Section 104-057; Ord. 17571; Authorizing the Issuance and Delivery of $8,950,000 Principal Amount of Water and Electric System Revenue Refunding Bonds, 2003 Series A

amending and supplementing Ordinance No. 10653 of the City of Columbia, Missouri, authorizing and directing the issuance and delivery of $8,950,000 principal amount of Water and Electric System Revenue Refunding Bonds, 2003 Series A of the City; setting forth the details of said bonds; appointing the paying agent for said bonds; providing for the application of the proceeds of said bonds; prescribing the form of said bonds and making certain covenants and agreements to facilitate and protect the payment of said bonds; and fixing the time when this ordinance shall become effective.

WHEREAS, the City of Columbia, Missouri, a municipal corporation duly created, organized and existing under and by virtue of the laws of the State of Missouri (the “City”), owns and operates a revenue producing municipal water and electric light works system (the “System”) serving the City and its inhabitants; and

WHEREAS, the System is operated as one plant and under one management, and the revenues produced by the water facilities and the revenues produced by the electric facilities are accounted to a common fund; and

WHEREAS, the City is fully authorized by its Charter and the Constitution and laws of the State of Missouri, including particularly Section 27 of Article VI of the Constitution of Missouri to issue its Bonds as hereinafter described; and

WHEREAS, on August 27, 1985, the City issued and delivered $32,715,000 principal amount of its Water and Electric System Revenue Refunding Bonds, 1985 Refunding Series (the “Series 1985 Refunding Bonds”), none of which are currently outstanding, pursuant to Ordinance No. 10653 of the City (which Ordinance, as heretofore amended and supplemented hereby and as from time to time further amended and supplemented in accordance with its terms, is referred to herein as the “Ordinance”); and

WHEREAS, the Ordinance created and established an issue of Bonds of the City designated as “Water and Electric System Revenue Bonds” (the “Bonds”), which Bonds may be issued from time to time pursuant to Supplemental Ordinances (as defined in the Ordinance); and

WHEREAS, on December 12, 1985, the City issued and delivered $15,500,000 principal amount of Water and Electric System Revenue Bonds, 1985 Series B (the “Series 1985B Bonds” or the “Prior Bonds”), all of which are currently outstanding, pursuant to Ordinance No. 10830 adopted on December 6, 1985 (the “First Supplemental Ordinance”), which Bonds were issued on a parity with the Series 1985 Refunding Bonds and were in addition secured by a credit and liquidity facility, and the obligations of the City thereunder to the issuer of such facility are on a parity with the Bonds authorized by the Ordinance; and

WHEREAS, on August 4, 1992, the City issued and delivered $34,140,000 principal amount of Water and Electric System Refunding and Improvement Revenue Bonds, Series 1992 (the “Series 1992A Bonds”), pursuant to Ordinance No. 13375 adopted on July 20, 1992 (the “Second Supplemental Ordinance”), which outstanding Series 1992A Bonds are on a parity with the Series 1985B Bonds, and were issued for the purpose of refunding the outstanding Series 1985 Refunding Bonds maturing on and after October 1, 1998 and to extend and improve the City’ s waterworks facilities; and

WHEREAS, on March 17, 1998, the City issued and delivered $28,295,000 aggregate principal amount of Water and Electric System Refunding and Improvement Bonds, 1998 Series A (the “1998 Series A Bonds”), pursuant to Ordinance No. 015543 adopted March 2, 1998 (the “Third Supplemental Ordinance”), which 1998 Series A Bonds are on a parity with the Series 1985B Bonds and the Series 1992A Bonds that were not refunded, and were issued for the purpose of refinancing a portion of the Series 1992A Bonds and of paying the cost of extending, expanding, improving, repairing, replacing and equipping the System; and

WHEREAS, on February 4, 2002, the City issued and delivered $16,490,000 principal amount of Water and Electric System Revenue Bonds, 2002 Series A (the “Series 2002A Bonds”), pursuant to Ordinance No. 017170 adopted on February 4, 2002 (the “Fourth Supplemental Ordinance”), which outstanding Series 2002A Bonds are on a parity with the Series 1985B Bonds, the Series 1992A Bonds, and the 1998 Series A Bonds, and were issued for the purpose of paying the cost of extending, expanding, improving, repairing, replacing and equipping the System; and

WHEREAS, the City is authorized by law, particularly Article VI, Sections 26 and 27 of the Missouri Constitution, and its Charter, to issue its revenue bonds in the principal amount of $8,950,000 for the purpose of refunding the outstanding Series 1985B Bonds; and

WHEREAS, the City now finds it necessary and in the best interests of the City to adopt this Fifth Supplemental Water and Electric System Revenue Bond Ordinance (the “Fifth Supplemental Ordinance”) authorizing the issuance of the City’s Water and Electric System Revenue Refunding Bonds, 2003 Series A, for the purpose of refunding the outstanding Series 1985B Bonds; and

WHEREAS, the City desires to refund the Series 1985B Bonds in order to fix the interest rates on the bonds at the current rates and to release the City from certain restrictive and burdensome covenants and restrictions imposed by the Prior Ordinance; and

WHEREAS, in the Ordinance, the City covenanted that no additional bonds or other obligations contemplated by Section 204 of the Ordinance would be issued on a parity with the Bonds Outstanding unless Revenues Available for Debt Service (as defined in the Ordinance) or estimated Revenues Available for Debt Service, adjusted as provided in the Ordinance, for certain 12-month periods described in the Ordinance, were not less than one and twenty-five hundredths times the maximum total Debt Service for any succeeding Fiscal Year on all Bonds which would be outstanding immediately after the issuance of the proposed Additional Bonds (as such terms are defined in the Ordinance); and

