Section 106-227; Ord. 18501; Authorizing the issuance and sale of Water and Electric System Refunding and Improvement Revenue Bonds, 2005 Series A, of the City of Columbia, Missouri

Ordinance No. _______18501_______    Council Bill No. _____B 128-05 A_____



AN ORDINANCE


authorizing the issuance and sale of Water and Electric System Refunding and Improvement Revenue Bonds, 2005 Series A, of the City of Columbia, Missouri,

for the purpose of providing funds for payment of the cost of acquiring, constructing, equipping and furnishing certain improvements and additions to the

system and the refunding of certain prior revenue bonds of the system; prescribing the form and details of said bonds and the covenants and agreements made by the City to facilitate and protect the payment thereof; 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 and its home rule charter (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 (the “Act”) to issue its Bonds as hereinafter described; 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 “1992 Series A Bonds”), pursuant to Ordinance No. 13375 adopted on July 20, 1992 (the “1992 Bond Ordinance”), for the purpose of refunding certain Outstanding Bonds 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 “1998 Bond Ordinance”), 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 “2002 Series A Bonds”), pursuant to Ordinance No. 017170 adopted on February 4, 2002 (the “2002 Bond Ordinance”), for the purpose of paying the cost of extending, expanding, improving, repairing, replacing and equipping the System; and

WHEREAS, on February 27, 2003, the City issued and delivered $8,950,000 principal amount of Water and Electric System Revenue Refunding Bonds, 2003 Series A (the “2003 Series A Bonds”), pursuant to Ordinance No. 17571 adopted on February 3, 2003  (the “2003 Bond Ordinance”), for the purpose of refunding certain Outstanding Bonds; and

WHEREAS, the City, proceeding under the authority of the Act, adopted an ordinance providing for the submission to the qualified electors of the City at an election held therein on November 4, 2003 (the “Election”), of the following question (the “Question”):

QUESTION

Shall the City of Columbia, Missouri, issue its Water and Electric System Revenue Bonds in the amount of Twenty-Eight Million Three Hundred Thousand Dollars ($28,300,000) for the purpose of extending, expanding, improving, repairing, replacing and equipping the City-owned waterworks and electric systems?

and

WHEREAS, notice of said election was duly prepared, executed and published in the manner provided by law, and said election was duly held in accordance with the provisions of said ordinance and notice and the statutes of the State of Missouri; and

WHEREAS, the votes cast at said Election on said Question were duly canvassed as provided by law and it was found and declared that more than a majority of the qualified electors of the City voting at said Election on said question voted in favor of the issuance of said Bonds, the vote on said Question having been as follows:  5,328 votes for the issuance of said bonds and 2,120 votes against the issuance of said bonds; and

WHEREAS, on March 30, 2004, the City issued and delivered $17,095,000 principal amount of Water and Electric System Improvement Revenue Bonds, 2004 Series A (the “2004 Series A Bonds”), pursuant to Ordinance No. 018028 adopted on March 15, 2004 (the “2004 Bond Ordinance”), for the purpose of paying the cost of extending, expanding, improving, repairing, replacing and equipping the System; and

WHEREAS, the City is authorized by the Act and the Election to issue its revenue bonds in the principal amount of $10,750,000 for the purpose of paying the cost of extending, expanding, improving, repairing, replacing and equipping the System; and

WHEREAS, the City is authorized by the Act and the Original Ordinance to issue its revenue bonds for the purpose of achieving interest cost savings by refunding a portion of its Outstanding Bonds and the City is desirous of refunding a portion of the 1998 Series A Bonds (as described herein, the “Refunded Bonds”) for such purpose; and

WHEREAS, the City now finds it necessary and in the best interests of the City to adopt this 2005 Bond Ordinance (the “2005A Ordinance”) authorizing the issuance of the City’s Water and Electric System Refunding and Improvement Revenue Bonds, 2005 Series A, for the purpose of financing the costs of the Project and the refunding of the Refunded Bonds; and

WHEREAS, the City Council of the City does hereby determine that the City now issue the 2005 Series A Bonds for such purpose; and

WHEREAS, the 2005 Series A Bonds will be issued on a parity with the 1992 Series A Bonds, the 1998 Series A Bonds, the 2002 Series A Bonds, the 2003 Series A Bonds and the 2004 Series A Bonds (collectively the “Outstanding Parity Bonds”); and

WHEREAS, in the Original Ordinance, the City covenanted that no Additional Bonds (other than Refunding Bonds) or other obligations would be issued on a parity with the Bonds Outstanding unless Revenues Available for Debt Service (as defined in the Original Ordinance) or estimated Revenues Available for Debt Service, adjusted as provided in the Original Ordinance, for certain 12-month periods described in the Original 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 capitalized terms are defined in the Original Ordinance); and

WHEREAS, the City has complied with the provisions of the Original Ordinance described in the preceding paragraph, and, prior to the issuance of the 2005 Series A Bonds, the City will obtain a certificate of an Authorized Officer (as herein defined) 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 2005 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 2005 Series A Bonds were received on May 2, 2005 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.

NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLUMBIA, MISSOURI AS FOLLOWS:

ARTICLE I.    


DEFINITIONS

Section 101.    Definitions of Words and Terms

.  In addition to words and terms defined elsewhere in this 2005 Bond Ordinance, the following words and terms as used in this 2005 Bond Ordinance shall have the following meanings:

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

“1992 Bond 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.

“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 1998 Bond Ordinance.

“1998 Bond 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.

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

“2002 Bond 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.

“2003 Series A Bonds” means the Water and Electric System Revenue Bonds, 2003 Series A, of the City, issued pursuant to the 2003 Bond Ordinance.

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

“2004 Series A Bonds” or means the Water and Electric System Improvement Revenue Bonds, 2004 Series A, of the City, issued pursuant to the 2003 Bond Ordinance.

“2004 Bond Ordinance” means Ordinance No. 018028 adopted on March 15, 2004, which authorized $17,095,000 principal amount of Water and Electric System Revenue Improvement Bonds, 2004 Series A of the City.

“2005 Series A Bonds” means the City’s Water and Electric System Refunding and Improvement Revenue Bonds, 2005 Series A.

“2005 Bond Account” means the Principal and Interest Account for Water and Electric System Refunding and Improvement Revenue Bonds, 2005 Series A, created in Section 501 of this 2005 Bond Ordinance.

“2005 Bond Insurance Policy” means the 2005 Bond Insurance Policy issued by the 2005 Bond Insurer guaranteeing scheduled payment of principal of and interest on the 2005 Series A Bonds.

“2005 Bond Insurer “ means Financial Security Assurance, Inc., New York, New York, or any successor thereto.

“2005 Bond Ordinance” means this Ordinance No. _________ adopted on May 2, 2005, which authorizes $30,630,000 principal amount of Water and Electric System Revenue Refunding and Improvement Bonds, 2005 Series A of the City.

“2005 Bond Reserve Account” means the Reserve Account for Water and Electric System Refunding and Improvement Revenue Bonds, 2005 Series A, created in Section 501 of this 2005 Bond Ordinance.

“2005 Construction Account” means the Water and Electric System Construction Account - 2005 Series A created in Section 501 of this 2005 Bond Ordinance.

“2005 Rebate Account” means the Water and Electric System Refunding and Improvement Revenue Bond Rebate Account, 2005 Series A created in Section 501 of this 2005 Bond Ordinance

“2005 Reserve Requirement” means initially $1,651,961.26 and thereafter the reserve requirement for the 2005 Series A Bonds determined in accordance with Section 604 hereof.

“Act” means the City’s Charter and the Constitution and laws of the State of Missouri, including particularly Section 27 of Article VI of the Constitution of Missouri.

“Additional Bonds” means any Bonds issued as Parity Bonds pursuant to the provisions of Section 1002 hereof.

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

“Bond Counsel” means Sonnenschein Nath & Rosenthal LLP, 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.

“Bondowner” or “Owner” or “Registered Owner” or the lower case forms of such words means the person in whose name a Bond is registered in the registration books maintained by the 2005 Series A Bond Registrar.

“Bonds” means the Outstanding Parity Bonds, the 2005 Series A Bonds, any Additional Bonds secured on a parity basis by the Net Revenues and any Subordinate Bonds.

“Business Day” means a day on which financial institutions located in New York, New York or St. Louis, Missouri are not required or authorized to remain closed.

“City” means the City of Columbia, Missouri.

“City Council” means the City Council of the City.

“Code” means the Internal Revenue Code of 1986, as amended and the applicable regulations of the Treasury Department proposed or promulgated thereunder or under the Internal Revenue Code of 1954, as amended.

