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HomeMy WebLinkAboutOrd.4102.03-01-2010 ORDINANCE NO. OF THE CITY OF CAPE GIRARDEAU, MISSOURI PASSED MARCH 1, 2010 $1,275,000 SPECIAL OBLIGATION BONDS SERIES 2010A r TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 101. Definitions of Words and Terms....................................................................................3 ARTICLE II AUTHORIZATION OF BONDS Section 201. Authorization of Bonds..................................................................................................7 Section202. Description of Bonds......................................................................................................7 Section 203. Designation of Paying Agent.........................................................................................7 Section 204. Method and Place of Payment of Bonds.........................................................................8 Section 205. Registration,Transfer and Exchange of Bonds..............................................................9 Section 206. Execution,Registration, Authentication and Delivery of Bonds.................................10 Section 207. Mutilated,Destroyed, Lost and Stolen Bonds..............................................................10 Section 208. Cancellation and Destruction of Bonds Upon Payment...............................................l l Section 209. Preliminary and Final Official Statement.....................................................................l l Section210. Sale of Bonds...............................................................................................................11 Section 211. Securities Depository...................................................................................................11 ARTICLE III REDEMPTION OF BONDS Section 301. Optional Redemption of Bonds....................................................................................13 Section 302. Selection of Bonds to be Redeemed.............................................................................13 Section 303. Notice and Effect of Call for Redemption...................................................................14 ARTICLE IV SECURITY FOR AND PAYMENT OF BONDS Section 401. Security for the Bonds..................................................................................................15 Section 402. Covenant to Request Appropriations...........................................................................16 ARTICLE V ESTABLISHMENT OF FUNDS DEPOSIT AND APPLICATION OF MONEYS Section 501. Establishment of Funds................................................................................................16 Section 502. Deposit of Bond Proceeds............................................................................................16 Section 503. Application of Moneys in the Project Fund.................................................................16 Section 504. Application of Moneys in Debt Service Fund..............................................................17 Section 505. Deposits and Investment of Moneys............................................................................17 Section 506. Nonpresentment of Bonds............................................................................................17 Section 507. Payments Due on Saturdays, Sundays and Holidays...................................................18 G) l } 1 ' ARTICLE VI REMEDIES Section601. Remedies......................................................................................................................18 Section 602. Limitation on Rights of Bondowners...........................................................................18 Section 603. Remedies Cumulative..................................................................................................18 Section604. No Acceleration...........................................................................................................19 Section 605. No Obligation to Levy Taxes.......................................................................................19 ARTICLE VII DEFEASANCE Section701. Defeasance...................................................................................................................19 ARTICLE VIII MISCELLANEOUS PROVISIONS Section801. Tax Covenants..............................................................................................................20 Section802. Annual Audit................................................................................................................21 Section803. Amendments ................................................................................................................21 Section 804. Notices, Consents and Other Instruments by Bondowners..........................................22 Section 805. Continuing Disclosure..................................................................................................22 Section 806. Further Authority.........................................................................................................23 Section 807. Parties Interested Herein..............................................................................................23 Section808. Severability..................................................................................................................23 Section809. Governing Law.............................................................................................................23 Section810. Effective Date...............................................................................................................23 Passageand Approval..................................................................................................................................23 Exhibit A-Form of Bonds Exhibit B -Preliminary Official Statement Exhibit C -Bond Purchase Agreement Exhibit D -Continuing Disclosure Agreement (ii) BILL NO. 10-10 ORDINANCE NO. AN ORDINANCE AUTHORIZING AND DIRECTING THE ISSUANCE, SALE AND DELIVERY OF SPECIAL OBLIGATION BONDS, SERIES 2010A, OF THE CITY OF CAPE GIRARDEAU, MISSOURI; AND APPROVING CERTAIN DOCUMENTS AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH. WHEREAS, the City of Cape Girardeau, Missouri (the "City"), is a constitutional charter city and political subdivision of the State of Missouri, duly created, organized and existing under and by virtue of the Constitution and laws of the State of Missouri; and WHEREAS, the City desires to and is authorized under the provisions of the Constitution of the State of Missouri and its Charter, to issue and sell $1,275,000 aggregate principal amount of Special Obligation Bonds, Series 2010A (the "Bonds") for the purpose of providing funds to (a) acquire new automated trash collection/recycling trucks for the public works department (the "Project") and (b) pay the costs of issuing the Bonds; and WHEREAS, the principal of and interest on the Bonds will be payable solely from the revenues derived from annual appropriations by the City Council; 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 the Bonds be issued and secured in the form and manner as hereinafter provided to provide funds for such purpose; NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF CAPE GIRARDEAU,MISSOURI, AS FOLLOWS: ARTICLE I DEFINITIONS Section 101. Definitions of Words and Terms. In addition to words and terms defined elsewhere herein, the following words and terms as used in this Ordinance shall have the following meanings: "Arbitrage Instructions" means the arbitrage instructions include in the City's Federal Tax Certificate relating to the Bonds, as the same may be amended or supplemented in accordance with the provisions thereof. "Bond Counsel" means Gilmore & Bell, P.C., St. Louis, Missouri, or other attorneys or firm of attorneys with a nationally recognized standing in the field of municipal bond financing selected by the City. "Bond Payment Date"means any date on which principal of or interest on any Bond is payable. -3- 1 "Bond Purchase Agreement" means the Bond Purchase Agreement dated March 1, 2010, between the City and the Purchaser. "Bond Register"means the books for the registration, transfer and exchange of Bonds kept at the office of the Paying Agent. "Bondowner" or"Registered Owner" when used with respect to any Bond means the Person in whose name such Bond is registered on the Bond Register. "Bonds" means the Special Obligation Bonds, Series 2010A, authorized and issued by the City pursuant to this Ordinance. "Business Day" means a day, other than a Saturday, Sunday or holiday, on which the Paying Agent is scheduled in the normal course of its operations to be open to the public for conduct of its banking operations. "City"means the City of Cape Girardeau,Missouri, and any successors or assigns. "Code"means the Internal Revenue Code of 1986, as amended. "Debt Service Fund"means the fund by that name referred to in Section 501 hereof. "Defaulted Interest" means interest on any Bond which is payable but not paid on any Interest Payment Date. "Defeasance Obligations"means any of the following obligations: (a) cash (insured at all times by the Federal Deposit Insurance Corporation (or otherwise collateralized with obligations described in paragraph (b) or(c) below); or (b) United States Government Obligations that are not subject to redemption in advance of their maturity dates; or (c) obligations of any state or political subdivision of any state, the interest on which is excluded from gross income for federal income tax purposes and which meet the following conditions: (1) the obligations are (A) not subject to redemption prior to maturity or (B) the trustee for such obligations has been given irrevocable instructions concerning their calling and redemption and the issuer of such obligations has covenanted not to redeem such obligations other than as set forth in such instructions; (2) the obligations are secured by cash or United States Government Obligations that may be applied only to principal of, premium, if any, and interest payments on such obligations; (3) such cash and the principal of and interest on such United States Government Obligations (plus any cash in the escrow fund) are sufficient to meet the liabilities of the obligations; -4- (4) such cash and United States Government Obligations serving as security for the obligations are held in an escrow fund by an escrow agent or a trustee irrevocably in trust; (5) such cash and United States Government Obligations are not available to satisfy any other claims, including those against the trustee or escrow agent; and (6) the obligations are rated in the highest rating category by Moody's Investors Service, Inc. (presently"Aaa") or Standard&Poor's(presently"AAA"). "Fiscal Year"means the fiscal year of the City, currently the period beginning July 1 and ending June 30. "Interest Payment Date"means the Stated Maturity of an installment of interest on any Bond. "Maturity" when used with respect to any Bond means the date on which the principal of such Bond becomes due and payable as therein and herein provided, whether at the Stated Maturity thereof or call for redemption or otherwise. "Ordinance"means this Ordinance authorizing the issuance of the Bonds, as amended from time to time. "Outstanding" means, when used with reference to Bonds, as of any particular date of determination, all Bonds theretofore authenticated and delivered hereunder, except the following Bonds: (a) Bonds theretofore cancelled by the Paying Agent or delivered to the Paying Agent for cancellation; (b) Bonds deemed to be paid in accordance with the provisions of Section 701 hereof, and (c) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered hereunder. "Paying Agent"means UMB Bank,N.A., St. Louis,Missouri, and any successors or assigns. "Permitted Investments"means any of the following securities, if and to the extent the same are at the time legal for investment of the City's funds: (a) United States Government Obligations; (b) bonds, notes or other obligations of the State of Missouri, or any political subdivision of the State of Missouri, that at the time of their purchase are rated in either of the two highest rating categories by a nationally recognized rating service; (c) repurchase agreements with any bank, bankholding company, savings and loan association, trust company, or other financial institution organized under the laws of the United States or any state, that are continuously and fully secured by any one or more of the securities described in clause (a) or(b) above and that have a market value, exclusive of accrued interest, at all times at least equal to the principal amount of such repurchase agreement and are held in a custodial or trust account for the benefit of the City; -5- (d) obligations of the Federal National Mortgage Association, the Government National Mortgage Association, the Federal Financing Bank, the Federal Intermediate Credit Corporation, Federal Banks for Cooperatives, Federal Land Banks, Federal Home Loan Banks, Farmers Home Administration and Federal Home Loan Mortgage Corporation; and (e) certificates of deposit or time deposits, whether negotiable or nonnegotiable, issued by any bank or trust company organized under the laws of the United States or any state, provided that such certificates of deposit or time deposits shall be either (1) continuously and fully insured by the Federal Deposit Insurance Corporation, or(2) continuously and fully secured by such securities as are described above in clauses (a) through (c), inclusive, which shall have a market value, exclusive of accrued interest, at all times at least equal to the principal amount of such certificates of deposit or time deposits. "Person" means any natural person, corporation, partnership, limited liability company, joint venture, association, firm,joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof or other public body. "Project" means acquiring new automated trash collection/recycling trucks for the public works department of the City. "Project Fund"means the fund by that name referred to in Section 501 hereof. "Purchaser"means Piper Jaffray& Co., Leawood, Kansas, the original purchaser of the Bonds. "Record Date" for the interest payable on any Interest Payment Date means the 15th day (whether or not a Business Day) of the calendar month next preceding such Interest Payment Date. "Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for such redemption pursuant to the terms of this Ordinance. "Redemption Price" when used with respect to any Bond to be redeemed means the price at which such Bond is to be redeemed pursuant to the terms of this Ordinance, including the applicable redemption premium, if any, but excluding installments of interest whose Stated Maturity is on or before the Redemption Date, which price is to be stated as a percentage of the principal amount of those Bonds to be redeemed. "Special Record Date"means the date fixed by the Paying Agent pursuant to Section 204 hereof for the payment of Defaulted Interest. "Stated Maturity" when used with respect to any Bond or any installment of interest thereon means the date specified in such Bond and this Ordinance as the fixed date on which the principal of such Bond or such installment of interest is due and payable. "United States Government Obligations" means bonds, notes, certificates of indebtedness, treasury bills or other securities constituting direct obligations of, or obligations the principal of and interest on which are fully and unconditionally guaranteed as to full and timely payment by, the United States of America, including evidences of a direct ownership interest