WHEREAS, the City has complied with the provisions of the Ordinance described in the preceding paragraph, and, prior to the issuance of the 2003 Series A Bonds, the City will obtain a certificate of an Authorized Officer of the City evidencing such compliance; and

WHEREAS, the City Council of the City has heretofore determined that it is in the best interest of the City to sell said 2003 Series A Bonds at a public sale and said bonds have been duly sold at public sale; and

WHEREAS, pursuant to advertisement, bids for the aforesaid 2003 Series A Bonds were received on February 3, 2003 and the best offer therefor was submitted by Wachovia Bank, National Association, which bid should now be accepted; and

WHEREAS, it is hereby found and determined that it is necessary and advisable and in the best interest of the City and of its inhabitants that revenue bonds be issued and secured in the form and manner as hereinafter provided to provide funds for the purpose hereinafter set forth; and

This Fifth Supplemental Ordinance is supplemental to, and is adopted in accordance with Article X and Section 204 of Ordinance No. 10653 adopted August 1, 1985, as amended and supplemented by the Second Supplemental Ordinance, the Third Supplemental Ordinance, and the Fourth Supplemental Ordinance.

This Fifth Supplemental Ordinance is adopted pursuant to the provisions of the Act (as defined in the Ordinance), the Ordinance and the authority granted to the City by the Election.

Except as provided by this Fifth Supplemental Ordinance, all terms which are defined in Section 101 of Article I of Ordinance No. 10653, as amended and supplemented by the Second Supplemental Ordinance, the Third Supplemental Ordinance, and the Fourth Supplemental Ordinance shall have the same meanings, respectively, in this Fifth Supplemental Ordinance as such terms are given in said Section 101 of the Ordinance.

In addition to words and terms defined elsewhere in this Fifth Supplemental Ordinance, the following words and terms as used in this Fifth Supplemental Ordinance shall have the following meanings:

“Beneficial Owner” means any person for which a Participant acquires an interest in any Bond.

“Bond Counsel” means Sonnenschein, Nath & Rosenthal, St. Louis, Missouri, or other attorney or firm of attorneys with a nationally recognized standing in the field of municipal bond financing selected by the City.

“Cede & Co.” means Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds.

“Continuing Disclosure Certificate” means that certain Continuing Disclosure Certificate executed by the City and dated the date of issuance and delivery of the 2003 Series A Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

“Fifth Supplemental Ordinance” means Ordinance No. 17571 adopted on February 3, 2003, which authorizes $8,950,000 principal amount of Water and Electric System Revenue Refunding Bonds, 2003 Series A of the City.

“Fourth Supplemental Ordinance” means Ordinance No. 017170 adopted on February 4, 2002, which authorized $16,490,000 principal amount of Water and Electric System Revenue Bonds, 2002 Series A of the City.

“Interest Payment Date” means the Stated Maturity of an installment of interest on any Bond.

Cash (insured at all times by the Federal Deposit Insurance Corporation),Bonds of, or obligations guaranteed as to principal and interest by, the U.S. or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the U.S. including:

Any security used for defeasance must provide for the timely payment of principal and interest and cannot be callable or prepayable prior to maturity or earlier redemption of the rated debt (excluding securities that do not have a fixed par value and/or whose terms do not promise a fixed dollar amount at maturity or call date).

U.S.A.I.D. securities must mature at least four business days before the appropriate payment date.

“Prior Bonds,” “1985 B Bonds” or “Series 1985B Bonds” means the Water and Electric System Revenue Bonds, 1985 Series B, of the City issued pursuant to the First Supplemental Ordinance.

“1992 A Bonds” or “Series 1992A Bonds” means the Water and Electric System Refunding and Improvement Revenue Bonds, 1992 Series A, of the City issued pursuant to the Second Supplemental Ordinance.

“1998 A Bonds” or “1998 Series A Bonds” means the Water and Electric System Refunding and Improvement Revenue Bonds, 1998 Series A, of the City issued pursuant to the Third Supplemental Ordinance.

“2002 A Bonds” or “2002 Series A Bonds” means the Water and Electric System Revenue Bonds, 2002 Series A, of the City issued pursuant to the Fourth Supplemental Ordinance.

“2003 A Bonds” or “2003 Series A Bonds” means the Water and Electric System Revenue Refunding Bonds, 2003 Series A, of the City, authorized by Section 201 of this Fifth Supplemental Ordinance.

“2003 Series A Debt Service Requirement” means $1,079,918.76 to fund the 2003 Series A Subaccount of the Reserve Account.

“Ordinance” or “Original Ordinance” means Ordinance No. 10653 adopted by the Council of the City on August 1, 1985, authorizing Water and Electric System Revenue Refunding Bonds, 1985 Refunding Series of the City, as amended and supplemented by the Second Supplemental Ordinance, the Third Supplemental Ordinance, the Fourth Supplemental Ordinance, and this Fifth Supplemental Ordinance.

“Participant” means any broker dealer, bank or other financial institution for which the Securities Depository holds Bonds from time to time.

“Paying Agent” means First Bank of Missouri, Gladstone, Missouri, and any successors or assigns.

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

“Rebate Fund” means the fund by that name referred to in Section 601(e) hereof.

“Representation Letter” means the Representation Letter from the City and Paying Agent to DTC with respect to the 2003 Series A Bonds.

“Second Supplemental Ordinance” means Ordinance No. 13376 adopted on July 20, 1992, which authorized $34,140,000 principal amount of Water and Electric System Refunding and Improvement Revenue Bonds, 1992 Series A of the City.

“Securities Depository” means The Depository Trust Company, New York, New York, or any successor Securities Depository appointed pursuant to Section 305.

“Stated Maturity” when used with respect to any 2003 Series A Bond or any installment of interest thereon means the date specified in such 2003 Series A Bond and this Ordinance as the fixed date on which the principal of such 2003 Series A Bond or such installment of interest is due and payable.