“Continuing Disclosure Certificate” means that certain Continuing Disclosure Certificate executed by the City and dated the date of issuance and delivery of the 2005 Series A Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

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

“Depository” means the depository of each fund established under the 2005 Series A Bond Ordinance, and any successor depository of such fund hereafter designated by the City from time to time by Supplemental Ordinance.

“Dissemination Agent” means Bank of New York Trust Company, N.A., and any successor or assigns.

Escrow Account” means the Escrow Account for the Refunded Bonds, created by the Escrow Trust Agreement.

Escrow Agent” means Bank of New York Trust Company, N.A. St. Louis, Missouri, and its successors or assigns.

Escrow Trust Agreement” means the Escrow Trust Agreement, dated as of May 1, 2005, by and between the City and the Escrow Agent pursuant to which the Refunded Bonds are being refunded.

“Financial Advisor” means, A.G. Edwards & Sons, Inc., St. Louis, Missouri.

“Fitch” means Fitch, Inc. or, if such corporation is dissolved or liquidated or otherwise ceases to perform securities rating services, such other nationally recognized securities rating agency as may be designated in writing by the City.  The notice address of Fitch shall be One State Street Plaza, New York, New York  10004.

“Moody’s” means Moody’s Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency designated by the City Council and not objected to by the 2005 Bond Insurer  by notice to the Trustee.

“Net Revenues” means Revenues less Operating Expenses.

“Operating Expenses” means the City’s expenses of operating the System, including all costs due under any type of contractual arrangement in respect of power and power entitlements, operation, maintenance, generation, production, transmission, distribution, repairs, replacements, engineering, transportation, administrative and general, audit, legal, financial, pension, retirement, health, hospitalization, insurance, taxes, and other expenses actually paid or accrued, including, without limitation, any expenses of the City applicable to the System, as recorded on its books pursuant to standard governmental accounting practice and any other expenses of the City applicable to the System, as recorded on its books pursuant to standard governmental accounting practice.  Operating Expenses shall not include any costs or expenses for new construction, charges for depreciation, voluntary payments in lieu of taxes, payments in respect of any “take or pay” power contract under which no power is available to the City for such payment, or payment of principal or interest on the 2005 Series A Bonds.

“Original Ordinance” means the 2004 Series A Ordinance as amended and supplemented from time to time.

“Original Purchaser” means Wachovia Bank, National Association.

“Outstanding” means, when used in reference to Bonds, all Bonds which have been duly authenticated and delivered under the Original Ordinance, with the exception of (a) Bonds in lieu of which other Bonds have been issued under agreement to replace lost, mutilated, stolen, or destroyed obligations, (b) Bonds surrendered by the owners in exchange for other Bonds under the Original Ordinance, and (c) Bonds for the payment of which provision has been made in accordance with the Original Ordinance.

“Outstanding Parity Bonds” means the 1992 Series A Bonds, the 1998 Series A Bonds, the 2002 Series A Bonds, the 2003 Series A Bonds, the 2004 Series A Bonds.

“Parity Bonds” means the Outstanding Parity Bonds, the 2005 Series A Bonds, and any Additional Bonds secured on a parity basis by the Net Revenues.

“Paying Agent and Bond Registrar” means Bank of New York Trust Company, N.A., in St. Louis, Missouri, and its successors and assigns.

“Payment Date” means each date on which interest or principal is to become due on any Bonds, by maturity or mandatory sinking fund redemption, as established in this 2005 Bond Ordinance for such Bonds.

“Permitted Investments” means the following to the extent permitted by Missouri law, and with respect to the 2005 Series A Bonds the 2005 Bond Insurer,  for the investment of funds of the City:

(a)    Direct obligations of the United States of America (including obligations issued or held in bookentry form on the books of the Department of the Treasury, and CATS and TIGRS) or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America.

(b)    Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself):

(1)    U.S. ExportImport Bank:  Direct obligations or fully guaranteed certificates of beneficial ownership;

(2)    Farmers Home Administration: Certificates of beneficial ownership;

(3)    Federal Financing Bank;

(4)    Federal Housing Administration Debentures;

(5)    General Services Administration: Participation certificates;

(6)    Government National Mortgage Association (“GNMA”):  GNMA  guaranteed mortgagebacked bonds; GNMA guaranteed passthrough obligations (not acceptable for certain cash-flow sensitive issues);

(7)    U.S.Maritime Administration: Guaranteed Title XI financing; and

(8)    U.S. Department of Housing and Urban Development:  Project Notes and Local Authority Bonds; New Communities Debentures - U.S. government guaranteed debentures; U.S. Public Housing Notes and Bonds - United States government guaranteed public housing notes and bonds.

(c)    Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following United States government agencies (nonfull faith and credit agencies) (stripped securities are only permitted if they have been stripped by the agency itself):

(1)    Federal Home Loan Bank System: Senior debt obligations;

(2)    Federal Home Loan Mortgage Corporation:  Participation Certificates: Senior debt obligations;

(3)    Federal National Mortgage Association: Mortgagebacked securities and senior debt obligations;

(4)    Student Loan Marketing Association:  Senior debt obligations;

(5)    Ordinance Funding Corporation:  obligations; and

(6)    Farm Credit System:  Consolidated systemwide bonds and notes.

(d)    Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of AAAmG; AAA-m; or AA-m and if rated by Moody’s rated Aaa, Aa1 or Aa2.

(e)    Certificates of deposit secured at all times by collateral described in (a) and/or (b) above.  Such certificates must be issued by commercial banks, savings and loan associations or mutual savings banks.  The collateral must be held by a third party and the Bondowners must have a perfected first security interest in the collateral.

(f)    Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by the Federal Deposit Insurance Corporation including BIF and SAIF.

(g)    Investment agreements, including guaranteed investment contracts, forward purchase agreements and reserve fund put agreements acceptable to the 2005 Bond Insurer , if any.

(h)    Commercial paper rated, at the time of purchase, “Prime 1” by Moody’s or “Al” or better by S&P.

(i)    Bonds or notes issued by any state or municipality which are rated by Moody’s or S&P in one of the two highest rating categories assigned by such agencies.

(j)    Federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of “Prime 1” or “A3” or better by Moody’s and “Al” or “A” or better by S&P.

(k)    Repurchase Agreements for 30 days or less must follow the following criteria.  Repurchase Agreements which exceed 30 days must be acceptable to the 2005 Bond Insurer , if any.  Repurchase agreements provide for the transfer of securities from a dealer bank or securities firm (seller/borrower) to the City (buyer/lender), and the transfer of cash from the City to the dealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to the City in exchange for the securities at a specified date.

1.    Repos must be between the City and a dealer bank or securities firm.

a.    Primary dealers on the Federal Reserve reporting dealer list which are rated A or better by Standard & Poor’s Corporation and Moody’s Investor Services, or

b.    Banks rated “A” or above by Standard & Poor’s Corporation and Moody’s Investor Services.

2.    The written repo contract must include the following:

a.    Securities which are acceptable for transfer are:

(1)    Direct U.S. governments, or

(2)    Federal agencies backed by the full faith and credit of the U.S. government (and FNMA & FHLMC).

b.    The term of the repos may be up to 30 days.

c.    The collateral must be delivered to the City, trustee (if trustee is not supplying the collateral) or third party acting as agent for the trustee (if the trustee is supplying the collateral) before/simultaneous with payment (perfection by possession of certificated securities).

d.    Valuation of Collateral.

(1)    The securities must be valued weekly, marked-to-market at current market price plus accrued interest.

(a)    The value of collateral must be equal to 104% of the amount of cash transferred by the municipal entity to the dealer bank or security firm under the repo plus accrued interest.  If the value of securities held as collateral slips below 104% of the value of the cash transferred by municipality, then additional cash and/or acceptable securities must be transferred.  If, however, the securities used as collateral are FNMA or FHLMC, then the value of collateral must equal 105%.

3.    Legal opinion which must be delivered to the City:

a.    Repo meets guidelines under state law for legal investment of public funds.

“Project” means the acquisition, construction, equipping and furnishing of certain improvements and additions to the System.

“Rating Agencies” means Moody’s, S&P and Fitch.

“Record Date” means the fifteenth day (whether or not a business day) of the calendar month next preceding an interest payment date.

“Refunded Bonds” means $19,685,000 principal amount of 1998 Series A Bonds maturing in the years 2009 through 2022 as shown on Exhibit H.

“Renewal and Replacement Account” means the Renewal and Replacement Reserve Account ratified and confirmed in Section 502 of this 2005 Bond Ordinance.

