ORDINANCE NO. 970873

 

Authorizing the issuance of $40,000,000.00 principal amount of General Obligation Bonds (Streetlight Project), Series 1997B, of the City of Kansas City, Missouri; prescribing the form and details of said bonds; providing for the levy and collection of an annual tax for the purpose of paying the principal of and interest on said bonds as they become due; and authorizing certain other documents and actions in connection therewith.

 

WHEREAS, the City of Kansas City, Missouri (the "City"), is authorized under the provisions of Article VI, Section 26 of the Constitution of Missouri, 1945, as amended, and its charter to incur indebtedness and issue and sell general obligation bonds of the City to evidence such indebtedness for lawful purposes, upon obtaining the approval of the required majority of the qualified electors of the City voting on the question to incur such indebtedness; and

 

WHEREAS, pursuant to such authority, an election was duly held in the City on Tuesday, April 1, 1997 (the "Election"), on the question whether to issue the general obligation bonds of the City in the amount of $110,000,000.00 for the purpose of purchasing from Kansas City Power & Light Company an existing street lighting system and for construction of an upgraded and expanded street lighting system; and

 

WHEREAS, the votes cast at the Election were duly canvassed as provided by law, and it was found and declared that not less than four-sevenths of the qualified voters of the City voting at the Election on said question voted in favor of the issuance of said bonds, the vote on said question having been 22,176 votes for the issuance of said bonds and 8,754 votes against the issuance of said bonds; and

 

WHEREAS, the City has not issued any of the bonds authorized at the Election, and desires to issue $40,000,000.00 principal amount of the bonds so authorized at the Election; and

 

WHEREAS, it is hereby found and determined that it is necessary and advisable and in the best interest of the City and its inhabitants at this time to authorize the issuance and delivery of said bonds for the purpose aforesaid; NOW, THEREFORE,

 

BE IT ORDAINED BY THE COUNCIL OF KANSAS CITY:

 

ARTICLE I

DEFINITIONS

 

Section 101. Definitions of Words and Terms. In addition to words and terms defined elsewhere herein, the following words and terms as used in this Ordinance shall have the following meanings:

 

"Arbitrage Instructions" means the Arbitrage Instructions attached as Exhibit A to the City's Arbitrage Certificate relating to the Bonds, as the same may be amended or supplemented in accordance with the provisions thereof.

 

"Bond Counsel" means Gilmore & Bell, P.C., Kansas City, Missouri, the Hardwick Law Firm, LLC, Kansas City, Missouri, or other attorneys or firm of attorneys with a nationally recognized standing in the field of municipal bond financing selected by the City.

 

"Bond Payment Date" means any date on which principal of or interest on any Bond is payable.

 

"Bond Register" means the books for the registration, transfer and exchange of Bonds kept at the office of the Paying Agent.

 

"Bondowner," "Owner" or "Registered Owner" when used with respect to any Bond means the Person in whose name such Bond is registered on the Bond Register.

 

"Bonds" means the General Obligation Bonds (Streetlight Project), Series 1997B, authorized and issued by the City pursuant to this Ordinance.

 

"Business Day" means a day other than a Saturday, Sunday or holiday on which the Paying Agent is scheduled in the normal course of its operations to be open to the public for conduct of its banking operations.

 

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

 

"City" means the City of Kansas City, Missouri, and any successors or assigns.

 

"Code" means the Internal Revenue Code of 1986, as amended, and the applicable regulations of the Treasury Department proposed or promulgated thereunder.

 

"Debt Service Fund" means the Series 1997B Debt Service Fund created in Section 501.

 

"Defaulted Interest" means interest on any Bond which is payable but not paid on any Interest Payment Date.

 

"Defeasance Obligations" means any of the following obligations:

 

(a) United States Government Obligations that are not subject to redemption in

advance of their maturity dates; or

 

(b) obligations of any state or political subdivision of any state, the interest on

which is excluded from gross income for federal income tax purposes and which meet the following conditions:

 

(1) the obligations are (i) not subject to redemption prior to maturity or (ii)the

trustee for such obligations has been given irrevocable instructions concerning their calling and redemption and the issuer of such obligations has covenanted not to redeem such obligations other than as set forth in such instructions;

 

(2) the obligations are secured by cash or United States Government Obligations

that may be applied only to principal of, premium, if any, and interest payments on such obligations;

 

(3) such cash and the principal of and interest on such United States Government

Obligations (plus any cash in the escrow fund) are sufficient to meet the liabilities of the obligations;

 

(4) such cash and United States Government Obligations serving as security for

the obligations are held in an escrow fund by an escrow agent or a trustee irrevocably in trust;

 

(5) such cash and United States Government Obligations are not available to

satisfy any other claims, including those against the trustee or escrow agent; and

 

(6) the obligations are rated in the highest rating category by Moody's (presently

"Aaa") or Standard & Poor's Ratings Group (presently ("AAA").

 

"Interest Payment Date" means the Stated Maturity for an installment of interest on any Bond.

 

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

 

"Ordinance" means this Ordinance as from time to time amended in accordance with the terms hereof.

 

"Outstanding" means, when used with reference to Bonds, as of any particular date of determination, all Bonds theretofore authenticated and delivered hereunder, except the following Bonds:

 

(a) Bonds theretofore cancelled by the Paying Agent or delivered to the Paying

Agent for cancellation;

 

(b) Bonds deemed to be paid in accordance with the provisions of Section 701

hereof; and

 

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

authenticated and delivered hereunder.

 

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

 

"Paying Agent" means State Street Bank and Trust Company of Missouri, N.A., in the City of St. Louis, Missouri, and any successors or assigns.

 

"Permitted Investments" means any of the following securities, if and to the extent the same are at the time legal for investment of the moneys held in the funds and accounts listed in Section 501 hereof:

 

(a) United States Government Obligations;

 

(b) certificates of deposit or time deposits, whether negotiable or nonnegotiable,

issued by any bank or trust company organized under the laws of the United States and located in the City, provided that such certificates of deposit or time deposits shall be either (1) continuously and fully insured by the Federal Deposit Insurance Corporation, or (2) continuously and fully secured by United States Government Obligations which shall have a market value, exclusive of accrued interest, at all times at least equal to 110% of the principal amount of such certificates of deposit or time deposits; and

 

(c) any other securities or investments that are lawful for the investment of

moneys held in such funds or accounts under the laws of the State of Missouri and conform to the City's investment policy.

 

"Person" means any natural person, corporation, partnership, joint venture, association, firm, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof or other public body.

 

"Purchaser" means the manager of the underwriting group that originally purchases the Bonds.

 

"Rebate Fund" means the fund by that name referred to in Section 501.

 

"Record Date" for the interest payable on any Interest Payment Date means the 15th day (whether or not a Business Day) of the calendar month next preceding such Interest Payment Date.

 

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

 

"Redemption Price" when used with respect to any Bond to be redeemed means the price at which such Bond is to be redeemed pursuant to the terms of this Ordinance, including the applicable redemption premium, if any, but excluding installments of interest whose Stated Maturity is on or before the Redemption Date.

 

"Replacement Bonds" means Bonds issued to the beneficial owners of the Bonds in accordance with Section 210(b).

 

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

 

"Special Record Date" means the date fixed by the Paying Agent pursuant to Section 204 hereof for the payment of Defaulted Interest.

 

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

 

"Streetlight Project" means purchasing from Kansas City Power & Light Company an existing street lighting system and construction of an upgraded and expanded street lighting system.

 

"Streetlight Project Fund" means the Series 1997B Streetlight Project Fund created in Section 501.

 

"United States Government Obligations" means bonds, notes, certificates of indebtedness, treasury bills or other securities constituting direct obligations of, or obligations the principal of and interest on which are fully and unconditionally guaranteed as to full and timely payment by, the United States of America, including evidences of a direct ownership interest in future interest or principal payments on obligations issued or guaranteed by the United States of America (including the interest component of obligations of the Resolution Funding Corporation).

 

 

ARTICLE II

AUTHORIZATION OF BONDS

 

Section 201. Authorization of Bonds. There shall be issued and hereby are authorized and directed to be issued the General Obligation Bonds (Streetlight Project), Series 1997B, of the City in the principal amount of $40,000,000.00 (the "Bonds"), for the purpose of paying part of the cost of purchasing from Kansas City Power & Light Company an existing street lighting system and for construction of an upgraded and expanded street lighting system.