“Tax Letter of Instructions” means the Tax Letter of Instructions dated as of the date of issuance of the 2003 Series A Bonds, from Sonnenschein, Nath & Rosenthal, as Bond Counsel, as amended and supplemented in accordance with the terms thereof.

“Third Supplemental Ordinance” means Ordinance No. 015543 adopted on March 2, 1998, which authorized $28,295,000 principal amount of Water and Electric System Refunding and Improvement Revenue Bonds, 1998 Series A of the City.

The 2003 Series A Bonds, bearing interest as set forth in Section 301 hereof, shall be and are hereby awarded to Wachovia Bank, National Association at a purchase price of $8,962,315.85 (which is equal to 100% of the principal amount of the 2003 Series A Bonds, $8,950,000, plus a premium of $12,315.85), plus accrued interest to the date of delivery of said 2003 Series A Bonds and at a true interest cost of 3.565579%, all in accordance with the terms of sale as set forth in the Notice of Bond Sale and in the Proposal for the Purchase of Water and Electric System Revenue Refunding Bonds, 2003 Series A of the City of Columbia, Missouri, as authorized in the resolution adopted by the City Council on January 20, 2003.

Pursuant to the provisions of the Ordinance, a Series of Bonds entitled to the benefit, protection and security of such provisions is hereby authorized in the aggregate principal amount of $8,950,000 being issued for the purpose of refunding the Prior Bonds, as provided in this Fifth Supplemental Ordinance. Such Bonds shall be designated as, and shall be distinguished from the Bonds of all other Series by the title, “Water and Electric System Revenue Refunding Bonds, 2003 Series A”.

The 2003 Series A Bonds shall consist of fully registered bonds without coupons, and shall originally be dated and bear interest from February 15, 2003. The 2003 Series A Bonds shall mature on December 1 in the years and in the principal amounts, and shall bear interest payable semiannually on June 1 and December 1 commencing June 1, 2003, at the respective rates per annum, shown below:

The 2003 Series A Bonds shall be issued in the denomination of $5,000 or any integral multiple thereof. Unless the City shall otherwise direct, 2003 Series A Bonds shall be numbered from one upward preceded by the letter R prefixed to the number.

Section 303. Place of Payment and Designation of Paying Agent and Bond Registrar

The principal and Redemption Price of and interest on the 2003 Series A Bonds shall be payable at the principal offices of First Bank of Missouri, Gladstone, Missouri, and such banking institution is hereby appointed Paying Agent and Bond Registrar for the 2003 Series A Bonds. The principal, Redemption Price of and interest on all 2003 Series A Bonds shall also be payable at any other place which may be provided for such payment by the appointment of any other Paying Agent or Paying Agents as permitted by the Ordinance.

(a) The 2003 Series A Bonds shall be initially issued as separately authenticated fully registered bonds, and one 2003 Series A Bond shall be issued in the principal amount of each Stated Maturity of the 2003 Series A Bonds. Upon initial issuance, the ownership of such 2003 Series A Bonds shall be registered in the bond register in the name of Cede & Co., as nominee of DTC. The Paying Agent and Bond Registrar and the City may treat DTC (or its nominee) as the sole and exclusive Owner of the 2003 Series A Bonds registered in its name for the purposes of payment of the principal of, premium, if any, or interest on the 2003 Series A Bonds, selecting the 2003 Series A Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Owners of 2003 Series A Bonds under this Fifth Supplemental Ordinance, registering the transfer of 2003 Series A Bonds, and for all other purposes whatsoever; and neither the Paying Agent and Bond Registrar nor the City shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the 2003 Series A Bonds under or through DTC or any Participant, or any other person which is not shown on the bond register as being an Owner of any 2003 Series A Bonds, with respect to the accuracy of any records maintained by DTC or any Participant, with respect to the payment by DTC or any Participant of any amount with respect to the principal of, premium, if any, or interest on the 2003 Series A Bonds, with respect to any notice which is permitted or required to be given to Owners of 2003 Series A Bonds under this Fifth Supplemental Ordinance, with respect to the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the 2003 Series A Bonds, or with respect to any consent given or other action taken by DTC as the Owner of the 2003 Series A Bonds. So long as any 2003 Series A Bond is registered in the name of Cede & Co., as nominee of DTC, the Paying Agent shall pay all principal of, premium, if any, and interest on such 2003 Series A Bonds, and shall give all notices with respect to such 2003 Series A Bonds, only to Cede & Co. in accordance with the Representation Letter and all such payments shall be valid and effective to fully satisfy and discharge the City’s obligations with respect to the principal of, premium, if any, and interest on the 2003 Series A Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated 2003 Series A Bond for each separate stated maturity evidencing the obligation of the City to make payments of principal and interest. Upon delivery by DTC to the Paying Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the 2003 Series A Bonds will be transferable to such new nominee in accordance with paragraph (d) hereof.

(b) In the event the City determines that it is in the best interest of the Beneficial Owners that they be able to obtain 2003 Series A Bond certificates, the City may notify DTC and the Paying Agent and Bond Registrar, whereupon DTC shall notify the Participants of the availability through DTC of 2003 Series A Bond certificates. In such event, the 2003 Series A Bonds will be transferable in accordance with paragraph (d) hereof. DTC may determine to discontinue providing its services with respect to the 2003 Series A Bonds at any time by giving notice to the City and the Paying Agent and Bond Registrar and discharging its responsibilities with respect thereto under applicable law. In such event, the 2003 Series A Bonds will be transferable in accordance with paragraph (d) hereof. The City and the Paying Agent and Bond Registrar shall be entitled to rely conclusively on the information provided to them by DTC and its Participants as to the names of the Beneficial Owners of the 2003 Series A Bonds.

