COMMITTEE SUBSTITUTE
FOR ORDINANCE NO. 080893
Authorizing the issuance of not
to exceed $35,000,000.00 principal amount of Subordinate Water Revenue Bonds,
Series 2008A, of the City of Kansas City, Missouri, prescribing the form and
details of such revenue bonds; authorizing certain actions and documents and
prescribing other matters relating thereto; and repealing Committee Substitute
for Ordinance No. 080279 upon the issuance of the Series 2008B Bonds.
WHEREAS, the
City of Kansas City, Missouri (the City) is a constitutional charter City and
political subdivision duly organized and existing under the laws of the State
of Missouri (the State) and the Citys Charter, as amended, approved by the
voters for its government (the Charter), and owns and operates a revenue
producing waterworks system (the System); and
WHEREAS, the
City desires to make certain additions, extensions and improvements to the
System and is authorized under the provisions of the Constitution and statutes
of the State and its City Charter to issue and sell revenue bonds for the
purpose of providing funds for such purposes, upon obtaining the required voter
approval and provided that the principal of and interest on such revenue bonds
shall be payable solely from the revenues derived from the operation of the
System; and
WHEREAS, pursuant
to such authority, a special bond election was duly held in the City at the
primary election on August 6, 1996 (the Election), on the following question:
QUESTION
NO. 1
Shall the City of
Kansas City, Missouri, issue and sell waterworks revenue bonds in the principal
amount of $150,000,000.00 for the purpose of extending and improving the
waterworks system of the City including (1) the completion of the water main
transmission system to all parts of the City, (2) replacement of small water
mains, (3) replacement and additions to the water treatment plant and major
pump stations, and (4) automation of the system, with the principal and
interest of said bonds to be payable solely from the revenues derived by the
City from the operation of its waterworks system, including all future
improvements and extensions thereto?
and it was found and determined
that more than a majority of the qualified electors of the City voting on the
question had voted in favor of the issuance of the revenue bonds for the
purpose aforesaid, the vote on such question having been 28,959 votes for the
question to 8,821 votes against the question; and
WHEREAS, the City has
previously issued $139,910,000.00 of water revenue bonds authorized pursuant to
the 1996 Election and $10,090,000.00 of the water revenue bonds authorized
pursuant to the 1996 Election remain unissued; and
WHEREAS, the
City proposes to issue the remaining $10,090,000.00 so authorized to provide
funds for said purpose. After the issuance of the Series 2008A Bonds, the City
will have no authorized but unissued water revenue bonds authorized by the 1996
Election; and
WHEREAS, pursuant to
such authority, a special bond election was duly held in the City on August 2,
2005 (the 2005 Election) on the following question:
QUESTION NO. 1
Shall
the City of Kansas City, Missouri issue and sell waterworks revenue bonds in
the principal amount of $250,000,000.00 for the purpose of extending and
improving the waterworks system of the City including, without limitation (1)
the continued expansion of the water main transmission system, (2) replacement
of small water mains, (3) replacements of and additions to the water treatment
plant, major pump stations, and other water facilities, and (4) ensuring a
reliable water supply to include intake modifications and/or supplemental
ground water supply, with the principal and interest of said bonds to be
payable solely from the revenues derived by the City from the operation of its
waterworks system, including all future improvements and extensions thereto?