 

Section 202. Description of Bonds. The Bonds shall consist of fully registered bonds without coupons, numbered in a manner determined by the Paying Agent, in denominations of $5,000.00 or any integral multiple thereof. The Bonds shall be substantially in the form set forth in Exhibit A attached hereto, and shall be subject to registration, transfer and exchange as provided in Section 205. The Bonds shall be dated July 15, 1997, shall become due in the amounts on the Stated Maturities set forth below, subject to redemption and payment prior to their Stated Maturities as provided in Article III, and shall bear interest at the rates per annum to be determined upon the sale of the Bonds as set forth in a separate ordinance.

 

Stated Maturity Principal

February 1 Amount

 

1998 $1,820,000.00

1999 1,160,000.00

2000 1,225,000.00

2001 1,295,000.00

2002 1,370,000.00

2003 1,450,000.00

2004 1,535,000.00

2005 1,620,000.00

2006 1,715,000.00

2007 1,815,000.00

2008 1,920,000.00

2009 2,030,000.00

2010 2,145,000.00

2011 2,270,000.00

2012 2,400,000.00

2013 2,535,000.00

2014 2,685,000.00

2015 2,835,000.00

2016 3,000,000.00

2017 3,175,000.00

 

At the election of the Purchaser, a term Bond maturing in the year 2017 may be issued in lieu of all or a portion of serial Bonds with Stated Maturities, as in this paragraph provided, subject to the following conditions: serial Bonds selected for conversion to a term Bond with mandatory redemption requirements shall be chosen in inverse order of Stated Maturity, beginning with Bonds scheduled to mature in the year 2017; all Bonds selected as a term Bond shall bear the same rate of interest; and not less than all Bonds of the same Stated Maturity shall be converted to a term Bond with mandatory redemption requirements.

 

The Bonds shall bear interest (computed on the basis of a 360-day year of twelve 30-day months) from the dated date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on February 1 and August 1 in each year, beginning on February 1, 1998.

 

Section 203. Designation of Paying Agent. State Street Bank and Trust Company of Missouri, N.A., St. Louis, Missouri, is hereby designated as the City's paying agent for the payment of principal of and interest on the Bonds and as bond registrar with respect to the registration, transfer and exchange of Bonds (the "Paying Agent").

 

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

 

Every Paying Agent appointed hereunder shall at all times be 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.

 

Section 204. Method and Place of Payment of Bonds. The principal of or Redemption Price and interest on the Bonds shall be payable in any coin or currency of the United States of America that, on the respective dates of payment thereof, is legal tender for the payment of public and private debts.

 

The principal of or Redemption Price of each Bond shall be paid at Maturity by check or draft to the Person in whose name such Bond is registered on the Bond Register at the Maturity thereof, upon presentation and surrender of such Bond at the principal payment office of the Paying Agent.

 

The interest payable on each Bond on any Interest Payment Date shall be paid to the Registered Owner of such Bond as shown on the Bond Register at the close of business on the Record Date for such interest by check or draft mailed by the Paying Agent to the address of such Registered Owner shown on the Bond Register or, in the case of an interest payment to any Registered Owner of $500,000.00 or more in aggregate principal amount of Bonds, by electronic transfer to such Registered Owner upon written notice given to the Paying Agent by such Registered Owner not less than 15 days prior to the Record Date for such interest, containing the electronic transfer instructions including the bank (which shall be in the continental United States), ABA routing number and account number to which such Registered Owner wishes to have such transfer directed.

 

Notwithstanding the foregoing provisions of this Section, any Defaulted Interest with respect to any Bond shall cease to be payable to the Registered Owner of such Bond on the relevant Record Date and shall be payable to the Registered Owner in whose name such Bond is registered at the close of business on the Special Record Date for the payment of such Defaulted Interest, which Special Record Date shall be fixed as hereinafter specified in this paragraph. The City shall notify the Paying Agent in writing of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment (which date shall be at least 30 days after receipt of such notice by the Paying Agent) and shall deposit with the Paying Agent at the time of such notice an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Paying Agent for such deposit prior to the date of the proposed payment. Following receipt of such funds the Paying Agent shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment. The Paying Agent shall promptly notify the City of such Special Record Date and, in the name and at the expense of the City, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, by first class mail, postage prepaid, to each Registered Owner of a Bond entitled to such notice at the address of such Registered Owner as it appears on the Bond Register not less than 10 days prior to such Special Record Date.

 

The Paying Agent shall keep a record of payment of principal and Redemption Price of and interest on all Bonds and at least annually upon request shall forward a copy or summary of such records to the City.

 

Section 205. Registration, Transfer and Exchange of Bonds. The City covenants that, as long as any of the Bonds remain Outstanding, it will cause the Bond Register to be kept at the office of the Paying Agent as herein provided. Each Bond when issued shall be registered in the name of the owner thereof on the Bond Register.

 

Bonds may be transferred and exchanged only on the Bond Register as provided in this Section. Upon surrender of any Bond at the principal payment office of the Paying Agent, the Paying Agent shall transfer or exchange such Bond for a new Bond or Bonds in any authorized denomination of the same Stated Maturity and in the same aggregate principal amount as the Bond that was presented for transfer or exchange. Bonds presented for transfer or exchange shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in a form and with guarantee of signature satisfactory to the Paying Agent, duly executed by the Registered Owner thereof or by the Registered Owner's duly authorized agent.

 

In all cases in which the privilege of transferring or exchanging Bonds is exercised, the Paying Agent shall authenticate and deliver Bonds in accordance with the provisions of this Ordinance. The City shall pay the fees and expenses of the Paying Agent for the registration, transfer and exchange of Bonds provided for by this Ordinance and the cost of printing a reasonable supply of registered bond blanks. Any additional costs or fees that might be incurred in the secondary market, other than fees of the Paying Agent, are the responsibility of the Registered Owners of the Bonds. In the event any Registered Owner fails to provide a correct taxpayer identification number to the Paying Agent, the Paying Agent may make a charge against such Registered Owner sufficient to pay any governmental charge required to be paid as a result of such failure. In compliance with Section 3406 of the Code, such amount may be deducted by the Paying Agent from amounts otherwise payable to such Registered Owner hereunder or under the Bonds.

 

The City and the Paying Agent shall not be required (a) to register the transfer or exchange of any Bond after notice calling such bond or portion thereof for redemption has been mailed by the Paying Agent pursuant to Section 303 and during the period of 15 days next preceding the date of mailing of such notice of redemption; or (b) to register the transfer or exchange of any Bond during a period beginning at the opening of business on the day after receiving written notice from the City of its intent to pay Defaulted Interest and ending at the close of business on the date fixed for the payment of Defaulted Interest pursuant to Section 204.

 

The City and the Paying Agent may deem and treat the Person in whose name any Bond is registered on the Bond Register as the absolute owner of such Bond, whether such Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal or Redemption Price of and interest on said Bond and for all other purposes. All payments so made to any such Registered Owner or upon the Registered Owner's order shall be valid and effective to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the City nor the Paying Agent shall be affected by any notice to the contrary.

 

At reasonable times and under reasonable regulations established by the Paying Agent, the Bond Register may be inspected and copied by the Registered Owners of 10% or more in principal amount of the Bonds then Outstanding or any designated representative of such Registered Owners whose authority is evidenced to the satisfaction of the Paying Agent.

 

Section 206. Execution, Registration, Authentication and Delivery of Bonds. Each of the Bonds, including any Bonds issued in exchange or as substitutions for the Bonds initially delivered, shall be signed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the City Clerk and countersigned by the manual or facsimile signature of the Director of Finance of the City and shall have the official seal of the City affixed thereto or imprinted thereon. In case any officer whose signature appears on any Bond ceases to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes, as if such person had remained in office until delivery. Any Bond may be signed by such persons who at the actual time of the execution of such Bond are the proper officers to sign such Bond although at the date of such Bond such persons may not have been such officers.

 

The Mayor, the City Clerk and the Director of Finance are hereby authorized and directed to prepare and execute the Bonds in the manner herein specified and, when duly executed, to deliver the Bonds to the Paying Agent for authentication.

 

The Bonds shall have endorsed thereon a certificate of authentication substantially in the form set forth in Exhibit A attached hereto, which shall be manually executed by an authorized officer or employee of the Paying Agent, but it shall not be necessary that the same officer or employee sign the certificate of authentication on all of the Bonds that may be issued hereunder at any one time. No Bond shall be entitled to any security or benefit under this Ordinance or be valid or obligatory for any purpose unless and until such certificate of authentication has been duly executed by the Paying Agent. Such executed certificate of authentication upon any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Ordinance. Upon authentication, the Paying Agent shall deliver the Bonds to the Purchaser upon payment of the purchase price for the Bonds to the City.