(c) The execution and delivery of the Representation Letter to DTC by the City Manager, Director of Finance, City Clerk or other authorized officer of the City, with such changes, omissions, insertions and revisions as the officers of the City signing such Representation Letter shall deem advisable, is hereby authorized, and execution of the Representation Letter by such officers of the City shall be conclusive evidence of such approval. The Representation Letter shall set forth certain matters with respect to, among other things, notices, consents and approvals by Owners of the 2003 Series A Bonds and Beneficial Owners and payments on the 2003 Series A Bonds. The Paying Agent and Bond Registrar shall have the same rights with respect to its actions thereunder as it has with respect to its actions under this Fifth Supplemental Ordinance.

(d) In the event that any transfer or exchange of 2003 Series A Bonds is permitted under paragraph (a) or (b) hereof, such transfer or exchange shall be accomplished upon receipt by the Paying Agent and Bond Registrar of the 2003 Series A Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee in accordance with the provisions of this Fifth Supplemental Ordinance. In the event 2003 Series A Bond certificates are issued to holders other than Cede & Co., or its successor as nominee for DTC as holder of all of the 2003 Series A Bonds, the provisions of this Fifth Supplemental Ordinance shall also apply to all matters relating thereto, including, without limitation, the printing of such certificates and the method of payment of principal of and interest on such certificates.

(a) Optional Redemption. At the option of the City, 2003 Series A Bonds or portions thereof maturing on December 1, 2012 and thereafter may be called for redemption and payment prior to the Stated Maturity thereof on December 1, 2011 and thereafter in whole at any time or in part on any Interest Payment Date in any order of maturity selected by the City and by lot in multiples of $5,000 within a maturity, at the Redemption Price equal to the principal amount thereof, plus accrued interest thereon to the Redemption Date

(a) The Paying Agent shall call 2003 Series A Bonds for redemption and payment as herein provided upon receipt by the Paying Agent at least 45 days prior to the Redemption Date of a written request of the City specifying the principal amount, Stated Maturities and Redemption Prices of the 2003 Series A Bonds to be called for redemption. The Paying Agent may in its discretion waive such notice period so long as the notice requirements set forth in Section 403 are met. The foregoing provisions of this paragraph shall not apply to the mandatory redemption of 2003 Series A Bonds hereunder, and 2003 Series A 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 2003 Series A Bond Subaccount within the Bond Account moneys available and sufficient to effect the required redemption.

(b) 2003 Series A Bonds shall be redeemed only in the principal amount of $5,000 or any integral multiple thereof. When less than all of the Outstanding Bonds are to be redeemed prior to Stated Maturity, such 2003 Series A Bonds shall be redeemed in inverse order of their Stated Maturities, and 2003 Series A 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 2003 Series A Bonds at the time Outstanding in denominations greater than $5,000, each $5,000 of face value shall be treated as though it were a separate 2003 Series A Bond of the denomination of $5,000. If it is determined that one or more, but not all, of the $5,000 units of face value represented by any 2003 Series A Bond are selected for redemption, then upon notice of intention to redeem such $5,000 unit or units, the Registered Owner of such 2003 Series A Bond or the Registered Owner’s duly authorized agent shall present and surrender such 2003 Series A Bond to the Paying Agent (1) for payment of the Redemption Price and interest to the Redemption Date of such $5,000 unit or units of face value called for redemption, and (2) for exchange, without charge to the Registered Owner thereof, for a new 2003 Series A Bond or Bonds of the aggregate principal amount of the unredeemed portion of the principal amount of such 2003 Series A Bond. If the Registered Owner of any such 2003 Series A Bond shall fail to present such 2003 Series A Bond to the Paying Agent for payment and exchange as aforesaid, such 2003 Series A Bond shall, nevertheless, become due and payable on the Redemption Date to the extent of the $5,000 unit or units of face value called for redemption (and to that extent only).

Unless waived by any Registered Owner of 2003 Series A 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, registered or certified mail, as determined by the Paying Agent, at least 30 days but not more than 60 days prior to the Redemption Date, to each Registered Owner of the 2003 Series A Bonds to be redeemed at the address shown on the Bond Register or at such other address furnished in writing by any such Registered Owner or Owners to the Paying Agent.

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

(c) if less than all Outstanding Bonds are to be redeemed, the identification (and, in the case of partial redemption of any 2003 Series A Bonds, the respective principal amounts) of the 2003 Series A Bonds to be redeemed;

(d) a statement that on the Redemption Date the Redemption Price will become due and payable upon each such 2003 Series A 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 2003 Series A Bonds are to be surrendered for payment of the Redemption Price, which shall be the principal corporate trust office of the Paying Agent.

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 2003 Series A Bonds or portions of 2003 Series A Bonds that are to be redeemed on that date.

Official notice of redemption having been given as aforesaid, the 2003 Series A Bonds or portions of 2003 Series A 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 shall default in the payment of the Redemption Price) such 2003 Series A Bonds or portion of 2003 Series A Bonds shall cease to bear interest. Upon surrender of such 2003 Series A Bonds for redemption in accordance with such notice, the Redemption Price of such 2003 Series A 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 2003 Series A Bond, there shall be prepared for the Registered Owner a new 2003 Series A Bond or Bonds of the same Stated Maturity in the amount of the unpaid principal as provided herein. All 2003 Series A Bonds that have been redeemed shall be canceled and destroyed by the Paying Agent as provided herein and shall not be reissued.

In addition to the foregoing notice, the Paying Agent is directed to give such additional notice and take such additional actions as are necessary to comply with any mandatory or voluntary standards then in effect for processing redemptions of municipal securities established by the Securities and Exchange Commission. Failure to comply with such standards shall not affect or invalidate the redemption of any 2003 Series A Bond.

