Section 110-494; Ord. 20419; Authorizing the issuance and sale of Water and Electric System Revenue Bonds (Bank Qualified), 2009 Series A, of the City of Columbia, Missouri


Ordinance No. 20419                            Council Bill No. B 268-09 A

AN ORDINANCE

authorizing the issuance and sale of Water and Electric System Revenue Bonds (Bank Qualified), 2009 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; 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 prescribing other matters relating thereto; 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, 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, on May 17, 2005, the City issued and delivered $30,630,000 aggregate principal amount of Water and Electric System Refunding and Improvement Bonds, 2005 Series A (the “2005 Series A Bonds”), pursuant to Ordinance No. 018501 adopted May 2, 2005 (the “2005 Bond Ordinance”), for the purpose of refinancing a portion of the Series 2005A Bonds and of paying the cost of extending, expanding, improving, repairing, replacing and equipping the System; 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, 2008 (the “2008 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 Thirty Eight Million Nine Hundred Forty Thousand Dollars ($38,940,000) 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 2008 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 2008 Election on said question voted in favor of the issuance of said Bonds, the vote on said Question having been as follows: 39,908 votes for the issuance of said bonds and 11,386 votes against the issuance of said bonds; and

WHEREAS, no revenue bonds of the City have been issued pursuant to the authority of the 2008 Election and the City is authorized by the Act and the 2008 Election to issue its revenue bonds in the principal amount of $38,940,000 for the purpose of paying the cost of extending, expanding, improving, repairing, replacing and equipping the System; and

WHEREAS, the City now finds it necessary and in the best interests of the City to adopt this 2009 Bond Ordinance (the “2009A Ordinance”) authorizing the issuance of the City’ s Water and Electric System Revenue Bonds (Bank Qualified), 2009 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 2009 Series A Bonds for such purpose; and

WHEREAS, the 2009 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, the 2004 Series A Bonds, and the 2005 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 2009 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 2009 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 2009 Series A Bonds were received on September 21, 2009 and the best offer therefor was submitted by Morgan Keegan & Co, Inc., 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 in the Recitals hereto and elsewhere in this 2009 Bond Ordinance, the following words and terms as used in this 2009 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” means the Water and Electric System Improvement Revenue Bonds, 2004 Series A, of the City, issued pursuant to the 2004 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 Water and Electric System Refunding and Improvement Revenue Bonds, 2005 Series A, of the City, issued pursuant to the 2005 Bond Ordinance.

2005 Bond Ordinance” means to Ordinance No. 018501 adopted on May 2, 2005, which authorized $30,630,000 principal amount of Water and Electric System Refunding and  Improvement Revenue Bonds, 2005 Series A of the City.

 “ 2009 Series A Bonds” or the “Bonds” means the City’ s Water and Electric System Revenue Bonds (Bank Qualified), 2009 Series A.

2009 Bond Account” means the Principal and Interest Account for Water and Electric System Revenue Bonds (Bank Qualified), 2009 Series A, created in Section 501 of this 2009 Bond Ordinance.

2009 Bond Ordinance” means this Ordinance No. 020419 adopted on September 21, 2009, which authorizes $16,725,000 principal amount of Water and Electric System Revenue Bonds (Bank Qualified), 2009 Series A of the City.

2009 Bond Reserve Account” means the Reserve Account for Water and Electric System Revenue Bonds (Bank Qualified), 2009 Series A, created in Section 501 of this 2009 Bond Ordinance.

2009 Construction Account” means the Water and Electric System Construction Account - 2009 Series A created in Section 501 of this 2009 Bond Ordinance.

2009 Rebate Account” means the Water and Electric System Refunding and Improvement Revenue Bond Rebate Account, 2009 Series A created in Section 501 of this 2009 Bond Ordinance.

2009 Reserve Requirement” means initially $1,385,685.71 and thereafter the reserve requirement for the 2009 Series A Bonds determined in accordance with Section 602 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 hereof.

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

Bond Counsel” means Thompson Coburn 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 Bond Registrar.

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 Agreement” means that certain Continuing Disclosure Agreement executed by the City and dated the date of issuance and delivery of the 2009 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 2009 Series A Bond which is payable but not paid on any Interest Payment Date.

Depository” means the depository of each fund established under the 2009 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 The Bank of New York Mellon Trust Company, N.A., and any successor or assigns.