in future interest or principal payments on obligations issued or guaranteed by the United States of America (including the interest component of obligations of the Resolution Funding Corporation), or securities which represent an undivided interest in such obligations, which obligations are rated in.the highest rating category by a -6- nationally recognized rating service and such obligations are held in a custodial account for the benefit of the City. ARTICLE H AUTHORIZATION OF BONDS Section 201. Authorization of Bonds. There shall be issued and hereby are authorized and directed to be issued the Special Obligation Bonds, Series 2010A, of the City in the principal amount of $1,275,000, for the purpose of (a) paying costs of the Project and (b) paying the costs of issuing the Bonds. Section 202. Description of Bonds.The Bonds shall consist of fully-registered bonds, numbered from R-1 upward in order of issuance, in denominations of$5,000 or any integral multiple thereof. The Bonds shall be substantially in the form set forth in Exhibit A attached hereto, and shall be subject to registration, transfer and exchange as provided in Section 205 hereof. All of the Bonds shall be dated the date of original issuance and delivery thereof, shall become due in the amounts on the Stated Maturities, subject to redemption and payment prior to their Stated Maturities as provided in Article III hereof, and shall bear interest at the rates per annum, as follows: SERIAL BONDS Stated Maturity Principal Annual Rate (January 1) Amount of Interest 2011 $135,000 3.000% 2012 130,000 3.000 2013 140,000 3.000 2014 150,000 3.000 2015 160,000 3.000 2016- 175,000 2.625 2017 185,000 3.000 2018 200,000 3.375 The Bonds shall bear interest at the above-specified rates (computed on the basis of a 360-day year of twelve 30-day months) from the date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on January 1 and July 1 each year, beginning on July 1, 2010. Section 203. Designation of Paying Agent. (a) UMB Bank,N.A., St. Louis,Missouri, is hereby designated as the City's paying agent for the payment of principal of and interest on the Bonds and bond registrar with respect to the registration, transfer and exchange of Bonds. (b) The City will at all times maintain a Paying Agent meeting the qualifications herein described for the performance of the duties hereunder. The City reserves the right to appoint a successor Paying Agent by (i) filing with the Paying Agent then performing such function a certified copy of the proceedings giving notice of the termination of such Paying Agent and appointing a successor, and (ii)causing notice of the appointment of the successor Paying Agent to be given by first class mail to each -7- Bondowner. The Paying Agent may resign upon giving written notice by first class mail to the City and the Bondowners not less than 60 days prior to the date such resignation is to take effect. No resignation or removal of the Paying Agent shall become effective until a successor has been appointed and has accepted the duties of Paying Agent. (c) Every Paying Agent appointed hereunder shall at all times be a commercial banking association or corporation or trust company located in the State of Missouri organized and doing business under the laws of the United States of America or of the State of Missouri, authorized under such laws to exercise trust powers and subject to supervision or examination by federal or state regulatory authority. The Paying Agent shall be paid its fees and expenses for services rendered by it in connection with the Bonds. (d) The Paying Agent shall be paid its fees and expenses for its services in connection herewith, which fees and expenses shall be paid as other expenses are paid. Section 204. Method and Place of Payment of Bonds. (a) The principal or Redemption Price of and interest on the Bonds shall be payable in any coin or currency of the United States of America that, on the respective dates of payment thereof, is legal tender for the payment of public and private debts. (b) The principal or Redemption Price of each Bond shall be paid at Maturity by check or draft to the Person in whose name such Bond is registered on the Bond Register at the Maturity thereof, upon presentation and surrender of such Bond at the principal payment office of the Paying Agent or at such other office designated by the Paying Agent. (c) The interest payable on each Bond on any Interest Payment Date shall be paid to the Registered Owner of such Bond as shown on the Bond Register at the close of business on the Record Date for such interest (i) by check or draft mailed by the Paying Agent to the address of such Registered Owner shown on the Bond Register or (ii) by electronic transfer to such Registered Owner upon written notice signed by such Registered Owner and given to the Paying Agent not less than 15 days prior to the Record Date for such interest, containing the electronic transfer instructions including the bank (which shall be in the continental United States), ABA routing number and account number to which such Registered Owner wishes to have such transfer directed, and an acknowledgment that an electronic transfer fee is payable. (d) Notwithstanding the foregoing provisions of this Section, any Defaulted Interest with respect to any Bond shall cease to be payable to the Registered Owner of such Bond on the relevant Record Date and shall be payable to the Registered Owner in whose name such Bond is registered at the close of business on the Special Record Date for the payment of such Defaulted Interest, which Special Record Date shall be fixed as hereinafter specified in this paragraph. The City shall notify the Paying Agent in writing of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment (which date shall be at least 30 days after receipt of such notice by the Paying Agent) and shall deposit with the Paying Agent at the time of such notice an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Paying Agent for such deposit prior to the date of the proposed payment. Following receipt of such funds the Paying Agent shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment. The Paying Agent shall promptly notify the City of such Special Record Date and, in the name and at the expense of the City, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, by first class mail, postage prepaid, to each Registered Owner of a _ -8- Bond entitled to such notice at the address of such Registered Owner as it appears on the Bond Register not less than 10 days prior to such Special Record Date. (e) The Paying Agent shall keep a record of payment of principal and Redemption Price of and interest on all Bonds and upon the written request of the City at least annually forward a copy or summary of such records to the City. Section 205. Registration,Transfer and Exchange of Bonds. (a) The City covenants that, as long as any of the Bonds remain Outstanding, it will cause the Bond Register to be kept at the office of the Paying Agent as herein provided. Each Bond when issued shall be registered in the name of the owner thereof on the Bond Register. (b) Bonds may be transferred and exchanged only on the Bond Register as provided in this Section. Upon surrender of any Bond at the principal payment office of the Paying Agent or at such other office designated by the Paying Agent, the Paying Agent shall transfer or exchange such Bond for a new Bond or Bonds in any authorized denomination of the same series and Stated Maturity and in the same aggregate principal amount as the Bond that was presented for transfer or exchange. Bonds presented for transfer or exchange shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in a form and with guarantee of signature satisfactory to the Paying Agent, duly executed by the Registered Owner thereof or by the Registered Owner's duly authorized agent. (c) In all cases in which the privilege of transferring or exchanging Bonds is exercised, the Paying Agent shall authenticate and deliver Bonds in accordance with the provisions of this Ordinance. The City shall pay the fees and expenses of the Paying Agent for the registration, transfer and exchange of Bonds provided for by this Ordinance and the cost of printing a reasonable supply of registered bond blanks. Any additional costs or fees that might be incurred in the secondary market, other than fees of the Paying Agent, are the responsibility of the Registered Owners of the Bonds. In the event any Registered Owner fails to provide a correct taxpayer identification number to the Paying Agent, the Paying Agent may make a charge against such Registered Owner sufficient to pay any governmental charge required to be paid as a result of such failure. In compliance with Section 3406 of the Code, such amount may be deducted by the Paying Agent from amounts otherwise payable to such Registered Owner hereunder or under the Bonds. (d) The City and the Paying Agent shall not be required to (i) register the transfer or exchange of any Bond that has been called for redemption after notice of such redemption has been mailed by the Paying Agent pursuant to Section 303 hereof and during the period of 15 days next preceding the date of mailing of such notice of redemption, or(ii) register the transfer or exchange of any Bond during a period beginning at the opening of business on the day after receiving written notice from the City of its intent to pay Defaulted Interest and ending at the close of business on the date fixed for the payment of Defaulted Interest pursuant to Section 204 hereof. (e) The City and the Paying Agent may deem and treat the Person in whose name any Bond is registered on the Bond Register as the absolute owner of such Bond, whether such Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal or Redemption Price of and interest on said Bond and for all other purposes. All payments so made to any such Registered Owner or upon the Registered Owner's order shall be valid and effective to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the City nor the Paying Agent shall be affected by any notice to the contrary. -9- (f) At reasonable times and under reasonable regulations established by the Paying Agent, the Bond Register may be inspected and copied by the Registered Owners of 10% or more in principal amount of the Bonds then Outstanding or any designated representative of such Registered Owners whose authority is evidenced to the satisfaction of the Paying Agent. Section 206. Execution,Registration, Authentication and Delivery of Bonds. (a) Each of the Bonds, including any Bonds issued in exchange or as substitutions for the Bonds initially delivered, shall be signed by the manual or facsimile signature of the City Manager and attested by the manual or facsimile signature of the City Clerk and shall have the official seal of the City affixed or imprinted thereon. In case any officer whose signature appears on any Bond ceases to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes, as if such person had remained in office until delivery. Any Bond may be signed by such persons who at the actual time of the execution of such Bond are the proper officers to sign such Bond although at the date of such Bond such persons may not have been such officers. (b) The City Manager and City Clerk are hereby authorized and directed to prepare and execute the Bonds in the manner herein specified, and, when duly executed and registered, to deliver the Bonds to the Paying Agent for authentication. (c) The Bonds shall have endorsed thereon a certificate of authentication substantially in the form set forth in Exhibit A attached hereto, which shall be manually executed by an authorized signatory of the Paying Agent, but it shall not be necessary that the same signatory sign the certificate of authentication on all of the Bonds that may be issued hereunder at any one time. No Bond shall be entitled to any security or benefit under this Ordinance or be valid or obligatory for any purpose unless and until such certificate of authentication has been duly executed by the Paying Agent. Such executed certificate of authentication upon any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Ordinance. Upon authentication, the Paying Agent shall deliver the Bonds to or upon the order of the Purchaser upon payment to the City of the purchase price of the Bonds plus accrued interest thereon to the date of their delivery. Section 207. Mutilated,Destroyed, Lost and Stolen Bonds. (a) If(i) any mutilated Bond is surrendered to the Paying Agent or the Paying Agent receives evidence to its satisfaction of the destruction, loss or theft of any Bond, and (ii) there is delivered to the Paying Agent such security or indemnity as may be required by the Paying Agent, then, in the absence of notice to the Paying Agent that such Bond has been acquired by a bona fide purchaser, the City shall execute and the Paying Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a new Bond of the same series and Stated Maturity and of like tenor and principal amount. (b) If any such mutilated, destroyed, lost or stolen Bond has become or is about to become due and payable, the Paying Agent, in its discretion, may pay such Bond instead of delivering a new Bond. (c) Upon the issuance of any new Bond under this Section, the City or the Paying Agent may require the payment by the Registered Owner of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Paying Agent)connected therewith. -10- (d) Every new Bond issued pursuant to this Section shall constitute a replacement of the prior obligation of the City, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. Section 208. Cancellation and Destruction of Bonds Upon Payment. All Bonds that have been paid or redeemed or that otherwise have been surrendered to the Paying Agent, either at or before Maturity, shall be cancelled by the Paying Agent immediately upon the payment, redemption and surrender thereof to the Paying Agent and subsequently destroyed in accordance with the customary practices of the Paying Agent. The Paying Agent shall execute a certificate in duplicate describing the Bonds so cancelled and shall file an executed counterpart of such certificate with the City. Section 209. Preliminary and Final Official Statement. (a) The Preliminary Official Statement, in the form attached hereto as Exhibit B, is hereby ratified and approved, and the final Official Statement is hereby authorized and approved by supplementing, amending and completing the Preliminary Official Statement, with such changes and additions thereto as are necessary to conform to and describe the transaction. The City Manager is hereby authorized to execute the final Official Statement as so supplemented, amended and completed, and the use and public distribution of the final Official Statement by the Purchaser in connection with the reoffering of the Bonds is hereby authorized. The proper officials of the City are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds. (b) For the purpose of enabling the Purchaser to comply with the requirements of Rule 15c2-12(b)(1) of the Securities and Exchange Commission, the City hereby deems the information regarding the City contained in the Preliminary Official Statement to be "final" as of its date, except for the omission of such information as is permitted by Rule 15c2-12(b)(1), and the appropriate officers of the City are hereby authorized, if requested, to provide the Purchaser a letter or certification to such effect and to take such other actions or execute such other documents as such officers in their reasonable judgment deem necessary to enable the Purchaser to comply with the requirement of such Rule. (c) The City agrees to provide to the Purchaser