The use of the Official Statement dated February 3, 2003 (the “Official Statement ”) by the City in connection with the sale of the 2003 Series A Bonds is hereby authorized and ratified and the City Council does hereby approve and consent to the preparation and use by the City and its Financial Advisor of said Official Statement in connection with the sale of the 2003 Series A Bonds and the execution thereof by the Mayor, City Manager or Director of Finance on behalf of the City. The officials of the City have participated in the preparation of such Official Statement and have determined that the Preliminary Official Statement, dated January 23, 2003, was true, correct and complete in all material respects as of the date thereof. For the purpose of enabling the original purchaser of the 2003 Series A Bonds to comply with the requirements of Rule 15c2-12(b)(1) of the Securities and Exchange Commission, the City hereby deems the information 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 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 original purchaser of the 2003 Series A Bonds to comply with the requirement of such rule.

The Mayor, City Clerk and Director of Finance of the City are hereby authorized and directed to execute the 2003 Series A Bonds in the manner provided in the Ordinance and to cause such 2003 Series A Bonds to be authenticated by the Paying Agent and Bond Registrar as Authenticating Agent. The Mayor, City Clerk and Director of Finance and other officers of the City are hereby authorized and directed to prepare and execute the 2003 Series A Bonds in the manner herein specified and, when duly executed, to delivery the 2003 Series A Bonds to Wachovia Bank, National Association, the original purchaser thereof, on payment of the purchase price of $8,962,315.85 (which is equal to 100% of the principal amount of the 2003 Series A Bonds, $8,950,000, plus a premium of $12,315.85), plus accrued interest thereon, if any, to the date of their delivery.

The proceeds of the 2003 Series A Bonds shall be applied simultaneously with the delivery thereof as follows:

(a) Any premium on the 2003 Series A Bonds and any amount received on account of accrued interest on the 2003 Series A Bonds shall be deposited in the 2003 Series A Subaccount within the Bond Account.

(b) An amount equal to $895,000 shall be deposited in the 2003 A Subaccount within the Reserve Account.

(d) There are hereby pledged and granted a security interest in, for the payment of the 2003 Series A Bonds on a parity with the Parity Bonds, subject only to the provisions of the Ordinance permitting the application thereof for the purposes and on the terms and conditions set forth in the Ordinance, (i) the proceeds of sale of the Bonds (ii) the Revenues and (iii) all Accounts established by the Ordinance; but excluding moneys on deposit in the 1985 Refunding Subaccounts, if any, the 1985 Series B Subaccounts, the 1992 Series A Subaccounts, and the 2002 Series A Subaccount in the Bond Account and in the Reserve Account or in any subaccount in the Bond Account or Reserve Account established in connection with the issuance of a Series of Bonds after the issuance of the 2003 Series A Bonds; and including the investments, if any, of the funds so pledged. The pledge created and security interest so granted, insofar as they relate to the Revenues, are hereby expressly declared to be subject to the transfers permitted to be made from the Water and Electric Account.

The moneys and securities so pledged shall immediately be subject to the lien of such a pledge and security interest without any physical delivery thereof or further act, and the lien of such pledge and security interest shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the City.

The 2003 Series A Bonds shall not constitute a general obligation or an indebtedness of the City within the meaning of any constitutional or statutory restriction, limitation or provision, and the full faith and credit of the City is not pledged thereto and the City shall not be obligated to levy taxes or resort to any other funds or moneys of the City except as provided in this subsection (c).

Concurrently with the issuance and delivery of the Bonds, the City shall deposit from moneys on hand and available for such purposes, to the Series A Subaccount of the Reserve Account the sum of $184,918.76 from moneys on deposit in the 1985 Series B Subaccount of the Reserve Account and to the 1985 Series B Subaccount of the Bond Account all remaining moneys in the 1985 Series B Subaccount of the Reserve Account and other available funds of the City in an amount sufficient, together with all other moneys deposited therein, to pay the Prior Bonds on the Redemption Date.

The officers of the City are hereby authorized to cause the redemption and payment of the Prior Bonds on the earliest possible redemption date therefore. The Prior Bonds shall be redeemed and paid on March 3, 2003. The Mayor or the Mayor Pro Tem and City Clerk of the City Council of the City are hereby authorized and directed to call such Prior Bonds for redemption on such dates at a redemption price equal to 100% of the principal amount thereof, plus accrued interest, if any, to the date of redemption.

Section 601. Ratification of Accounts and Subaccounts and Establishment of Subaccounts; 2003 Series A Subaccount of Construction Account.

(a) The accounts established by the Original Ordinance and the Subaccounts established by the Second Supplemental Ordinance, the Third Supplemental Ordinance, and the Fourth Supplemental Ordinance are hereby ratified and confirmed.

(b) There are hereby created and established within the Bond Account and the Reserve Account, a separate Subaccount each designated as the 2003 Series A Subaccount.

All deposits to the Bond Account or the Reserve Account made by the City pursuant to the Original Ordinance shall be made to the 1992 Series A Subaccount, the 1998 Series A Subaccount, the 2002 Series A Subaccount, or the 2003 Series A Subaccount therein according to the purpose for which such deposit is made, and, if the total amount deposited into the Bond Account or the Reserve Account on any particular date is less than the total amount required to be deposited therein by the Original Ordinance on or by such date, such amount shall be deposited pro rata into the 1992 Series A Subaccount, the 1998 Series A Subaccount, the 2002 Series A Subaccount and the 2003 Series A Subaccount therein.

Except as otherwise provided in Section 505(e) of the Original Ordinance, amounts held in the 2003 Subaccounts in the Bond Account and the Reserve Account may be applied in accordance with the Ordinance only to the payment of the principal of or premium, if any, or interest on the 2003 Series A Bonds.