and it was found and determined
that more than a simple majority of the qualified electors of the City voting
on the question had voted in favor of the issuance of said revenue bonds for
the purpose aforesaid, the vote on said question having been 15,525 votes for
the question to 5,347 votes against the question; and
WHEREAS, none of the
revenue bonds so authorized by the 2005 Election have heretofore been issued,
and the City proposes to issue a portion of the revenue bonds so authorized to
provide funds for said purpose. After the issuance of the Series 2008A Bonds,
the City will have no authorized but unissued water revenue bonds other than
those authorized by the 2005 Election; and
WHEREAS, plans for
such additions, extensions and improvements and an estimate of the cost thereof
have been prepared and made by the Director of the Department of Water Services
of the City and the Consulting Engineer (as defined below) and the same are
hereby accepted and approved and are on file in the office of the Director of
Water Services; and
WHEREAS, the
City has heretofore issued its Water Refunding Revenue Bonds, Series 1996A in
the original principal amount of $45,550,000.00, of which $8,135,000.00
principal amount remains outstanding (the Series 1996A Senior Bonds); and
WHEREAS, the
City has heretofore issued its Water Revenue Bonds, Series 1996B in the
original principal amount of $28,000,000.00, of which $16,080,000.00 principal
amount remains outstanding (the Series 1996B Senior Bonds); and
WHEREAS, the
City has heretofore issued its Water Refunding Revenue Bonds, Series 1998A in
the original principal amount of $38,260,000.00, of which $25,005,000.00
principal amount remains outstanding (the Series 1998A Senior Bonds) pursuant
to Committee Substitute for Ordinance No. 980278; and
WHEREAS, the
City has heretofore issued its Water Revenue Bonds, Series 1998B in the
original principal amount of $14,410,000.00, of which $9,580,000.00 principal
amount remains outstanding (the Series 1998B Senior Bonds); and
WHEREAS, the
City has heretofore issued its Water Revenue Bonds, Series 2000A in the
original principal amount of $25,000,000.00, of which $18,515,000.00 principal
amount remains outstanding (the Series 2000A Senior Bonds); and
WHEREAS, the
City has heretofore issued its Water Revenue Bonds, Series 2002C in the
original principal amount of $17,500,000.00, of which $14,045,000.00 principal
amount remains outstanding (the Series 2002C Senior Bonds); and
WHEREAS, the
City has heretofore issued its Water Revenue Bonds, Series 2004D in the
original principal amount of $25,000,000.00, of which $24,750,000.00 principal
amount remains outstanding (the Series 2004D Senior Bonds); and
WHEREAS, the
City has heretofore issued its Water Revenue Bonds, Series 2005F in the
original principal amount of $30,000,000.00, of which $30,000,000.00 principal
amount remains outstanding (the Series 2005F Senior Bonds); and
WHEREAS, the
City has adopted Committee Substitute for Ordinance No. 080197 (the Master
Bond Ordinance) for purposes of issuing water revenue bonds for the System and
the Master Bond Ordinance provides for the issuance of water revenue bonds
pursuant to a Series Ordinance (as defined in the Master Bond Ordinance; and
WHEREAS, the
Series 1996A Senior Bonds, the Series 1996B Senior Bonds, the Series 1998A
Senior Bonds, the 1998B Senior Bonds, the Series 2000A Senior Bonds, the Series
2002C Senior Bonds, the Series 2004D Senior Bonds and the Series 2005F Senior
Bonds are collectively referred to herein as the (Refunded Bonds), which
Refunded Bonds are expected to be refunded by the Citys Water Refunding and
Improvement Revenue Bonds, Series 2008B (the Series 2008B Bonds) to be issued
in the maximum principal amount of $260,000,000.00 pursuant to a Series
Ordinance.
WHEREAS, the
City has determined that it is necessary and desirable and in the best
interests of the citizens of the area served by the System for the City to make
the additions, extensions and improvements to the System described above by
issuing its Subordinate Water Revenue Bonds in the aggregate principal amount
of $35,000,000.00 subject to the Certificate of Final Terms (the Series 2008A
Bonds) and to amend and restate Ordinance No. 080279 as herein provided and to
designate such ordinance as a Series Ordinance governing the terms of the
Series 2008A Bonds under the Master Bond Ordinance; NOW, THEREFORE,
BE IT ORDAINED BY THE COUNCIL OF KANSAS CITY:
ARTICLE I
DEFINITIONS
For all purposes of
this Series Ordinance, except as otherwise provided or unless the context
otherwise requires, words and terms used in this Series Ordinance shall have
the meanings set forth in Section 1.1 of the Master Bond Ordinance and the
following meanings set forth in this Section. Any words and terms defined
herein that are not already defined in the Master Bond Ordinance are intended
to supplement the definitions contained therein. Any words and terms defined
herein that are already defined in the Master Bond Ordinance are intended to
replace and supersede such definitions already contained therein for purposes
related to the Series 2008A Bonds. If any of the following definitions
conflict with the definitions already set forth in the Master Bond Ordinance,
the definitions set forth herein shall take precedence:
Bond Ordinance means
collectively this Series Ordinance and the Master Bond Ordinance.
Bond Registrar
means any bank or trust company designated as such by the City in the Bond
Ordinance with respect to any of the Bonds. Such Bond Registrar shall perform
the duties required of the Bond Registrar in the Bond Ordinance. The Bank of
New York Mellon Trust Company, N.A. is hereby designated as Bond Registrar for
the Bonds; provided, however, that in connection with the issuance of any SRF
Bonds, the City shall appoint such separate Bond Registrar designated by the
issuer of the SRF Bonds.
Certificate of Final Terms means the Certificate of Final Terms executed and
delivered by the Mayor pursuant to Section 4.2 hereof a copy of which is
attached to Exhibit B.