within seven business days of the date of the sale of Bonds sufficient copies of the final Official Statement to enable the Purchaser to comply with the requirements of Rule 15c2-12(b)(4) of the Securities and Exchange Commission and with the requirements of Rule G-32 of the Municipal Securities Rulemaking Board. Section 210. Sale of Bonds. The City Manager is hereby authorized to enter into the Bond Purchase Agreement between the City and the Purchaser in substantially the form attached hereto as Exhibit C, under which the City agrees to sell the Bonds to the Purchaser at a purchase price of $1,280,468.60 (which is equal to the par amount of the Bonds, plus a net original issue premium of $15,031.10, and less an underwriter's discount of$9,562.50), plus accrued interest to the date of delivery, if any, upon the terms and conditions set forth therein and with such changes therein as shall be approved by the City Manager, which officer is hereby authorized to execute the Bond Purchase Agreement for and on behalf of the City, such officer's signature thereon being conclusive evidence of his approval thereof. Section 211. Securities Depository. (a) For purposes of this Section 211, the following terms shall have the following meanings: -11- "Beneficial Owner" shall mean, whenever used with respect to a Bond, the person in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant, or such person's subrogee. "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds. "DTC" shall mean The Depository Trust Company of New York, New York. "Participant" shall mean any broker-dealer, bank or other financial institution for which DTC holds Bonds as securities depository. "Representation Letter" shall mean the Representation Letter from the City and the Paying Agent to DTC with respect to the Bonds. (b) The Bonds shall be initially issued as one single authenticated fully registered bond for each Stated Maturity. Upon initial issuance, the ownership of such Bonds shall be registered in the Bond Register of the City kept by the Paying Agent in the name of Cede & Co., as nominee of DTC. The Paying Agent and the City may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal or Redemption Price of or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Registered Owners of Bonds under this Ordinance, registering the transfer of Bonds, and for all other purposes whatsoever; and neither the Paying Agent nor the City shall be affected by any notice to the contrary. Neither the Paying Agent 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 DTC or any Participant, or any other person which is not shown on the Bond Register kept by the Paying Agent as being a Registered Owner of any Bonds, with respect to the accuracy of any records maintained by DTC or any Participant, with respect to the payment by DTC or any Participant of any amount with respect to the principal or Redemption Price of or interest on the Bonds, with respect to any notice which is permitted or required to be given to Owners of Bonds under this Ordinance, with respect to the selection by DTC or any Participant of any Person to receive payment in the event of a partial redemption of the Bonds, or with respect to any consent given or other action taken by DTC as Registered Owner of the Bonds. The Paying Agent shall pay all principal of and interest on the Bonds only to Cede & Co. in accordance with the Representation Letter, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to the principal or Redemption Price of and interest on the Bonds to the extent of the sum or sums so paid. No person other than DTC or the Paying Agent as its agent shall receive an authenticated Bond for each separate stated maturity evidencing the obligation of the City to make payments of principal or Redemption Price of and interest. Upon delivery by DTC to the Paying Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the Bonds will be transferable to such new nominee in accordance with paragraph (e) hereof. (c) If the Participants holding a majority position in the Bonds determine that it is in the best interest of the Beneficial Owners that they be able to obtain certificated Bonds, the Participants may notify DTC and the Paying Agent, whereupon DTC shall notify the Participants of the availability through DTC of bonds. In such event, the Bonds will be transferable in accordance with paragraph (e) hereof. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and the Paying Agent and discharging its responsibilities with respect thereto under applicable law. In such event the Bonds will be transferable in accordance with paragraph (e) hereof. -12- (d) Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal or Redemption Price of and interest on such Bond and all notices with respect to such Bond shall be made and given,respectively,to DTC as provided in the Representation Letter. (e) If any transfer or exchange of Bonds is permitted under paragraph (b) or(c) hereof, such transfer or exchange shall be accomplished upon receipt by the Paying Agent from the Registered Owners 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 Ordinance. The Paying Agent may rely on information from the Securities Depository and its Participants as to the names, address and principal amount held by the beneficial owners of the Bonds. The cost of printing, registration, transfer, payment, authentication and delivery of Bonds pursuant to this subsection(e) shall be paid for by the City. (f) If Bonds are issued to holders other than Cede & Co., its successor as nominee for DTC as holder of all the Bonds, or other securities depository as holder of all the Bonds, the provisions of this Ordinance shall also apply to all matters relating thereto, including, without limitation, the printing of such bonds and the method of payment of principal or Redemption Price of and interest on such bonds. ARTICLE III REDEMPTION OF BONDS Section 301. Optional Redemption of Bonds. At the option of the City, Bonds or portions thereof maturing on January 1, 2018 may be called for redemption and payment prior to their Stated Maturity on January 1, 2017 and thereafter as a whole or in part at any time at the Redemption Price of 100% of the principal amount thereof plus accrued interest thereon to the Redemption Date. Section 302. Selection of Bonds to be Redeemed. (a) The Paying Agent shall call Bonds for redemption and payment and shall give notice of such redemption as herein provided upon receipt by the Paying Agent at least 45 days prior to the Redemption Date of the City's written instructions specifying the principal amount, Stated Maturities, Redemption Date and Redemption Prices of the Bonds to be called for redemption. If the Bonds are refunded more than 90 days in advance of such Redemption Date, any escrow agreement entered into by the City in connection with such refunding shall provide that such written instructions to the Paying Agent shall be given by or on the City's behalf not less than 45 days prior to the Redemption Date. The Paying Agent may in its discretion waive such notice period so long as the notice requirements set forth in Section 303 hereof are met. (b) Bonds shall be redeemed only in the principal amount of$5,000 or any integral multiple thereof. When less than all of the Outstanding Bonds are to be redeemed, such Bonds shall be redeemed in such order of their Stated Maturities as shall be determined by the City, and Bonds of less than a full Stated Maturity shall be selected by the Paying Agent in $5,000 units of principal amount in such equitable manner as the Paying Agent may determine in its discretion. (c) In the case of a partial redemption of Bonds 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 are selected for redemption, then upon notice of intention to redeem such $5,000 unit or units, the Registered -13- Owner of such Bond or the Registered Owner's duly authorized agent shall present and surrender such Bond to the Paying Agent (i) for payment of the Redemption Price and interest to the Redemption Date of such $5,000 unit or units of face value called for redemption, and (ii) for exchange, without charge to the Registered Owner thereof, for a new Bond or Bonds of the aggregate principal amount of the unredeemed portion of the principal amount of such Bond. If the Registered Owner of any such Bond fails to present such Bond to the Paying Agent for payment and exchange as aforesaid, such Bond shall, nevertheless, become due and payable on the Redemption Date to the extent of the $5,000 unit or units of face value called for redemption(and to that extent only). Section 303. Notice and Effect of Call for Redemption. (a) Unless waived by any Registered Owner of Bonds to be redeemed, official notice of any redemption shall be given by the Paying Agent on the City's behalf by mailing a copy of an official redemption notice by first class mail at least 30 days but not more than 60 days prior to the Redemption Date to the Purchaser of the Bonds and each Registered Owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register. (b) All official notices of redemption shall be dated and shall contain the following information: (i) the Redemption Date; (ii) the Redemption Price; (iii) if less than all Outstanding Bonds are to be redeemed, the identification number, Stated Maturity and, in the case of partial redemption of any Bonds, the respective principal amounts of the Bonds to be redeemed; (iv) a statement that on the Redemption Date the Redemption Price will become due and payable upon each such Bond or portion thereof called for redemption and that interest thereon shall cease to accrue from and after the Redemption Date; and (v) the place where such Bonds are to be surrendered for payment of the Redemption Price, which shall be the principal payment office of the Paying Agent. (c) Prior to any Redemption Date, the City shall deposit with the Paying Agent an amount of money sufficient to pay the Redemption Price of all the Bonds or portions of Bonds that are to be redeemed on such Redemption Date. (d) Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall become due and payable on the Redemption Date, at the Redemption Price therein specified, and from and after the Redemption Date (unless the City defaults in the payment of the Redemption Price) such Bonds or portion of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with such notice, the Redemption Price of such Bonds shall be paid by the Paying Agent. Installments of interest due on or prior to the Redemption Date shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption of any Bond, the Paying Agent shall prepare for the Registered Owner a new Bond or Bonds of the same Stated Maturity in the amount of the unpaid principal as provided herein. All Bonds that have been surrendered for redemption shall be canceled and destroyed by the Paying Agent as provided herein and shall not be reissued. -14- (e) The failure of any Registered Owner to receive the foregoing notice or any defect therein shall not invalidate the effectiveness of the call for redemption. (f) In addition to the foregoing notice, further notice shall be given by the Paying Agent on the City's behalf as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if official notice thereof is given as above prescribed. (i) Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (A) the CUSIP numbers of all Bonds being redeemed; (B) the date of issue of the Bonds as originally issued; (C) the rate of interest borne by each Bond being redeemed; (D) the Stated Maturity of each Bond being redeemed; and (E) any other descriptive information needed to identify accurately the Bonds being redeemed. (ii) Each further notice of redemption shall be sent at least one day before the mailing of notice to Registered Owners by first class, registered or certified mail or overnight delivery, as determined by the Paying Agent, to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds. (g) Each check or other transfer of funds issued for the payment of the Redemption Price of Bonds being redeemed shall bear or have enclosed therewith the CUSIP number of the Bonds being redeemed with the proceeds of such check or other transfer. (h) The Paying Agent is also directed to comply with any mandatory standards then in effect for processing redemptions of municipal securities established by the Securities and Exchange Commission. Failure to comply with such standards shall not affect or invalidate the redemption of any Bond. ARTICLE IV SECURITY FOR AND PAYMENT OF BONDS Section 401. Security for the Bonds. (a) The Bonds shall be special obligations of the City payable as to both principal or Redemption Price and interest solely from annual appropriations of funds by the City for such purpose to be deposited in the Debt Service Fund. The obligation of the City to make payments into the Debt Service Fund and any other obligations of the City to make payments under this Ordinance do not constitute a general obligation or indebtedness of the City for which the City is obligated to levy or pledge any form of taxation, or for which the City has levied or pledged any form of taxation and shall not be construed to be a debt of the City in contravention of any applicable constitutional, statutory or charter limitation or requirement but in each Fiscal Year shall be payable solely from the amounts pledged or appropriated therefor (i) out of the income and revenues provided for such year plus (ii) any unencumbered balances for previous years. Subject to the preceding sentence, the obligations of the City to make payments hereunder and to perform and observe any other covenant and agreement contained herein shall be absolute and unconditional. -15- (b) The covenants and agreements of the City contained herein and in the Bonds shall be for the equal benefit, protection and security of the legal owners of any or all of the bonds, all of which Bonds shall be of equal rank and without preference or priority of one Bond over any other Bond in the application of the funds to the payment of the principal or Redemption Price of and the interest on the Bonds, or otherwise, except as to the rate of interest and Stated Maturity as provided in this Ordinance. Section 402. Covenant to Request Appropriations. The City Council hereby directs that from and after delivery of the Bonds and so long as any of the Bonds remain Outstanding, subject to Section 401 hereof, the City Manager or any other officer of the City at any time charged with the responsibility of formulating budget proposals shall (a) include in each annual budget an appropriation of the amount necessary(after taking into account any moneys legally available for such purpose) to pay debt service on the Bonds in the next succeeding Fiscal Year, and (b) take such further action (or cause the same to be taken) as may be necessary or desirable to assure the availability of moneys appropriated to pay such debt service on the Bonds in the next succeeding Fiscal Year. ARTICLE V ESTABLISHMENT OF FUNDS; DEPOSIT AND APPLICATION OF MONEYS Section 501. Establishment of Funds. There have been or shall be established in the treasury of the City and shall be held and administered by the Finance Director of the City the following separate funds: (a) Project Fund. (b) Debt Service Fund. Section 502. Deposit of Bond Proceeds. The net proceeds received from the sale of the Bonds shall be deposited simultaneously with the delivery of the Bonds as follows: (a) Any accrued interest received from the sale of the Bonds shall be deposited in the Debt Service Fund and applied in accordance with Section 504 hereof. (b) The remaining balance of the proceeds derived from the sale of the Bonds ($1,280,468.60) shall be deposited in the Project