A surety bond or insurance policy issued to the Paying Agent, by an entity other than a municipal bond insurer may be deposited in the Bond Reserve Account to meet the debt service reserve requirement if the form and substance of such instrument and the issuer thereof shall be approved by the Bond Insurer. The issuer of an unconditional, irrevocable letter of credit shall be a bank that is rated not lower than AA by Standard and Poors. The letter of credit shall be payable in one or more draws upon presentation by the beneficiary of a sight draft accompanied by its certificate that it then holds insufficient funds to make a required payment of principal or interest on the Bonds. The draws shall be payable within two days of presentation of the sight draft. The letter of credit shall be for a term of not less than three years. The issuer of the letter of credit shall be required to notify the City and the Paying Agent, not later than 30 months prior to the stated expiration date of the letter of credit, as to whether such expiration date shall be extended, and if so, shall indicate the new expiration date. If such notice indicates that the expiration date shall not be extended, the City shall deposit in the Bond Reserve Account an amount sufficient to cause the cash or Permitted Investments on deposit in the Bond Reserve Account together with any other qualifying credit instruments, to equal the Maximum Bond Reserve Amount on all Outstanding Bonds, such deposit to be paid in equal installments on at least a semi-annual basis over the remaining term of the letter of credit, unless the Bond Reserve Account credit instrument is replaced by a Bond Reserve Account credit instrument meeting the requirements set forth in the preceding paragraph. The letter of credit shall permit a draw in full not less than two weeks prior to the expiration or termination of such letter of credit if the letter of credit has not been replaced or renewed. The Paying Agent shall draw upon such letter of credit prior to its expiration or termination unless an acceptable replacement is in place or the Bond Reserve Account is fully funded in the required amount. The use of any Bond Reserve Account credit instrument pursuant to this paragraph shall be subject to receipt of an opinion of counsel acceptable to the Bond Insurer and in form and substance satisfactory to the Bond Insurer as to the due authorization, execution, delivery and enforceability of such instrument in accordance with its terms, subject to applicable laws affecting creditors rights generally, and, in the event the issuer of such credit instrument is not a domestic entity, an opinion of foreign counsel in form and substance satisfactory to the Bond Insurer. In addition, the use of an irrevocable letter of credit shall be subject to receipt of an opinion of counsel acceptable to the Bond Insurer and in form and substance satisfactory to the Bond Insurer to the effect that payments under such letter of credit would not constitute avoidable preferences under Section 547 of the U.S. Bankruptcy Code or under the laws of the State of Missouri in the event of the filing of a petition for relief under the U.S. Bankruptcy Code or the laws of the State of Missouri by or against the City (or any other account party under the letter of credit).

 

The obligation to reimburse the issuer of a Bond Reserve Account credit instrument for any fees, expenses, claims or draws upon such Bond Reserve Account credit instrument shall be subordinate to the payment of debt service on the Bonds. The right of the issuer of a Bond Reserve Account credit instrument to payment or reimbursement of its fees and expenses shall be subordinated to cash replenishment of the Bond Reserve Account, and, subject to the suspension or termination of the revolving feature described below, its right to reimbursement for claims or draws shall be on a parity with the cash replenishment of the Bond Reserve Account. The Bond Reserve Account credit instrument shall provide for a revolving feature under which the amount available thereunder will be reinstated to the extent of any reimbursement of draws or claims paid. If the revolving feature is suspended or terminated for any reason, the right of the issuer of the Bond Reserve Account credit instrument to reimbursement will be further subordinated to cash replenishment of the Bond Reserve Account to an amount equal to the difference between the full original amount available under the Bond Reserve Account credit instrument and the amount then available for further draws or claims. If (a) the issuer of a Bond Reserve Account credit instrument becomes insolvent or (b) the issuer of a Bond Reserve Account credit instrument defaults in its payment obligations thereunder or (c) the claims-paying ability of the issuer of the insurance policy or surety bond falls below AAA or Aaa for Standard and Poors or Moodys, respectively, or (d) the rating of the issuer of the letter of credit falls below AA for Standard and Poors, the obligation to reimburse the issuer of the Bond Reserve Account credit instrument shall be subordinate to the cash replenishment of the Bond Reserve Account.