 

Section 207. Mutilated, Destroyed, Lost and Stolen Bonds. If (a) any mutilated Bond is surrendered to the Paying Agent or the Paying Agent receives evidence to its satisfaction of the destruction, loss or theft of any Bond, and (b) there is delivered to the City and the Paying Agent such security or indemnity as may be required by the Paying Agent, then, in the absence of notice to the City or the Paying Agent that such Bond has been acquired by a bona fide purchaser, the City shall execute and, upon the City's request, the Paying Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a new Bond of the same Stated Maturity and of like tenor and principal amount.

 

If any such mutilated, destroyed, lost or stolen Bond has become or is about to become due and payable, the City, in its discretion, may pay such Bond instead of issuing a new Bond.

 

Upon the issuance of any new Bond under this Section, the City may require the payment by the Registered Owner of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Paying Agent) connected therewith.

 

Every new Bond issued pursuant to this Section shall constitute a replacement of the prior obligation of the City, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds.

 

Section 208. Cancellation and Destruction of Bonds Upon Payment. All Bonds that have been paid or redeemed or that otherwise have been surrendered to the Paying Agent, either at or before Maturity, shall be cancelled by the Paying Agent immediately upon the payment, redemption and surrender thereof to the Paying Agent and subsequently destroyed in accordance with the customary practices of the Paying Agent. The Paying Agent shall execute a certificate in duplicate describing the Bonds so cancelled and destroyed and shall file an executed counterpart of such certificate with the City.

 

Section 209. Preliminary and Final Official Statement. The Preliminary Official Statement dated June 19, 1997, is hereby ratified and approved, and the final Official Statement is hereby authorized and approved by supplementing, amending and completing the Preliminary Official Statement, with such changes and additions thereto as are necessary to conform to and describe the transaction. The Director of Finance is hereby authorized to execute the final Official Statement as so supplemented, amended and completed, and the use and public distribution of the final Official Statement by the Purchaser in connection with the reoffering of the Bonds is hereby authorized. The proper officials of the City are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds.

 

For the purpose of enabling the Purchaser to comply with the requirements of Rule 15c2-12(b)(1) of the Securities and Exchange Commission, the City hereby deems the information regarding the City contained in the Preliminary Official Statement to be "final" as of its date, except for the omission of such information as is permitted by Rule 15c2-12(b)(1), and the appropriate officers of the City are hereby authorized, if requested, to provide the Purchaser a letter or certification to such effect and to take such other actions or execute such other documents as such officers in their reasonable judgment deem necessary to enable the Purchaser to comply with the requirement of such Rule.

 

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

 

Section 210. Book-Entry Bonds; Securities Depository.

 

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

 

(b) (1) If the City determines (A) that the Securities Depository is unable to properly discharge its responsibilities, or (B) that the Securities Depository is no longer qualified to act as a securities depository and registered clearing agency under the Securities and Exchange Act of 1934, as amended, or (C) that the continuation of a book-entry system to the exclusion of any Bonds being issued to any Owner other than Cede & Co. is no longer in the best interests of the beneficial owners of the Bonds, or (2) if the Paying Agent receives written notice from Participants having interests in not less than 50% of the Bonds Outstanding, as shown on the records of the Securities Depository (and certified to such effect by the Securities Depository), that the continuation of a book-entry system to the exclusion of any Bonds being issued to any Owner other than Cede & Co. is no longer in the best interests of the beneficial owners of the Bonds, then the Paying Agent shall notify the Owners of such determination or such notice and of the availability of certificates to Owners requesting the same, and the Paying Agent shall register in the name of and authenticate and deliver Replacement Bonds to the beneficial owners or their nominees in principal amounts representing the interest of each, making such adjustments as it may find necessary or appropriate as to accrued interest and previous calls for redemption; provided, that in the case of a determination under (1)(A) or (1)(B) of this subsection (b), the City, with the consent of the Paying Agent, may select a successor securities depository in accordance with Section 210(c) hereof to effect book-entry transfers. In such event, all references to the Securities Depository herein shall relate to the period of time when the Securities Depository has possession of at least one Bond. Upon the issuance of Replacement Bonds, all references herein to obligations imposed upon or to be performed by the Securities Depository shall be deemed to be imposed upon and performed by the Paying Agent, to the extent applicable with respect to such Replacement Bonds. If the Securities Depository resigns and the City, the Paying Agent or Owners are unable to locate a qualified successor of the Securities Depository in accordance with Section 210(c) hereof, then the Paying Agent shall authenticate and cause delivery of Replacement Bonds to Owners, as provided herein. The Paying Agent may rely on information from the Securities Depository and its Participants as to the names of the beneficial owners of the Bonds. The cost of printing, registration, authentication and delivery of Replacement Bonds shall be paid for by the City.

 

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

 

 

ARTICLE III

REDEMPTION OF BONDS

 

Section 301. Optional and Mandatory Redemption of Bonds.

 

(a) Optional Redemption by City. At the option of the City, Bonds or portions thereof maturing on February 1, 2008, and thereafter may be called for redemption and payment prior to their Stated Maturity on February 1, 2007, and thereafter in whole at any time or in part on any Interest Payment Date in such amounts for each Stated Maturity as shall be determined by the City at the Redemption Prices set forth below, expressed as percentages of principal amount, plus accrued interest thereon to the Redemption Date:

 

Redemption Dates Redemption Prices

 

February 1, 2007 to January 31, 2008 101% February 1, 2008 to January 31, 2009 100 % February 1, 2009 and thereafter 100%

 

 

(b) Mandatory Redemption. In the event term Bonds are issued as provided in Section 202, such Bonds shall be subject to mandatory redemption and payment prior to their Stated Maturity pursuant to the mandatory redemption requirements of this Section on the dates of the Stated Maturities for serial Bonds set forth in Section 202 (except the year 2017) at the principal amount thereof plus accrued interest to the Redemption Date, without premium. The taxes levied in Article IV which are to be deposited in the Debt Service Fund shall be sufficient to redeem any Bonds, and the City shall redeem on such dates the principal amounts set forth in Section 202 and the remaining $3,175,000.00 principal amount of Bonds maturing on February 1, 2017, shall be paid at their Stated Maturity.

 

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

 

Section 302. Selection of Bonds to be Redeemed.

 

(a) The Paying Agent shall call Bonds for redemption and payment and shall give notice of such redemption as herein provided upon receipt by the Paying Agent at least 45 days prior to the Redemption Date of written instructions from the City specifying the principal amount, Stated Maturities, Redemption Date and Redemption Prices of the Bonds to be called for redemption. If the Bonds are refunded more than 90 days in advance of such Redemption Date, any escrow agreement entered into by the City in connection with such refunding shall provide that such written instructions to the Paying Agent shall be given by the escrow agent on behalf of the City not more than 90 days prior to the Redemption Date. The Paying Agent may in its discretion waive such notice period so long as the notice requirements set forth in Section 303 are met. The foregoing provisions of this paragraph shall not apply to any mandatory redemption of Bonds hereunder, and Bonds shall be called by the Paying Agent for redemption pursuant to such mandatory redemption requirements without the necessity of any action by the City and whether or not the Paying Agent shall hold in the Debt Service Fund moneys available and sufficient to effect the required redemption.

 

(b) Bonds shall be redeemed only in the principal amount of $5,000.00 or any integral multiple thereof. Bonds of less than a full Stated Maturity shall be selected by the Paying Agent in $5,000 units of principal amount in such equitable manner as the Paying Agent may determine.

 

(c) In the case of a partial redemption of Bonds at the time outstanding in denominations greater than $5,000.00, 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 Registered Owner of such Bond or the Registered Owner's duly authorized agent shall present and surrender such Bond to the Paying Agent (1) for payment of the Redemption Price and interest to the Redemption Date of such $5,000.00 unit or units of face value called for redemption, and (2) for exchange, without charge to the Registered Owner thereof, for a new Bond or Bonds of the aggregate principal amount of the unredeemed portion of the principal amount of such Bond. If the Registered Owner of any such Bond fails to present such Bond to the Paying Agent for payment and exchange as aforesaid, such Bond shall, nevertheless, become due and payable on the redemption date to the extent of the $5,000.00 unit or units of face value called for redemption (and to that extent only).