Fund and shall be applied in accordance with Section 503 hereof to pay costs of the Project and the costs of issuing the Bonds. Section 503. Application of Moneys in the Project Fund. (a) Moneys in the Project Fund shall be used by the City solely for the purpose of(i)paying the costs associated with the Project and(ii) paying the costs and expenses of issuing the Bonds. (b) The Finance Director shall make withdrawals from the Project Fund only for the purpose of paying costs of the Project that are submitted pursuant to an express contract approved by the City Council or that have been expressly approved for payment by the City Council, or if the City Council has delegated the approval of Project costs to the City Manager, then for such costs of the Project as are set forth in a certificate signed by the City Manager. Nothing hereinbefore contained shall prevent the payment out of the Project Fund of all costs and expenses incident to the issuance of the Bonds without such a certificate or approval. -16- (c) Upon completion of the purpose for which the Bonds have been issued, any surplus remaining in the Project Fund shall be transferred to and deposited in the Debt Service Fund. Section 504. Application of Moneys in Debt Service Fund. (a) All amounts paid and credited to the Debt Service Fund shall be expended and used by the City for the sole purpose of paying the principal or Redemption Price of and interest on the Bonds as and when the same become due and the usual and customary fees and expenses of the Paying Agent. The Finance Director is authorized and directed to withdraw from the Debt Service Fund sums sufficient to pay principal or Redemption Price of and interest on the Bonds and the fees and expenses of the Paying Agent as and when the same become due, and to forward such sums to the Paying Agent in a manner which ensures that the Paying Agent will receive immediately available funds in such amounts on or before the Business Day immediately preceding the dates when such principal or Redemption Price, interest and fees of the Paying Agent will become due. If, through the lapse of time or otherwise, the Registered Owners of Bonds are no longer entitled to enforce payment of the Bonds or the interest thereon, the Paying Agent shall return said funds to the City. All moneys deposited with the Paying Agent shall be deemed to be deposited in accordance with and subject to all of the provisions contained in this Ordinance and shall be held in trust by the Paying Agent for the benefit of the Registered Owners of the Bonds entitled to payment from such moneys. (b) Any moneys or investments remaining in the Debt Service Fund after the retirement of the Bonds of the City shall be transferred and paid into the general fund of the City. Section 505. Deposits and Investment of Moneys. (a) Moneys in each of the funds created by and referred to in this Ordinance shall be deposited in a bank or banks or other legally permitted financial institutions located in the State of Missouri that are members of the Federal Deposit Insurance Corporation. All such deposits shall be continuously and adequately secured by the financial institutions holding such deposits as provided by the laws of the State of Missouri. All moneys held in the funds created by this Ordinance shall be kept separate and apart from all other funds of the City so that there shall be no commingling of such funds with any other funds of the City. (b) Moneys held in any fund referred to in this Ordinance may be invested by the Finance Director in Permitted Investments that are in accordance with the Arbitrage Instructions and the investment policy of the City, as such policy may be amended from time to time; provided, however, that no such investment shall be made for a period extending longer than to the date when the moneys invested may be needed for the purpose for which such fund was created. All earnings on any investments held in any fund shall accrue to and become a part of such fund. Section 506. Nonpresentment of Bonds. If any Bond is not presented for payment when the principal thereof becomes due at Maturity, if funds sufficient to pay such Bond have been made available to the Paying Agent all liability of the City to the Registered Owner thereof for the payment of such Bond shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the Registered Owner of such Bond, who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Ordinance or on, or with respect to, said Bond. If any Bond is not presented for payment within one year following the date when such Bond becomes due at Maturity, the Paying Agent shall repay without liability for interest thereon, to the City the funds theretofore held by it for payment of such Bond, and such Bond shall, subject to the defense of any applicable statute of -17- limitation, thereafter be an unsecured obligation of the City, and the Registered Owner thereof shall be entitled to look only to the City for payment, and then only to the extent of the amount so repaid to it by the Paying Agent, and the City shall not be liable for any interest thereon and shall not be regarded as a trustee of such money. Section 507. Payments Due on Saturdays, Sundays and Holidays. In any case where a Bond Payment Date is not a Business Day,then payment of the principal or Redemption Price of and interest on the Bonds need not be made on such Bond Payment Date but may be made on the next succeeding Business Day with the same force and effect as if made on such Bond Payment Date, and no interest shall accrue for the period after such Bond Payment Date. ARTICLE VI REMEDIES Section 601. Remedies. The provisions of this Ordinance, including the covenants and agreements herein contained, shall constitute a contract between the City and the Registered Owners of the Bonds, and the Registered Owner or Owners of not less than 10% in principal amount of the Bonds at the time Outstanding shall have the right for the equal benefit and protection of all Registered Owners of Bonds similarly situated: (a) by mandamus or other suit, action or proceedings at law or in equity to enforce the rights of such Registered Owner or Owners against the City and its officers, agents and employees, and to require and compel duties and obligations required by the provisions of this Ordinance or by the constitution and laws of the State of Missouri; (b) by suit, action or other proceedings in equity or at law to require the City, its officers, agents and employees to account as if they were the trustees of an express trust; and (c) by suit, action or other proceedings in equity or at law to enjoin any acts or things which may be unlawful or in violation of the rights of the Registered Owners of the Bonds. Section 602. Limitation on Rights of Bondowners. The covenants and agreements of the City contained herein and in the Bonds shall be for the equal benefit, protection and security of the legal owners of any or all of the Bonds. All of the Bonds shall be of equal rank and without preference or priority of one Bond over any other Bond in the application of the funds herein pledged to the payment of the principal of and the interest on the Bonds, or otherwise, except as to rate of interest, or date of Maturity or right of prior redemption as provided in this Ordinance. No one or more Bondowners secured hereby shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security granted and provided for herein, or to enforce any right hereunder, except in the manner herein provided, and all proceedings at law or in equity shall be instituted, had and maintained for the equal benefit of all Registered Owners of such Outstanding Bonds. Section 603. Remedies Cumulative. No remedy conferred herein upon the Bondowners is intended to be exclusive of any other remedy, but each such remedy shall be cumulative and in addition to every other remedy and may be exercised without exhausting and without regard to any other remedy conferred herein. No waiver of any default or breach of duty or contract by the Registered Owner of any Bond shall extend to or affect any subsequent default or breach of duty or contract or shall impair any rights or remedies consequent thereon. No delay or omission of any Bondowner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver -18- of any such default or acquiescence therein. Every substantive right and every remedy conferred upon the Registered Owners of the Bonds by this Ordinance may be enforced and exercised from time to time and as often as may be deemed expedient. If any suit, action or proceedings taken by any Bondowner on account of any default or to enforce any right or exercise any remedy has been discontinued or abandoned for any reason, or has been determined adversely to such Bondowner, then, and in every such case, the City and the Registered Owners of the Bonds shall be restored to their former positions and rights hereunder, respectively, and all rights,remedies,powers and duties of the Bondowners shall continue as if no such suit, action or other proceedings had been brought or taken. Section 604. No Acceleration. Notwithstanding anything herein to the contrary, the Bonds are not subject to acceleration upon the occurrence of an event of default hereunder. Section 605. No Obligation to Levy Taxes. Nothing contained in this Ordinance shall be construed as imposing on the City any duty or obligation to levy any taxes either to meet any obligation incurred hereunder or to pay the principal of or interest on the Bonds. ARTICLE VII DEFEASANCE Section 701. Defeasance. When any or all of the Bonds or scheduled interest payments thereon have been paid and discharged, then the requirements contained in this Ordinance and all other rights granted hereby shall terminate with respect to the Bonds or scheduled interest payments thereon so paid and discharged. Bonds or scheduled interest payments thereon shall be deemed to have been paid and discharged within the meaning of this Ordinance if there has been deposited with the Paying Agent, or other commercial bank or trust company located in the State of Missouri and having full trust powers, at or prior to the Stated Maturity or Redemption Date of said Bonds or the interest payments thereon, in trust for and irrevocably appropriated thereto, moneys and Defeasance Obligations which, together with the interest to be earned on any such Defeasance Obligations, will be sufficient for the payment of the principal of and redemption premium, if any, on said Bonds and interest accrued to the Stated Maturity or Redemption Date, or if default in such payment has occurred on such date, then to the date of the tender of such payments; provided, however, that if any such Bonds are to be redeemed prior to their Stated Maturity, (i) the City has elected to redeem such Bonds, and(ii) either notice of such redemption has been given, or the City has given irrevocable instructions, or shall have provided for an escrow agent to give irrevocable instructions, to the Paying Agent to give such notice of redemption in compliance with Section 302(a) hereof. Any money and Defeasance Obligations that at any time shall be deposited with the Paying Agent or other commercial bank or trust company by or on behalf of the City, for the purpose of paying and discharging any of the Bonds, shall be and are hereby assigned, transferred and set over to the Paying Agent or other bank or trust company in trust for the respective Registered Owners of the Bonds, and such moneys shall be and are hereby irrevocably appropriated to the payment and discharge thereof. All money and Defeasance Obligations deposited with the Paying Agent or other bank or trust company shall be deemed to be deposited in accordance with and subject to all of the provisions of this Ordinance. -19- ARTICLE VIII MISCELLANEOUS PROVISIONS Section 801. Tax Covenants (a) The City covenants and agrees that (i) it will comply with all applicable provisions of the Code, including Sections 103 and 141 through 150, necessary to maintain the exclusion from federal gross income of the interest on the Bonds, and (ii) it will not use or permit the use of any proceeds of Bonds or any other funds of the City, nor take or permit any other action, or fail to take any action, which would adversely affect the exclusion from federal gross income of the interest on the Bonds. The City will also adopt such other ordinances or resolutions and take such other actions as may be necessary to comply with the Code and with other applicable future law, in order to ensure that the interest on the Bonds will remain excluded from federal gross income, to the extent any such actions can be taken by the City. (b) The City covenants and agrees that (i) it will use the proceeds of the Bonds as soon as practicable and with all reasonable dispatch for the purposes for which the Bonds are issued, and (ii) it will not invest or directly or indirectly use or permit the use of any proceeds of the Bonds or any other funds of the City in any manner, or take or omit to take any action, that would cause the Bonds to be "arbitrage bonds"within the meaning of Section 148(a) of the Code. (c) The City covenants and agrees that it will pay or provide for the payment from time to time of all rebatable arbitrage to the United States pursuant to Section 148(f) of the Code and the Arbitrage Instructions. This covenant shall survive payment in full or defeasance of the Bonds. The Arbitrage Instructions may be amended or replaced if, in the opinion of Bond Counsel, such amendment or replacement will not adversely affect the exclusion from federal gross income of the interest on the Bonds. (d) The City covenants and agrees that it will not use any portion of the proceeds of the Bonds, including any investment income earned on such proceeds, directly or indirectly, (i) in a manner that would cause any Bond to be a "private activity bond" within the meaning of Section 141(a) of the Code, or(ii)to make or finance a loan to any Person. (e) 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 that: (i) 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 thereof) during the calendar year in which the Bonds are issued is not reasonably expected to exceed$30,000,000; and (ii) the City (including all subordinate entities thereof) will not issue an aggregate principal amount of obligations designated by the City to be "qualified tax-exempt obligations" during the calendar year in which the Bonds are issued, including the Bonds, in excess of $30,000,000, without first obtaining an opinion of Bond Counsel that the designation of the Bonds as"qualified tax-exempt obligations''will not be adversely affected. The City Manager is hereby authorized to take such other action as may be necessary to make effective the designation in this subsection(e). -20- (f) The foregoing covenants shall remain in full force and effect notwithstanding the defeasance of the Bonds pursuant to Article VII of this Ordinance or any other provision of this Ordinance,until the final maturity date of all Bonds Outstanding. Section 802. Annual Audit. (a) Annually, promptly after the end of the Fiscal Year, the City will cause an audit to be made of its funds and accounts for the preceding Fiscal Year by an independent public accountant or firm of independent public accountants. (b) Within 30 days after the completion of each such audit, a copy thereof shall be filed in the office of the City Clerk, and a duplicate copy of the audit shall be mailed to the Purchaser. Such audits shall at all times during the usual business hours be open to the examination and inspection by any taxpayer, any Registered Owner of any of the Bonds, or by anyone acting for or on behalf of such taxpayer or Registered Owner. Section 