 “ Financial Advisor” means, Stifel Nicolaus & Co., Inc., and Columbia Capital Management, LLC.

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.  

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 in writing by the City.

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 System Revenue Bonds.

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

Original Purchaser” means Morgan Keegan & Co, Inc..

Outstanding” means, when used in reference to System Revenue Bonds, all System Revenue Bonds which have been duly authenticated and delivered under the Original Ordinance, with the exception of (a) System Revenue Bonds in lieu of which other System Revenue Bonds have been issued under agreement to replace lost, mutilated, stolen, or destroyed obligations, (b) System Revenue Bonds surrendered by the owners in exchange for other System Revenue Bonds under the Original Ordinance, and (c) System Revenue 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, and the 2005 Series A Bonds.

Parity Bonds” means the Outstanding Parity Bonds, the 2009 Series A Bonds, and any Additional Bonds issued from time to time and secured on a parity basis by the Net Revenues.

Paying Agent and Bond Registrar” means The Bank of New York Mellon 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 2009 Bond Ordinance 2009 Series A.

Permitted Investments” means the following to the extent permitted by Missouri law, and with respect to the 2009 Series A Bonds for the investment of funds of the City:


(a)    Direct obligations of the United States of America (including obligations issued or held in book entry 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. Export Import 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 mortgage backed bonds; GNMA   guaranteed pass through 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 (non full 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: Mortgage backed 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 AAAm G; 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.

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

(k)    Repurchase Agreements for 30 days or less must follow the following criteria.  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.

     “ Renewal and Replacement Account” means the Renewal and Replacement Reserve Account ratified and confirmed in Section 502 of this 2009 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 2009 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 in writing by the City Council.

Stated Maturity” when used with respect to any 2009 Series A Bond or any installment of interest thereon means the date specified in such 2009 Series A Bond and this 2009 Bond Ordinance as the fixed date on which the principal of such 2009 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.

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 System Revenue Bonds, Subordinate Bonds or other funds under this 2009 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 Bonds” means the Outstanding Parity Bonds, the 2009 Series A Bonds, any Additional Bonds secured on a parity basis by the Net Revenues and any Subordinate Bonds.

System Revenue Fund” means the System Revenue Fund ratified and confirmed in Section 502 of this 2009 Bond Ordinance.

Tax Compliance Agreement” means the Tax Compliance Agreement dated as of the date of issuance of the 2009 Series A Bonds, between the City and the Bond Registrar / Paying Agent, as from time to time amended in accordance with the provisions 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 2009 Series A Bond Ordinance.


Section 102.    Authority for 2009 Bond Ordinance.  

This 2009 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 2009 Bond Ordinance.  

Except as otherwise provided in this 2009 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 2009 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 2009 SERIES A BONDS

Section 201.    Authorization of the 2009 Series A Bonds.  

There is hereby authorized to be issued, sold and delivered a series of Water and Electric System Revenue Bonds (Bank Qualified), 2009 Series A, of the City in the principal amount of $16,725,000 (the “ Bonds”) for the purpose of (i) financing the cost of the Project, (ii) making the necessary deposit to the 2009 Bond Reserve Account and (iii) paying certain costs incurred in connection with the issuance of the 2009 Series A Bonds, as provided in this 2009 Bond Ordinance.  The 2009 Series A Bonds shall be dated as of their date of initial issuance and delivery.  Each 2009 Series A Bonds shall be numbered in a convenient manner, established by the Bond Registrar and shown by the Bond Register.
The 2009 Series A Bonds and the 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 2009 Bond Ordinance.
The 2009 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 April 1, 2010, 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 (10/1)        Principal Amount       Annual Rate of Interest
2014
$     90,000.00
3.000%
2015
95,000.00
3.000%
2016
105,000.00
3.000%
2017
620,000.00
3.000%
2018
645,000.00
3.000%
2019
680,000.00
3.000%
2020
710,000.00
3.000%
2021
740,000.00
3.125%
2022
765,000.00
3.250%
2023
790,000.00
3.375%
2024
820,000.00
3.375%
2025
855,000.00
3.500%
2026
895,000.00
3.625%
2027
935,000.00
3.625%
2028
975,000.00
3.875%
2029
1,025,000.00
4.000%
2030
1,070,000.00
4.000%
2031
1,120,000.00
4.000%
2032
1,180,000.00
4.000%
2033
1,245,000.00
4.125%
2034
1,365,000.00
4.125%


Section 202.    Award of Sale of the 2009 Series A Bonds.  