(c) There is hereby created and established a separate fund entitled “Rebate Fund for 2003 Series A Water and Electric System Revenue Refunding Bonds” (the “Rebate Fund”).

(1) There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Letter of Instructions. All money at any time deposited in the Rebate Fund shall be held in trust, to the extent required to satisfy the Rebate Amount (as defined in the Tax Letter of 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 Tax Letter of Instructions.

(2) The City shall periodically determine the rebatable arbitrage under Section 148(f) of the Code in accordance with the Tax Letter of Instructions, and the City shall make payments to the United States government at the times and in the amounts determined under the Tax Letter of Instructions. Any funds remaining in the Rebate Fund after redemption and payment of all of the 2003 Series A Bonds and the interest thereon and payment and satisfaction of any Rebate Amount, or provision made therefor, shall be released to the City.

(3) Notwithstanding any other provision of the Ordinance, including in particular Section 1201 thereof, the obligation to pay rebatable arbitrage to the United States and to comply with all other requirements of this Section and the Tax Letter of Instructions shall survive the defeasance or payment in full of the 2003 Series A Bonds.

Notwithstanding provisions of the Original Ordinance, moneys held in any fund or account with respect to the 2003 Series A Bonds referred to in this Fifth Supplemental Ordinance may be invested by the Finance Director of the City in Investment Securities in accordance with this Fifth Supplemental Ordinance. The obligations held in any account or fund shall be valued on the last day of each fiscal year currently September 30 for purposes of determining compliance with the requirements of the Original Ordinance and the Fifth Supplemental Bond Ordinance. The value of the Investment Securities for the 2003 Series A Bonds shall be determined as follows:

For the purpose of determining the amount in any fund except the 2003 Series A Subaccount of the Reserve Account, all Investment Securities credited to such fund shall be valued at fair market value. The Paying Agent shall determine the fair market value based on accepted industry standards and from accepted industry providers. Accepted industry providers shall include but are not limited to pricing services provided by Financial Times Interactive Data Corporation, Merrill Lynch, Salomon Smith Barney, Bear Stearns, or Lehman Brothers.

If on any valuation date, the amount on deposit in the 2003 Series A Subaccount of the Reserve Account exceeds the 2003 Series A Debt Service Reserve Requirement the City shall transfer such excess to, and deposit it in the 2003 Subaccount of the Bond Account. If the value of the 2003 Series A Subaccount of the Reserve Account is less than the 2003 Series A Debt Service Reserve Requirement, the City shall deposit revenues in such subaccounts in accordance with Section 505 (b) of the Original Ordinance.

Section 701. Form of 2003 Series A Bonds, Paying Agent’s Certificate of Authentication

Subject to the provisions of the Ordinance, the form of the 2003 Series A Bonds and the Paying Agent’s certificate of authentication shall be substantially in the following tenor:

THE CITY OF COLUMBIA, MISSOURI, a municipal corporation in the County of Boone, State of Missouri (the “City”), acknowledges itself indebted to, and for value received hereby promises to pay to, the Registered Owner shown above, or registered assigns, solely from the sources and in the manner hereinafter described, upon surrender hereof at the principal office of First Bank of Missouri, Gladstone, Missouri, the Paying Agent (the “Paying Agent”), the Principal Amount specified above on the Maturity Date identified above, unless this Bond is redeemable and has previously been called for redemption and payment of the redemption price made or provided for, together with interest thereon from said sources from the Date of Bonds specified above at the Interest Rate specified above per annum, payable on June 1, 2003, and thereafter semiannually on June 1 and December 1 in each year, until this Bond shall have been fully paid or until provision for the payment of this Bond shall have been made upon redemption or at maturity. Payment of the interest hereon shall be made by check or draft mailed by the Paying Agent on each interest payment date to the person appearing as the registered owner hereof on the registration books of the City held by the Bond Registrar named herein as of the close of business on the fifteenth day of the calendar month next preceding such interest payment date. The Principal Amount and redemption premium, if any, and interest hereon are payable in any coin or currency which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts.

REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH O N THE REVERSE HEREOF. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.

THIS BOND shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Ordinance (as hereinafter defined) until the Certificate of Authentication hereof shall have been dated and executed by the Authenticating Agent named herein.

IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all conditions, acts and things required by law and the Ordinance to exist, to have happened and to have been performed precedent to and in the issuance of this Bond, exist, have happened and have been performed and that the Bonds, together with all other indebtedness of the City are within every debt and other limit prescribed by the laws of the State of Missouri.

IN TESTIMONY WHEREOF, the City, acting by and through its City Council, has caused this Bond to be executed by the manual or facsimile signature of the Mayor of the City, under the corporate seal of the City printed or impressed hereon 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, this Bond to be dated as of the Date of Bonds as shown above.

This bond is one of an authorized series of bonds of the City aggregating the principal amount of $8,950,000, and designated “Water and Electric System Revenue Refunding Bonds, 2003 Series A” (herein called the “Bonds”), issued for the purpose of refunding the City’s outstanding Water and Electric System Revenue Bonds, 1985 Series B, pursuant to the Constitution and laws of the State of Missouri, the City’s Charter and an Ordinance of the City enacted August 1, 1985, as supplemented on July 20, 1992, March 2, 1998, February 4, 2002 and February 3, 2003 (such ordinance and all supplements thereto being referred to herein as the “Ordinance”). Pursuant to the Ordinance, this Bond is payable solely from certain proceeds of the sale of the Bonds, certain of the Accounts established under the Ordinance and the net revenues of the water and electric system owned exclusively by the City (the “System”). Copies of the Ordinance are on file at the offices of the City and reference to the Ordinance and any and all supplements thereto and modifications and amendments thereof is made for a description of the pledge, security interest and covenants securing the Bonds, the nature, extent and manner of enforcement of such pledge and security interest, the rights and remedies of the registered owners of the Bonds with respect thereto and the terms and conditions upon which the Bonds are issued and may be issued thereunder.