 

Section 303. Notice and Effect of Call for Redemption. Unless waived by any Registered Owner of Bonds to be redeemed, official notice of any redemption shall be given by the Paying Agent on behalf of the City by mailing a copy of an official redemption notice by first class mail at least 30 days prior to the Redemption Date to the State Auditor of Missouri, the Purchaser of the Bonds and each Registered Owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register.

 

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

 

(a) the Redemption Date;

 

(b) the Redemption Price;

 

(c) if less than all Outstanding Bonds of a maturity are to be redeemed, the

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

 

(d) a statement that on the Redemption Date the Redemption Price will become

due and payable upon each such Bond or portion thereof called for redemption and that interest thereon shall cease to accrue from and after the Redemption Date; and

 

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

Redemption Price, which shall be the principal payment office of the Paying Agent.

 

The failure of any Registered Owner to receive notice given as heretofore provided or any defect therein shall not invalidate any redemption.

 

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

 

Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall become due and payable on the Redemption Date, at the Redemption Price therein specified, and from and after the Redemption Date (unless 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 Registered Owner a new Bond or Bonds of the same Stated Maturity in the amount of the unpaid principal as provided herein. All Bonds that have been surrendered for redemption shall be cancelled and destroyed by the Paying Agent as provided herein and shall not be reissued.

 

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

 

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

 

 

ARTICLE IV

SECURITY FOR AND PAYMENT OF BONDS

 

Section 401. Security for the Bonds. The Bonds shall be general obligations of the City payable as to both principal and interest from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the City. The full faith, credit and resources of the City are hereby irrevocably pledged for the prompt payment of the principal of and interest on the Bonds as the same become due.

 

Section 402. Levy and Collection of Annual Tax. For the purpose of providing for the payment of the principal of and interest on the Bonds as the same become due, there is hereby levied upon all of the taxable tangible property within the City a direct annual tax sufficient to produce the amounts necessary for the payment of such principal and interest as the same becomes due and payable in each year.

 

The taxes referred to above shall, to the extent that other funds of the City are not available and earmarked for the purpose of paying the principal of and interest on the Bonds, be extended upon the tax rolls in each of the several years, respectively, and shall be levied and collected at the same time and in the same manner as the other ad valorem taxes of the City are levied and collected. The proceeds derived from said taxes shall be deposited in the Debt Service Fund, shall be kept separate and apart from all other funds of the City and shall be used solely for the payment of the principal of and interest on the Bonds as and when the same become due, taking into account any scheduled mandatory redemptions, and the fees and expenses of the Paying Agent.

 

If at any time said taxes are not collected in time to pay the principal of or interest on the Bonds when due, the Director of Finance is hereby authorized and directed to pay said principal or interest out of the general funds of the City and to reimburse said general funds for money so expended when said taxes are collected.

 

 

ARTICLE V

ESTABLISHMENT OF FUNDS; DEPOSIT AND APPLICATION OF MONEYS

 

Section 501. Establishment of Funds. There have been or shall be established in the treasury of the City and shall be held and administered by the Director of Finance of the City the following separate funds and account:

 

(a) Series 1997B Streetlight Project Fund (the "Streetlight Project Fund").

 

(b) Series 1997B Debt Service Fund (the "Debt Service Fund").

 

(c) Rebate Fund.

 

Section 502. 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 and premium, if any, received from the sale of the Bonds

shall be deposited in the Debt Service Fund and applied in accordance with Section 504.

 

(b) The remaining balance of the proceeds derived from the sale of the Bonds

shall be deposited in the Streetlight Project Fund and shall be applied in accordance with Section 503 hereof.

 

Section 503. Application of Moneys in the Streetlight Project Fund. Moneys in the Streetlight Project Fund shall be used by the City solely and for the purpose of (a) paying costs of the Streetlight Project for which the Bonds have been voted and authorized, as hereinbefore provided; and (b) paying the costs and expenses of issuing the Bonds.

 

Withdrawals of moneys from the Streetlight Project Fund shall be made only upon a requisition certificate executed by the City's Director of Public Works certifying 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. Nothing hereinbefore contained shall prevent the payment out of the Streetlight Project Fund of all costs and expenses incident to the issuance of the Bonds without a certificate from the City's Director of Public Works.

 

Upon completion of the purpose for which the Bonds have been issued, any surplus remaining in the Streetlight Project Fund shall be transferred to and deposited in the Debt Service Fund and applied to the next installment of principal and/or interest due on the Bonds.

 

Section 504. Application of Moneys in Debt Service Fund. All amounts paid and credited to the Debt Service Fund shall be expended and used by the City for the sole purpose of paying the principal [or Redemption Price] of and interest on the Bonds as and when the same become due and the usual and customary fees and expenses of the Paying Agent. The Director of Finance is authorized and directed to withdraw from the Debt Service Fund sums sufficient to pay both principal [or Redemption Price] of and interest on the Bonds and the fees and expenses of the Paying Agent as and when the same become due, and to forward such sums to the Paying Agent in a manner which ensures that the Paying Agent will receive immediately available funds in such amounts on or before the business day immediately preceding the dates when such principal, interest and fees of the Paying Agent will become due. If, through the lapse of time or otherwise, the Registered Owners of Bonds are no longer entitled to enforce payment of the Bonds or the interest thereon, the Paying Agent shall return said funds to the City. All moneys deposited with the Paying Agent shall be deemed to be deposited in accordance with and subject to all of the provisions contained in this Ordinance and shall be held in trust by the Paying Agent for the benefit of the Registered Owners of the Bonds entitled to payment from such moneys.

 

Any moneys or investments remaining in the Debt Service Fund after the retirement of the indebtedness for which the Bonds were issued and all other indebtedness of the City shall be transferred and paid into the general fund of the City.

 

Section 505. Deposits and Investment of Moneys. Moneys in each of the funds created by and referred to in this Ordinance shall be deposited in a bank or banks or other legally permitted financial institutions located in the State of Missouri that are members of the Federal Deposit Insurance Corporation. All such deposits shall be continuously and adequately secured by the banks or financial institutions holding such deposits as provided by the laws of the State of Missouri. All moneys held in the funds created by this Ordinance shall be kept separate and apart from all other funds of the City so that there shall be no commingling of such funds with any other funds of the City.

 

Moneys held in any fund referred to in this Ordinance may be invested in accordance with this Ordinance and the Arbitrage Instructions in Permitted Investments; provided, however, that no such investment shall be made for a period extending longer than to the date when the moneys invested may be needed for the purpose for which such fund was created. Earnings on any investments held in the Streetlight Project Fund shall be transferred to and deposited in the Debt Service Fund. Earnings on any investments held in any other fund shall accrue to and become a part of such fund.

 

Section 506. Nonpresentment of Bonds. If any Bond is not presented for payment when the principal thereof becomes due at Maturity, if funds sufficient to pay such Bond have been made available to the Paying Agent all liability of the City to the Registered Owner thereof for the payment of such Bond shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the Registered Owner of such Bond, who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Ordinance or on, or with respect to, said Bond. If any Bond is not presented for payment within six years following the date when such Bond becomes due at Maturity, the Paying Agent shall repay to the City the funds theretofore held by it for payment of such Bond, and such Bond shall, subject to the defense of any applicable statute of limitation, thereafter be an unsecured obligation of the City, and the Registered Owner thereof shall be entitled to look only to the City for payment, and then only to the extent of the amount so repaid to it by the Paying Agent, and the City shall not be liable for any interest thereon and shall not be regarded as a trustee of such money.

 

Section 507. Application of Moneys in the Rebate Fund.

 

(a) There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Arbitrage Instructions. All money in the Rebate Fund shall be held in trust, to the extent required to satisfy the Rebate Amount (as defined in the Arbitrage Instructions), for payment to the United States of America, and neither the City nor the Registered Owner of any Bond shall have any rights in or claim to such money. All amounts deposited into or on deposit in the Rebate Fund shall be governed by this Section and the Arbitrage Instructions.

 

(b) The City shall periodically determine the rebatable arbitrage under Section 148(f) of the Code in accordance with the Arbitrage Instructions, and the City shall make payments to the United States of America at the times and in the amounts determined under the Arbitrage Instructions. Any moneys remaining in the Rebate Fund after redemption and payment of all of the Bonds and the interest thereon and payment and satisfaction of any Rebate Amount, or provision made therefor, shall be released to the City.