(a) The City offered the Bonds at competitive public sale and bids for the Bonds were received by the City on September 21, 2009, in the manner as provided in the Notice of Sale.
(b) Pursuant to the Notice of Sale the following Bids were submitted to the City for the purchase of the Water and Electric System Revenue Bonds Series 2009:

Rank
Bidder
Firm
TIC
+ Discount/(Premium)
Total Interest
1st
MORG-PK
Morgan Keegan
3.870349%
$259,802.85
$11,358,385.03
2nd
WELL-KP
Wells Fargo
3.931636%
$229,418.25
$11,555,379.74
3rd
ROBE-CG
Robert W. Baird
3.939032%
$25,284.75
$11,618,059.33
4th
PIPE-SC
Piper Jaffray
4.002835%
$39,457.30
$11,813,737.80
5th
EDWA-VK
Edward Jones
4.103661%
$323,251.20
$12,004,309.44
6th
HUTC-JV
Hutchinson Shockey Erley
4.109276%
$493,984.00
$12,388,624.13
7th
MUNI-SM
JP Morgan
4.151746%
$229,312.01
$12,175,510.90
8th
BMOC-TM
BMO Capital Markets
4.155764%
$688,831.75
$12,628,903.46

    (c) The bid of Morgan Keegan & Co. Inc. is accepted as the best bid submitted for the purchase of $16,725,000 Water and Electric System Revenue Bonds (Bank Qualified), Series 2009 (of the City, and the officers of the City and the Finance Director are authorized to enter into a contract selling the Bonds to the purchaser on the basis of said bid and the terms specified in the Notice of Sale.
(d) The 2009 Series A Bonds, are hereby awarded to Morgan Keegan & Co, Inc. at a purchase price of $16,474,932.65 (which is equal to 100% of the principal amount of the 2009 Series A Bonds, plus a premium of $_____-0-_____, less a discount of $250,067.35), plus accrued interest to the date of delivery of said 2009 Series A Bonds and at a true interest cost of 3.8503473%.


Section 203.    Preliminary and Final Official Statements.  

The Preliminary Official Statement, in substantially the form on file with the City Clerk, 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 2009 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 2009 Series A Bonds.
For the purpose of enabling the Original Purchaser to comply with the requirements of Rule 15c2 12(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 15c2 12(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 15c2 12(b)(4) of the Securities and Exchange Commission and with the requirements of Rule G 32 of the Municipal Securities Rulemaking City Council.


Section 204.    Security for the 2009 Series A Bonds.  

The 2009 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 Bondowners of the 2009 Series A Bonds shall have no right to demand payment out of funds raised or to be raised by taxation or appropriation.  
The covenants and agreements of the City Council contained herein and in the 2009 Series A Bonds shall be for the equal benefit, protection, and security of the legal Bondowners of any or all of the 2009 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 2009 Series A Bonds, or otherwise, except as to rate of interest, date of maturity and right of prior redemption as provided in this 2009 Bond Ordinance.
The 2009 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 and any additional Parity Bonds issued from time to time.  The 2009 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 2009 Bond Ordinance and standing on a parity with the 2009 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 2009 Series A Bonds.


Section 205.    Description of the 2009 Series A Bonds.  

The 2009 Series A Bonds shall consist of fully registered bonds without coupons, numbered from R 1 consecutively upward in order of issuance, in the denomination of $5,000 or any integral multiple thereof.  The 2009 Series A Bonds shall be substantially in the form set forth in Exhibit A hereto, and shall be subject to registration, transfer and exchange as provided in Section 208 hereof.  The 2009 Series A Bonds shall be dated the date of their original issuance and delivery to the Original Purchaser.


Section 206.    Designation of Paying Agent and Bond Registrar.  

The Bank of New York Mellon 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 2009 Series A Bonds and bond registrar with respect to the registration, transfer and exchange of 2009 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 2009 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 207.    Method and Place of Payment and Registration, Transfer and Exchange of 2009 Series A Bonds.  

The principal of, redemption premium, if any, and interest on the 2009 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 208.    Execution, Authentication and Delivery of the 2009 Series A Bonds.  