Master
Bond Ordinance means Master Water Revenue Bond Committee Substitute for
Ordinance No. 080197 adopted by the City on August 14, 2008.
Original
Principal Amount means the principal amount of Series 2008A Bonds
originally issued and delivered pursuant to the Master Bond Ordinance and this
Series Ordinance, in the amount specified in the Certificate of Final Terms,
subject to the terms in Exhibit A.
Paying Agent
means any bank or trust company, including any successors and assigns thereof,
authorized by the City to pay the Principal of, premium, if any, or interest on
any Bonds on behalf of the City. Such Paying Agent shall perform the duties
required of the Paying Agent in the Master Bond Ordinance and this Series
Ordinance. The Bank of New York Mellon Trust Company, N.A., is hereby
designated as Paying Agent for the Bonds; provided, however, that in connection
with the issuance of any SRF Bonds, the City shall appoint such Paying Agent
designated by the issuer of the SRF Bonds.
Senior Bonds
means the Series 2008B Bonds and any Bonds, including Senior SRF Bonds, issued
with a right to payment and secured by a lien on a parity with the Series 2008B
Bonds (except with respect to any Credit Facility which may be available only
to one or more series of Senior Bonds and except that Senior SRF Bonds shall
not be secured by the Debt Service Reserve Account) pursuant to Section 5.3 of
the Master Bond Ordinance.
Series
Ordinance means this ordinance as from time to time amended.
ARTICLE
II
AUTHORIZATION
OF BONDS
Section
2.1. Authorization of Series 2008A
Bonds; Details. The City hereby authorizes the execution, issuance, and
delivery of a series of Bonds to be designated City of Kansas City, Missouri
Subordinate Water Revenue Bonds, Series 2008A, in the aggregate Principal
amount not to exceed $35,000,000.00, which series of Bonds shall be executed,
issued, and delivered under, and secured by this Series Ordinance. From and
after the date of adoption of this Series Ordinance, the officials, employees,
and agents of the City are hereby authorized to do all such acts and things and
to execute and deliver any and all other documents, agreements, certificates
and instruments as may be necessary or desirable in connection with the
execution, delivery and sale of the Series 2008A Bonds, the investment of the
proceeds of the Series 2008A Bonds and the transactions contemplated on the
part of the City by this Series Ordinance.
The Series 2008A
Bonds shall bear interest at the rates per annum to be determined upon the sale
of the Bonds as set forth in the Certificate of Final Terms, computed on the
basis of a 360-day year consisting of twelve 30-day months, payable on December
1, 2008 and semiannually thereafter on each June 1 and December 1 of each year
and shall mature on December 1 in the years and in the Principal amounts to be
determined upon the sale of the Bonds as set forth in the Certificate of Final
Terms, unless earlier called for redemption.
Section
2.2. Description of the Bonds. The Bonds shall consist of fully
registered bonds without coupons, numbered from R-1 upward, in the denomination
of $5,000.00 or any integral multiple thereof and not exceeding the principal
amount of Bonds maturing in the year in which such Bond becomes due, as may be
specified by the Registered Owner of such Bond. The Bonds, as originally issued
or issued upon transfer, exchange or substitution, shall be substantially in
the form set forth in Section 4.1 of this Series Ordinance, with
appropriate insertions and deletions as are approved by the Mayor, which
approval will be conclusively evidenced by the Mayors signature on the Bonds.
The Bonds shall be dated April 15, 2008, shall become due in the amounts on the
Stated Maturities (subject to optional and mandatory redemption prior to their
Stated Maturities 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 the Certificate of Final Terms.
The Bonds shall
bear interest (computed on the basis of a 360-day year of twelve 30-day months)
from the most recent Interest Payment Date to which interest has been paid in
full or, if no interest has been paid, from April 15, 2008. Interest on the
Bonds shall be payable semiannually on June 1 and December 1 in each year,
commencing December 1, 2008, and at their Stated Maturity.
Section 2.3. Designation
of Paying Agent and Bond Registrar. The Director of Finance shall
designate the Paying Agent for the payment of principal of and interest on the
Bonds and bond registrar with respect to the registration, transfer and
exchange of Bonds (in such capacity, the "Bond Registrar").
The City will at
all time 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 by (1) filing with the bank or trust company
then performing such function a certified copy of the proceedings giving notice
of the termination of such bank or trust company and appointing a successor,
and (2) causing notice to be given by first class mail to each Bondowner. No
resignation or removal of the Paying Agent shall become effective until a
successor has been appointed and has accepted the duties of the Paying Agent.