 

(c) Notwithstanding any other provision of this Ordinance, including in particular Article VII, the obligation to pay rebatable arbitrage to the United States and to comply with all other requirements of this Section and the Arbitrage Instructions shall survive the defeasance or payment in full of the Bonds.

 

 

ARTICLE VI

REMEDIES

 

Section 601. Remedies. The provisions of this Ordinance, including the covenants and agreements herein contained, shall constitute a contract between the City and the Registered Owners of the Bonds, and the Registered Owner or Owners of not less than 10% in principal amount of the Bonds at the time Outstanding shall have the right for the equal benefit and protection of all Registered Owners of Bonds similarly situated:

 

(a) by mandamus or other suit, action or proceedings at law or in equity to

enforce the rights of such Registered Owner or Owners against the City and its officers, agents and employees, and to require and compel duties and obligations required by the provisions of this Ordinance excluding Section 806 or by the constitution and laws of the State of Missouri;

 

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

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

 

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

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

 

Section 602. Limitation on Rights of Bondowners. The covenants and agreements of the City contained herein and in the Bonds shall be for the equal benefit, protection and security of the legal owners of any or all of the Bonds. All of the Bonds shall be of equal rank and without preference or priority of one Bond over any other Bond in the application of the funds herein pledged to the payment of the principal of and the interest on the Bonds, or otherwise, except as to rate of interest, or date of Maturity or right of prior redemption as provided in this Ordinance. No one or more Bondowners secured hereby shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security granted and provided for herein, or to enforce any right hereunder, except in the manner herein provided, and all proceedings at law or in equity shall be instituted, had and maintained for the equal benefit of all Registered Owners of such Outstanding Bonds.

 

Section 603. Remedies Cumulative. No remedy conferred herein upon the Bondowners is intended to be exclusive of any other remedy, but each such remedy shall be cumulative and in addition to every other remedy and may be exercised without exhausting and without regard to any other remedy conferred herein. No waiver of any default or breach of duty or contract by the Registered Owner of any Bond shall extend to or affect any subsequent default or breach of duty or contract or shall impair any rights or remedies consequent thereon. No delay or omission of any Bondowner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein. Every substantive right and every remedy conferred upon the Registered Owners of the Bonds by this Ordinance may be enforced and exercised from time to time and as often as may be deemed expedient. If any suit, action or proceedings taken by any Bondowner on account of any default or to enforce any right or exercise any remedy has been discontinued or abandoned for any reason, or has been determined adversely to such Bondowner, then, and in every such case, the City and the Registered Owners of the Bonds shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies, powers and duties of the Bondowners shall continue as if no such suit, action or other proceedings had been brought or taken.

 

 

ARTICLE VII

DEFEASANCE

 

Section 701. Defeasance. When any or all of the Bonds or scheduled interest payments thereon have been paid and discharged, then the requirements contained in this Ordinance and the pledge of the City's faith and credit hereunder and all other rights granted hereby shall terminate with respect to the Bonds or scheduled interest payments thereon so paid and discharged. Bonds or scheduled interest payments thereon shall be deemed to have been paid and discharged within the meaning of this Ordinance if there has been deposited with the Paying Agent, or other commercial bank or trust company located in the State of Missouri and having full trust powers, at or prior to the Stated Maturity or Redemption Date of said Bonds or the interest payments thereon, in trust for and irrevocably appropriated thereto, moneys and/or Defeasance Obligations which, together with the interest to be earned thereon, will be sufficient for the payment of the principal or Redemption Price of said Bonds and/or interest to accrue on such Bonds to the Stated Maturity or Redemption Date, or if default in such payment has occurred on such date, then to the date of the tender of such payments; provided, however, that if any such Bonds are to be redeemed prior to their Stated Maturity, (1) the City shall have elected to redeem such Bonds, and (2) either notice of such redemption shall have been given, or the City shall have given irrevocable instructions, or shall have provided for an escrow agent to give irrevocable instructions, to the Paying Agent to redeem such Bonds in compliance with Section 302(a) of this Ordinance. Any moneys and Defeasance Obligations that at any time shall be deposited with the Paying Agent or other commercial bank or trust company by or on behalf of the City, for the purpose of paying and discharging any of the Bonds or the interest payments thereon, shall be and are hereby assigned, transferred and set over to the Paying Agent or other bank or trust company in trust for the respective Registered Owners of such Bonds, and such moneys shall be and are hereby irrevocably appropriated to the payment and discharge thereof. All moneys and Defeasance Obligations deposited with the Paying Agent or other bank or trust company shall be deemed to be deposited in accordance with and subject to all of the provisions of this Ordinance.

 

ARTICLE VIII

MISCELLANEOUS PROVISIONS

 

Section 801. Tax Covenants.

 

(a) The City covenants and agrees that (1) it will comply with all applicable provisions of the Code, including Sections 103 and 141 through 150, necessary to maintain the exclusion from federal gross income of the interest on the Bonds and (2) it will not use or permit the use of any proceeds of Bonds or any other funds of the City, nor take or permit any other action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from federal gross income of the interest on the Bonds. The City will also pass such other ordinances or resolutions and take such other actions as may be necessary to comply with the Code and with all other applicable future law in order to ensure that the interest on the Bonds will remain excluded from federal gross income, to the extent any such actions can be taken by the City.

 

(b) The City covenants and agrees that (1) it will use the proceeds of the Bonds as soon as practicable for the purposes for which the Bonds are issued, and (2) it will not invest or directly or indirectly use or permit the use of any proceeds of the Bonds or any other funds of the City in any manner, or take or omit to take any action, that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148(a) of the Code.

 

(c) The City covenants that it will pay or provide for the payment from time to time of all rebatable arbitrage to the United States pursuant to Section 148(f) of the Code and the Arbitrage Instructions. This covenant shall survive payment in full or defeasance of the Bonds. The Arbitrage Instructions may be amended or replaced if, in the opinion of Bond Counsel, such amendment or replacement will not adversely affect the exclusion from federal gross income of interest on the Bonds.

 

(d) The City covenants that it will not use any portion of the proceeds of the Bonds, including any investment income earned on such proceeds, directly or indirectly, in a manner that would cause any Bond to be a "private activity bond" within the meaning of Section 141 of the Code.

 

(e) The foregoing covenants shall remain in full force and effect notwithstanding the defeasance of the Bonds pursuant to Article VII or any other provision of this Ordinance, until the final Maturity of all Bonds Outstanding.

 

Section 802. Annual Audit. In accordance with the provisions of Section 85, Article IV, of the City's Charter, the Council will provide that an independent certified audit of the City's books and records will be made annually by certified public accountants, experienced and qualified in municipal and governmental accounting. Each such audit shall be detailed in scope and said accountants shall certify as to the correctness of the schedules contained in the audit report. All such schedules shall be incorporated in the annual financial report relating to the City's finances, required by Section 96, Article IV, of the City's Charter. A copy of each such annual report will be filed with the City Clerk and will be open for public inspection, and a copy will be forwarded promptly without cost to the manager of the underwriting group purchasing the Bonds.

 

Section 803. Amendments. The rights and duties of the City and the Bondowners, and the terms and provisions of the Bonds or of this Ordinance, may be amended or modified at any time in any respect by Ordinance of the City with the written consent of the Registered Owners of not less than a majority in principal amount of the Bonds then Outstanding, such consent to be evidenced by an instrument or instruments executed by such Registered Owners and duly acknowledged or proved in the manner of a deed to be recorded, and such instrument or instruments shall be filed with the City Clerk, but no such modification or alteration shall:

 

(a) extend the maturity of any payment of principal or interest due upon any

Bond;

 

(b) effect a reduction in the amount which the City is required to pay as principal

of or interest on any Bond;

 

(c) permit preference or priority of any Bond over any other Bond; or

 

(d) reduce the percentage in principal amount of Bonds required for the written

consent to any modification or alteration of the provisions of this Ordinance.

 

Any provision of the Bonds or of this Ordinance may, however, be amended or modified by Ordinance duly adopted by the governing body of the City at any time in any legal respect with the written consent of the Registered Owners of all of the Bonds at the time Outstanding.

 

Without notice to or the consent of any Bondowners, the City may amend or supplement this Ordinance for the purpose of curing any formal defect, omission, inconsistency or ambiguity therein or in connection with any other change therein which is not materially adverse to the interests of the Bondowners.