“Renewal and Replacement Requirement” shall mean, so long as the Outstanding Parity Bonds are Outstanding, the amount required to be on deposit in the Renewal and Replacement Account pursuant to the Original Ordinance, and thereafter, shall be the amount determined by the City as reasonably necessary for such purposes.

“Reserve Account Credit Facility” means any letter of credit, insurance policy, line of credit, or surety bond, together with any substitute or replacement therefor, if any, complying with the provisions of the 2005 Series A Bond Ordinance, thereby fulfilling all or a portion of the reserve requirement.

“Reserve Account Credit Facility Provider” means any provider of a Reserve Account Credit Facility.

“Revenues” means all revenues, income and rents accrued by the City from the ownership and operation of the System and the proceeds of any insurance covering business interruption loss relating to the System, including interest received on any moneys or securities held pursuant to the Ordinance and paid into the Water and Electric Account.

“S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “S&P” shall be deemed to refer to any other nationally recognized securities rating agency designated by the City Council and not objected to by the 2005 Bond Insurer by notice to the Trustee.

“Stated Maturity” when used with respect to any 2005 Series A Bond or any installment of interest thereon means the date specified in such 2005 Series A Bond and this 2005 Bond Ordinance as the fixed date on which the principal of such 2005 Series A Bond or such installment of interest is due and payable.

“Subordinate Bonds” means any Bonds issued on a junior lien basis to the Parity Bonds with respect to the pledge of the Net Revenues pursuant to the provisions of Section 1003 hereof.

“System” means (i) properties and assets relating to the City’s wholly-owned water and electric system to which legal title is vested in the City and all properties and assets acquired by the City as renewals and replacements, additions and expansion, and improvements thereto, as recorded in the books of the City pursuant to standard governmental accounting practices, and (ii) all renewals and replacements, additions and expansions and improvements thereto paid for or financed in whole or in part from Revenues, proceeds of Bonds, Subordinate Bonds or other funds under this 2005 Bond Ordinance.  System as used in the Ordinance shall not include any facilities for the generation of power and energy financed by the City through the issuance of obligations of the City which shall be secured in part by contracts with other utilities for the sale of the power and energy from such facilities.

“System Revenue Fund” means the System Revenue Fund ratified and confirmed in Section 502 of this 2005 Bond Ordinance.

“Tax Letter of Instructions” means the Tax Letter of Instructions dated as of the date of issuance of the 2005 Series A Bonds, from Sonnenschein Nath & Rosenthal LLP, as Bond Counsel, as amended and supplemented in accordance with the terms thereof.

“Term Bonds” means Bonds which mature on one principal Maturity Date yet a portion of which are required to be redeemed, prior to maturity, under a schedule of mandatory redemptions established by the 2005 Series A Bond Ordinance.

Section 102.    Authority for 2005 Bond Ordinance

.  This 2005 Bond Ordinance is adopted pursuant to the provisions of the Act, and is amendatory and supplemental to, and is authorized, executed and delivered in accordance with, Article II and Article X of the Original Ordinance.

Section 103.    Applicability of Original Ordinance and 2005 Bond Ordinance

.  Except as otherwise provided in this 2005 Bond Ordinance, the provisions of the Original Ordinance are hereby ratified, approved and confirmed and incorporated herein and shall be applicable to the authorization, execution, authentication, issuance, redemption, payment, sale and delivery of the 2005 Series A Bonds, the custody and the distribution of the proceeds and the security, payment, redemption and enforcement of payment thereof.

ARTICLE II.    

AUTHORIZATION AND SALE OF THE 2005 SERIES A BONDS

Section 201.    Authorization of the 2005 Series A Bonds

.      There is hereby authorized to be issued, sold and delivered a series of Water and Electric System Refunding and Improvement Revenue Bonds, 2005 Series A, of the City in the principal amount of $30,630,000 (the “Bonds”) for the purpose of (i) refunding the Refunded Bonds and financing the cost of the Project, (ii) making the necessary deposit to the 2005 Bond Reserve Account and (iii) paying certain costs incurred in connection with the issuance of the 2005 Series A Bonds, as provided in this 2005 Bond Ordinance.  The 2005 Series A Bonds shall be dated as of their date of initial issuance and delivery.  Each series of 2005 Series A Bonds shall be numbered in a convenient manner, established by the 2005 Series A Bond Registrar and shown by the 2005 Series A Bond Register.

The 2005 Series A Bonds and the 2005 Series A Bond Registrar’s Certificate of Authentication shall be in substantially the form set forth in Exhibit A attached hereto, with such variations, omissions, substitutions and insertions as are required or permitted by the Original Ordinance and this 2005 Bond Ordinance.

The 2005 Series A Bonds shall bear interest at the rates per annum set forth below, computed on the basis of a 360-day year consisting of twelve 30-day months, payable on each April 1 and October 1 of each year, beginning October 1, 2005, and shall mature annually on October 1 in the years and in the principal amounts as follows, unless earlier called for redemption:

SERIAL BONDS


Stated Maturity        Principal Amount        Annual Rate of Interest

2006  
$  330,000  
3.000%  
2007  
340,000  
3.000%  
2008  
350,000  
3.000%  
2009  
1,375,000  
3.500%  
2010  
1,430,000  
3.500%  
2011  
1,485,000  
3.500%  
2012  
1,535,000  
3.500%  
2013  
1,550,000  
3.500%  
2014  
1,615,000  
4.000%  
2015  
1,675,000  
4.000%  
2016  
1,755,000  
5.250%  
2017  
1,855,000  
5.250%  
2018  
1,950,000  
5.250%  
2019  
2,055,000  
5.000%  
2020  
2,150,000  
4.000%  
2021  
2,250,000  
5.000%  
2022  
2,370,000  
5.000%  
2023  
570,000  
4.125%  
2024  
595,000  
4.200%  
2025  
620,000  
4.250%  
2026  
650,000  
4.250%  
2027  
680,000  
4.300%  
2028  
705,000  
4.375%  
2029  
740,000  
4.375%  

TERM BONDS


Stated Maturity  
Principal Amount  
Annual Rate  
of Interest  

Section 202.    Award of Sale of the 2005 Series A Bonds

.  The 2005 Series A Bonds, are hereby awarded to Wachovia Bank, National Association at a purchase price of $31,831,370.05 (which is equal to 100% of the principal amount of the 2005 Series A Bonds, plus a premium of $1,381,780.75, less a discount of $180,410.70), plus accrued interest to the date of delivery of said 2005 Series A Bonds and at a true interest cost of 4.114163%, all in accordance with the terms of sale as set forth in the Notice of Bond Sale and in the Proposal (attached hereto as Exhibit A) for the Purchase of Water and Electric System Refunding and Improvement Revenue Bonds, 2005 Series A of the City of Columbia, Missouri, as authorized in the ordinance adopted by the City Council on May 2, 2005.

Section 203.    Preliminary and Final Official Statements

.  The Preliminary Official Statement, in substantially the form attached hereto as Exhibit B, is hereby ratified and approved with such changes in said Preliminary Official Statement as shall be approved by the Director of Finance of the City.  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 and as shall be approved by the Director of Finance of the City.  The City Manager and Director of Finance of the City are hereby authorized to execute the final Official Statement as so supplemented, amended and completed, and the use and public distribution of the Official Statement by the Original Purchaser in connection with the reoffering of the 2005 Series A Bonds is hereby authorized.  The proper officials of the City are hereby authorized to execute and deliver a certificate pertaining to such Official Statement, dated as of the date of payment for and delivery of the 2005 Series A Bonds.

For the purpose of enabling the Original Purchaser to comply with the requirements of Rule 15c212(b)(1) of the Securities and Exchange Commission, the City Council hereby authorizes the Director of Finance to deem 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 15c212(b)(1), and the Director of Finance is hereby authorized, if requested, to provide the Original Purchaser a letter or certification to such effect and to take such other actions or execute such other documents as such officer in his reasonable judgment deem necessary to enable the Original Purchaser to comply with the requirement of such Rule.

The City agrees to provide to the Original Purchaser within seven business days of the date of the sale of Bonds sufficient copies of the final Official Statement to enable the Original Purchaser to comply with the requirements of Rule 15c212(b)(4) of the Securities and Exchange Commission and with the requirements of Rule G32 of the Municipal Securities Rulemaking City Council.

Section 204.    Certificate of Net Revenues

.  The Certificate of Net Revenues, in substantially the form attached hereto as Exhibit C, is hereby approved with such changes as shall be approved by the Director of Finance of the City.