 

If (a) the revolving reinstatement feature described in the preceding paragraph is suspended or terminated or (b) the rating of the claims paying ability of the issuer of the surety bond or insurance policy falls below a AAA or Aaa for Standard and Poors or Moodys, respectively, or (c) the rating of the issuer of the letter of credit falls below a AA for Standard and Poors, the City shall either (i) deposit into the Bond Reserve Account an amount sufficient to cause the cash or Permitted Investments on deposit in the Bond Reserve Account to equal the Maximum Bond Reserve Amount on all Outstanding Bonds, such amount to be paid over the ensuing five years in equal installments deposited at least semi-annually or (ii) replace such instrument with a surety bond, insurance policy or letter of credit meeting the requirements specified above within six months of such occurrence. Where applicable, the amount available for draws or claims under the Bond Reserve Account credit instrument may be reduced by the amount of cash or Permitted Investments deposited in the Bond Reserve Account pursuant to clause (i) above.

 

In the event (a) the rating of the claims-paying ability of the issuer of the surety bond or insurance policy falls below A or (b) the rating of the issuer of the letter of credit falls below A or (c) the issuer of the Bond Reserve Account credit instrument defaults in its payment obligations or (d) the issuer of the Bond Reserve Account credit instrument becomes insolvent, the City shall either (i) deposit into the Bond Reserve Account an amount sufficient to cause the cash or Permitted Investments on deposit in the Bond Reserve Account to equal the Maximum Bond Reserve Amount on all Outstanding Bonds, such amount to be paid over the ensuing year in equal installments on at least a monthly basis or (ii) replace such instrument with a surety bond, insurance policy or letter of credit meeting the requirements specified above within six months of such occurrence.

 

The Paying Agent shall ascertain the necessity for any claim or draw upon the Bond Reserve Account credit instrument and will provide notice to the issuer of such credit instrument in accordance with its terms not later than three days (or such longer period as may be necessary depending on the permitted time period for honoring a draw under the Bond Reserve Account credit instrument) prior to each Interest Payment Date. Cash on deposit in the Bond Reserve Account shall be used (or Permitted Investments purchased with such cash shall be liquidated and the proceeds applied as required) prior to any drawing on any Bond Reserve Account credit instrument. If and to the extent that more than one Bond Reserve Account credit instrument is deposited in the Bond Reserve Account, drawings thereunder and repayments of costs associated therewith shall be made on a pro rata basis, calculated by reference to the maximum amounts available thereunder.

 

If the City chooses to fulfill the Maximum Bond Reserve Amount by the deposit of a credit instrument (other than a credit instrument issued by the Reserve Policy Provider) in lieu of cash or Permitted Investments as described above, any amounts due and owing by the City to the issuer of such credit instrument as a result of a draw thereon or a claim thereunder, as appropriate, shall be included in any calculation for purposes of the parity test set forth in Section 8.1 hereof.

 

(e) When and after the City shall have made all payments and credits from the Kansas City Airports Fund to the Bond Reserve Account required at the time to be made under the provisions of Section (d), to the extent not required to be deposited in accordance with (a) to (d) above, Revenues attributable to the Customer Facility Charge which are available for deposit to the Deferred Maintenance Reserve Fund shall be deposited into the Subordinated Bond Principal and Interest Account.

 

(f) When and after the City shall have made all payments and credits from the Kansas City Airports Fund to the Subordinated Bond Principal and Interest Account required at the time to be made under the provisions of Section (e), the City shall next pay into the Deferred Maintenance Reserve Fund, of which the Deferred Maintenance and Replacement Account is a part, (1) any amounts required by the provisions of Ordinance No. 34153 to be deposited in the Deferred Maintenance and Replacement Account, and (2) any amounts required by the provisions of the Citys current Airline Use and Lease Agreements for Kansas City International Airport to be deposited in the Deferred Maintenance Reserve Fund.