 

Every amendment or modification of the provisions of the Bonds or of this Ordinance, to which the written consent of the Bondowners is given, as above provided, shall be expressed in an ordinance adopted by the governing body of the City amending or supplementing the provisions of this Ordinance and shall be deemed to be a part of this Ordinance. A certified copy of every such amendatory or supplemental Ordinance, if any, and a certified copy of this Ordinance shall always be kept on file in the office of the City Clerk, and shall be made available for inspection by the Registered Owner of any Bond or a prospective purchaser or owner of any Bond authorized by this Ordinance, and upon payment of the reasonable cost of preparing the same, a certified copy of any such amendatory or supplemental Ordinance or of this Ordinance will be sent by the City Clerk to any such Bondowner or prospective Bondowner.

 

Any and all modifications made in the manner hereinabove provided shall not become effective until there has been filed with the City Clerk a copy of the Ordinance of the City hereinabove provided for, duly certified, as well as proof of any required consent to such modification by the Registered Owners of the Bonds then Outstanding. It shall not be necessary to note on any of the Outstanding Bonds any reference to such amendment or modification.

 

The City shall furnish to the Paying Agent a copy of any amendment to the Bonds or this Ordinance which affects the duties or obligations of the Paying Agent under this Ordinance.

 

Section 804. Notices, Consents and Other Instruments by Bondowners. Any notice, consent, request, direction, approval or other instrument to be signed and executed by the Bondowners may be in any number of concurrent writings of similar tenor and may be signed or executed by such Bondowners in person or by agent appointed in writing. Proof of the execution of any such instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Ordinance, and shall be conclusive in favor of the City and the Paying Agent with regard to any action taken, suffered or omitted under any such instrument, namely:

 

(a) The fact and date of the execution by any person of any such instrument may

be proved by a certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the person signing such instrument acknowledged before such officer the execution thereof, or by affidavit of any witness to such execution.

 

(b) The fact of ownership of Bonds, the amount or amounts, numbers and other

identification of Bonds, and the date of holding the same shall be proved by the Bond Register.

 

In determining whether the Registered Owners of the requisite principal amount of Bonds Outstanding have given any request, demand, authorization, direction, notice, consent or waiver under this Ordinance, Bonds owned by the City shall be disregarded and deemed not to be Outstanding under this Ordinance, except that, in determining whether the Bondowners shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Bonds which the Bondowners know to be so owned shall be so disregarded. Notwithstanding the foregoing, Bonds so owned which have been pledged in good faith shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Bondowners the pledgee's right so to act with respect to such Bonds and that the pledgee is not the City.

 

Section 805. Further Authority. The officers of the City, including the Mayor and City Clerk, are hereby authorized and directed to execute all documents and take such actions as they may deem necessary or advisable in order to carry out and perform the purposes of this Ordinance and to make ministerial alterations, changes or additions in the foregoing agreements, statements, instruments and other documents herein approved, authorized and confirmed which they may approve, and the execution or taking of such action shall be conclusive evidence of such necessity or advisability.

 

Section 806. Continuing Disclosure. The City covenants and agrees to enter into a Continuing Disclosure 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 attached hereto as Exhibit B, with such changes therein as she deems necessary or desirable.

 

Section 807. Severability. If any section or other part of this Ordinance, whether large or small, is for any reason held invalid, the invalidity thereof shall not affect the validity of the other provisions of this Ordinance.

 

Section 808. Governing Law. This Ordinance shall be governed exclusively by and construed in accordance with the applicable laws of the State of Missouri.

 

Section 809. Effective Date. This Ordinance shall take effect and be in full force ten (10) days after its passage.

 

__________________________________________________________________

 

Approved as to form and legality:

 

 

 

_________________________________________

Assistant City Attorney

 

EXHIBIT A TO ORDINANCE

 

FORM OF BOND

 

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

 

UNITED STATES OF AMERICA

STATE OF MISSOURI

 

Registered Registered No. ______ $_______

 

THE CITY OF KANSAS CITY, MISSOURI

 

GENERAL OBLIGATION BOND

(STREETLIGHT PROJECT)

SERIES 1997B

 

Interest Rate Maturity Date Dated Date CUSIP Number

 

July 15, 1997

 

REGISTERED OWNER: CEDE & CO.

 

PRINCIPAL AMOUNT: DOLLARS

 

THE CITY OF KANSAS CITY, MISSOURI, for value received, hereby acknowledges itself to be indebted and promises to pay to the Registered Owner shown above, or registered assigns, the Principal Amount shown above on the Maturity Date shown above, unless called for redemption prior to said Maturity Date, and to pay interest thereon at the Interest Rate per annum shown above (computed on the basis of a 360-day year of twelve 30-day months) from the Dated Date shown above or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on February 1 and August 1 in each year, beginning on February 1, 1998, until said Principal Amount has been paid.

 

The Principal Amount or Redemption Price of this Bond shall be paid at Maturity or upon earlier redemption by check or draft to the Person in whose name this Bond is registered at the Maturity or Redemption Date thereof, upon presentation and surrender of this Bond at the payment office of STATE STREET BANK AND TRUST COMPANY OF MISSOURI, N.A., in the City of St. Louis, Missouri (the "Paying Agent"). The interest payable on this Bond on any Interest Payment Date shall be paid to the Person in whose name this Bond is registered on the Bond Register maintained by the Paying Agent at the close of business on the Record Date for such interest by check or draft mailed by the Paying Agent to the address of such Registered Owner shown on the Bond Register or, in the case of an interest payment to any Registered Owner of $500,000 or more in aggregate principal amount of Bonds, by electronic transfer to such Registered Owner upon written notice given to the Paying Agent by such Owner not less than 15 days prior to the Record Date for such interest, containing the electronic transfer instructions including the bank (which shall be in the continental United States), ABA routing number and account number to which such Registered Owner wishes to have such transfer directed.

 

This Bond is one of an authorized series of bonds of the City designated "General Obligation Bonds (Streetlight Project), Series 1997B," aggregating the principal amount of $40,000,000 (the "Bonds"), issued by the City for the purpose of paying part of the cost of purchasing from Kansas City Power & Light Company an existing street lighting system and for construction of an upgraded and expanded street lighting system, under the authority of and in full compliance with the Constitution and laws of the State of Missouri, and pursuant to an election duly held in the City and an Ordinance duly passed (the "Ordinance") and proceedings duly and legally had by the Council of the City. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Ordinance.

 

At the option of the City, Bonds or portions thereof maturing on February 1, 2008, and thereafter may be redeemed and paid prior to maturity on February 1, 2007, and thereafter in whole at any time or in part on any Interest Payment Date in such amounts for each maturity as shall be determined by the City (Bonds of less than a full maturity to be selected in multiples of $5,000 principal amount in such equitable manner as the Paying Agent shall designate) at the Redemption Prices set forth below, expressed as percentages of principal amount, plus accrued interest thereon to the Redemption Date:

 

Redemption Dates Redemption Prices

 

February 1, 2007 to January 31, 2008 101% February 1, 2008 to January 31, 2009 100 % February 1, 2009 and thereafter 100%

 

**Bonds maturing on February 1, 2017, are subject to mandatory redemption and payment prior to maturity pursuant to the mandatory redemption requirements of the Ordinance on February 1, _____, and on each February 1 thereafter prior to maturity, at a redemption price equal to 100% of the Principal Amount thereof plus accrued interest to the Redemption Date.**

 

Notice of redemption, unless waived, is to be given by the Paying Agent by mailing an official redemption notice by first class mail at least 30 days prior to the Redemption Date to the State Auditor of Missouri, the original purchaser of the Bonds and to each Registered Owner of each of the Bonds to be redeemed at the address shown on the Bond Register maintained by the Paying Agent. Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the City defaults in the payment of the Redemption Price) such Bonds or portions of Bonds shall cease to bear interest.

 

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

 

The Bonds constitute general obligations of the City payable as to both principal and interest from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the City. The full faith, credit and resources of the City are irrevocably pledged for the prompt payment of the principal of and interest on the Bonds as the same become due.

 

This Bond may be transferred or exchanged, as provided in the Ordinance, only on the Bond Register kept for that purpose at the principal payment office of the Paying Agent, upon surrender of this Bond together with a written instrument of transfer or authorization for exchange satisfactory to the Paying Agent duly executed by the Registered Owner or the Registered Owner's duly authorized agent, and thereupon a new Bond or Bonds in any authorized denomination having the same Maturity Date and in the same aggregate principal amount shall be issued to the transferee in exchange therefor as provided in the Ordinance and upon payment of the charges therein prescribed. The City and the Paying Agent may deem and treat the person in whose name this Bond is registered on the Bond Register as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or Redemption Price hereof and interest due hereon and for all other purposes.

