Section 102-072 Ord. 16778; Lease Purchase Transaction (With Option to Purchase) w/Stephens College (Stephens Lake Property)

authorizing the City of Columbia, Missouri, to enter into a lease purchase transaction, pursuant to which the City will lease with an option to purchase certain property from Stephens College; and to approve the execution of certain documents in connection therewith; and fixing the time when this ordinance shall become effective.

WHEREAS, the City desires to obtain funds to provide funds to pay costs of acquiring certain real property (the "Property") from Stephens College (the "College"); and

WHEREAS, in order to facilitate the foregoing and to pay the cost thereof, it is necessary and desirable for the City to take the following actions:

1. Enter into an annually renewable Lease Purchase Agreement (the "Lease") with the College, pursuant to which the City will lease the Property on a year-to-year basis from the College with an option to purchase the Property, a form of which is attached hereto; and

2. Approve an Escrow and Paying Agent Agreement (the "Agent Agreement"), between the College and UMB Bank, n.a., as Agent (the "Agent"), pursuant to which Certificates of Participation (as defined below) will be executed and delivered, a form of which is attached hereto; and

3. Enter into a Certificate Purchase Agreement (the "Purchase Agreement") pursuant to which Stern Brothers & Co. (the "Purchaser") agrees to purchase the Certificates of Participation on the terms set forth therein, a form of which is attached hereto; and

4. Approve an Official Statement respecting Certificates of Participation (Stephens Lake Property), Series 2001 (the "Certificates of Participation"), evidencing proportionate interests of the owners thereof in basic rent payments to be made by the City under the Lease, to be in substantially the same form as the Preliminary Official Statement respecting the Certificates of Participation, a form of which is attached hereto (the "Preliminary Official Statement," and together, the "Official Statement"); and

5. Enter into a Continuing Disclosure Agreement (the "Continuing Disclosure Agreement") with the Agent pursuant to which the City agrees to provide, certain financial and other information with respect to the Certificates of Participation, a form of which is attached hereto.

The Lease, the Certificate Purchase Agreement and the Continuing Disclosure Agreement are referred to together herein as the "City Documents."

Section 1. Authorization and Approval of City Documents and Agent Agreement. The City Documents and the Agent Agreement are hereby approved in substantially the forms submitted to and reviewed by the City Council on the date hereof, with such changes therein as shall be approved by the Mayor, the Mayor's execution of the City Documents to be conclusive evidence of such approval.

The obligation of the City to pay Basic Rent Payments (as defined in the Lease) under the Lease is subject to annual appropriation and shall constitute a current expense of the City and shall not in any way be construed to be an indebtedness or liability of the City in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness or liability by the City, nor shall anything contained in the Lease constitute a pledge of the general tax revenues, funds or moneys of the City, and all provisions of the Lease shall be construed so as to give effect to such intent.

The Mayor is hereby authorized and directed to execute and deliver the City Documents and to approve changes to the Agent Agreement on behalf of and as the act and deed of the City. The City Clerk and the Deputy City Clerk, and each of them, are hereby authorized to affix the City's seal to the City Documents and attest said seal.

Section 2. Approval of Official Statement. The final Official Statement is hereby authorized and approved, supplementing, amending and completing the Preliminary Official Statement, with such changes therein and additions thereto as shall be approved by the officer of the City executing the final Official Statement, said officer's execution thereof to be conclusive evidence of said officer's approval thereof, and the public distribution of the final Official Statement by the Purchaser are in all respects hereby authorized and approved. The Mayor of the City is hereby authorized to execute and deliver the final Official Statement on behalf of and as the act and deed of the City.

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 judgement deem necessary to enable the Purchaser to comply with the requirement of such Rule.

Section 3. Further Authority. The City shall, and the officials and agents of the City are hereby authorized and directed to, take such actions, expend such funds and execute such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance and to carry out, comply with and perform the duties of the City with respect to the City Documents, the other documents authorized or approved hereby and the Property. Without limiting the foregoing, the Mayor is hereby authorized, if required, to execute any certificate or agreement to allow the Purchaser to comply with Rule 15c2-12 of the Securities and Exchange Commission.