Section 205.    Security for the 2005 Series A Bonds

.  The 2005 Series A Bonds and the interest thereon shall constitute special obligations of the City payable solely from, and secured as to the payment of principal and interest by a pledge of, the Net Revenues derived from the operation and ownership of the System (excluding amounts payable to the United States pursuant to Section 148 of the Code) and other funds herein pledged, and such obligations shall not constitute general obligations or an indebtedness of the State of Missouri, the City, the City Council or of the individual members of the City Council. The Owners of the 2005 Series A Bonds shall have no right to demand payment out of funds raised or to be raised by taxation or appropriation.  In addition the 2005 Series A Bonds are secured by the provisions of the 2005 Bond Insurance Policy as provided herein.

The covenants and agreements of the City Council contained herein and in the 2005 Series A Bonds shall be for the equal benefit, protection, and security of the legal Owners of any or all of the 2005 Series A Bonds, all of which Bonds shall be of equal rank and without preference or priority of one Bond over any other Bond in the application of the revenues herein pledged to the payment of the principal of and the interest on the 2005 Series A Bonds, or otherwise, except as to rate of interest, date of maturity and right of prior redemption as provided in this 2005 Bond Ordinance.

The 2005 Series A Bonds shall stand on a parity and shall be equally and ratably secured with respect to the payment of principal and interest from the Net Revenues of the System and in all other respects with the Outstanding Parity Bonds. The 2005 Series A Bonds shall not have any priority with respect to the payment of principal or interest from the Net Revenues or otherwise over the Outstanding Parity Bonds nor over any other Water and Electric System Revenue Bonds of the City hereafter issued in accordance with the provisions of this 2005 Bond Ordinance and standing on a parity with the 2005 Series A Bonds, nor shall the Outstanding Parity Bonds or any other Water and Electric System Revenue Bonds of the City hereafter issued have any priority with respect to the payment of principal or interest from the Net Revenues or otherwise over the 2005 Series A Bonds.

Section 206.    Description of the 2005 Series A Bonds

.  The 2005 Series A Bonds shall consist of fully registered bonds without coupons, numbered from R1 consecutively upward in order of issuance, in the denomination of $5,000 or any integral multiple thereof.  The 2005 Series A Bonds shall be substantially in the form set forth in Article IV hereof, and shall be subject to registration, transfer and exchange as provided in Section 206 hereof.  The 2005 Series A Bonds shall be dated the date of their original issuance and delivery to the Original Purchaser.

Section 207.    Designation of Paying Agent and Bond Registrar

.  Bank of New York Trust Company, N.A., in St. Louis, Missouri, is hereby designated as the City’s paying agent for the payment of principal of, redemption premium, if any, and interest on the 2005 Series A Bonds and bond registrar with respect to the registration, transfer and exchange of 2005 Series A Bonds (the “Paying Agent and Bond Registrar”).  The City Manager and City Clerk are hereby authorized to execute on behalf of the City an agreement with said bank to act as Paying Agent and Bond Registrar for the 2005 Series A Bonds.  The Paying Agent and Bond Registrar shall be paid the usual fees for its services in connection therewith, which said fees shall be paid as other Operating Expenses of the System are paid.

Section 208.    Method and Place of Payment and Registration, Transfer and Exchange of 2005 Series A Bonds

.  The principal of, redemption premium, if any, and interest on the 2005 Series A Bonds shall be payable and shall be subject to registration, transfer and exchange in the manner as provided in the Original Ordinance.

Section 209.    Execution, Authentication and Delivery of the 2005 Series A Bonds

.  The Series 2005 Series A Bonds shall be executed in the manner set forth in the Original Ordinance and delivered to the Trustee for authentication and delivery to the Original Purchaser, but prior to or simultaneously with the authentication and delivery of the 205 Series A Bonds by the Trustee the following documents shall be filed with the Trustee:

(1)    An opinion of Bond Counsel, which may appear on the 2005 Series A Bonds, to the effect that (i) the City has the right and power under the Act as amended to the date of such opinion to adopt this 2005 Bond Ordinance, and this 2005 Bond Ordinance has been duly and lawfully adopted by the City, is in full force and effect and is valid and binding upon the City and enforceable in accordance with its terms, and no other authorization for this 2005 Bond Ordinance is required; (ii) this 2005 Bond Ordinance creates the valid pledge and security interest which it purports to create of the Revenues, moneys, securities and funds held or set aside under this 2005 Bond Ordinance, subject to the application thereof to the purposes and on the conditions permitted by this 2005 Bond Ordinance; and (iii) the 2005 Series A Bonds are valid and binding obligations of the City as provided in this 2005 Bond Ordinance, enforceable in accordance with their terms and the terms of this 2005 Bond Ordinance and entitled to the benefits of this 2005 Bond Ordinance and of the Act as amended to the date of such opinion, and such Bonds have been duly and validly authorized and issued in accordance with law, including the Act as amended to the date of such opinion, and in accordance with this 2005 Bond Ordinance; provided, however, that such Bond Counsel may qualify such opinion, insofar as the same relates to enforceability with respect to bankruptcy or other similar laws relating to the enforcement of creditors’ rights generally;

(2)    A copy of this 2005 Bond Ordinance authorizing the 2005 Series A Bonds, certified by the City Clerk, which shall specify or provide the manner of determining: (a) The maximum authorized principal amount, designation and Series of the 2005 Series A Bonds; (b) The purposes for which such 2005 Series A Bonds are being issued; (c) The date, and the maturity date or dates, of the 2005 Series A Bonds, provided that each maturity date shall fall upon an interest payment date; (d) The interest rate or rates of the 2005 Series A Bonds, and the interest payment dates therefor; (e) The denominations of and the manner of dating, numbering and lettering the 2005 Series A Bonds; (f) The Paying Agent or Paying Agents and Bond Registrar, and the manner and place or places of payment of the principal and redemption price, if any, of, and interest on, the 2005 Series A Bonds; (g) The redemption price or prices, if any, or provisions for determining redemption price or prices, if any, and, the redemption terms for the 2005 Series A Bonds or provisions for the redemption of the 2005 Series A Bonds; (h) If so determined by the City, provisions for the sale of the 2005 Series A Bonds; (i) The forms of the 2005 Series A Bonds and the Certificate of Authentication to be endorsed thereon; and (j) The amount, if any, to be deposited in the reserve account with respect to such Series;

(3)    A certificate of an Authorized Officer of the City stating that the City is not in default in the performance of any of the covenants, conditions, agreements or provisions contained in the Original Ordinance;

(4)    A request and authorization to the Paying Agent and Bond Registrar on behalf of the City, executed by an Authorized Officer of the City, to authenticate the 2005 Series A Bonds and deliver the 2005 Series A Bonds to the Original Purchasers therein identified upon payment to the City of the purchase price thereof, the Paying Agent and Bond Registrar being entitled to conclusively rely upon such request and authorization as to the names of the Original Purchasers and the amount of such purchase price; and

(5)    Such further documents, moneys and securities as are required by the provisions of this 2005 Bond Ordinance or the Original Ordinance.

Section 210.    BookEntry Bonds; Securities Depository

.  The 2005 Series A Bonds shall be in book-entry form and the provisions of Section 210 of the Original Ordinance shall apply to the 2005 Series A Bonds.

Section 211.    Continuing Disclosure Certificate

.  The City is authorized to enter into the Continuing Disclosure Certificate in substantially the form attached hereto as Exhibit D.  The City Manager is authorized to execute the Continuing Disclosure Certificate with such changes therein as such official deems appropriate, for and on behalf of and as the act and deed of the City.

Section 212.    Escrow Trust Agreement

.  The City is authorized to enter into the Escrow Trust Agreement between the City and the Escrow Agent in substantially the form attached hereto as Exhibit G.  The City Manager is authorized to execute the Escrow Trust Agreement with such changes therein as such official deems appropriate, for and on behalf of and as the act and deed of the City.

Section 213.    Verification of Certified Public Accountant; Discharge of Refunded Bonds. Prior to or concurrently with the issuance and delivery of the 2005 Series A Bonds and the creation of the Escrow Account provided for herein, the City shall obtain the certification of an independent certified public accountant that such accountant has verified the accuracy of the calculations that demonstrate that the moneys and obligations required to be deposited with the Escrow Agent pursuant to Section 601 and 602 of this 2005 Bond Ordinance and the Escrow Trust Agreement, together with the earnings to accrue thereon, will be sufficient for the timely payment of the principal of, redemption premium, if any, and interest on the Refunded Bonds as and when the same become due.