 

(g) When and after the City shall have made all payments and credits from the Kansas City Airports Fund 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 Airlines Operation and Maintenance Account, the Bond 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 Outstanding Parity Bonds, the Bonds or 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, provided, however, such bonds shall be called for redemption and payment, or purchased, only in accordance with the provisions of Section 3.1 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 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 5.5. Payments to Subordinated Bond Principal and Interest Account. After all payments required by Section 5.4 of this Ordinance have been made, the City shall pay and credit first from the CFC and thereafter from other Revenues in the Bond and Extension Fund to the Subordinated Bond Principal and Interest Account the sums necessary to meet at the maturity thereof all interest on and principal of the Series 2000 Bonds.

 

Section 5.6. 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 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 specified.

 

If at any time the moneys in the Subordinated Bond Principal and Interest Account are not sufficient to pay the interest on and principal of the Series 2000 Bonds as and when the same become due, then the amount of such deficiency after all payments have been made in connection with the Bonds and the Outstanding Parity Bonds, shall be made up by transfer of moneys from the other existing accounts and funds 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.

 

Section 5.7. Transfer of Funds to Paying Agent and Bond Registrar. The Director of Finance of the City is hereby authorized and directed to withdraw from the Bond Principal and Interest Account, sums sufficient to pay both principal of and interest on the Bonds as and when the same become due and to pay the charges for services rendered by the bond registrar and Paying Agent in acting as bond registrar and Paying Agent for the Bonds, if any, and to forward such sums to the Paying Agent in next day funds no later than the Business Day prior to the date when such principal, interest and fees will become due. The amounts necessary to pay the charges of the bond registrar and Paying Agent shall be forwarded to the Paying Agent over and above the amount of the principal of and interest on the Bonds.

 

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

 

Any moneys held by the Paying Agent in trust for the payment and discharge of any of the Bonds which remain unclaimed for four years after the date when such Bonds have become due and payable, if such moneys were held by the Paying Agent at such date, or for four years after the date of deposit of such moneys if deposited with the Paying Agent after the said date when such Bonds become due and payable, shall, without further authorization, be repaid by the Paying Agent to the City as its absolute property and free from trust, and the Paying Agent shall thereupon be released and discharged with respect thereto and the Bondholders shall look only to the City for the payment of such Bonds.

 

 

ARTICLE VI

Investment of Funds

 

Section 6.1. Investment of Moneys in Funds and Accounts. Moneys held in the Funds and Accounts ratified in this Ordinance may be invested by the Director of Finance of the City as provided in the Parity Bond Ordinances and the 2000 Ordinance. Moneys held in the Series 2003A Construction Account, the Capitalized Interest Account, the Bond Principal and Interest Account and the Bond Reserve Account may be invested in Permitted Investments authorized by the current investment policy of the City and any investment earnings thereon shall be credited to the respective account and used as provided in this Ordinance.

 

ARTICLE VII

Covenants and Representations of the City

 

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

 

(a) The City will use the proceeds of the Bonds for the purpose of paying the cost of the acquisition, construction and equipping of the Project.

 

(b) The City will promptly pay the principal of and interest on the Bonds on the dates, at the place and in the manner herein and in the Bonds and any premium required for the redemption of the Bonds, 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, 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 therefore 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.

 

(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 Citys 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 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 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 Citys Charter, the Council will provide that an independent certified audit of the Citys 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 years operations and the financial status of all funds and accounts established to handle the revenues of the Airports, including the Funds and Accounts referred to herein. 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 the Bond Insurer within thirty (30) days after its acceptance, but in no event later than two-hundred seventy (270) 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 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, and used and applied for the purposes of said Fund in the order and in accordance with the provisions 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.

 

(i) 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.

 

(j) 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 7.2. Richards-Gebaur Memorial Airport. The City represents that Richards-Gebaur Memorial Airport was closed in early January 2000. The Kansas City Aviation Departments approximately 1200 acres of property located along U.S. Highway 71, which were previously Richards-Gebaur Memorial Airport, are no longer being used as an airport.

 

ARTICLE VIII

Additional Bonds

 

Section 8.1. 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 5.4 of this Ordinance.