Every Paying
Agent appointed hereunder shall at all times be (1) a commercial banking
association or corporation or trust company located in the State of Missouri
organized and in good standing and doing business under the laws of the United
States of America or of the State of Missouri and subject to supervision or
examination by federal or state regulatory authority and (2) shall have a
reported capital (exclusive of borrowed capital) plus surplus of not less than
$100,000,000.00 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. If such institution publishes reports of
conditions at least annually pursuant to law or regulation, then for the
purposes of this Section the capital and surplus of such institution shall be
deemed to be its capital and surplus as set forth in its most recent report of
condition so published.
The Paying Agent
shall be paid in accordance with its proposal for fees and expenses submitted
to the Director of Finance as an operating expense of the System.
ARTICLE III
REDEMPTION OF
BONDS
Section 3.1. Redemption
of Bonds. The Bonds shall be subject to redemption and payment prior to
their Stated Maturities at the option of the City, Series 2008A Bonds or
portions thereof may be called for redemption and payment prior to maturity in
whole or in part at any time in such amounts for each maturity as shall be
determined by the City at a redemption price equal to 100% of the Principal
amount, plus accrued interest thereon to the redemption date, as set forth in
the Certificate of Final Terms.
ARTICLE IV
FORM OF BONDS
Section 4.1. Form
of Bonds. The Series 2008A Bonds will be in substantially the following form,
with appropriate insertions and deletions as are approved by the Director of
Finance, which approval will be conclusively evidenced by the Director of
Finances signature on the Series 2008A Bonds.
FORM
OF BOND
REGISTERED
REGISTERED
NUMBER R
________ $
35,000,000.00
UNITED STATES OF AMERICA
STATE
OF MISSOURI
CITY
OF KANSAS CITY
SUBORDINATE
WATER REVENUE BOND
SERIES
2008A
Interest
Rate Maturity Date Dated
Date
4.660% December
1, 2027 April 15, 2008
REGISTERED
OWNER:
PRINCIPAL
AMOUNT: THIRTY-FIVE MILLION DOLLARS
THE CITY OF KANSAS CITY, MISSOURI, a constitutional charter city and a
political subdivision of the State of Missouri (the City), for value
received, promises to pay to the Registered Owner identified above, or
registered assigns, but only from the source and in the manner hereinafter
specified, 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 have been paid in full
or, if no interest has been paid, from April 15, 2008, said interest being
payable semiannually on June 1 and December 1 in each year, commencing December
1, 2008, until such principal amount has been paid.
The Principal
Amount of, redemption premium, if any, and interest (computed on the basis of a
360-day year of twelve 30-day months) on this Bond are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts. Interest will be paid by
check or draft mailed or wire transfer to the person in whose name this Bond
(or one or more predecessor Bonds) is registered in the Bond Register
maintained by the Bond Registrar at the close of business on the fifteenth 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
hereinafter referred to ordinance authorizing this Bond. The Principal Amount
and redemption premium, if any, are payable by check or draft mailed or wire
transfer to the Registered Owner on presentation and surrender hereof at the
principal corporate trust office of the Paying Agent, THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A., ST. LOUIS, MISSOURI, or such other office as the
Paying Agent may designate.
THIS BOND is one
of a duly authorized issue of fully registered bonds of the City designated
Subordinate Water Revenue Bonds, Series 2008A aggregating the principal
amount of $35,000,000.00 (the Series 2008A Bonds), issued pursuant to a
Master Bond Ordinance and a Series Ordinance duly adopted by the City
(collectively, the Bond Ordinance), for the purpose of financing the costs of
certain additions, extension and improvements to the System under the authority
of and in full compliance with the Constitution and laws of the State of
Missouri, and the City Charter and pursuant to elections held in the City at
which a majority of the qualified voters of the City voting on the questions
voted in favor of the issuance of $150,000,000.00 and $250,000,000.00 principal
amount of waterworks revenue bonds. The Series 2008A Bonds are all issued under
and equally and ratably secured by and entitled to the benefit of the Master
Bond Ordinance; provided, however, that the Series 2008A Bonds are Subordinate
Bonds under the Bond Ordinance. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Bond Ordinance.
The
Series 2008A Bonds and such other revenue bonds of the City as may in the
future be issued on a parity therewith, are equally and ratably secured by
pledge of the Pledged Revenues of the waterworks system (the System) of the
City, which is defined in the Master Bond Ordinance to include gross operating
revenues, certain amounts payable by any provider of a Hedge Agreement pursuant
to such Hedge Agreement, moneys and securities from time to time on deposit in
the funds and accounts established in the Bond Ordinance, and earnings on
investments made with the foregoing moneys and securities, excluding any
amounts required in the Bond Ordinance to be set aside pending, or used for,
rebate to the United States government pursuant to Section 148(f) of the Internal
Revenue Code of 1986, as amended, and any regulations promulgated with respect
to any such rebate requirement.