The Series 2009 Series A Bonds shall be executed in the manner set forth in the Original Ordinance and delivered to the Bond Registrar for authentication and delivery to the Original Purchaser, but prior to or simultaneously with the authentication and delivery of the 2009 Series A Bonds by the Bond Registrar the following documents shall be filed with the Bond Registrar:
(1)    An opinion of Bond Counsel, which may appear on the 2009 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 2009 Bond Ordinance, and this 2009 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 2009 Bond Ordinance is required; (ii) this 2009 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 2009 Bond Ordinance, subject to the application thereof to the purposes and on the conditions permitted by this 2009 Bond Ordinance; and (iii) the 2009 Series A Bonds are valid and binding obligations of the City as provided in this 2009 Bond Ordinance, enforceable in accordance with their terms and the terms of this 2009 Bond Ordinance and entitled to the benefits of this 2009 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 2009 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 2009 Bond Ordinance authorizing the 2009 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 2009 Series A Bonds; (b) The purposes for which such 2009 Series A Bonds are being issued; (c) The date, and the maturity date or dates, of the 2009 Series A Bonds, provided that each maturity date shall fall upon an interest payment date; (d) The interest rate or rates of the 2009 Series A Bonds, and the interest payment dates therefor; (e) The denominations of and the manner of dating, numbering and lettering the 2009 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 2009 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 2009 Series A Bonds or provisions for the redemption of the 2009 Series A Bonds; (h) If so determined by the City, provisions for the sale of the 2009 Series A Bonds; (i) The forms of the 2009 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 2009 Series A Bonds and deliver the 2009 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 2009 Bond Ordinance or the Original Ordinance.


Section 209.    Book Entry Bonds; Securities Depository.  


(a)    The Bonds shall be initially issued as one single authenticated fully-registered bond for each maturity of each series. Upon initial issuance, the ownership of such Bonds shall be registered in the Bond Register in the name of Cede & Co., as nominee of the Securities Depository.  The Bond Registrar and the City may treat the Securities Depository (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal of or interest on the Bonds, giving any notice permitted or required to be given to Registered Owners of Bonds under this 2009 Bond Ordinance, registering the transfer of Bonds, and for all other purposes whatsoever; and neither the Bond Registrar nor the City shall be affected by any notice to the contrary. Neither the Bond Registrar nor the City shall have any responsibility or obligation to any Participant, any Person claiming a beneficial ownership interest in the Bonds under or through the Securities Depository or any Participant, or any other Person which is not shown on the Bond Register kept by the Bond Registrar as being an Bondowner of any Bonds, with respect to the accuracy of any records maintained by the Securities Depository or any Participant, with respect to the payment by the Securities Depository or any Participant of any amount with respect to the principal of or interest on the Bonds, with respect to any notice which is permitted or required to be given to Bondowners of Bonds under this 2009 Bond Ordinance or with respect to any consent given or other action taken by the Securities Depository as Bondowner of the Bonds.  The Paying Agent shall pay all principal of and interest on the Bonds only to Cede & Co. or any successor nominee of the Securities Depository 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 and interest on the Bonds to the extent of the sum or sums so paid.  No Person other than the Securities Depository, or the Bond Registrar as agent of the Securities Depository, shall receive an authenticated Bond evidencing the obligation of the City to make payments of principal and interest while Bonds are in book entry form.  Upon delivery by the Securities Depository to the Bond Registrar of written notice to the effect that the Securities Depository has determined to substitute a new nominee in place of Cede & Co., the Bonds will be transferable to such new nominee in accordance with paragraph (d) hereof.

(b)    If the Participants holding a majority interest in the Bonds determine that it is in the best interest of the Beneficial Owners that they be able to obtain Bond certificates, such Participants may notify the Securities Depository and the Bond Registrar, whereupon the Securities Depository shall notify all Participants of the availability through the Securities Depository of Bond certificates.  In such event, the Bonds will be transferable in accordance with paragraph (d) hereof.  The Securities Depository may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and the Bond Registrar and discharging its responsibilities with respect thereto under applicable law. In such event the Bonds will be transferable in accordance with paragraph (d) hereof.  The Bond Registrar may rely on information from the Securities Depository or any Participant as to the principal amount held by and the names and addresses of the Beneficial Owners of the Bonds.

(c)    Notwithstanding any other provision of this 2009 Bond Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of the Securities Depository, all payments with respect to the principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to the Securities Depository as provided in the Representation Letter.