803. Amendments. (a) The rights and duties of the City and the Bondowners, and the terms and provisions of the Bonds or of this Ordinance, may be amended or modified at any time in any respect by Ordinance of the City with the written consent of the Registered Owners of not less than a majority in principal amount of the Bonds then Outstanding, such consent to be evidenced by an instrument or instruments executed by such Registered Owners and duly acknowledged or proved in the manner of a deed to be recorded, and such instrument or instruments shall be filed with the City Clerk, but no such modification or alteration shall: (i) extend the maturity of any payment of principal or interest due upon any Bond; (ii) effect a reduction in the amount which the City is required to pay as principal of or interest on any Bond; (iii) 'permit preference or priority of any Bond over any other Bond; or (iv) reduce the percentage in principal amount of Bonds required for the written consent to any modification or'alteration of the provisions of this Ordinance. (b) Any provision of the Bonds or of this Ordinance may, however, be amended or modified by Ordinance duly adopted by the City Council at any time in any legal respect with the written consent of the Registered Owners of all of the Bonds at the time Outstanding. (c) Without notice to or the consent of any Bondowners, the City may amend or supplement this Ordinance for the purpose of curing any formal defect, omission, inconsistency or ambiguity therein or in connection with any other change therein which is not.materially adverse to the interests of the Bondowners. (d) Every amendment or modification of the provisions of the Bonds or of this Ordinance, to which the written consent of the Bondowners is given, as above provided, shall be expressed in an ordinance adopted by the City Council amending or supplementing the provisions of this Ordinance and shall be deemed to be a part of this Ordinance. A certified copy of every such amendatory or supplemental ordinance, if any, and a certified copy of this Ordinance shall always be kept on file in the office of the City Clerk, shall be made available for inspection by the Registered Owner of any Bond or a -21- prospective purchaser or owner of any Bond authorized by this Ordinance, and upon payment of the reasonable cost of preparing the same, a certified copy of any such amendatory or supplemental ordinance or of this Ordinance will be sent by the City Clerk to any such Bondowner or prospective Bondowner. (e) Any and all modifications made in the manner hereinabove provided shall not become effective until there has been filed with the City Clerk a copy of the ordinance of the City hereinabove provided for, duly certified, as well as proof of any required consent to such modification by the Registered Owners of the Bonds then Outstanding. It shall not be necessary to note on any of the Outstanding Bonds any reference to such amendment or modification. (f) The City shall furnish to the Paying Agent a copy of any amendment to the Bonds or this Ordinance which affects the duties or obligations of the Paying Agent under this Ordinance. Section 804. Notices, Consents and Other Instruments by Bondowners. (a) Any notice, consent, request, direction, approval or other instrument to be signed and executed by the Bondowners may be in any number of concurrent writings of similar tenor and may be signed or executed by such Bondowners in person or by agent appointed in writing. ' Proof of the execution of any such instrument or of the writing appointing any such agent and of the ownership of Bonds, other than the assignment of the ownership of a Bond, if made in the following manner, shall be sufficient for any of the purposes of this Ordinance, and shall be conclusive in favor of the City and the Paying Agent with regard to any action taken, suffered or omitted under any such instrument, namely: (i) 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. (ii) The fact of ownership of Bonds, the amount'or',inlounts, numbers and other identification of Bonds, and the date of holding the same shall be proved by the Bond Register. (b) In determining whether the Registered Owners of the requisite,principal,amount of Bonds Outstanding have given any request, demand, authorization, direction, notice, consent or waiver under this Ordinance, Bonds owned by the City shall be disregarded and deemed not to be Outstanding under this Ordinance, except that, in determining whether the Bondowners shall-be'protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Bonds which the Bondowners know to be so owned shall be so disregarded. Notwithstanding the foregoing, Bonds so owned which have been pledged in good faith shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Bondowners the pledgee's right so to act with respect to such Bonds and that the pledgee is not the City. Section 805. Continuing Disclosure. The Continuing Disclosure Agreement, in substantially the form attached hereto as Exhibit D, is hereby authorized and approved. The City Manager is hereby authorized to execute the Continuing Disclosure Agreement. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement executed by the City, as originally executed and as it may be amended from time to time in accordance with the terms thereof. Upon failure of the City to comply with the Continuing Disclosure Agreement, any Bondowner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Section. In no event will a default under the Continuing Disclosure Agreement be considered a default pursuant to this Ordinance. - -22- Section 806. Further Authority. The officers of the City, including the Mayor, City Manager, Finance Director and City Clerk, are hereby authorized and directed to execute all documents and take such actions as they may deem necessary or advisable in order to carry out and perform the purposes of this Ordinance and to make ministerial alterations, changes or additions in the foregoing agreements, statements, instruments and other documents herein approved, authorized and confirmed which they may approve, and the execution or taking of such action shall be conclusive evidence of such necessity or advisability. Section 807. Parties Interested Herein. Nothing in this Ordinance expressed or implied is intended or shall be construed to confer upon, or to give or grant to, any person or entity, other than the City, the Paying Agent and the Bondowners, any right, remedy or claim under or by reason of this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agrees in this Ordinance contained by and on behalf of the City shall be for the sole and exclusive benefit of the City,the Paying Agent and the Bondowners. Section 808. Severability. If any section or other part of this Ordinance, whether large or small, is for any reason held invalid, the invalidity thereof shall not affect the validity of the other provisions of this Ordinance. Section 809. Governing Law. This Ordinance shall be governed exclusively by and construed in accordance with the applicable laws of the State of Missouri. Section 810. Effective Date. This Ordinance shall take effect 10 days from and after its final passage. PASSED by t Council of the City of Cape Girardeau, Missouri, this 1 st day of March, 2010. JEAV . (SEAL) ra J Ma ATTEST: City Clerk First reading: February 1, 2010 -23- EXHIBIT A TO ORDINANCE (FORM OF BONDS) EXCEPT AS OTHERWISE PROVIDED IN THE ORDINANCE DESCRIBED HEREIN), THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY (DESCRIBED HEREIN) OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. UNITED STATES OF AMERICA STATE OF MISSOURI Registered Registered No. $ CITY OF CAPE GIRARDEAU,MISSOURI SPECIAL OBLIGATION BOND SERIES 2010A Interest Rate Maturitv Date Dated Date CUSIP Number % January 1,20_ March 2010 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS THE CITY OF CAPE GIRARDEAU, MISSOURI, a constitutional charter city and political subdivision of the State of Missouri (the `'City"), for value received, hereby acknowledges itself to be indebted and promises to pay to the Registered Owner shown above unless called for redemption prior to said maturity date, or registered assigns, the principal amount shown above on the maturity date shown above and to pay interest thereon at the interest rate per annum shown above (computed on the basis of a 360-day year of twelve 30-day months) from the Dated Date shown above or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on January 1 and July 1 in each year, beginning on July 1, 2010, until said principal amount has been paid. The principal or Redemption Price of this Bond shall be paid at maturity or upon earlier redemption by check or draft to the Person in whose name this Bond is registered on the Bond Register at the maturity date or Redemption Date thereof, upon presentation and surrender of this Bond at the principal payment office of UMB Bank, N.A., St. Louis, Missouri (the "Paying Agent") or at such other office designated by the Paying Agent. The interest payable on this Bond on any Interest Payment Date A-1 shall be paid to the person in whose name this Bond is registered on the Bond Register maintained by the Paying Agent at the close of business on the Record Date for such interest, which shall be the 15th day (whether or not a Business Day) of the calendar month next preceding the Interest Payment Date. Such interest shall be payable (a) by check or draft mailed by the Paying Agent to the address of such Registered Owner shown on the Bond Register or (b) by electronic transfer to such Registered Owner upon written notice signed by such Owner, given to the Paying Agent, not less than 15 days prior to the Record Date for such interest, containing the electronic transfer instructions including the bank (which shall be in the continental United States), ABA routing number and account number to which such Registered Owner wishes to have such transfer directed and an acknowledgment that an electronic transfer fee is payable. The principal or Redemption Price of and interest on the Bonds shall be payable by check or draft in any coin or currency that, on the respective dates of payment thereof, is legal tender for the payment of public and private debts. This Bond is one of an authorized series of bonds of the City designated "Special Obligation Bonds, Series 2010A," aggregating the principal amount of$1,275,000 (the "Bonds"), issued by the City for the purpose of providing funds to (a) acquire new automated trash collection/recycling trucks for the public works department and (b) pay the costs of issuing the Bonds, under the authority of and in full compliance with the City's Charter, the Constitution and laws of the State of Missouri, and pursuant to an ordinance duly passed (the "Ordinance") and proceedings duly and legally had by the governing body of the City. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Ordinance. At the option of the City, Bonds maturing on January 1, 2018 will be subject to redemption and payment prior to maturity on January 1, 2017 and thereafter in whole or in part at any time in such order of maturity determined by the City (Bonds of less than a single maturity to be selected in multiples of $5,000 principal amount), at the Redemption Price of 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date. Notice of redemption, unless waived, is to be given by the Paying Agent by mailing an official redemption notice by first class mail at least 30 days but not more than 60 days prior to the Redemption Date to the Purchaser and each Registered Owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register maintained by the Paying Agent. Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the City defaults in the payment of the Redemption Price) such Bonds or portions of Bonds shall cease to bear interest. The Bonds shall be special obligations of the City payable as to both principal and interest solely from annual appropriations of funds by the City for such purpose. The obligation of the City to make payments into the Debt Service Fund and any other obligations of the City to make payments under the Ordinance do not constitute a general obligation or indebtedness of the City for which the City is obligated to levy or pledge any form of taxation, or for which the City has levied or pledged any form of taxation and shall not be construed to be a debt of the City in contravention of any applicable constitutional, statutory or charter limitation or requirement but in each Fiscal Year shall be payable solely from the amounts pledged or appropriated therefor(i) out of the income and revenues provided for such year plus (ii) any unencumbered balances for previous years. The Bonds are issuable in the form of fully-registered Bonds in the denominations of$5,000 or any integral multiple thereof. A-2 The Bonds are being issued by means of a book-entry system with no physical distribution of bond certificates to be made except as provided in the Ordinance. One Bond certificate with respect to each date on which the Bonds are stated to mature, registered in the nominee name of the Securities Depository, is being issued and required to be delivered to and immobilized with the Securities Depository or with the Paying Agent as its agent. The book-entry system will evidence positions held in the Bonds by the Securities Depository's participants, beneficial ownership of the Bonds in authorized denominations being evidenced in the records of such participants. Transfers of ownership shall be effected on the records of the Securities Depository and its participants. The Paying Agent and the City will recognize the Securities Depository nominee, while the Registered Owner of this Bond, as the owner of this Bond for all purposes, including (i) payments of principal or Redemption Price of and interest on, this Bond, (ii) notices and (iii) voting. Transfers of principal or Redemption Price and interest payments to participants of the Securities Depository will be the responsibility of such participants and other nominees of such beneficial owners. The Paying Agent and the City will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by the Securities Depository, the Securities Depository nominee, its participants or persons acting through such participants. While the Securities Depository nominee is the owner of this Bond, notwithstanding the provision hereinabove contained, payments of principal of and interest on this Bond shall be made in accordance with existing arrangements between the Paying Agent, the City and the Securities Depository. EXCEPT AS OTHERWISE PROVIDED IN THE ORDINANCE, THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. This Bond may be transferred or exchanged, as provided in the Ordinance, only on the Bond Register kept for that purpose at the principal payment office of the Paying Agent or at such other office designated by the Paying Agent, upon surrender of this Bond together with a written instrument of transfer or authorization for exchange satisfactory to the Paying Agent duly executed by the Registered Owner or the Registered Owner's duly authorized agent, and thereupon a new Bond or Bonds in any authorized denomination of the same maturity and in the same aggregate principal amount shall be issued to the transferee in exchange therefor as provided in the Ordinance and upon payment of the charges therein prescribed. The City and the Paying Agent may deem and treat the Person in whose name this Bond is registered on the Bond Register as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or Redemption Price hereof and interest due hereon and for all other purposes and neither the City nor the Paying Agent shall be effected by any notice to the contrary. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Ordinance until the Certificate of Authentication hereon has been executed by the Paying Agent. IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions and things required to be done and to exist precedent to and in the issuance of the Bonds have been done and performed and do exist in due and regular form and manner as required by the Constitution and laws of the State of Missouri. A-3 IN WITNESS WHEREOF, the CITY OF CAPE GIRARDEAU, MISSOURI, has caused this Bond to be executed by the manual or facsimile signature of its City Manager and attested by the manual or facsimile signature of its City Clerk and its official seal to be affixed or imprinted hereon. CERTIFICATE OF AUTHENTICATION CITY OF CAPE GIRARDEAU,MISSOURI This Bond is one of the Bonds of the issue described in the within-mentioned Ordinance. By: City Manager Registration Date: UMB BANK,N.A., (Seal) Paying Agent ATTEST: By Authorized Signatory City Clerk A-4 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Print or Type Name, Address and Social Security Number or other Taxpayer Identification Number of Transferee the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints agent to transfer the within Bond on the books kept by the Paying Agent for the registration thereof, with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Bond in every particular. Signature Guaranteed By: (Name of Eligible Guarantor Institution as defined by SEC Rule 17 Ad-15 (17 CFR 240.17 Ad-15)) By: Title: A-5 LEGAL OPINION The following is a true and correct copy of the approving legal opinion of Gilmore & Bell, P.C., Bond Counsel, which was dated and issued as of the date of original issuance and delivery of the Bonds: Gilmore&Bell A Professional Corporation One Metropolitan Square, Suite 2350 211 North Broadway St. Louis,Missouri 63102 (LEGAL OPINION OF BOND COUNSEL) A-6 EXHIBIT B TO ORDINANCE PRELIMINARY OFFICIAL STATEMENT [On file in the office of the City Clerk] B-1 EXHIBIT C TO ORDINANCE BOND PURCHASE AGREEMENT [On file in the office of the City Clerk] C-1 $1,275,000 CITY OF CAPE GIRARDEAU,MISSOURI SPECIAL OBLIGATION BONDS SERIES 2010A BOND PURCHASE AGREEMENT March 1, 2010 Mayor and City Council Cape Girardeau,Missouri Ladies and Gentlemen: On the basis of the representations, warranties and covenants and upon the terms and conditions contained in this Bond Purchase Agreement, Piper Jaffray & Co., Leawood, Kansas (the "Purchaser"), hereby offers to purchase $1,275,000 aggregate principal amount of Special Obligation Bonds, Series 2010A (the '`Bonds"), to be issued by the City of Cape Girardeau, Missouri (the "City") under and pursuant to an ordinance adopted by the City Council of the City on March 1, 2010 (the "Ordinance'). Capitalized terms used herein shall have the meanings set forth in the Ordinance unless some other meaning is plainly indicated. This offer is made subject to acceptance of this Bond Purchase Agreement by the City Council on or before 11:59 p.m., Central time, on March 1, 2010. SECTION 1. CITY'S REPRESENTATIONS AND WARRANTIES By acceptance hereof,the City hereby represents and warrants to the Purchaser that: (a) The City is a constitutional charter city and political subdivision organized and existing under the laws of the State of Missouri. (b) The City has complied with all provisions of the Constitution and the laws of the State of Missouri and has full power and authority to consummate all transactions contemplated by the Ordinance and this Bond Purchase Agreement, and all other agreements relating thereto. (c) The City has duly authorized by all necessary action to be taken by the City (1)the adoption and performance of the Ordinance; (2) the execution, delivery and performance of this Bond Purchase Agreement; (3) the execution, delivery and performance of the Continuing Disclosure Agreement (the "Disclosure Agreement") between the City and UMB Bank N.A., St. Louis, Missouri, as dissemination agent; (4) the approval of the Official Statement (defined herein); (5)the execution and performance of any and all such other agreements and documents as may be required to be executed, delivered and performed by the City in order to carry out, give effect to and consummate the transactions contemplated by the Ordinance and this Bond Purchase Agreement; and (6) the carrying out, giving effect to and consummation of the transactions contemplated by the Ordinance and this Bond Purchase Agreement. Executed counterparts of the Ordinance and all such other agreements and documents specified herein will be delivered to the Purchaser by the City at the Closing Time(as defined below). (d) The Ordinance, this Bond Purchase Agreement and the Disclosure Agreement (collectively, the"Transaction Documents"), when executed and delivered by the City,will be the legal, valid and binding obligations of the City enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by any applicable bankruptcy, reorganization, insolvency, moratorium or other law or laws affecting the enforcement of creditors' rights generally or against entities such as the City and further subject to the availability of equitable remedies. (e) The Bonds have been duly authorized by the City, and when issued, delivered and paid for as provided for herein and in the Ordinance, will have been duly executed, authenticated, issued and delivered and will constitute valid and binding obligations of the City enforceable in accordance with their terms and entitled to the benefits and security of the Ordinance (subject to any applicable bankruptcy, reorganization, insolvency, moratorium or other law or laws affecting the enforcement of creditors' rights generally or against entities such as the City and further subject to the availability of equitable remedies). (f) The execution and delivery of the Transaction Documents, the Bonds and the Official Statement and compliance with the provisions thereof, will not conflict with or constitute on the part of the City a violation or breach of, or a default under, any existing law, regulation, court or administrative decree or order, or any agreement, ordinance, mortgage, lease or other instrument to which it is subject or by which it is or may be bound. (g) The City is not, or with the giving of notice or lapse of time or both would not be, in violation of or in default under any indenture, mortgage, deed of trust, loan agreement, bonds or other agreement or instrument to which the City is a party or by which it is or may be bound, except for violations and defaults which individually and in the aggregate are not material to the City and will not be material to the holders of the Bonds. As of the Closing Time, no event will have occurred and be continuing which with the lapse of time or the giving of notice, or both, would constitute an event of default under the Ordinance or the Bonds. (h) The information contained in the Preliminary Official Statement dated February 16, 2010, as amended and supplemented by the Official Statement dated March 1, 2010 and in any amendment or supplement thereto that may be authorized for use by the City with respect to the Bonds (collectively, the "Official Statement"), relating to (1) the organization, operations, and financial and other affairs of the City, and (2) the financial statements referred to in subsection 0) hereof, (3) application by the City of the proceeds to be received by it from the sale of the Bonds, and (4) the City's participation in the transactions contemplated by the Ordinance and this Bond Purchase Agreement is, and as of the Closing Time will be, true, correct and complete in all material respects and does not omit and will not omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (i) For the purpose of enabling the Purchaser to comply with the requirements of Rule 15c2-12(b)(1) of the Securities and Exchange Commission, promulgated under the Securities Exchange Act of 1934, as amended (the "1934 Act"), the City hereby deems the information regarding the City contained in the Preliminary Official Statement to be "final" as of -2- its date, except for the omission of such information as is permitted by Rule 15c2-12(b)(1), such as offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings, identity of the underwriters and other terms of the Bonds depending on such matters. (j) The financial statements of the City for the fiscal year ending June 30, 2009 contained in the Official Statement in Appendix A attached thereto, except as noted therein, present fairly and accurately the financial condition of the City as of the dates indicated and the results of its operations for the periods specified. (k) The City has not, since June 30, 2009, incurred any material liabilities and there has been no material adverse change in the condition of the City, financial or otherwise, other than as set forth in the Official Statement. (1) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending or, to the knowledge of the City, threatened against or affecting the City (or, to its knowledge, any basis therefor) wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the Ordinance or the validity of the Bonds, the Transaction Documents or any agreement or instrument to which the City is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or by the Ordinance. (m) The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the City is a bond issuer whose arbitrage certifications may not be relied upon. Any certificate signed by any of the authorized officials of the City and delivered to the Purchaser in connection with the Closing shall be deemed a representation and warranty by the City to the Purchaser as to the statements made therein. SECTION 2. COVENANTS AND AGREEMENTS OF THE CITY The City covenants and agrees with the Purchaser for the time period specified, and if no period is specified, for so long as any of the Bonds remain outstanding, as follows: (a) To cooperate with the Purchaser and its counsel in any reasonable endeavor to qualify the Bonds for offering and sale under the securities or "Blue Sky" laws of such jurisdictions of the United States as the Purchaser may reasonably request; provided that nothing contained herein shall require the City to file written consents to suit and file written consents to service of process in any jurisdiction in which such consent may be required by law or regulation so that the Bonds may be offered or sold. The City consents to the use of drafts of the Preliminary Official Statement, the Preliminary Official Statement and drafts of the Official Statement prior to the availability of the Official Statement by the Purchaser in obtaining such qualification. The Purchaser shall pay all expenses and costs (including legal, registration and filing fees) incurred in connection therewith. (b) If, prior to the earlier of(i) 90 days after the "end of the underwriting period" (as defined in Rule 15c2-12 under the 1934 Act) or (ii)the time when the Official Statement is available to any person from the Municipal Securities Rulemaking Board, but in no case earlier than 25 days after the end of the underwriting period, any event shall occur relating to or affecting the City as a result of which it is necessary to amend or supplement the Official Statement in -3- order to make the statements therein, in the light of the circumstances existing when the Official Statement is delivered to a purchaser, not materially misleading, or the Official Statement is required to be amended or supplemented to comply with law, the City shall promptly prepare and furnish, at the expense of the City, to the Purchaser and to the dealers (whose names and addresses the Purchaser will furnish to the City) to which Bonds may have been sold by the Purchaser and to any other dealers upon request, such amendments or supplements to the Official Statement as may be necessary so that the statements in the Official Statement as so amended or supplemented will not, in the light of the circumstances existing when the Official Statement is delivered to a purchaser of the Bonds,be misleading or so that the Official Statement will comply with law. (c) Within seven business days after the date of this Bond Purchase Agreement or within sufficient time to accompany any confirmation that requests payment from any customer of the Purchaser, whichever is earlier, the City shall provide to the Purchaser sufficient copies of the Official Statement to enable the Purchaser to comply with the requirements of Rule 15c2-12(b)(4) under the 1934 Act, and with the requirements of Rule G-32 of the Municipal Securities Rulemaking Board. (d) From the date hereof until the Closing Time, the City shall furnish the Purchaser with a copy of any proposed amendment or supplement to the Official Statement for review and shall not use any such proposed amendment or supplement to which the Purchaser reasonably objects. (e) The proceeds of the Bonds will be used as provided in the Ordinance for the purposes set forth in the Official Statement. (f) The Disclosure Agreement will require the City to provide, upon request, the annual financial information, and event notices to information repositories in the manner and to the extent required by Rule 15c2-12 ("Rule 15c2-12") under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and in a manner and to the extent described in the Preliminary Official Statement under the caption "CONTINUING DISCLOSURE." SECTION 3. PURCHASE, SALE AND DELIVERY OF THE BONDS On the basis of the representations, warranties, covenants and agreements contained herein and in the other agreements and documents referred to herein, and subject to the terms and conditions herein set forth, at the Closing Time the Purchaser agrees to purchase from the City and the City agrees to sell to the Purchaser the Bonds at a purchase price of$1,280,468.60 (which is equal to the par amount of the Bonds, plus a net original issue premium of $15,031.10, less an underwriter's discount of $9,562.50), plus accrued interest thereon from the date of the Bonds to the date of payment and delivery, if any. The Bonds shall be issued under and secured as provided in the Ordinance, and the Bonds shall have the maturities and interest rates and be subject to redemption as set forth in the Ordinance and the Official Statement. The Purchaser initially agrees to offer the Bonds to the public at the prices set forth in Exhibit A attached hereto,but may subsequently change such offering prices; the Purchaser agrees to notify the City of such changes, if such changes occur prior to the Closing Time, but failure so to notify shall not invalidate such changes. The Purchaser may offer and sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) at prices lower than the public offering prices. -4- Payment for the Bonds shall be made by federal wire transfer or certified or official bank check or draft in immediately available federal funds payable to the order of the City for the account of the City, at the offices of Gilmore&Bell,P.C., 211 North Broadway, Suite 2350, St. Louis, Missouri, at 9:00 a.m., local time, on March 22, 2010, or such other place, time or date as shall be mutually agreed upon by the City and the Purchaser. Upon such payment, the Bonds shall be delivered and released upon the instructions of the Purchaser to The Depository Trust Company, New York, New York. The date of such delivery and payment is herein called the "Closing Date," and the hour and date of such delivery and payment is herein called the"Closing Time". The delivery of the Bonds shall be made in book-entry form, as fully-registered bonds (in such denominations as the Purchaser shall specify in writing at least 48 hours prior to the Closing Time) duly