THE SERIES 2008A
BONDS SHALL NOT BE DEEMED TO CONSTITUTE A DEBT OF THE CITY NOR A PLEDGE OF THE
FAITH AND CREDIT OF THE CITY. THE SERIES 2008A BONDS SHALL NOT BE PAYABLE FROM
OR A CHARGE UPON ANY FUNDS OTHER THAN THE REVENUES AND AMOUNTS PLEDGED TO THE
PAYMENT THEREOF, NOR SHALL THE CITY BE SUBJECT TO ANY PECUNIARY LIABILITY
THEREON. NO OWNER OR OWNERS OF THIS BOND SHALL EVER HAVE THE RIGHT TO COMPEL
ANY EXERCISE OF THE TAXING POWER OF THE CITY TO PAY THIS BOND OR THE INTEREST
HEREON, NOR TO ENFORCE PAYMENT OF THIS BOND AGAINST ANY PROPERTY OF THE CITY;
NOR SHALL THIS BOND CONSTITUTE A CHARGE, LIEN OR ENCUMBRANCE, LEGAL OR
EQUITABLE, UPON ANY PROPERTY OF THE CITY, EXCEPT FOR THE PLEDGED REVENUES AND
ANY OTHER FUNDS PLEDGED TO SECURE THE SERIES 2008A BONDS.
The City has
covenanted and hereby covenants and agrees at all times while any Series 2008A
Bonds are Outstanding and unpaid to prescribe, fix, maintain, and collect
rates, fees, and other charges for the services, facilities, and commodities
furnished by the System fully sufficient at all times to: (i) provide for 100%
of the Expenses of Operation and Maintenance of the System, and (ii) produce
Net Operating Revenues, adjusted to exclude any revenues or expenses resulting
from a gain or loss, or mark-to-market change to any Hedge Agreement, in each
Fiscal Year which, together with Investment Earnings, will: (a) equal at least
125% of the Debt Service Requirement on all Senior Bonds then Outstanding for
the year of computation, 115% of the Debt Service Requirement on all Bonds then
Outstanding for the year of computation and
110% of the Debt Service Requirement on all Bonds and Other System Obligations
then Outstanding for the Fiscal Year of computation, (b) enable the
City to make all required payments into the Debt Service Reserve Subaccount and
the Rebate Account and to any Credit Facility Provider, any Reserve Account
Credit Facility Provider, and any Qualified Hedge Provider, (c) enable the City
to make all payments into the Renewal and Replacement Account, if any, required
by the Operating and Capital Reserves Policy established and approved by the
Water Services Department and the City Council, as may be amended from time to
time, and (d) will remedy all deficiencies in required payments into any of the
funds and accounts established under the Bond Ordinance from prior Fiscal
Years.
The Bond Ordinance
contains a more particular statement of the covenants and provisions securing
the Bonds, the conditions under which the owner of this Bond may enforce
covenants (other than the covenant to pay Principal of and interest on this
Bond when due from the sources provided, the right to enforce which is
unconditional), the conditions upon which additional revenue bonds may be
issued on a parity or achieve parity status with this Bond under the Bond
Ordinance, and the conditions upon which the Bond Ordinance may be amended with
the consent of the owners of a majority in aggregate Principal of the Bonds of
each class (senior and subordinate) Outstanding or the issuer of any Credit
Facility, if any, of such Bonds. Upon the occurrence of an Event of Default
under the Bond Ordinance, the owner of this Bond shall be entitled to the
remedies provided by the Bond Ordinance.
AT THE OPTION of
the City, the Series 2008A Bonds are subject to redemption and payment prior to
maturity on and after June 1, 2018, as whole at any time or in part on any Interest
Payment Date at a redemption prices equal to principal amount thereof, plus
accrued interest thereon to the Redemption Date. Bonds to be redeemed and paid
pursuant to the provisions described above shall be selected by the Bond
Registrar in such manner as it shall deem fair and appropriate.
WHEN BONDS are
called for redemption as aforesaid, written notice thereof will be given by
first class mail mailed not less than ten (10) days prior to the redemption
date to each Registered Owner 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 such funds are invested for their
redemption are on deposit with the Paying Agent on such redemption date, and will
no longer be secured by the Ordinance and will not be deemed to be outstanding
under the provisions of the Ordinance. The failure of the Registered Owner of
any Bond called for redemption to receive written notice mailed pursuant to the
above provisions or any defect in such notice will not invalidate or affect the
redemption of such Bond.