Section 214.    Redemption of Refunded Bonds. The Outstanding Refunded Bonds are hereby called for redemption and payment prior to maturity on October 1, 2008. Said Refunded Bonds shall be redeemed at the office of the bond registrar and paying agent for said bonds, on said redemption date by the payment of the principal thereof, together with the redemption premium and accrued interest thereon to the redemption date. The officers of the City and the paying agent for said Refunded Bonds are hereby authorized and directed to take such action as may be necessary in order to effect the redemption and payment of said Refunded Bonds as herein provided.

ARTICLE III.    


REDEMPTION OF BONDS

Section 301.    Redemption of 2005 Series A Bonds Generally

.  The 2005 Series A Bonds are subject to redemption prior to maturity in accordance with their terms and the terms and provisions set forth in this Article, subject to and in accordance with the applicable terms and provisions contained in Article III of the Original Ordinance.

Section 302.    Optional Redemption

.  At the option of the City, 2005 Series A Bonds or portions thereof maturing not later than October 1, 2016, and thereafter may be called for redemption and payment prior to the stated maturity thereof not later than October 1, 2015 and at any time thereafter, in whole at any time or in part on any interest payment date in any order of maturity selected by the City, at a redemption price equal to the principal amount thereof, plus accrued interest thereon to the redemption date.

ARTICLE IV.    

FORM OF 2005 Series A BONDS

Section 401.    Form of 2005 Series A Bonds

.  Each of the 2005 Series A Bonds, as originally issued or issued upon transfer, exchange or substitution, shall be in substantially the form set forth in Exhibit E.

ARTICLE V.    


ESTABLISHMENT AND RATIFICATION

OF FUNDS AND ACCOUNTS


Section 501.    Creation of Funds

.  There are hereby created and ordered to be established and held in the account of the City, separate and apart from all other funds and accounts, the following separate funds:

(a)    Water and Electric System Construction Account 2005 Series A (the “2005 Construction Account”);

(b)    Bond Account for Water and Electric System Refunding and Improvement Revenue Bonds, 2005 Series A (the “2005 Bond Account”);

(c)    Reserve Account for Water and Electric System Refunding and Improvement Revenue Bonds, 2005 Series A (the “2005 Bond Reserve Account”); and

(d)    Water and Electric System Revenue Refunding and Improvement Bond Rebate Account, 2005 Series A (the “2005 Rebate Account”).

(e)    Escrow Account for Water and Electric System Revenue Bonds, Series __ (the “Escrow Account”) provided further that the Escrow Account shall be held in trust and maintained by the Escrow Agent pursuant to the Escrow Trust Agreement.

Section 502.    Ratification of Funds and Accounts

.  The creation and establishment by the Original Ordinance of the following separate accounts are hereby ratified and confirmed:

(a)    Water and Electric Utility Fund of the City  (the “System Revenue Fund”) held in the name of the City by a Depository;

(b)    Water and Electric Bond Account (the “Bond Account”) which includes subaccounts for the 1992 Series A Bonds, the 1998 Series A Bonds, the 2002 Series A Bonds, the 2003 Series A Bonds, the 2004 Series A Bonds and the 2005 Series A Bonds each held by the respective Bond Registrar and Paying Agent for the related Series of the Bonds;

(c)    Water and Electric Reserve Account (the “Outstanding Parity Bond Reserve”) which includes subaccounts for the 1992 Series A Bonds, the 1998 Series A Bonds, the 2002 Series A Bonds in the custody of the Trustee pursuant to the Outstanding Parity Bond Ordinance, and a subaccount for each Series of the 2003 Series A Bonds, the 2004 Series A Bonds and the 2005 Series A Bonds held by the City;

(d)    Water and Electric Construction Account (the “Construction Account”) held in the name of the City by a Depository;

(e)    Water and Electric Renewal and Replacement Account (the “Renewal and Replacement Account”) held in the name of the City by a Depository; and

(f)    Water and Electric Expense Account (the “Expense Account”) held in the name of the City by a Depository.

Section 503.    Administration of Funds and Accounts

.  The funds and accounts established or ratified pursuant to Sections 501 and 502 hereof shall be maintained and administered by the City, the Paying Agent and Bond Registrar, or the Escrow Agent, as the case may be, solely for the purposes and in the manner as provided in the Original Ordinance and this 2005 Bond Ordinance.

ARTICLE VI.    


APPLICATION OF BOND PROCEEDS AND OTHER MONEYS

Section 601.    Disposition of Series A Bond Proceeds and Other Moneys

.  The proceeds received from the sale of the Series A Bonds, including any accrued interest thereon, shall be deposited simultaneously with the delivery of the Series A Bonds, as follows:

(a)    There shall be deposited in the 2005 Bond Account any amount received on account of accrued interest on the Series A Bond.

(b)    The sum equal to the 2005 Reserve Requirement shall be deposited in the 2005 Bond Reserve Account from available funds of the System.

(c)    There shall be deposited in the 2005 Construction Account the sum of $11,310,749.25.

(d)    The remaining proceeds of the 2005 Series A Bonds shall be deposited in the Escrow Account pursuant to the Escrow Trust Agreement.

Section 602.    Disposition of Other Moneys

.  Concurrently with the issuance and delivery of the 2005 Series A Bonds, there shall be deposited in the Escrow Account pursuant to the Escrow Trust Agreement all moneys on deposit in the principal and interest account and the bond reserve account with respect to the Refunded Bonds and other available funds of the City in an amount sufficient, together with all other moneys deposited therein, to pay the principal of, premium if any, and accrued interest on the Refunded Bonds on October 1, 2008 (the “Redemption Date”).

Section 603.    Application of Moneys in the Escrow Account

.  The Escrow Account shall be maintained in the custody of the Escrow Agent.  Moneys in the Escrow Account shall be applied solely to the payment of the principal of, redemption premium, if any, and interest on the Refunded Bonds in accordance with the provisions of the Escrow Trust Agreement.

Section 604.    Required Deposits into and Application of Moneys in the Outstanding Parity Bond Reserve, the 2005 Bond Reserve Account  and Any Reserve Accounts Established For Additional Bonds

.

(a)    So long as any of the Outstanding Parity Bonds remain Outstanding and unpaid, the total funds on deposit in the various subaccounts in the Outstanding Parity Bond Reserve, the 2005 Bond Reserve Account, and any reserve account established to secure any Additional Bonds that are hereafter issued, shall aggregate the maximum cumulative debt service payable in any Fiscal Year on the Outstanding Parity Bonds, the 2005 Series A Bonds and any such Additional Bonds that are hereafter issued.

[(b)    The 2005 Reserve Requirement for the 2005 Series A Bonds shall be determined at the beginning of each Fiscal Year and shall be the maximum principal and interest coming due, whether at maturity or upon mandatory redemption (the “Reserve Requirement”); payable on the 2005 Series A Bonds during such Fiscal Year or any subsequent Fiscal Year.  Except as otherwise provided in the Original Ordinance, amounts held in the 2005 Bond Reserve Account shall be applied only to the payment of the principal of, premium, if any, or interest on the 2005 Series A Bonds.]

(c)    The City may provide, in lieu of any amounts required to be on deposit in the 2005 Bond Reserve Account, a bond insurance policy in favor of the Trustee issued by an insurance company rated AAA or its equivalent by one of the Rating Agencies and sufficient, in the opinion of the Trustee, to provide to the Bondowners the amounts which would otherwise have been on deposit in such Reserve Account at the times the Bondowners would have otherwise received such amounts.

ARTICLE VII.    


BOND INSURANCE

Section 701.    The 2005 Bond Insurance Policy

.  The City shall obtain the 2005 Bond Insurance Policy guaranteeing the payment of the principal of and interest on the 2005 Series A Bonds.  The 2005 Bond Insurer or its designated agent shall be given access to the registration books kept by the Paying Agent and Bond Registrar upon the occurrence of an event requiring payment by the 2005 Bond Insurer  under the 2005 Bond Insurance Policy.  The 2005 Bond Insurance Policy shall insure the payment of the 2005 Series A Bonds as provided in Exhibit F hereto and the restrictions set forth in the commitment for the 2005 Bond Insurance Policy as provided in Exhibit F hereto shall be a part of this 2005 Bond Ordinance.  Notwithstanding any provision of the Original Ordinance or this 2005 Bond Ordinance to the contrary:

(a)    The prior written consent of the 2005 Bond Insurer shall be a condition precedent to the deposit of any credit instrument provided in lieu of a cash deposit into the 2005 Debt Service Reserve Account. Notwithstanding anything to the contrary set forth in this 2005 Bond Ordinance, amounts on deposit in the 2005 Debt Service Reserve Account shall be applied solely to the payment of debt service on the 2005 Series A Bonds.