 

This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Ordinance until the Certificate of Authentication hereon has been executed by the Paying Agent.

 

IT IS HEREBY CERTIFIED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of the Bonds have existed, happened and been performed in due time, form and manner as required by law; that a direct annual tax upon all taxable tangible property situated in the City has been levied for the purpose of paying the principal of and interest on the Bonds when due; and that the total indebtedness of the City, including this Bond and the series of which it is one, does not exceed any constitutional or statutory limitation.

 

IN WITNESS WHEREOF, THE CITY OF KANSAS CITY, MISSOURI, has caused this Bond to be executed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk and countersigned by the manual or facsimile signature of its Director of Finance and its official seal to be affixed or imprinted hereon.

 

CERTIFICATE OF AUTHENTICATION THE CITY OF KANSAS CITY, MISSOURI

 

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

 

By: __________________________________

Mayor

Registration Date: _______________________ (SEAL)

STATE STREET BANK AND TRUST COMPANY OF MISSOURI, N.A., Paying Agent ATTEST:

 

 

By _______________________________ _______________________________________ Authorized Officer or Signatory City Clerk

 

COUNTERSIGNED:

 

_______________________________________

Director of Finance

 

ASSIGNMENT

 

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

 

________________________________________________________________________________ Print or Type Name, Address and Social Security Number or other Taxpayer Identification Number of Transferee the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ________________________________ agent to transfer the within Bond on the Bond Register kept by the Paying Agent for the registration thereof, with full power of substitution in the premises.

 

Dated: _______________________ ______________________________________ NOTICE: The signature to this assignment

must correspond with the name of the Regis-

tered Owner as it appears upon the face of the

within Bond in every particular.

 

Signature Guaranteed By:

 

______________________________________

(Name of Eligible Guarantor Institution as

defined by SEC Rule 17 Ad-15 (17 CFR

240.17 Ad-15))

 

By __________________________________

Title:

 

 

LEGAL OPINION

 

The following is a true and correct copy of the approving legal opinions of Gilmore & Bell, P.C. and the Hardwick Law Firm, LLC, Co-Bond Counsel, which were dated and issued as of the date of original issuance and delivery of the Bonds:

 

(LEGAL OPINIONS OF CO-BOND COUNSEL)

 

 

EXHIBIT B TO ORDINANCE

 

FORM OF DISCLOSURE AGREEMENT

 

$40,000,000

CITY OF KANSAS CITY, MISSOURI

GENERAL OBLIGATION BONDS

(STREETLIGHT PROJECT), SERIES 1997B

 

CONTINUING DISCLOSURE AGREEMENT

 

This Continuing Disclosure Agreement (the "Disclosure Agreement") is executed and

delivered by the City of Kansas City, Missouri (the "City"), in connection with the issuance of $40,000,000 principal amount of General Obligation Bonds (Streetlight Project), Series 1997B (the "Bonds"). The Bonds are being issued pursuant to Ordinance Nos. _________ and __________ (collectively, the "Ordinance"). The City covenants and agrees as follows:

 

In order to permit the Underwriters to comply with the provisions of Rule 15c2-12 of the

Securities and Exchange Commission, as amended, in connection with the public offering of the Bonds, the City, in consideration of the mutual covenants herein contained and other good and lawful consideration, hereby agrees, for the sole and exclusive benefit of holders and Beneficial Owners of the Bonds, as follows:

 

Section 1. Definitions. Capitalized terms used but not defined herein as follows shall have

the meaning ascribed to them in the Ordinance.

 

"Annual Financial Information" shall mean the information specified in Section 3 hereof.

 

"Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly,

to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as owner of any Bonds for federal income tax purposes.

 

"Bonds" shall mean the General Obligation Bonds (Streetlight Project), Series 1997B, of the

City.

 

"City" shall mean the City of Kansas City, Missouri, a municipality of the State of Missouri

constituting a political subdivision, and any successor thereto.

"GAAP" shall mean generally accepted accounting principles as prescribed from time to time

for governmental units by the Governmental Accounting Standards Board.

 

"GAAS" shall mean generally accepted auditing standards as in effect from time to time in

the United States.

 

"MSRB" shall mean the Municipal Securities Rulemaking Board established in accordance

with the provisions of Section 15B(b)(1) of the Securities Exchange Act of 1934, as amended.

 

"Obligated Person" shall mean the person (including an issuer of separate securities) that is

committed by contract or other arrangements structured to support payment of all or part of the obligations under the municipal securities.

 

"Official Statement" shall mean the Official Statement relating to the Bonds dated _______,

1997.

 

"Ordinance" shall mean the respective Ordinance of the City authorizing the Bonds, as

originally executed or as it may be supplemented or amended from time to time.

 

"Repository" shall mean each nationally recognized municipal securities repository within

the meaning of Rule 15c2-12.

 

"Rule 15c2-12" shall mean Rule 15c2-12 promulgated under the Securities Exchange Act

of 1934, as amended and as in effect on the date of this Disclosure Agreement, including any official interpretations thereof issued either before or after the effective date of this Disclosure Agreement which are applicable to this Disclosure Agreement.

 

"State Depository" shall mean the state information depository for the State of Missouri, if

and to the extent it has been established and is in existence and operating as a state information depository within the meaning of Rule 15c2-12.

 

"Underwriters" shall mean ____________________, as representative of the Underwriters.

 

Section 2. Obligations to Provide Continuing Disclosure.

 

(i) Obligations of the City.

 

(a) The City hereby undertakes, for the benefit of holders and Beneficial Owners

of the Bonds, to provide, no later than 180 days after the end of each of its fiscal years,

commencing with the fiscal year ending April 30, 1997, to each Repository and to the State

Depository, if any, the Annual Information relating to such fiscal year.

 

(b) The City hereby undertakes, for the benefit of the holders and Beneficial

Owners of the Bonds, to provide, no later than 180 days after the end of each of its fiscal

years, commencing with the fiscal year ending April 30, 1997, audited financial statements

to each Repository and to the State Depository, if any, provided, however, that if audited

financial statements are not then available, unaudited financial statements shall be provided

no later than 180 days after the end of each of its fiscal years and the audited financial

statements shall be delivered to each Repository and to the State Depository if and when they

become available.

 

(c) The Paying Agent, if other than an officer of the City, shall notify the City of

the occurrence of any of the eleven events with respect to the Bonds listed in Section

2(i)(d)(1) through (11) hereof, if material, promptly upon becoming aware of the occurrence

of any such event.

 

(d) The City hereby undertakes, for the benefit of the holders and Beneficial

Owners of the Bonds, to provide to each Repository or to the MSRB, and to the State

Depository, if any, in a timely manner, notice of any of the following eleven events with

respect to the Bonds, if material:

 

(1) Principal and interest payment delinquencies;

 

(2) Non-payment related defaults;

(3) Unscheduled draws on debt service reserves reflecting financial

difficulties;

 

(4) Unscheduled draws on debt service reserves reflecting financial

difficulties;

 

(5) Substitution of credit or liquidity providers, or their failure to perform;

 

(6) Adverse tax opinions or events affecting the tax-exempt status of the

Bonds;

 

(7) Modifications to the rights of holders of the Bonds;

 

(8) Bond calls;

 

(9) Defeasance;

 

(10) Release, substitution, or sale of property securing repayment of the

securities; and

 

(11) Rating changes.

 

(e) The City shall also provide to the SID, if any, and to each NRMSIR or to the

MSRB, as promptly as practicable notice of any failure of the City to provide the NRMSIRs

and the SID, if any, the Annual Information or financial statements required by paragraphs

(a) and (b) of this Section 2(i) on or before the date specified.

 

(ii) Termination or Modification of Disclosure Obligation. The obligations of the City

hereunder may be terminated if the City is no longer an "obligated person" with respect to the Bonds within the meaning of Rule 15c2-12, as amended from time to time. Upon any such termination, the City shall provide written notice thereof to each Repository, the State Depository, if any, and the MSRB.

 

(iii) Other Information. Nothing herein shall be deemed to prevent the City from

disseminating any other information in addition to that required hereby in the manner set forth herein or in any other manner. If the City should disseminate any such additional information, the City shall have no obligation hereunder to update such information or include it in any future materials disseminated hereunder.

 

Section 3. Annual Information.