THE CITY hereby
covenants with the Registered Owner of this Bond that it will keep and perform
all covenants and agreements contained in the Ordinance, and will fix,
establish, maintain and collect such rates, fees and charges for the use and
services furnished by or through the System, as will produce revenues
sufficient to pay the costs of operation and maintenance of the System, pay the
principal of and interest on the Bonds as and when the same become due and
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 System, 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 Owners thereof.
THIS BOND is
transferable, as provided in the Ordinance, only in the Bond Register upon
surrender of this Bond duly endorsed or accompanied by a written instrument of
transfer satisfactory to the Bond Registrar duly executed by the Registered
Owner 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 Bond without coupons in denomination of $5,000.00 or
any integral multiple thereof. The Registered Owner of any Bond or Bonds may
surrender the same in exchange for an equal aggregate principal amount of Bonds
of any authorized denomination in the manner and subject to the conditions
provided in the Ordinance. No service charge will be made for any such transfer
or exchange, but the Bond Registrar or City may require payment of any tax or
governmental charge in connection therewith. The City, the Bond Registrar and
the Paying Agent may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof for the purpose of receiving payment
of, or on account of, the Principal Amount or redemption price hereof and
interest due hereon and for all other purposes.
THIS BOND shall
not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Ordinance until the Certificate of Authentication
hereon shall have been dated and authenticated by the Bond Registrar.
IT IS HEREBY
CERTIFIED AND DECLARED that all acts, conditions and things required to exist,
happen and be performed precedent to and in the issuance of the Bonds have
existed, happened and been performed in due time, form and manner as required
by law, and that before the issuance of the bonds, provisions have been made
for the collection and segregation of the revenues of the System and the
application of the same as provided in the Ordinance.
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 and attested
by the manual or facsimile signature of its City Clerk, has caused its
corporate seal to be affixed hereto or printed hereon, and has caused this Bond
to be dated as of its registration date.
CITY OF KANSAS CITY, MISSOURI
By:
_______________________________
Mayor
Attest:
By:
________________________________
City Clerk
CERTIFICATE
OF AUTHENTICATION
This Bond is one
of the Bonds described in the within mentioned Ordinance.
Registration Date:
______________________
THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A., as Bond
Registrar and
Paying Agent
By:
_______________________________
ASSIGNMENT
FOR VALUE RECEIVED the
undersigned hereby sell(s), assigns(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
______________________________________________________________________________
as agent to transfer
with the within Bond on the Bond Register kept by the Bond Registrar
with
full power and substitution in the premises.
Date: _________________
_________________________________________
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:
_________________________________________
(Eligible
Guarantor Institution)
By:
______________________________________
Authorized
Officer
ARTICLE V
FUNDS AND ACCOUNTS
Section 5.1. Establishment
of Funds and Accounts. In addition to the Funds and Accounts established
in Section 4.2 of the Master Bond Ordinance, the City hereby establishes
the following accounts, and the moneys deposited in such accounts shall be held
in trust for the purposes set forth in the Master Bond Ordinance and this
Series Ordinance:
(a) Within the City of Kansas City, Missouri Waterworks Project
Fund a Series 2008A, Project Account (the Series 2008A Project Account),
previously designated the Subordinate Water Revenue Bonds, Series 2008A,
Project Fund;
(b) Within the City of Kansas City, Missouri Waterworks Project
Fund a Series 2008A Costs of Issuance Account (the Series 2008A Costs of
Issuance Account), previously designated the Subordinate Water Revenue Bonds,
Series 2008A, Costs of Issuance Fund; and
(c) Within the City of Kansas City, Missouri Waterworks Rebate
Account of the Revenue Fund a Series 2008A Rebate Subaccount (the Series 2008A
Rebate Subaccount), previously designated the Rebate Fund for Subordinate
Water Revenue Bonds, Series 2008A.
Each account listed
above shall be held within the account under which it is created. All accounts
listed above are further described in Article IV of the Master Bond
Ordinance, except for (i) the Rebate Subaccount as further described in Section
6.11 of the Master Bond Ordinance and (ii) the Project Fund as further
described in Article XI of the Master Bond Ordinance.
The following accounts previously created are hereby ratified and
confirmed:
(a) Subordinate Water Revenue Bonds, Series 2008A, Principal and
Interest Sinking Fund (the 2008A Water Debt Fund);
(b) Subordinate Water Revenue Bonds, Series 2008A, Reserve
Account (the 2008A Bond Reserve Account).