executed and authenticated and bearing CUSIP numbers (provided neither the printing of a wrong number on any Bond nor the failure to print a number thereon shall constitute cause to refuse delivery of any Bond); provided, however, that the Bonds may be delivered in temporary form. If delivered in definitive form, the Bonds shall be available for examination and packaging by the Purchaser at least 24 hours prior to the Closing Time. SECTION 4. USE OF OFFICIAL STATEMENT The City hereby ratifies and confirms the Purchaser's use of the Preliminary Official Statement; and the City authorizes, and will make available, the Official Statement for the use by the Purchaser in connection with the sale of the Bonds. SECTION 5. CONDITIONS TO THE PURCHASER'S OBLIGATIONS The Purchaser's obligations hereunder shall be subject to the due performance by the City of its obligations and agreements to be performed hereunder at or prior to the Closing Time and to the accuracy and completeness of the City's representations and warranties contained herein, as of the date hereof and as of the Closing Time, and are also subject to the following conditions: (a) The Bonds and the Ordinance shall have been duly authorized, executed and delivered in the forms heretofore approved by the Purchaser with only such changes therein as shall be mutually agreed upon by the Purchaser and the City. (b) At the Closing Time, the Purchaser shall receive: (1) The opinion in form and substance satisfactory to the Purchaser, dated as of the Closing Date, of Gilmore & Bell, P.C., Bond Counsel, relating to the valid authorization and issuance of the Bonds, the due authorization and adoption of the Ordinance by the City Council, the exclusion of interest on the Bonds from gross income for federal income tax purposes and certain other matters; (2) A certified copy of the Ordinance authorizing or approving, as appropriate, the execution and delivery of the Official Statement, the Disclosure Agreement, this Bond Purchase Agreement and the Bonds, together with certificates dated the Closing Date to the effect that the Ordinance has not been modified, amended or repealed; (3) A certificate of the City, satisfactory in form and substance to the Purchaser, dated as of the Closing Date, to the effect that (i) since the date of the Preliminary Official Statement there has not been any material adverse change in the -5- business, properties, financial condition or results of operations of the City, whether or not arising from transactions in the ordinary course of business, from that set forth in the Preliminary Official Statement, and except in the ordinary course of business or as set forth in the Preliminary Official Statement, the City has not incurred any material liability; (ii) there is no action, suit, proceeding or, to the knowledge of the City, any inquiry or investigation at law or in equity or before or by any public board or body pending or, to the knowledge of the City, threatened against or affecting the City, its officers or its property or, to the best of the knowledge of the City, any basis therefor, wherein an unfavorable decision, ruling or finding would adversely affect the City, the transactions contemplated by the Transaction Documents or the Official Statement or the validity or enforceability of the Bonds or the Transaction Documents, which are not disclosed in the Official Statement; (iii) to the knowledge of the City, the information contained in the Official Statement relating to the City is true in all material respects and does not contain any untrue statement of a material fact and does not omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; (iv) the City has duly authorized, by all necessary action, the execution, delivery and due performance by the City of the Transaction Documents; and(v) the representations and warranties of the City set forth herein were accurate and complete as of the date hereof and are accurate and complete as of the Closing Time; (4) A completed Form 8038-G (Information Return for Tax-Exempt Governmental Obligations); (5) Evidence satisfactory to the Purchaser that the Bonds have been rated "A+"by Standard and Poor's; (6) An executed Disclosure Agreement containing provisions requiring the City to provide the annualfinancial information and the event notices to information repositories in the manner and to the extent required by Rule 15c2-12 under the 1934 Act, and in a manner and to the extent described in the Preliminary Official Statement under the caption"CONTINUING DISCLOSURE" and acceptable to the Purchaser; and (7) Such additional certificates, legal and other documents, listed on a closing agenda to be approved by Bond Counsel, as the Purchaser may reasonably request to evidence performance or compliance with the provisions hereof and the transactions contemplated hereby and by the Ordinance, or as Bond Counsel shall require in order to render its opinion, all such certificates and other documents to be satisfactory in form and substance to the Purchaser. SECTION 6. CONDITIONS TO THE CITY'S OBLIGATIONS The obligations of the City hereunder are subject to the Purchaser's performance of its obligations hereunder. SECTION 7. THE PURCHASER'S RIGHT TO CANCEL The Purchaser shall have the right to cancel its obligations hereunder to purchase the Bonds by notifying the City in writing or by telegram of its election to make such cancellation prior to the Closing Time, if at any time prior to the Closing Time: (a) The Preliminary Official Statement deemed by the City to be "final" pursuant to Section 1(i)hereof is thereafter amended or supplemented in a manner that may, in the reasonable judgment of the Purchaser,have a material adverse effect on the marketability of the Bonds. (b) A committee of the House of Representatives or the Senate of the Congress of the United States shall have pending before it legislation which, if enacted in its form as introduced or as amended, would have the purpose or effect of imposing federal income taxation upon interest received on obligations of the general character of the Bonds, or the Bonds, which, in the Purchaser's opinion,materially adversely affects the market price of the Bonds; (c) A tentative decision with respect to legislation shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in or be passed by the House of Representatives or the Senate, or be recommended to the Congress of the United States for passage by the President of the United States, or be enacted by the Congress of the United States, or a decision by a court established under Article III of the Constitution of the United States or the Tax Court of the United States shall be rendered, or a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing federal income taxation, or any other event shall have occurred which results in the imposition of federal income taxation, upon interest received on obligations of the general character of the Bonds, or the Bonds, which, in the Purchaser's opinion, materially and adversely affects the market price of the Bonds; (d) Any legislation, ordinance, rule or regulation shall be introduced in or be enacted by the General Assembly of the State of Missouri or by any other governmental body, department or agency of the State of Missouri, or a decision by any court of competent jurisdiction within the State of Missouri shall be rendered which, in the Purchaser's opinion, materially and adversely affects the market price of the Bonds, or litigation challenging the law under which the Bonds are to be issued shall be filed in any court in the State of Missouri; (e) A stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provision of the Securities Act of 1933, as amended (the "1933 Act"), the 1934 Act or the Trust Indenture Act of 1939, as amended; (f) Legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the Bonds, or the Bonds, including all the underlying obligations, are not exempt from registration under or from other requirements of the 1933 Act or the 1934 Act; (g) Any event shall have occurred, or information become known, which, in the Purchaser's opinion, makes untrue in any material respect any statement or information contained in the Preliminary Official Statement as originally circulated, or has the effect that the Preliminary Official Statement as originally circulated contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; -7- (h) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; (i) The New York Stock Exchange or any other national securities exchange, or any governmental authority, shall impose, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Purchaser; 6) There shall be in force a general suspension of trading on the New York Stock Exchange or a general banking moratorium shall have been declared by federal,Missouri or New York authorities, the effect of which on the financial markets of the United States is such as would, in the Purchaser's opinion, materially adversely affect the market for the Bonds or the ability of the Purchaser to enforce contracts for the sale of the Bonds at the contemplated offering prices; (k) A material default has occurred with respect to the obligations of, or proceedings have been instituted under the Federal bankruptcy laws or any similar state laws by or against, any state of the United States or any city located in the United States having a population in excess of one million persons or any entity issuing obligations on behalf of such a city or state which, in the Purchaser's opinion, materially adversely affects the market price of the Bonds; (1) Any proceeding shall be pending or threatened by the Securities and Exchange Commission against the City; or (m) A war involving the United States shall have been declared, or any conflict involving the armed forces of the United States shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred, which, in the Purchaser's opinion, materially adversely affects the market price of the Bonds, the Purchaser hereby acknowledging that there is no escalation of hostilities or national emergency or crisis of such a character as of the date hereof. SECTION 8. INDEMNIFICATION The City agrees, to the extent legally permitted, to indemnify and hold harmless the Purchaser, any member, officer, official or employee of the Purchaser within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties"), against any and all losses, claims, damages, liabilities or expenses whatsoever caused by any untrue statements or misleading statement or allegedly misleading statement of a material fact contained in the Official Statement or caused by any omission or alleged omission from the Official Statement of any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the City shall have no indemnification obligation with respect to any statement or omission in the information contained in the Official Statement under the heading"MISCELLANEOUS-Underwriting." If any action is brought against one or more of the Indemnified Parties based upon the Official Statement and in respect of which indemnity may be sought against the City, the Indemnified Parties shall promptly notify the City in writing and the City shall promptly assume the defense thereof, including the employment of counsel, the payment of all expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel in any such -8- action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Indemnified Parties unless employment of such counsel has been specifically authorized by the City. The City shall not be liable for any settlement of any such action effected without its consent by any of the Indemnified Parties, but if settled with the consent of the City or if there be a final judgment for the plaintiff in any such action against the City or any of the Indemnified Parties, with or without the consent of the City, the City agrees to indemnify and hold harmless the Indemnified Parties to the extent provided herein. SECTION 9. PAYMENT OF EXPENSES Whether or not the Bonds are sold by the City to the Purchaser (unless such sale is prevented at the Closing Time by the Purchaser's default), the Purchaser shall be under no obligation to pay any expenses incident to the performance of the obligations of the City hereunder. If the Bonds are sold by the City to the Purchaser, all expenses and costs to effect the authorization, preparation, issuance, delivery and sale of the Bonds (including, without limitation, the fees and disbursements of Gilmore & Bell, P.C., as Bond Counsel, rating agency fees and paying agent fees, CUSIP fees, and the expenses and costs for the preparation, printing, photocopying, execution and delivery of the Bonds, the Official Statement, this Bond Purchase Agreement and all other agreements and documents contemplated hereby) shall be paid by the City out of the proceeds of the Bonds. If the Bonds are not sold by the City to the Purchaser (unless such sale be prevented at the Closing Time by the Purchaser's default), all such expenses and costs shall be paid by the City. SECTION 10. NOTICE Any notice or other communication to be given under this Bond Purchase Agreement may be given by mailing or delivering the same in writing to the applicable person, as follows: (a) If to the City: City of Cape Girardeau 401 Independence Street P.O. Box 617 Cape Girardeau,Missouri 63702 Attention: City Manager (b) If to the Purchaser: Piper Jaffray& Co. 11150 Overbrook Road, Suite 300 Leawood,Kansas 66211 Attention: Public Finance Department SECTION 11. APPLICABLE LAW; NONASSIGNABILITY This Bond Purchase Agreement shall be governed by the laws of the State of Missouri. This Bond Purchase Agreement shall not be assigned. -9- _. SECTION 12. EXECUTION OF COUNTERPARTS This Bond Purchase Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. SECTION 13. RIGHTS HEREUNDER This Bond Purchase Agreement is made for the benefit of the City and the Purchaser and no other person including any purchaser of the Bonds shall acquire or have any rights hereunder or by virtue hereof. SECTION 14. EFFECTIVE DATE This Bond Purchase Agreement shall become effective, as to the City, on the date on which the Ordinance becomes effective and, as to the Purchaser,upon the date of execution hereof. Upon your acceptance of the offer, the foregoing agreement will be binding upon you and the Purchaser. Please acknowledge your agreement with the foregoing by executing the enclosed copy of this Bond Purchase Agreement prior to the date and time specified on page 1 hereof and returning it to the undersigned. Very truly yours, PIPER JAFFRAY& CO. By Title: Authorized Officer [Bond Purchase Agreement] -10- Accepted and agreed to as of the date first above written. CITY OF CAPE G EAU,MISSOURI By: Title: City Manager [Bond Purchase Agreement] -11- t EXHIBIT A TO BOND PURCHASE AGREEMENT $1,275,000 CITY OF CAPE GIRARDEAU,MISSOURI SPECIAL OBLIGATION BONDS SERIES 2010A MATURITY SCHEDULE Due Principal Interest (January 1) Amount Rate Price 2011 $135,000 3.000% 101.539% 2012 130,000 3.000 102.758 2013 140,000 3.000 103.369 2014 150,000 3.000 103.432 2015 160,000 3.000 102.689 2016 175,000 2.625 98.807 2017 185,000 3.000 99.088 2018 200,000 3.375 99.488 EXHIBIT D TO ORDINANCE CONTINUING DISCLOSURE AGREEMENT [On file in the office of the City Clerk] D-1 3 CONTINUING DISCLOSURE AGREEMENT This CONTINUING DISCLOSURE AGREEMENT dated March 22, 2010 (the "Continuing Disclosure Agreement") is executed and delivered by the CITY OF CAPE GIRARDEAU,MISSOURI (the"City") and UMB BANK,N.A. as dissemination agent (the"Dissemination Agent"). RECITALS 1. This Continuing Disclosure Agreement is being executed and delivered in connection with the issuance of $1,275,000 principal amount of Special Obligation Bonds, Series 2010A (the "Bonds") by the City. The Bonds are being issued pursuant to an ordinance adopted by the governing body of the City on March 1, 2010 (the'`Ordinance"). 