(b)    The maturity of 2005 Series A Bonds insured by the 2005 Bond Insurer shall not be accelerated without the consent of the 2005 Bond Insurer and in the event the maturity of the 2005 Series A Bonds is accelerated, the 2005 Bond Insurer may elect, in its sole discretion, to pay accelerated principal and interest accrued, on such principal to the date of acceleration (to the extent unpaid by the City) and the Trustee shall be required to accept such amounts. Upon payment of such accelerated principal and interest accrued to the acceleration date as provided above, the 2005 Bond Insurer’s obligations under the 2005 Bond Insurance Policy with respect to such 2005 Series A Bonds shall be fully discharged.

(c)    No grace period for a covenant default shall exceed 30 days, nor be extended for more than 60 days, without the prior written consent of the 2005 Bond Insurer.  No grace period shall be permitted for payment defaults.

(d)    The 2005 Bond Insurer shall be a third party beneficiary to this 2005 Bond Ordinance.

(e)    No modification or amendment to this 2005 Bond Ordinance or any other transaction document including any underlying security agreement (each a “Related Document”) may become effective except upon obtaining the prior written consent of the 2005 Bond Insurer. Copies of any modification or amendment to this 2005 Bond Ordinance or any other Related Document shall be sent to Standard & Poor’s Credit Market Services and Moody’s Investors Service, Inc. at least 10 days prior to the effective date thereof.

(f)    Unless the 2005 Bond Insurer otherwise directs, upon the occurrence and continuance of an Event of Default or the occurrence and continuance of an event which with notice or lapse of time or both would constitute an Event of Default amounts on deposit in the 2005 Construction Account shall not be disbursed but shall instead be applied to the payment of debt service or redemption price of the 2005 Series A Bonds.

(g)    The rights granted to the 2005 Bond Insurer under this 2005 Bond Ordinance or any other Related Document to request, consent to or direct any action are rights granted to the 2005 Bond Insurer in consideration of its issuance of the 2005 Bond Insurance Policy.  Any exercise by the 2005 Bond Insurer of such rights is merely an exercise of the 2005 Bond Insurer’s contractual rights and shall not be construed or deemed to be taken for the benefit or on behalf of the Bondholders nor does such action evidence any position of the 2005 Bond Insurer, positive or negative, as to whether Bondholder consent is required in addition to consent of the 2005 Bond Insurer.

(h)    Only (1) cash, (2) noncallable direct obligations of the United States of America (“Treasuries”), (3) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated, (4) prerefunded municipal obligations rated “AAA” and “Aaa” by S&P and Moody’s, respectively or (5) securities eligible for “AAA” defeasance under then existing criteria of S & P or any combination thereof, shall be authorized to be used to effect defeasance of the 2005 Series A Bonds unless the 2005 Bond Insurer otherwise approves.

To accomplish defeasance the City shall cause to be delivered (i) a report of an independent firm of nationally recognized certified public accountants or such other accountant as shall be acceptable to the 2005 Bond Insurer (“Accountant”) verifying the sufficiency of the escrow established to pay the 2005 Series A Bonds in full on the maturity or redemption date (“Verification”), (ii) an Escrow Deposit Agreement (which shall be acceptable in form and substance to the 2005 Bond Insurer), (iii) an opinion of nationally recognized bond counsel to the effect that the 2005 Series A Bonds are no longer “Outstanding” under this 2005 Bond Ordinance and (iv) if there is a Trustee for the 2005 Series A Bonds a certificate of discharge of the Trustee with respect to the 2005 Series A Bonds; each Verification and defeasance opinion shall be acceptable in form and substance, and addressed, to the City, the Trustee and the 2005 Bond Insurer. The 2005 Bond Insurer shall be provided with final drafts of the abovereferenced documentation not less than five business days prior to the funding of the escrow.

2005 Series A Bonds shall be deemed “Outstanding” under this 2005 Bond Ordinance unless and until they are in fact paid and retired or the above criteria are met.

(i)    Amounts paid by the 2005 Bond Insurer under the 2005 Bond Insurance Policy shall not be deemed paid for purposes of this 2005 Bond Ordinance and shall remain Outstanding and continue to be due and owing until paid by the City in accordance with this 2005 Bond Ordinance.  This 2005 Bond Ordinance shall not be discharged unless all amounts due or to become due to the 2005 Bond Insurer have been paid in full or duly provided for.

(j)    Claims Upon the 2005 Bond Insurance Policy and Payments by and to the 2005 Bond Insurer.

If, on the third Business Day prior to the related scheduled interest payment date or principal payment date (“Payment Date”) there is not on deposit with the Trustee, after making all transfers and deposits required under this 2005 Bond Ordinance, moneys sufficient to pay the principal of and interest on the 2005 Series A Bonds due on such Payment Date, the Trustee shall give notice to the Bond 2005 Bond Insurer and to its designated agent (if any) (the “2005 Bond Insurer’s Fiscal Agent”) by telephone or telecopy of the amount of such deficiency by 12:00 noon, New York City time, on such Business Day. If, on the second Business Day prior to the related Payment Date, there continues to be a deficiency in the amount available to pay the principal of and interest on the 2005 Series A Bonds due on such Payment Date, the Trustee shall make a claim under the 2005 Bond Insurance Policy and give notice to the 2005 Bond Insurer and the 2005 Bond Insurer’s Fiscal Agent (if any) by telephone of the amount of such deficiency, and the allocation of such deficiency between the amount required to pay interest on the 2005 Series A Bonds and the amount required to pay principal of the 2005 Series A Bonds, confirmed in writing to the 2005 Bond Insurer and the 2005 Bond Insurer’s Fiscal Agent by 12:00 noon, New York City time, on such second Business Day by filling in the form of Notice of Claim and Certificate delivered with the 2005 Bond Insurance Policy.

In the event the claim to be made is for a mandatory sinking fund redemption installment, upon receipt of the moneys due, the Trustee shall authenticate and deliver to affected Bondholders who surrender their 2005 Series A Bonds a new Bond or 2005 Series A Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond surrendered. The Trustee shall designate any portion of payment of principal on 2005 Series A Bonds paid by the 2005 Bond Insurer, whether by virtue of mandatory sinking fund redemption, maturity or other advancement of maturity, on its books as a reduction in the principal amount of 2005 Series A Bonds registered to the then current Bondholder, whether DTC or its nominee or otherwise, and shall issue a replacement Bond to the 2005 Bond Insurer, registered in the name of Financial Security Assurance Inc., in a principal amount equal to the amount of principal so paid (without regard to authorized denominations); provided that the Trustee’s failure to so designate any payment or issue any replacement Bond shall have no effect on the amount of principal or interest payable by the City on any Bond or the subrogation rights of the 2005 Bond Insurer.

The Trustee shall keep a complete and accurate record of all funds deposited by the 2005 Bond Insurer into the Policy Payments Account (defined below) and the allocation of such funds to payment of interest on and principal paid in respect of any Bond. The 2005 Bond Insurer shall have the right to inspect such records at reasonable times upon reasonable notice to the Trustee.

Upon payment of a claim under the 2005 Bond Insurance Policy the Trustee shall establish a separate special purpose trust account for the benefit of Bondholders referred to herein as the “Policy Payments Account” and over which the Trustee shall have exclusive control and sole right of withdrawal. The Trustee shall receive any amount paid under the 2005 Bond Insurance Policy in trust on behalf of Bondholders and shall deposit any such amount in the Policy Payments Account and distribute such amount only for purposes of making the payments for which a claim was made.  Such amounts shall be disbursed by the Trustee to Bondholders in the same manner as principal and interest payments are to be made with respect to the 2005 Series A Bonds under the sections hereof regarding payment of 2005 Series A Bonds. It shall not be necessary for such payments to be made by checks or wire transfers separate from the check or wire transfer used to pay debt service with other funds available to make such payments. Notwithstanding anything to the contrary otherwise set forth in this 2005 Bond Ordinance, and to the extent permitted by law, in the event amounts paid under the 2005 Bond Insurance Policy are applied to claims for payment of principal of or interest on the 2005 Series A Bonds, interest on such principal of and interest on such 2005 Series A Bonds shall accrue and be payable from the date of such payment at the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank or its successor at its principal office in the City of New York, as its prime or base lending rate plus 3%, and (ii) the then applicable rate of interest on the 2005 Series A Bonds provided that in no event shall such rate exceed the maximum rate permissible under applicable usury or similar laws limiting interest rates.

Funds held in the Policy Payments Account shall not be invested by the Trustee and may not be applied to satisfy any costs, expenses or liabilities of the Trustee.  Any funds remaining in the Policy Payments Account following a Bond payment date shall promptly be remitted to the 2005 Bond Insurer.