(d)    In the event that any transfer or exchange of Bonds is permitted under paragraph (a) or (b) hereof, such transfer or exchange shall be accomplished upon receipt by the Bond Registrar from the Bondowners thereof of the Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee in accordance with the provisions of this 2009 Bond Ordinance.  In the event Bonds are issued to holders other than Cede & Co., its successor as nominee for the Securities Depository as holder of all the Bonds, or other securities depository as holder of all the Bonds, the provisions of this 2009 Bond Ordinance shall also apply to all matters relating thereto, including, without limitation, the printing of such Bonds and the method of payment of principal of and interest on such Bonds.


Section 210.    Continuing Disclosure Agreement.  

The City is authorized to enter into a Continuing Disclosure Agreement in connection with the issuance of the Bonds.  The City Manager is authorized to execute the Continuing Disclosure 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 211.    Tax Compliance Agreement.  The City Manager or Director of Finance of the City is hereby authorized and directed to execute the Tax Compliance Agreement with such changes therein as such official deems appropriate, for and on behalf of and as the act and deed of the City..  The City Council of the City hereby approves the form of such Tax Compliance Agreement on file with the City Clerk.

Section 212.    Bank Qualification.

  The City hereby designates the Bonds as  “qualified tax exempt obligations” as defined in Section 265(b)(3) of the Code.  In addition, the City hereby represents as follows:


(a)    the aggregate face amount of all tax exempt obligations (other than private activity bonds which are not “qualified 501(c)(3) bonds”) which will be issued by the City (and all subordinate entities) during calendar year 2009 is not reasonably expected to exceed $30,000,000; and

(b)    the City (including all subordinate entities) will not issue an aggregate principal amount of obligations designated by the City to be “qualified tax exempt obligations” during calendar year 2009, including the Bonds, in excess of $30,000,000, without first obtaining an opinion of nationally recognized counsel in the area of municipal finance that the designation of the Bonds as a “qualified tax exempt obligation” will not be adversely affected.

(c)    The Director of Finance of the City is hereby authorized to take such action as may be necessary to make effective the designation as described in this section.

ARTICLE III    


REDEMPTION OF BONDS

Section 301.    Redemption

.  

(a)    Optional Redemption.  At the option of the City, the Bonds maturing on October 1, 2020 and thereafter are subject to optional redemption and payment prior to their Maturity, on October 1, 2019, and thereafter, in whole or in part on any date in any order of maturity selected by the City and by lot in multiples of $5,000 within a maturity, at a redemption price of 100% of the principal amount being redeemed, without premium, together with accrued interest thereon to the date of redemption.



Section 302.    Notice of Redemption

.  Notice of the City’ s intent to redeem Bonds (including, when only a portion of the Bonds are to be redeemed, the maturities of such Bonds and the principal amounts thereof) shall be given by or on behalf of the City by United States registered or certified mail, postage prepaid, to the Paying Agent, said notice to be mailed not less than forty-five (45) days prior to the date fixed for redemption.  Notice of the selection or call for redemption identifying the Bonds or portions thereof to be redeemed, shall be given by the Paying Agent on behalf of the City by mailing a copy of the redemption notice at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption by registered or certified mail to the Purchaser and by first class, registered or certified mail to the Owner of each Bond to be redeemed in whole or in part at the address shown on the registration books; and a second notice of redemption shall be sent by certified mail, return receipt requested, at such address to the Owner of any Bond who has not submitted his Bond to the Paying Agent for payment on or before the date sixty (60) days following the date fixed for redemption; provided, however, that neither any defect in giving such notice by mailing as aforesaid nor any defect in any notice so mailed shall affect the validity of any proceeding for the redemption of any Bond.  Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice.
Each notice of redemption shall state (i) the complete official caption, including the Bond series, of the Bonds; (ii) the date of mailing of the notice of redemption, (iii) the date fixed for redemption; (iv) the redemption price or prices; (v) the CUSIP numbers of all Bonds being redeemed; (vi) in the case of a partial redemption of Bonds, the principal amount of each Bond being redeemed; (vii) the date of issue of the Bonds as originally issued; (viii) the rate or rates of interest borne by each Bond being redeemed; (ix) the maturity date of each Bond being redeemed; (x) the place or places where amounts due upon such redemption will be payable; (xi) the notice shall be void and of no effect in the event the Paying Agent does not have sufficient money to pay the redemption price of the Bonds on the redemption date; and (xii) the address and telephone number of the contact person at the office of the Paying Agent with respect to such redemption.  The notice shall require that such Bonds be surrendered at the principal corporate trust office of the Paying Agent for redemption at the redemption price and shall state that further interest on such Bonds will not accrue from and after the redemption date, provided the Paying Agent has on deposit sufficient funds to redeem the Bonds on such date.
Notice of such redemption shall also be sent by certified mail, return receipt requested, overnight delivery service or other secure means (including telecopier transmission), postage prepaid, to certain municipal registered securities depositories which are known to the Paying Agent to be holding Bonds and at least two of the national information services that disseminate securities redemption notices, when possible, at least two days prior to the mailing of notice required by the first paragraph above, but in any event at least thirty (30) days prior to the redemption date; provided that neither the failure to send such notice as aforesaid nor any defect in such notice shall affect the validity or sufficiency of the proceedings for the redemption of such Bonds.