2. The City and the Dissemination Agent are entering into this Continuing Disclosure Agreement for the benefit of the Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with the Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"). The City acknowledges that the City is the only "obligated person" with responsibility for continuing disclosure. In consideration of the mutual covenants and agreements herein, the City and the Dissemination Agent covenant and agree as follows: Section 1. Definitions. In addition to the definitions set forth in the Ordinance, which apply to any capitalized term used in this Continuing Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms have the following meanings: "Annual Report" means any Annual Report provided by the City pursuant to, and as described in, Section 2 of this Continuing Disclosure Agreement. "Beneficial Owner" means any registered owner of any Bonds and any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. 'Business Day" means a day other than (a) a Saturday, Sunday or legal holiday, (b) a day on which banks located in any city in which the principal corporate trust office or designated payment office of the paying agent of the Bonds or the Dissemination Agent is located are required or authorized by law to remain closed, or (c) a day on which the Securities Depository or the New York Stock Exchange is closed. "Dissemination Agent" means UMB Bank, N.A., acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the City. "EMMA" means the Electronic Municipal Market Access system for municipal securities disclosures operated by the MSRB, which can be accessed at www.emma.msrb.org. "Material Events" means any of the events listed in Section 3(a) of this Continuing Disclosure Agreement. "MSRB" means the Municipal Securities Rulemaking Board, or any successor repository designated as such by the Securities and Exchange Commission in accordance with the Rule. "Participating Underwriter" means the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Rule" means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. Section 2. Provision of Annual Reports. (a) The City will, or will cause the Dissemination Agent to, not later than 180 days after the end of the City's fiscal year commencing with the fiscal year ending June 30, 2010, provide to the MSRB,via EMMA,the following financial information and operating data(the"Annual Report"): (1) The audited financial statements of the City for the prior fiscal year. If audited financial statements of the City are not available by the time the Annual Report is required to be filed, the Annual Report may contain unaudited financial statements in a format similar to the financial statements contained in the Official Statement, and the audited financial statements will be filed in the same manner as the Annual Report promptly after they become available. (2) Updates as of the end of the fiscal year of the financial information and operating data contained in the final Official Statement under the captions: "DEBT STRUCTURE OF THE CITY — Debt Ratios and Related Information," "—Revenue Obligations," "—Lease Obligations," "FINANCIAL INFORMATION CONCERNING THE CITY — Sources of Revenue" and "THE SOLID WASTE AND RECYCLING DIVISION — Billing and Collection." Any of the items listed above may be included by specific reference to other documents, including official statements of debt issues with respect to which the City is an "obligated person" (as defined by the Rule), which have been filed with the MSRB or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB via EMMA. The City will clearly identify each such other document so included by reference. In each case, the Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in this Section; provided that the audited financial statements of the City may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the City's fiscal year changes, it will give notice of such change in the same manner as for a Material Event under Section 3(d). -2- i (b) Not later than 15 Business Days prior to the date specified in subsection(a) for providing the Annual Report to the MSRB, the City will provide the Annual Report to the Dissemination Agent with instructions to file the Annual Report as specified in subsection (a) or will certify to the Dissemination Agent in writing that the City has provided the Annual Report to the MSRB. (c) If the Dissemination Agent has not received an Annual Report or has not received a written notice from the City that it has provided an Annual Report to the MSRB by the date required in subsection (a), the Dissemination Agent will send a notice to the MSRB in substantially the form attached as Exhibit A. (d) The Dissemination Agent will: (1) notify the City each year not later than 90 days and again not later than 30 days prior to the date for providing the Annual Report to the MSRB, of the date on which its Annual Report must be provided to the Dissemination Agent or the MSRB; (2) notify the Participating Underwriter if the Dissemination Agent has not received the Annual Report with instructions to file the Annual Report as specified in subsection (a) or a written certification that the City has provided the Annual Report to the MSRB 15 days prior to the date specified in subsection (a); and (3) unless the City has certified in writing that the City has provided the Annual Report to the MSRB, promptly following receipt of the Annual Report and instructions required in (b) above, file a report with the City certifying that the Annual Report has been provided pursuant to this Continuing Disclosure Agreement and stating the date it was provided. Section 3. Reporting of Material Events. (a) Pursuant to the provisions of this Section, the City will give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material ("Material Events"): (1) principal and interest payment delinquencies; (2) non-payment related defaults; (3) modifications to rights of Bondowners; (4) optional, contingent or unscheduled Bond calls; (5) defeasances; (6) rating changes; (7) adverse tax opinions or events affecting the tax-exempt status of the Bonds; (8) unscheduled draws on debt service reserves reflecting financial difficulties; (9) unscheduled draws on credit enhancements reflecting financial difficulties; -3- 1 (10) substitution of credit or liquidity providers, or their failure to perform; or (11) release, substitution or sale of property securing repayment of the Bonds. (b) The Dissemination Agent will, promptly after obtaining actual knowledge of the occurrence of any event that it believes may constitute a Material Event, contact the City Manager of the City or his designee,or such other person as the City will designate in writing to the Dissemination Agent from time to time, inform such person of the event, and request that the City promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to subsection (d). If in response to a request under this subsection(b), the City determines that such event would not be material under applicable federal securities laws, the City will so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection(d). (c) Whenever the City obtains knowledge of the occurrence of a Material Event, because of a notice from the Dissemination Agent pursuant to subsection (b) or otherwise, the City will promptly notify and instruct the Dissemination Agent in writing to report the occurrence pursuant to subsection(d). (d) If the Dissemination Agent has been instructed by the City to report the occurrence of a Material Event, the Dissemination Agent will promptly file a notice of such occurrence with the MSRB with a copy to the City. Notwithstanding the foregoing, notice of Material Events described in subsections (a)(4) and (5) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to the owners of affected Bonds pursuant to the Ordinance. Section 4. Termination of Reporting Obligation. The City's obligations under this Continuing Disclosure Agreement will terminate upon the legal defeasance or payment in full of all of the Bonds. If a termination occurs prior to the final maturity of the Bonds, the City will give notice of the termination in the same manner as for a Material Event under Section 3(d). Section 5. Dissemination Agent; Other Designated Agents. (a) The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Continuing Disclosure Agreement, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign at anytime by giving 30 days written notice to the City. The Dissemination Agent will not be responsible in any manner for the content of any notice or report prepared by the City pursuant to this Continuing Disclosure Agreement. (b) The City may, from time to time, appoint or designate one or more agents (each a "designated agent") to submit Annual Reports, Material Event notices, and other notices or reports with the MSRB via EMMA. The City hereby appoints the Dissemination Agent and Gilmore &Bell, P.C., as a designated agents of the City solely for the purpose of submitting City-approved Annual Reports, Material Event notices, and other notices or reports to the MSRB via EMMA. The City may revoke this designation at any time upon written notice to the designated agent, and may designate one or more additional designated agents for purposes of this Section 5(b) from time to time by written designation to the newly appointed designated agent. Section 6. Amendment; Waiver. Notwithstanding any other provision of this Continuing Disclosure Agreement, the City and the Dissemination Agent may amend this Continuing Disclosure Agreement (and the execution of such amendment by the Dissemination Agent so requested by the City will not be unreasonably withheld) and any provision of this Continuing Disclosure Agreement may be -4- 1 waived, provided that Bond Counsel or other counsel experienced in federal securities law matters provides the City and the Dissemination Agent with its opinion that the undertaking of the City contained herein, as so amended or after giving effect to such waiver, is in compliance with the Rule and all current amendments thereto and interpretations thereof that are applicable to this Continuing Disclosure Agreement. In the event of any amendment or waiver of a provision of this Continuing Disclosure Agreement, the City will describe such amendment in the next Annual Report, and will include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the City. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (1) notice of such change will be given in the same manner as for a Material Event under Section 3(d), and (2) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Section 7. Additional Information. Nothing in this Continuing Disclosure Agreement will be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Continuing Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Material Event, in addition to that which is required by this Continuing Disclosure Agreement. If the City chooses to include any information in any Annual Report or notice of occurrence of a Material Event, in addition to that which is specifically required by this Continuing Disclosure Agreement, the City will have no obligation under this Continuing Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Material Event. Section 8. Default. In the event of a failure of the City or the Dissemination Agent to comply with any provision of this Continuing Disclosure Agreement, any Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the City or the Dissemination Agent, as the case may be, to comply with its obligations under this Continuing Disclosure Agreement. A default under this Continuing Disclosure Agreement will not be deemed an event of default under the Ordinance, and the sole remedy under this Continuing Disclosure Agreement in the event of any failure of the City or the Dissemination Agent to comply with this Continuing Disclosure Agreement will be an action to compel performance. Section 9. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent will have only such duties as are specifically set forth in this Continuing Disclosure Agreement, and the City agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees and expenses) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The City will pay the fees, charges and expenses of the Dissemination Agent in connection with its administration of this Continuing Disclosure Agreement. The obligations of the City under this Section will survive resignation or removal of the Dissemination Agent and payment of the Bonds. -5- 1 Section 10. Notices. Any notices or other communications to or among any of the parties to this Continuing Disclosure Agreement will be sufficiently given and will be deemed given upon receipt if personally delivered or mailed by certified mail, return receipt requested, postage prepaid, addressed as follows: To the City: City of Cape Girardeau, Missouri 401 Independence Street P.O.Box 617 Cape Girardeau, Missouri 63702 Attention: Finance Director To the Dissemination UMB Bank,N.A., as Dissemination Agent Agent: 2 South Broadway, Suite 600 St. Louis,Missouri 63102 Attention: Corporate Trust Department To the Participating Piper Jaffray&Co. Underwriter: 11150 Overbrook Road, Suite 310 Leawood, Kansas 66211 Attention: Public Finance Department Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent. Section 11. Beneficiaries. This Continuing Disclosure Agreement will inure solely to the benefit of the City, the Dissemination Agent, the Participating Underwriter and Beneficial Owners from time to time of the Bonds, and will create no rights in any other person or entity. Section 12. Severability. If any provision in this Continuing Disclosure Agreement, the Ordinance or the Bonds will be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. Section 13. Counterparts. This Continuing Disclosure Agreement may be executed in several counterparts, each of which will be an original and all of which will constitute but one and the same instrument. Section 14. Governing'Law. This Continuing Disclosure Agreement will be governed by and construed in accordance with the laws of the State of Missouri. -6- CITY OF CAPE GIRARDEAU,MISSOURI By: City Manager [Continuing Disclosure Agreement] -7- UMB BANK,N.A., as Dissemination Agent By: Title: Authorized Officer [Continuing Disclosure Agreement] -8- .. ati EXHIBIT A NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Cape Girardeau,Missouri Name of Bond Issue: $1,275,000 Special Obligation Bonds, Series 2010A (the"Bonds') Name of Obligated Person: City of Cape Girardeau, Missouri Date of Issuance: March 22, 2010 NOTICE IS HEREBY GIVEN that the City of Cape Girardeau, Missouri (the "Issuer") has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Agreement dated March 22, 2010, between the Issuer and UMB Bank,N.A., as Dissemination Agent. [The Issuer has informed the Dissemination Agent that the Issuer anticipates that the Annual Report will be filed by .] Dated: 20_ UMB BANK, N.A., as Dissemination Agent on behalf of the CITY OF CAPE GIRARDEAU,MISSOURI cc: City of Cape Girardeau, Missouri A-1 CERTIFICATE I, the undersigned, hereby certify that the above and foregoing is a true and correct copy of the Ordinance of the City of Cape Girardeau, Missouri, adopted by the City Council on March 1, 2010, authorizing the issuance of$1,275,000 principal amount of Special Obligation Bonds, Series 2010A, as the same appears of record in my office, and that said Ordinance has not been modified, amended or repealed and is in full force and effect as of this date. DATED: March 22, 2010. (Seal) City Clerk of the City of Cape Girardeau, Missouri