(k)    The 2005 Bond Insurer shall, to the extent it makes any payment of principal of or interest on the 2005 Series A Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the 2005 Bond Insurance Policy. The obligations to the 2005 Bond Insurer shall survive discharge or termination of the Related Documents.

(l)    The City shall pay or reimburse the 2005 Bond Insurer any and all charges, fees, costs and expenses which the 2005 Bond Insurer may reasonably pay or incur in connection with (i) the administration, enforcement, defense or preservation of any rights or security in any Related Document; (ii) the pursuit of any remedies under this 2005 Bond Ordinance or any other Related Document or otherwise afforded by law or equity, (iii) any amendment, waiver or other action with respect to, or related to, this 2005 Bond Ordinance or any other Related Document whether or not executed or completed, (iv) the violation by the City or the Obligor of any law, rule or regulation, or any judgment, order or decree applicable to it or (v) any litigation or other dispute in connection with this 2005 Bond Ordinance or any other Related Document or the transactions contemplated thereby, other than amounts resulting from the failure of the 2005 Bond Insurer to honor its obligations under the 2005 Bond Insurance Policy. The 2005 Bond Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of this 2005 Bond Ordinance or any other Related Document.

(m)    After payment of reasonable expenses of the Trustee, the application of funds realized upon default shall be applied to payment of expenses of the City or rebate only after the payment of debt service due and past due on the 2005 Series A Bonds, together with replenishment of the 2005 Debt Service Reserve Account.

(n)    The 2005 Bond Insurer shall be entitled to pay principal or interest on the 2005 Series A Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the City (as such terms are defined in the 2005 Bond Insurance Policy) and any amounts due on the 2005 Series A Bonds as a result of acceleration of the maturity thereof in accordance with this 2005 Bond Ordinance, whether or not the 2005 Bond Insurer has received a Notice of Nonpayment (as such terms are defined in the 2005 Bond Insurance Policy) or a claim upon the 2005 Bond Insurance Policy.

(o)    The notice address of the 2005 Bond Insurer is:  Financial Security Assurance Inc., 350 Park Avenue, New York, New York 100226022, Attention: Managing Director – Surveillance, Re: Policy No.     , Telephone: (212) 8260100; Telecopier: (212) 3393556. In each case in which notice or other communication refers to an Event of Default, then a copy of such notice or other communication shall also be sent to the attention of the General Counsel and shall be marked to indicate “URGENT MATERIAL ENCLOSED.”

(p)    The 2005 Bond Insurer shall be provided with the following information:

Annual audited financial statements within 150 days after the end of the City’s fiscal year (together with a certification of the City that it is not aware of any default or Event of Default under this 2005 Bond Ordinance), and the City’s annual budget within 30 days after the approval thereof together with such other information, data or reports as the 2005 Bond Insurer shall reasonably request from time to time;

Notice of any draw upon the 2005 Debt Service Reserve Account within two Business Days after knowledge thereof other than (i) withdrawals of amounts in excess of the Debt Service Reserve Requirement and (ii) withdrawals in connection with a refunding of 2005 Series A Bonds;

Notice of any default known to the Trustee [or the City] within five Business Days after knowledge thereof;

Prior notice of the advance refunding or redemption of any of the 2005 Series A Bonds, including the principal amount, maturities and CUSIP numbers thereof;

Notice of the resignation or removal of the Trustee, Paying Agent and Bond Registrar and the appointment of, and acceptance of duties by, any successor thereto;

Notice of the commencement of any proceeding by or against the City or the Obligor commenced under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”);

Notice of the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment of principal of, or interest on, the 2005 Series A Bonds;

A full original transcript of all proceedings relating to the execution of any amendment or supplement to the Related Documents; and

All reports, notices and correspondence to be delivered to Bondholders under the terms of the Related Documents.

(q)    Notwithstanding satisfaction of other conditions to the issuance of Additional 2005 Series A Bonds contained in this 2005 Bond Ordinance, no such issuance may occur (1) should any Event of Default (or any event which, once all notice or grace periods have passed, would constitute an Event of Default) have occurred and be continuing unless such default shall be cured upon such issuance and (2) unless the 2005 Debt Service Reserve Account is fully funded at its requirement (including the new issue) upon the issuance of such Additional 2005 Series A Bonds, in either case unless otherwise permitted by the 2005 Bond Insurer.

(r)    In determining whether any amendment, consent or other action to be taken, or any failure to act, under this 2005 Bond Ordinance would adversely affect the security for the 2005 Series A Bonds or the rights of the Bondholders, the Trustee shall consider the effect of any such amendment, consent, action or inaction as if there were no 2005 Bond Insurance Policy.

(s)    No contract shall be entered into nor any action taken by which the rights of the 2005 Bond Insurer or security for or sources of payment of the 2005 Series A Bonds may be impaired or prejudiced in any material respect except upon obtaining the prior written consent of the 2005 Bond Insurer.

(t)    At least three business days prior to the proposed date for delivery of the Policy with respect to the Refunding 2005 Series A Bonds, the 2005 Bond Insurer shall also receive (i) the verification letter, of which Financial Security shall be an addressee, by an independent firm of certified public accountants which is either nationally recognized or otherwise acceptable to the 2005 Bond Insurer, of the adequacy of the escrow established to provide for the payment of the Refunded 2005 Series A Bonds in accordance with the terms and provisions of the Escrow Deposit Agreement, and (ii) the form of an opinion of Bond Counsel addressed to the 2005 Bond Insurer (or a reliance letter relating thereto) to the effect that the Escrow Deposit Agreement is a valid and binding obligation of the parties thereto enforceable in accordance with its terms (such Escrow Deposit Agreement to provide that only with the 2005 Bond Insurer consent may an amendment occur).  An executed copy of each of such opinion and reliance letter, if applicable, or Trustee’s discharge certificate, as the case may be, shall be forwarded to the 2005 Bond Insurer prior to delivery of the 2005 Series A Bonds.

    

Section 702.    Investment of Funds

.  Subject to the applicable requirements of the Original Ordinance so long as any of the Outstanding Parity Bonds remain Outstanding, moneys held in any Fund or Account referred to in this 2005 Bond Ordinance may be invested by the City in accordance with the Tax Compliance Certificate, in Permitted Investments.  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 or Account was created provided that no investment in the 2005 Bond Reserve Account may have a maturity more than five years after the date of the investment without the approval of the 2005 Bond Insurer.  All interest on any investments held in any Fund or Account shall accrue to and become a part of such Fund or Account.  In determining the amount held in any Fund or Account under any of the provisions of this 2005 Bond Ordinance, obligations shall be valued as of March 15 and November 15 of each year at the market value thereof (exclusive of accrued interest) taking into account any contracts relating to the obligations held in such Fund or Account.  If and when the amount held in any Fund or Account shall be in excess of the amount required by the provisions of this 2005 Bond Ordinance, such excess shall be paid and credited to the System Revenue Fund.

ARTICLE VIII.    


PARTICULAR COVENANTS OF THE CITY

The City Council covenants and agrees, on behalf of itself and the City, with each of the Original Purchaser and owners of any of the 2005 Series A Bonds, that so long as any of the 2005 Series A Bonds remain Outstanding and unpaid, as follows and subject to the applicable requirements of the Original Ordinance so long as any of the Outstanding Parity Bonds remain Outstanding:

Section 801.    Performance of Duties

.  The City Council will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in this 2005 Bond Ordinance and in each and every Bond executed and delivered hereunder; that it will promptly pay or cause to be paid, but solely from the Trust Estate, the principal of and interest on every Bond issued hereunder, on the dates and in the places and manner prescribed in such Bond, and that it will, prior to the maturity of each installment of interest and prior to the maturity of each such Bond, at the times and in the manner prescribed herein, deposit or cause to be deposited, from the Net Revenues pledged, the amounts of money specified herein.  All Bonds, when paid, shall be cancelled by the Paying Agent and Bond Registrar.

Section 802.    Legal Authority

.  The City Council is duly authorized under the Act, to issue the 2005 Series A Bonds, it is lawfully qualified to pledge the Net Revenues of the System and other income pledged to the payment of the 2005 Series A Bonds in the manner prescribed herein and has lawfully exercised such rights, all action on its part for the creation and issuance of the 2005 Series A Bonds has been duly and effectively taken, and the 2005 Series A Bonds in the hands of the owners thereof are and will be valid and enforceable special obligations of the City in accordance with their terms.