Section 303.    Selection of Bonds to Be Redeemed

.  Bonds shall be selected for redemption as follows:

(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 of any maturity are to be redeemed and paid prior to maturity, such Bonds shall be selected by the Paying Agent by lot in $5,000 units of face value in such equitable manner as the Paying Agent may determine.

(b)    In the case of a partial redemption of Bonds by lot when Bonds of denominations greater than $5,000 are then Outstanding, then for all purposes in connection with such redemption each $5,000 of face value shall be treated as though it were a separate 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 Bond is selected for redemption, then upon notice of intention to redeem such $5,000 unit or units, the Owner of such Bond or his attorney or legal representative shall forthwith present and surrender such Bond to the Paying Agent (1) for payment of the redemption price (including the premium, if any, and interest to the date fixed for redemption) of the $5,000 unit or units of face value called for redemption, and (2) for exchange, without charge to the Owner thereof, for a new Bond or Bonds of the aggregate principal amount of the unredeemed portion of the principal amount of such Bond.  If the Owner of any such Bond of a denomination greater than $5,000 shall fail to present such Bond to the Paying Agent for payment and exchange as aforesaid, such Bond shall, nevertheless, become due and payable on the redemption date to the extent of the $5,000 unit or units of face value called for redemption (and to that extent only).

Section 304.    Effect of Call for Redemption

.  Whenever any Bond is called for redemption and payment as provided in this Article, all interest on such Bond shall cease from and after the date for which such call is made, provided funds are available for its payment at the price hereinbefore specified.

ARTICLE IV    


FORM OF 2009 SERIES A BONDS

Section 401.    Form of 2009 Series A Bonds.  

Each of the 2009 Series A Bonds, as originally issued or issued upon transfer, exchange or substitution, shall be in substantially the form set forth in Exhibit A.

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 2009 Series A (the “2009 Construction Account”);

(b)    Bond Account for Water and Electric System Revenue Bonds (Bank Qualified), 2009 Series A (the “2009 Bond Account”);

(c)    Reserve Account for Water and Electric System Revenue Bonds (Bank Qualified), 2009 Series A (the “2009 Bond Reserve Account”); and

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 each Series of the Parity 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 respective paying agent  pursuant to the respective Outstanding Parity Bond Ordinance, and a subaccount for each Series of the 2003 Series A Bonds, the 2004 Series A Bonds, the 2005 Series A Bonds, and the 2009 Series A Bonds held by the City;

(d)    Water and Electric Construction Account (the “Construction Account”) held by the City;

(e)    Water and Electric Renewal and Replacement Account (the “Renewal and Replacement Account”) held by the City; and

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, as the case may be, solely for the purposes and in the manner as provided in the Original Ordinance and this 2009 Bond Ordinance.

ARTICLE VI    


APPLICATION OF BOND PROCEEDS AND OTHER MONEYS

Section 601.    Disposition of 2009 Series A Bond Proceeds and Other Moneys.  

The proceeds received from the sale of the 2009 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 2009 Bond Account any amount received on account of accrued interest on the 2009 Series A Bond.

(b)    The sum equal to the 2009 Reserve Requirement shall be deposited in the 2009 Bond Reserve Account from available moneys of the City.

(c)    The remaining proceeds of the 2009 Series A Bonds shall be deposited in the 2009 Construction Account.

Section 602.    Required Deposits into and Application of Moneys in the Outstanding Parity Bond Reserve, the 2009 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 2009 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 2009 Series A Bonds and any such Additional Bonds that are hereafter issued.