The payment on the
Bonds shall be made in accordance with Section 4.3(a)(7) of the Master
Bond Ordinance.
Section 5.2. Application
of Moneys in Project Fund. Moneys in the Project Fund shall be used solely
for the purpose of paying part of the cost of the Project as hereinbefore
provided, in accordance with the plans therefor and heretofore approved by the
Council of the City and on file in the office of the Director of the Department
of Water Services, including any alterations in or amendments to said plans
deemed advisable by the Director of the Department of Water Services and
approved by the Council of the City.
Withdrawals from
the Project Fund shall be made only when authorized by the Council and only on
duly authorized and executed warrants or vouchers therefor prepared in
accordance with procedures issued by the Director of the Department of Water
Services that such payment is being made for a purpose within the scope of this
Ordinance and that the amount of such payment represents only the contract
price of the property, 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.
Upon completion of
the extensions and improvements to the System as hereinbefore provided, any
surplus moneys remaining in the Project Fund and not required for the payment
of unpaid costs thereof shall be deposited in the 2008A Water Debt Fund. Any surplus credited to the 2008A Water Debt Fund shall be applied
by the Paying Agent as directed by the City solely to the payment of principal
of, redemption premium, if any, and interest on the Bonds through the payment
or redemption thereof at the earliest date permissible under the terms of this
Ordinance. The balance transferred to the 2008A Water Debt Fund may first be
used to pay any principal payment on the Bonds coming due in that current bond
year. Any Bonds purchased by the Paying Agent pursuant to this provision with
moneys from the 2008A Water Debt Fund will be deemed cancelled.
Section 5.3. Funding
of the 2008A Bond Reserve Account. The Director of Finance is hereby
authorized to deposit to the Series 2008A Bond Reserve Account the Series 2008A
Bond Reserve Requirement, if any, as shown on the Certificate of Final Terms.
All moneys in any Bond Reserve Account will be used for the payment of
principal of and interest on the Series 2008A Bonds or to pay a like amount of
the last maturing bonds. Should the City expend any portion of the 2008A Bond
Reserve Account and thereby reduce the amount therein below the Bond Reserve
Requirement, except for the purpose of retiring all Outstanding Bonds, or
should a valuation of the 2008A Bond Reserve Account (which shall occur on each
interest payment date) indicate that it is below the Bond Reserve Requirement,
the City shall transfer monthly to such 2008A Bond Reserve Account all
available funds in accordance with Section 4.3(a)(7) of the Master Bond
Ordinance, until the 2008A Bond Reserve Account shall have again attained the
Bond Reserve Requirement.
ARTICLE VI
SALE AND
APPLICATION OF PROCEEDS OF SERIES 2008A BONDS
Section 6.1. Sale and Terms of Series 2008A Bonds; Authorization and Execution of Purchase
Contract and Certificate of Final Terms. The Mayor is authorized
and directed to approve the purchase price for the Bonds, the principal amounts
by maturity, the interest rates, the terms of credit enhancement and the other
final terms of the Bonds, including applicable redemption provisions, subject
to the limitations set forth in this Section and Exhibit A hereto, and
in that connection, to execute and deliver the Certificate of Final Terms for
and on behalf of and as the act and deed of the City, which approval will be
conclusively evidenced by the Mayors execution of the Certificate of Final
Terms. Upon execution, the Certificate of Final Terms will be attached to this
Series Ordinance as Exhibit B, and the City Clerk is hereby authorized
to file the Certificate of Final Terms with this Series Ordinance. The City is
authorized to enter into a Purchase Contract in accordance with the Certificate
of Final Terms. The Director of Finance is authorized to execute the Purchase
Contract for and on behalf of and as the act and deed of the City.
Section 6.2. Deposit
of Bond Proceeds. The net proceeds received from the sale of the Bonds
shall be deposited simultaneously with the delivery of the Bonds as follows:
(a) All accrued interest received from the sale of the
Bonds shall be deposited in the 2008A Water
Debt Fund.
(b) Proceeds of the Series 2008A Bonds shall be deposited in the
Series 2008A Costs of Issuance Account to pay the costs of issuing the Series
2008A Bonds as authorized by the Director of Finance, in an amount as set forth
in the Certificate of Final Terms.
(c) The remaining proceeds of the Series 2008A Bonds, including
any premium received from the sale of the Bonds, shall be deposited in the
Series 2008A Project Account as set forth in the Certificate of Final Terms.