 

(i) Specified Information. The Annual Financial Information shall consist of the (a)

financial and operating data of the type included in Appendix A to the Official Statement under the heading "Audited General Purpose Financial Statements" and (b) the data of the type included in Appendix C to the Official Statement under the heading "Information Concerning the City of Kansas City."

 

(ii) Incorporation by Reference. All or any portion of the Annual Financial Information

of the City may be provided in the Annual Information by specific incorporation by reference to any other documents which have been filed with the Repositories, the State Depository, if any, the Securities and Exchange Commission and the MSRB.

 

(iii) Informational Categories. The requirements contained in this Agreement under

Section 3(i) are intended to set forth a general description of the type of financial information and operating data to be provided by the City, such descriptions are not intended to state more than general categories of financial information and operating data; and where the provisions of Section 3(i) call for information that no longer can be generated or is no longer relevant because the operations to which it related have been materially changed or discontinued, a statement to that effect shall be provided.

 

Section 4. Financial Statements.

 

The annual financial statements of the City for each fiscal year shall be prepared in

accordance with GAAP (unless applicable accounting principles are otherwise disclosed) and audited by an independent accounting firm in accordance with GAAS (but only if audited financial statements are otherwise available for such fiscal year). The annual financial statements may be provided by specific incorporation by reference to any other documents which have been filed with the Repositories, the State Depository, if any, the Securities and Exchange Commission and the MSRB.

 

Section 5. Remedies.

 

If the City should fail to comply with any provision of this Disclosure Agreement, then any

holder or Beneficial Owner of Bonds may enforce, for the equal benefit and protection of all the holders or Beneficial Owners of the Bonds similarly situated, by mandamus or other suit or proceeding at law or in equity, against such party and any of its officers, agents and employees, and may compel such party or any such officers, agents or employees to perform and carry out their duties under this Disclosure Agreement; provided that the sole and exclusive remedy for breach of this Disclosure Agreement shall be an action to compel specific performance of the obligations of such party hereunder, and no person or entity shall be entitled to recover monetary damages hereunder under any circumstances; and provided, further, that the rights of any holder or Beneficial Owner to challenge the adequacy of the information provided in accordance with Sections 2 and 3 hereunder are conditioned upon the provisions of the Ordinance with respect to the enforcement of remedies of holders upon the occurrence of an Event of Default under Section 26 thereof as though such provisions applied hereunder. Failure of any party to perform its obligations hereunder shall not constitute an Event of Default under the Ordinance or any agreement executed and delivered in connection with the issuance of the Bonds.

 

Section 6. Parties in Interest.

 

The provisions of this Disclosure Agreement shall inure solely to the benefit of holders and

Beneficial Owners from time to time of the Bonds, the City and the Trustee and shall create no rights in any other person or entity.

 

Section 7. Amendments.

 

(i) Without the consent of any of the holders or Beneficial Owners of the Bonds, the

City, and the Trustee, at any time and from time to time, may together enter into amendment or changes to this Disclosure Agreement for any purpose, if:

 

(a) the amendment is made in connection with a change in circumstances that arises from

a change in legal requirements, change in law, or change in the identity, nature, or status of the City or any type of business or affairs it conducts;

 

(b) the undertakings set forth herein, as amended, would, in the opinion of nationally

recognized bond counsel, have complied with the requirements of Rule 15c2-12 on the date hereof, after taking into account any amendments to, or interpretation by the staff of the Securities and Exchange Commission of, Rule 15c2-12, as well as any change in circumstances; and

 

(c) the amendment, in the opinion of nationally recognized bond counsel, does not materially impair the interests of the holders or Beneficial Owners of the Bonds.

 

(ii) Annual Information for any fiscal year containing any amended operating data or

financial information for such fiscal year shall explain, in narrative form, the reasons for such amendment and the impact of the change in the type of operating data or financial information in the Annual Information being provided for such fiscal year. If a change in accounting principles is included in any such amendment, such Annual Information shall present a comparison between the financial statements or information prepared on the basis of the amended accounting principles and those prepared on the basis of the former accounting principles. Such comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information. To the extent reasonably feasible such comparison shall also be quantitative. A notice of any such change in accounting principles shall be sent in a timely manner by the City to each Repository or to the MSRB, and to the State Depository, if any.

 

Section 8. Termination.

 

This Disclosure Agreement shall remain in full force and effect until such time as all

principal, redemption premiums, if any, and interest on the Bonds shall have been paid in full or the Bonds shall have otherwise been paid or legally defeased pursuant to the Ordinance; provided, however, that if Rule 15c2-12 (or successor provision) shall be amended, modified or changed so that all or any part of the information currently required to be provided thereunder shall no longer be required to be provided thereunder, then such information shall no longer be required to be provided hereunder; and provided, further, that if and to the extent Rule 15c2-12 (or successor provision), or any provision thereof, shall be declared by a court of competent and final jurisdiction to be, in whole or in part, invalid, unconstitutional, null and void, or otherwise inapplicable to the Bonds, then the information required to be provided hereunder, insofar as it was required to be provided by a provision of Rule 15c2-12 so declared, shall no longer be required to be provided hereunder. Upon any legal defeasance, the City shall provide notice of such defeasance to each Repository or to the MSRB, and the State Depository, and such notice shall state whether the Bonds have been defeased to maturity or to redemption and the timing of such maturity or redemption.

 

Section 9. Notices.

 

Any notices or communications to the City may be given as follows:

 

City of Kansas City, Missouri

414 E. 12th Street, 1st Floor

Kansas City, Missouri 64106

Attention: City Treasurer

Telephone: (816) 274-1317

Fax: (816) 274-1773

 

Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent.

 

Section 10. Governing Law.

 

THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF

MISSOURI DETERMINED WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW; PROVIDED, HOWEVER THAT TO THE EXTENT THIS AGREEMENT ADDRESSES MATTERS OF FEDERAL SECURITIES LAWS, INCLUDING RULE 15c2-12, THIS AGREEMENT SHALL BE GOVERNED BY SUCH FEDERAL SECURITIES LAWS AND OFFICIAL INTERPRETATIONS THEREOF.

 

Section 11. Counterparts.

 

This Disclosure Agreement may be executed in several counterparts, each of which shall be

an original and all of which shall constitute but one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned have duly authorized, executed and delivered

this Disclosure Agreement as of the date first above written.

 

DATED: _______________, 1997.

 

 

 

CITY OF KANSAS CITY, MISSOURI

as the Issuer of the Bonds and Obligated Person

 

 

By:

Name: Janice M. Reed

Title: Director of Finance

 

 

 

EXHIBIT C TO ORDINANCE

 

 

FORM OF CO-BOND COUNSEL OPINION

 

 

 

 

[Closing Date]

 

 

 

City of Kansas City, Missouri Kansas City, Missouri

 

[Purchaser Name] [Purchaser City, State]

 

Re: $40,000,000, City of Kansas City, Missouri, General Obligation Bonds (Streetlight Project), Series 1997B

 

Ladies and Gentlemen:

 

We have acted as co-bond counsel with the firm of _______________ in connection with the issuance by the City of Kansas City, Missouri (the "City"), of the above-captioned bonds (the "Bonds").

 

We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation.

 

Based upon the foregoing, we are of the opinion, under existing law, as follows:

 

1. The Bonds are valid and legally binding general obligations of the City, payable as to both principal and interest from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the City.

 

2. The interest on the Bonds **[INCLUDE THE FOLLOWING LANGUAGE IF ANY MATURITY OF THE BONDS WILL BE OFFERED TO THE PUBLIC AT A PRICE BELOW PAR:] (including any original issue discount properly allocable to an owner thereof)** is excluded from gross income for federal and Missouri income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. It should be noted, however, that for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining adjusted current earnings. The opinions set forth in this paragraph are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal and Missouri income tax purposes. The City has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal and Missouri income tax purposes retroactive to the date of issuance of the Bonds. The Bonds have not been designated as "qualified tax-exempt obligations" for purposes of Section 265(b) of the Code. We express no opinion regarding other federal tax consequences arising with respect to the Bonds.

 

We have not been engaged or undertaken to review the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Bonds (except to the extent, if any, stated in the Official Statement) and we express no opinion relating thereto (excepting only the matters set forth as our opinion in the Official Statement).

 

The rights of the owners of the Bonds and the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent applicable and their enforcement may be subject to the exercise of judicial discretion in appropriate cases.

 

 

Very truly yours,