As provided in the Ordinance, bonds of the City may be issued from time to time pursuant to supplemental ordinances in one or more series, in various principal amounts, may mature at different times, may bear interest at different rates and may otherwise vary. All bonds to be issued under the Ordinance are and will be equally secured by the pledge, security interest and covenants made therein, except as otherwise expressly provided or permitted in the Ordinance.

The Bonds are issued on a parity under the Ordinance with the City’s Water and Electric System Refunding and Improvement Revenue Bonds, 1992 Series A (the “Series 1992A Bonds”), the City’s Water and Electric System Refunding and Improvement Bonds, 1998 Series A (the “Series 1998A Bonds”), and the City’s Water and Electric System Refunding and Improvement Bonds, 2002 Series A (the “Series 2002A Bonds”). The payment of the principal of and interest on the term bonds of the Series 1998A Bonds are, in addition, supported by a municipal bond insurance policy and the obligations of the City thereunder to the issuer of the municipal bond insurance policy are on a parity with the Series 1998A Bonds, but the Series 1992A Bonds, the Series 1985B Bonds and the 2003 Series A Bonds are not payable from proceeds of a drawing under such municipal bond insurance policy. The payment of the principal of and interest on the term bonds of the Series 2002A Bonds are, in addition, supported by a municipal bond insurance policy and the obligations of the City thereunder to the issuer of the municipal bond insurance policy are on a parity with the Series 2002A Bonds, but the Series 1992A Bonds, the Series 1998A Bonds and the 2003 Series A Bonds are not payable from proceeds of a drawing under such municipal bond insurance policy. As provided in the Ordinance, bonds and other obligations of the City may be issued from time to time pursuant to supplemental ordinances in one or more series, in various principal amounts, may mature at different times, may bear interest at different rates and may otherwise vary. All obligations to be issued under the Ordinance are and will be equally secured by the pledge, security interest and covenants made therein, except as otherwise expressly provided or permitted in the Ordinance.

This Bond is a special obligation of the City payable solely from the sources described above and does not constitute a general obligation or an indebtedness of the City within the meaning of any constitutional or statutory limitation or provision, and the City does not pledge its full faith and credit and is not obligated to levy taxes or resort to any other moneys of the City, except net revenues of the System as provided in the Ordinance, to pay the principal, premium, if any, and interest on the Bonds.

This Bond is transferable, as provided in the Ordinance, only upon the registration books kept by the Bond Registrar upon surrender of this Bond together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the Registered Owner or his duly authorized agent, and thereupon a new Bond or Bonds in the same aggregate principal amounts shall be issued to the transferee in exchange therefor as provided in the Ordinance, and upon payment of the charges therein prescribed. The City, the Paying Agent, the Authenticating Agent and the Bond Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes.

The Bonds are issuable in the form of registered bonds in the denominations of $5,000 or any integral multiple of $5,000. In the manner, subject to the conditions and upon the payment of the charges described in the Ordinance, the owner of any Bond or Bonds may surrender the same (together with a written instrument of transfer satisfactory to the Bond Registrar), in exchange for an equal aggregate principal amount of Bonds of any other authorized denominations.

At the option of the City, the Bonds or portions thereof maturing on December 1, 2012 and thereafter may be called for redemption and payment prior to their stated maturity on December 1, 2011 and thereafter at the direction of the City prior to maturity, upon notice as hereinafter provided, as a whole at any time or in part on any interest payment date in any order of maturity selected by the City and by lot in multiples of $5,000 within a maturity, at the redemption price equal to the principal amount thereof, plus accrued interest thereon to the date of redemption.

If less than all of the Bonds of like maturity are to be redeemed, the particular Bonds to be redeemed shall be selected at random by the Paying Agent as provided in the Ordinance.

Notice of redemption shall be given to the registered owner hereof in the manner and upon the terms and conditions set forth in the Ordinance. If notice of redemption shall have been given as aforesaid, the Bonds or portions thereof specified in said notice shall become due and payable on the redemption date therein fixed, and if, on the redemption date, moneys for the redemption of all the Bonds or portions thereof to be redeemed, together with interest to the redemption date, shall be available for such payment on said date, then, from and after the redemption date interest on such Bonds or portions thereof so called for redemption shall cease to accrue and be payable.

the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints _____________________________ Attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.

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

Upon the occurrence of an Event of Default with respect to the 2003 Series A Bonds, the Paying Agent for the 2003 Series A Bonds shall, at the direction of 25% of the Holders of the 2003 Series A Bonds, by written notice to the City, declare the principal of the 2003 Series A Bonds to be immediately due and payable, whereupon that portion of the principal of the 2003 Series A Bonds thereby coming due and the interest thereon accrued to the date of payment shall, without further action, become and be immediately due and payable, anything in the Original Ordinance or in the 2003 Series A Bonds to the contrary notwithstanding.

Section 804. Resignation or Removal of Paying Agent, Authenticating Agent or Bond Registrar and Appointment of Successor.

Notwithstanding Section 912 of the Original Ordinance, the Paying Agent for the 2003 Series A Bonds may be removed at any time by an instrument or concurrent instruments in writing delivered to the Paying Agent for the 2003 Series A Bonds and the City and signed by the Owners of not less than a majority in aggregate principal amount of 2003 Series A Bonds then Outstanding; provided, however, that in no event shall the removal of the Paying Agent become effective until such time as a successor Paying Agent has been appointed and has accepted the appointment. Every such Paying Agent for the 2003 Series A Bonds appointed shall be a trust company or bank in good standing located in or incorporated under the laws of the State of Missouri, duly authorized to exercise trust powers and subject to examination by federal or state authority, having a reported capital and surplus of not less than $75,000,000.