 

(b) The Airport Consultant shall give its written approval of the issuance of such additional parity 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 12 consecutive months out of the last 15 months immediately preceding the date on which the Council shall find and declare it advisable to issue additional revenue bonds,

 

(i) for so long as any of the Series 1994 A Bonds, the Series 1995 Bonds and the Series 1997 A Bonds remain Outstanding, (A) 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 shall also be sufficient to provide at least one times coverage of the Citys obligations with respect to Policy Costs due and owing, if any, and (B) 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, and shall also be sufficient to provide at least one times coverage of the Citys obligations with respect to Policy Costs due and owing, if any, 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.

 

(ii) for so long as any of the Series 1999 A Bonds, the Series 2003B Bonds and the Bonds remain Outstanding, (A) shall have been not less than one and twenty-five hundredths (1.25) times the average annual fiscal year requirements for principal and interest on all general improvement airport revenue bonds of the City then outstanding, and shall also be sufficient to provide at least one times coverage of the Citys obligations with respect to Policy Costs due and owing, if any, and (B) 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 twenty-five hundredths (1.25) 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, and shall also be sufficient to provide at least one times coverage of the Citys obligations with respect to Policy Costs due and owing, if any, 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 Citys 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 (c) 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. For the purpose of calculating the average annual fiscal year debt service requirements on all of the Citys outstanding general improvement airport revenue bonds as required by the tests in this subsection (c), payments of principal and interest on all of the Citys outstanding general improvement airport revenue bonds that will be junior and subordinate to the Bonds, if any, shall be excluded. If the City shall issue additional General Improvement Airport Revenue Bonds for the purposes 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 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 5.4 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 5.4 of this Ordinance.

 

In connection with the issuance of any additional bonds pursuant to the provisions of this Section 8.1, the City shall mail to the Bond Insurer a copy of the disclosure documents, if any, circulated with respect to such additional bonds.

 

Not withstanding any provision of this Section 8.1 to the contrary, the City shall not issue any additional General Improvement Airport Revenue Bonds without the prior written consent of the Reserve Policy Provider if any Policy Costs are past due and owing to the Reserve Policy Provider.

 

ARTICLE IX

Amendments

 

Section 9.1. Amendments. The provisions of the Bonds and the provisions of this Ordinance may be modified or amended at any time by the City 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 the Bonds, or the extension of the maturity of any interest on the Bonds, or (b) a reduction in the principal amount of the Bonds or the rate of interest thereon, or (c) a reduction in the aggregate principal amount of the Bonds the consent of the Holders of 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 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.

 

Any rating agency then rating the Bonds must receive notice of each amendment and a copy thereof at least 15 days in advance of its execution or adoption. The Bond Insurer shall be provided with a full transcript of all proceedings relating to the execution of any such amendment or supplement.

 

ARTICLE X

Remedies

 

Section 10.1. Acceleration of Maturity in Event of Default. The City agrees that if it shall default in the payment of the principal of or interest on any of the Bonds as the same shall become due and such default shall continue for a period of thirty (30) days, or if the City or its governing body or any of the officers, agents or employees thereof shall fail or refuse to comply with any of the provisions of this Ordinance or of the statutes of the State of Missouri, then, at any time thereafter and while such default shall continue, the 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 specified herein, may rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent default or impair any rights consequent thereon.

 

Section 10.2. Ordinance Constitutes Contract, Remedies, Delay or Omission Not Waiver. The provisions of this Ordinance, including the covenants and agreements contained herein, shall constitute a contract between the City and the Holders of the Bonds and the 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.

 

Section 10.3. No Obligations to Levy Taxes. Nothing contained in this Ordinance, however, shall be construed as imposing on the City any duty or obligation to levy any taxes either to meet any obligation incurred herein or to pay the principal of or interest on the Bonds.

 

Section 10.4. Remedies Cumulative. No remedy conferred hereby upon any Holder of the Bonds is intended to be exclusive of any other remedy, but each such remedy is cumulative and in addition to every other remedy and may be exercised without exhausting and without regard to any other remedy conferred hereby. No waiver of any default or breach of duty or contract by the Holder of any Bond 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 10.5 Provisions Relating to the Bond Insurer.

 

(a) In the event of a default in the payment of principal of or interest on the Bonds, if no other funds are available under this Ordinance for such purpose, moneys in the Construction Account shall be used to pay principal of and interest on the Bonds.