Section 803.    Bondowner’s and 2005 Bond Insurer’s Right of Inspection

.  The Owner or Owners of any of the 2005 Series A Bonds and the 2005 Bond Insurer shall have the right at all reasonable times to inspect the System and all records, accounts and data relating thereto, and any such Owner shall be furnished all such information concerning the System and the operation thereof which such Owner may reasonably request.

Section 804.    Contract

.  The provisions of this 2005 Bond Ordinance shall constitute a contract between the City, acting by and through the City Council, and the owners of the 2005 Series A Bonds herein authorized to be issued, and each of them, and the said City Council hereby pledges its good faith to the performance of each and every covenant thereof.

Section 805.    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 gross income for federal income tax purposes of the interest on the 2005 Series A Bonds and (2) it will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income of the interest on the 2005 Series A Bonds.  The City will, in addition, adopt such other ordinances or Ordinances and take such other actions as may be necessary to comply with the Code and with all other applicable future laws, regulations, published rulings and judicial decisions, in order to ensure that the interest on the 2005 Series A 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 comply with all requirements of Section 148 of the Code to the extent applicable to the 2005 Series A Bonds, (2) it will use the proceeds of the 2005 Series A Bonds as soon as practicable and with all reasonable dispatch for the purposes for which the 2005 Series A Bonds are issued, and (3) it will not invest or directly or indirectly use or permit the use of any proceeds of the 2005 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 2005 Series A Bonds to be “arbitrage bonds” within the meaning of 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 2005 Series A Bonds from time to time.  This covenant shall survive payment in full or defeasance of the 2005 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 Compliance Certificate. Notwithstanding anything to the contrary contained herein, the Tax Compliance Certificate may be amended or replaced if, in the opinion of Bond Counsel, such amendment or replacement will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the 2005 Series A Bonds.

(d)    The City covenants and agrees that (to the extent within its power or direction) it will not use any portion of the proceeds of the 2005 Series A Bonds, including any investment income earned on such proceeds, directly or indirectly, (1) in a manner that would cause any Bond to be a “private activity bond” (other than qualified §501(c)(3) bonds) within the meaning of Section 141(a) of the Code, or (2) to make or finance loans to persons who are not taxexempt organizations.  For purposes of the preceding sentence, a loan to an organization described in Section 501(c)(3) of the Code for use with respect to an unrelated trade or business, determined according to Section 513(a) of the Code, constitutes a loan to a person who is not a taxexempt organization.

(e)    The foregoing covenants shall remain in full force and effect notwithstanding the defeasance of the 2005 Series A Bonds pursuant to the provisions of the Original Ordinance and  this 2005 Bond Ordinance, until the final maturity date of all Bonds Outstanding.

ARTICLE IX.    


AMENDMENTS

Section 901.    Amendments

.  Subject to the provisions hereinafter set forth, the rights and duties of the City, the City Council and the Bondowners, and the terms and provisions of the 2005 Series A Bonds or of this 2005 Bond Ordinance, may be amended or modified at any time in any respect by Ordinance of the City Council with the written consent of the Owners of not less than a majority in aggregate principal amount of the 2005 Series A Bonds then Outstanding and the 2005 Bond Insurer such consent to be evidenced by an instrument or instruments executed and acknowledged by such Owners and the 2005 Bond Insurer in like manner as a deed for the conveyance of real estate in the State of Missouri and accompanied by appropriate proof of ownership of the 2005 Series A Bond or Bonds with respect to which such consent is given, which said instruments shall be filed with the City Clerk, provided always:

(a)    that the obligation of said City Council to pay the principal of the 2005 Series A Bonds at maturity, and the interest thereon, as the same from time to time become due, shall continue unimpaired and the maturity of any payment of principal or interest due upon any Bond shall not be extended;

(b)    that no modification shall give any Bond or Bonds any preference over any other Bond or Bonds hereby authorized; and

(c)    that no modification shall reduce the percentage of Bonds required for the modification or alteration of the terms and provisions of the 2005 Series A Bonds or of the Original Ordinance or this 2005 Bond Ordinance.

Any provision of the 2005 Series A Bonds or of the Original Ordinance or this 2005 Bond Ordinance may, however, be amended or modified by Ordinance duly adopted by the City Council at any time in any respect with the written consent of the Owners of all of the 2005 Series A Bonds at the time Outstanding and the 2005 Bond Insurer, if any.

Without the consent of Bondowners, but with the notice to the 2005 Bond Insurer the City Council may amend or supplement the Original Ordinance and this 2005 Bond 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.

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 consent to such modification by the requisite Owners of the 2005 Series A Bonds then Outstanding and the 2005 Bond Insurer , if any.  It shall not be necessary to note on any of the Outstanding Bonds any reference to such amendment or modification.

The City Clerk shall furnish a complete, executed original transcript of proceedings had in connection with any amendment of, or supplement to, the Original Ordinance or this 2005 Bond Ordinance to the 2005 Bond Insurer and to each Rating Service if then rating the 2005 Series A Bonds, within 30 days of the effective date of such amendment or supplementation.

ARTICLE X.    


MISCELLANEOUS PROVISIONS

Section 1001.    Notices, Consents and Other Instruments

.  Any notice, consent, request, direction, approval, objection or other instrument required by this 2005 Bond Ordinance 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 2005 Bond Ordinance, and shall be conclusive in favor of the City and the Paying Agent and Bond Registrar 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 registration books of the City maintained by the Paying Agent and Bond Registrar.

Any notice that is required to be given to a Owner of a Bond, to the Paying Agent or otherwise pursuant to this 2005 Bond Ordinance shall also be provided to the 2005 Bond Insurer , if any.  All notices required to be given to the 2005 Bond Insurer under this 2005 Bond Ordinance shall be in writing and shall be sent by registered or certified mail addressed to the 2005 Bond Insurer at the address set forth in Section 701 hereof.

Section 1002.    Further Authority

.  The officers of the City, including the City Manager, Director of Finance, City Clerk, and Director of Finance, shall be, and they hereby are, authorized and directed to execute all agreements, documents and certificates and take such actions as they may deem necessary or advisable in order to carry out and perform the purposes of this 2005 Bond Ordinance and to make 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 1003.    Matters Pertaining to the 2005 Bond Insurer

.  Except with respect to matters listed in parts (a), (b) and (c) of Section 901 requiring consent of all of the Owners of the 2005 Series A Bonds then Outstanding, the 2005 Bond Insurer  shall be deemed to be the sole Owner of the 2005 Series A Bonds insured by it for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the Registered Owners of the 2005 Series A Bonds insured by it are entitled to take pursuant to this 2005 Bond Ordinance.

Anything contained in this 2005 Bond Ordinance or in the 2005 Series A Bonds to the contrary notwithstanding, the existence of all rights given to the 2005 Bond Insurer  under this 2005 Bond Ordinance with respect to the giving of consents or approvals or the direction of proceedings are expressly conditioned upon its timely and full performance of its payment obligations under the 2005 Bond Insurance Policy.  Any exercise by the 2005 Bond Insurer  of such rights is merely an exercise of the 2005 Bond Insurer ‘s contractual rights and shall not be construed or deemed to be taken for the benefit or on behalf of the 2005 Series A Bondowner nor does such action evidence any position of the 2005 Bond Insurer  positive or negative, as to whether Bondowner consent is required in addition to the 2005 Bond Insurer , if any.  Any such rights shall not apply if at any time the 2005 Bond Insurer  fails to make any payment pursuant to the 2005 Bond Insurance Policy or has been judged insolvent; provided, that the Indenture shall not in any way limit or affect the rights of the 2005 Bond Insurer  as a Bondowner, as subrogee of a Bondowner, as assignee of a Bondowner or as subrogee of the Trustee or to otherwise be reimbursed and indemnified for its costs and expenses and other payment on or in connection with the 2005 Series A Bonds or the 2005 Bond Insurance Policy either by operation of law or at equity or by contract.

Section 1004.    Severability

.  If any section, subsection, paragraph, sentence, clause, or phrase of this 2005 Bond Ordinance, or of the 2005 Series A Bonds, shall ever be held to be unconstitutional or otherwise invalid by any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this 2005 Bond Ordinance, or of the 2005 Series A Bonds, but this 2005 Bond Ordinance, and the 2005 Series A Bonds shall be construed and enforced as if such illegal or invalid provision had not been contained herein or therein.

Section 1005.    Governing Law

.  This 2005 Bond Ordinance shall be governed exclusively by and constructed in accordance with the applicable laws of the State of Missouri.

Section 1006.    Effective Date

.  This 2005 Bond Ordinance shall take effect and be in full force from and after its adoption by the City Council.

PASSED this 2nd day of  May, 2005.