(a) The City covenants that it will not take any action or permit any action to be taken or omit to take any action or permit the omission of any action reasonably within its control which action or omission will cause the interest on the 2003 Series A Bonds to be included in gross income for federal income taxation purposes or otherwise adversely affect the exemption of the interest on the 2003 Series A Bonds from federal and State of Missouri taxation. This covenant shall survive the payment of the 2003 Series A Bonds and the termination of this Fifth Supplemental Ordinance.

(b) The City covenants and agrees that (i) it will comply with all requirements of Section 148 of the Code to the extent applicable to the 2003 Series A Bonds, (ii) it will use the proceeds of the 2003 Series A Bonds as soon as practicable and with all reasonable dispatch for the purposes for which the 2003 Series A Bonds are issued, and (iii) it will not invest or directly or indirectly use or permit the use of any proceeds of the 2003 Series A Bonds or any other funds of the City in any manner, or take or omit to take any action, that would cause the 2003 Series A Bonds to be “arbitrage bonds” within the meaning of Section 103(b)(2) or Section 148(a) of the Code.

(c) The City covenants and agrees that it will pay or provide for the payment from time to time of all amounts required to be rebated to the United States pursuant to Section 148(f) of the Code and any Treasury Regulations applicable to the 2003 Series A Bonds from time to time. This covenant shall survive payment in full or defeasance of the 2003 Series A Bonds. The City specifically covenants to pay or cause to be paid to the United States, the required amounts of rebatable arbitrage at the times and in the amounts as determined by the Tax Letter of Instructions. Notwithstanding anything to the contrary contained herein, the Tax Letter of Instructions may be amended or replaced if, in the opinion of counsel nationally recognized on the subject of municipal bonds, such amendment or replacement will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the 2003 Series A Bonds.

(d) The foregoing covenants shall remain in full force and effect notwithstanding the defeasance of the 2003 Series A Bonds pursuant to Section 1201 of the Original Ordinance or any other provision of the Original Ordinance, until the final maturity date of all Bonds Outstanding.

Except as amended by this Fifth Supplemental Ordinance, all other provisions set forth in the Original Ordinance are hereby ratified, confirmed and continued in their entirety and are not hereby amended in any respect.

If any section of other part of this Fifth Supplemental Ordinance, whether large or small, shall for any reason be held invalid, the invalidity thereof shall not affect the validity of the other provisions of this Fifth Supplemental Ordinance.

The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Fifth Supplemental Ordinance, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered an event of default hereunder; however, any Bondholder or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Section. For purposes of this Section, “Beneficial Owner” means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any 2003 Series A Bonds (including persons holding 2003 Series A Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any 2003 Series A Bonds for federal income tax purposes.

The City Manager, Director of Finance and other officers of the City are hereby authorized, empowered and directed to do all such acts and things and to execute, acknowledge and deliver all such documents (including, without limiting the generality of the foregoing, any bond purchase agreement requested by any purchaser of the Bonds, any closing certificate, non-arbitrage certificate or tax compliance agreement in connection with the issuance of the Bonds) as may in his or their discretion be deemed necessary or desirable in order to carry out or comply with the terms and provisions of this Fifth Supplemental Ordinance and the Official Statement and to make ministerial alterations, changes or additions in the foregoing agreements, statements, instruments or other documents herein approved, authorized and confirmed which they may approve and the execution or taking of such action shall be taken as conclusive evidence of its necessity or advisability. All the acts and undertakings of such officers which are in conformity with the intent and purposes of this Fifth Supplemental Ordinance, whether heretofore or hereafter taken or done shall be and the same are hereby in all respects, ratified, confirmed and approved. The Board hereby approves the employment by the City of A.G. Edwards & Sons, Inc. as its Financial Advisor in connection with the sale of the Bonds and of the service of Sonnenschein, Nath & Rosenthal, St. Louis, Missouri, as Bond Counsel.

Except as otherwise provided herein, any notice, request, complaint, demand or other communication required or desired to be given or filed under this Fifth Supplemental Ordinance shall be in writing and shall be deemed duly given or filed if the same shall be duly mailed by registered or certified mail, postage prepaid, or by overnight delivery service, addressed as follows:

All notices given as aforesaid to the 2003 Series A Bondholders shall be deemed duly given as of the date they are so mailed. All notices given to the City or the Paying Agent shall be deemed given on the day on which the same are hand delivered or sent by telecopy, on the second day following the date on which the same have been mailed or on the day following the day on which the same are sent by overnight delivery service. The Paying Agent and the City may from time to time designate, by notice given hereunder to the other of such parties, such other address to which subsequent notices, certificates or other communications shall be sent.

Notwithstanding Section 1207 of the Original Ordinance, nothing in this Fifth Supplemental Ordinance expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the City, the Paying Agent and the 2003 Series A Bondholders, any right, remedy or claim under or by reason of this Fifth Supplemental Ordinance or any covenant, condition or stipulation thereof, and all covenants, stipulations, promises and agreements in this Fifth Supplemental Ordinance contained by and on behalf of the City shall be for the sole and exclusive benefit of the City, the Paying Agent and the 2003 Series A Bondholders.

The captions or headings in this Fifth Supplemental Ordinance are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Sections of this Supplemental Ordinance.

Maturity December 1	Amount Maturing	Interest Rate
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015	$50,000 $50,000 $50,000 $770,000 $790,000 $805,000 $825,000 $855,000 $880,000 $915,000 $950,000 $985,000 $1,025,000	3.000% 2.000% 2.000% 2.250% 2.500% 5.000% 3.250% 3.125% 3.500% 3.500% 3.750% 3.750% 4.000%