 

(b) In determining whether a payment default has occurred or whether a payment on the Bonds has been made, no effect shall be given to payments made under the Bond Insurance Policy.

 

(c) Any acceleration of the Bonds and any annulment thereof shall be subject to the prior written consent of the Bond Insurer (if the Bond Insurer has not failed to comply with its payment obligations under the Bond Insurance Policy).

 

(d) The City shall give the Bond Insurer immediate notice of any payment default and shall give notice of any other default known to the City within 30 days of the City's knowledge thereof.

(e) For all purposes of the provisions of this Ordinance governing events of default and remedies, except the giving of notice of default to Bondholders, the Bond Insurer shall be deemed to be the sole holder of the Bonds for so long as it has not failed to comply with its payment obligations under the Bond Insurance Policy.

 

(f) The Bond Insurer shall be included as a party in interest and as a party entitled to (i) notify the City or any applicable receiver of the occurrence of an event of default and (ii) request a receiver to intervene in judicial proceedings that affect the Bonds or the security therefor. A receiver shall be required to accept notice of default from the Bond Insurer.

 

ARTICLE XI

Defeasance

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

 

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

 

Notwithstanding any provisions of this Article XI to the contrary, this Ordinance shall remain in full force and effect until all Policy Costs owing to the Reserve Policy Provider shall have been paid in full.

 

ARTICLE XII

Miscellaneous

 

Section 12.1. Consents and Other Instruments From Bondholders. Any consent, request, direction, approval, objection or other instrument required by this Ordinance to be signed and executed by the Bondholders may be in any number of concurrent writings of similar tenor and may be signed or executed by such Bondholders in person or by an agent appointed in writing. Proof of the execution of any such consent, request, direction, approval, objection or other instrument or writing appointing any such agent and of the ownership of the Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Ordinance, and shall be conclusive in favor of the City, the Paying Agent and the Paying Agent with regard to any action taken under such request or other instrument, namely:

 

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

 

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

 

Section 12.2. 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 Citys approval of the definitive Official Statement in such form as the Director shall finally approve. The use and public distribution of the definitive Official Statement are hereby authorized and approved. The Director of Finance is hereby authorized to execute the final Official Statement as so supplemented, amended and completed, and the use and public distribution of the Official Statement by the purchaser in connection with the reoffering of the Bonds is hereby authorized. The proper officials of the City are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds.

 

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

 

Section 12.3. 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 12.4. Reporting Requirements. The Bond Insurer shall be provided with the following information:

 

(a) Notice of any drawing upon or deficiency due to market fluctuation in the amount in the Bond Reserve Account.

 

(b) Notice of the redemption, other than mandatory sinking fund redemption, of any of the Bonds, or of any advance refunding of the Bonds, including the principal amount, maturities and CUSIP numbers thereof.

 

(c) Notice of any material events pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934.

 

(d) Such additional information as the Bond Insurer may reasonably request from time to time.

 

The notice addresses for the Bond Insurer and the Fiscal Agent under the Bond Insurance Policy are as follows:

 

Financial Guaranty Insurance Company

125 Park Avenue

New York, New York 10017

Attention: Risk Management

 

State Street Bank and Trust Company, N.A.

61 Broadway

New York, New York 10006

Attention: Corporate Trust Department

 

Section 12.5. Further Authority. The officers of the City, including the Mayor, the Director of Finance and City Clerk, shall be, and they hereby are, authorized to execute all documents and take such actions as they may deem necessary or advisable in order to carry out and perform the purposes of this Ordinance and to make ministerial alterations, changes or additions in the foregoing agreements, statements, instruments and other documents herein approved, authorized and confirmed which they may approve and the execution or taking of such action shall be conclusive evidence of such necessity or advisability.

 

Section 12.6. 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 12.7. Governing Law. This Ordinance shall be governed exclusively by and construed in accordance with the applicable laws of the State of Missouri.

 

Section 12.8. Effective Date. This Ordinance shall take effect and be in full force and effect ten days after its passage.

 

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Approved as to form and legality:

 

 

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Assistant City Attorney