(b)    The 2009 Reserve Requirement shall be determined at the beginning of each Fiscal Year and the lesser of $1,385,685.71 or the maximum principal and interest coming due, whether at maturity or upon mandatory redemption (the “Reserve Requirement”); payable on the 2009 Series A Bonds during such Fiscal Year or any subsequent Fiscal Year.  Except as otherwise provided in the Original Ordinance, amounts held in the 2009 Bond Reserve Account shall be applied only to the payment of the principal of, premium, if any, or interest on the 2009 Series A Bonds.

(c)    The City may provide, in lieu of any amounts required to be on deposit in the 2009 Bond Reserve Account, a bond insurance policy in favor of the Paying Agent issued by an insurance company rated (at the time of issuance of such policy) in the one of the two highest rating categories by one of the Rating Agencies and sufficient 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.

Section 603.    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 2009 Bond Ordinance may be invested by the City in accordance with the Tax Compliance Agreement, 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.  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 2009 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 2009 Bond Ordinance, such excess shall be paid and credited to the System Revenue Fund.

ARTICLE VII    


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 2009 Series A Bonds, that so long as any of the 2009 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 Parity Bonds remain Outstanding:

Section 701.    Performance of Duties.  

The City Council will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in this 2009 Bond Ordinance and in each and every 2009 Series A 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 2009 Series A Bond issued hereunder, on the dates and in the places and manner prescribed in such 2009 Series A Bond, and that it will, prior to the maturity of each installment of interest and prior to the maturity of each such 2009 Series A 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 2009 Series A Bonds, when paid, shall be cancelled by the Paying Agent and Bond Registrar.


Section 702.    Legal Authority.  

The City Council is duly authorized under the Act, to issue the 2009 Series A Bonds, it is lawfully qualified to pledge the Net Revenues of the System and other income pledged to the payment of the 2009 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 2009 Series A Bonds has been duly and effectively taken, and the 2009 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 703.    Bondowner’ s Right of Inspection.  

The Bondowner or Bondowners of any of the 2009 Series A Bonds shall have the right at all reasonable times to inspect the System and all records, accounts and data relating thereto, and any such Bondowner shall be furnished all such information concerning the System and the operation thereof which such Bondowner may reasonably request.


Section 704.    Contract.  

The provisions of this 2009 Bond Ordinance shall constitute a contract between the City, acting by and through the City Council, and the owners of the 2009 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.


ARTICLE VIII    


AMENDMENTS

Section 801.    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 2009 Series A Bonds or of this 2009 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 Bondowners of not less than a majority in aggregate principal amount of the 2009 Series A Bonds then Outstanding such consent to be evidenced by an instrument or instruments executed and acknowledged by such Bondowners 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 2009 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 2009 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 2009 Series A Bond or 2009 Series A 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 2009 Series A Bonds or of the Original Ordinance or this 2009 Bond Ordinance.

Any provision of the 2009 Series A Bonds or of the Original Ordinance or this 2009 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 Bondowners of all of the 2009 Series A Bonds at the time Outstanding.
Without the consent of Bondowners, the City Council may amend or supplement the Original Ordinance and this 2009 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 Bondowners of the 2009 Series A Bonds then Outstanding. It shall not be necessary to note on any of the Outstanding Bonds any reference to such amendment or modification.
The City 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 2009 Bond Ordinance to each Rating Service if then rating the 2009 Series A Bonds, within 30 days of the effective date of such amendment or supplementation.


ARTICLE IX    


MISCELLANEOUS PROVISIONS

Section 901.    Notices, Consents and Other Instruments.  

Any notice, consent, request, direction, approval, objection or other instrument required by this 2009 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 2009 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.

Section 902.    Further City.  

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 2009 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 903.    Severability.  

If any section, subsection, paragraph, sentence, clause, or phrase of this 2009 Bond Ordinance, or of the 2009 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 2009 Bond Ordinance, or of the 2009 Series A Bonds, but this 2009 Bond Ordinance, and the 2009 Series A Bonds shall be construed and enforced as if such illegal or invalid provision had not been contained herein or therein.


Section 904.    Governing Law.  

This 2009 Bond Ordinance shall be governed exclusively by and constructed in accordance with the applicable laws of the State of Missouri.


Section 905.    Effective Date.  

This 2009 Bond Ordinance shall take effect and be in full force from and after its adoption by the City Council.

    PASSED this 21st day of September, 2009