ARTICLE V
ACCELERATION
Section 7.1. Acceleration
of Maturity in Event of Default. The City covenants and agrees that if it
shall default in the payment of the principal of or interest on any of the
Series 2008A Bonds as the same shall become due on any bond payment date, or if
the City or the Council of the City or any of the officers, agents, or
employees thereof shall fail or refuse to comply with any of the provisions of
this Ordinance, the Master Bond Ordinance or of the constitution or statutes of
the State, and such default continues for a period of thirty (30) days, after
written notice specifying such default has been given to the City by the
Registered Owner of any Series 2008A Bond then Outstanding, then, at any time
thereafter and while such default continues, the Registered Owners of
twenty-five percent (25%) in principal amount of the Series 2008A Bonds then
Outstanding by written notice to the City filed in the office of the City Clerk
or delivered in person to the City Clerk, declare the principal of all Series
2008A Bonds then Outstanding to be due and payable immediately, and upon any
such declaration given as aforesaid, all of the Series 2008A Bonds shall become
and be immediately due and payable, anything in this Ordinance, the Master Bond
Ordinance or in the Series 2008A Bonds contained to the contrary notwithstanding.
This provision, however, is subject to the condition that if at any time after
the principal of the Outstanding Series 2008A Bonds has been so declared to be
due and payable, all arrears of interest upon all Outstanding Series 2008A
Bonds, except interest accrued but not yet due on such Series 2008A Bonds, and
all arrears of principal upon all of said Series 2008A Bonds shall have been
paid in full, and all other defaults, if any, by the City under the provisions
of this Ordinance, the Master Bond Ordinance and under the provisions of the
statutes of the State shall have been cured, then and in every such case, the
Registered Owners of a majority in principal amount of the Series 2008A Bonds
then Outstanding by written notice to the City given as hereinbefore specified,
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.
ARTICLE
VIII
MISCELLANEOUS
PROVISIONS
Section 8.1. Applicability
of Master Bond Ordinance.Except as otherwise provided in this
Series Ordinance, the provisions of the Master Bond Ordinance are hereby
ratified, approved and confirmed and incorporated herein and shall be
applicable to the authorization, execution, authentication, issuance, redemption,
payment, sale and delivery of the Series 2008A Bonds, the custody and the
distribution of the proceeds and the security, payment, redemption and
enforcement of payment thereof. The requirements of Article V of the
Master Bond Ordinance regarding the issuance of additional Bonds have been
satisfied.
Section 8.2. Further
Authority. The officers of the City, including the Mayor and the City
Clerk, shall be, and they hereby are, authorized and directed to execute all
documents and take such actions as they deem necessary or advisable in order to
carry out and perform the purposes of this Series 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 8.3. Continuing
Disclosure. The City covenants and agrees to enter into a Continuing
Disclosure Agreement for the benefit of the Bondholders or similar undertaking
intended to satisfy the ongoing disclosure requirements of Securities and
Exchange Commission Rule 15c2-12. The Director of Finance is authorized to
enter in a Continuing Disclosure Agreement substantially in the form on file
with the office of the Director of Finance, with such changes therein as she
deems necessary or desirable.
Section 8.4. Severability.
If any section or other part of this Series Ordinance, whether large or small,
is for any reason held invalid, the invalidity thereof shall not affect the
other provisions of this Series Ordinance.
Section 8.5. Electronic Storage.
The City agrees that the transaction described herein may be conducted and
related documents may be stored by electronic means.
Section 8.6. Governing
Law. This Ordinance shall be governed exclusively by and construed in
accordance with the applicable laws of the State.
Section
8.7. Applicability of Committee Substitute for Ordinance No. 080279.
Upon issuance of the Series 2008B Bonds and exchange of the Series 2008A Bonds,
this Series Ordinance and the Master Ordinance shall supersede the provisions
of Committee Substitute for Ordinance No. 080279 and Committee Substitute for
Ordinance No. 080279 shall be repealed. This Series Ordinance shall constitute
a Series Ordinance as defined in the Master Ordinance.
Section 8.8. Effective
Date. This Ordinance shall take effect and be in full force ten (10) days
after its passage.
_____________________________________________
Approved
as to form and legality:
___________________________________
Heather
A. Brown
Assistant City Attorney
EXHIBIT
A
TERMS OF BONDS
1. Purchase Price: Not greater
than 105% of the Principal Amount.
2. Weighted Average Maturity of the
Bonds: Not less than 12 nor more than 16 years.
3. True Interest Cost: Not to
exceed 5.75%
4. Final Maturity: Not later
than 2030.