6097 (EXHIBIT A - E) - Laserfiche WebLink

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The Certificates shall be sold to Edward D. Jones & Co., L.P., as underwriter, and Commerce Bank, National Association, as placement agent (collectively, the "Purchasers") at the price and upon the terms and conditions set forth in the herein approved Purchase Contract. The Certificates shall be in such denominations, shall be in such forms, shall be subject to prepayment prior to the stated payment dates thereof, shall have such other terms and provisions, and shall be executed and delivered in such manner subject to such provisions, covenants and agreements, as are set forth in the Indenture. Section 2. Limited Obligations. The Certificates and the interest thereon shall be limited obligations, payable solely out of the rents, revenues and receipts received by the Trustee from the City pursuant to the Lease. Neither the Lease nor the Certificates shall constitute a debt or liability of the City or of the State of Missouri or of any political subdivision thereof, and neither the Lease nor the Certificates shall constitute an indebtedness within the meaning of any constitutional, statutory or charter debt limitation or restriction. Section 3. Authorization of Documents. The City is hereby authorized to enter into the following documents, in substantially the forms presented to and reviewed by the City Council at this meeting and attached to this Ordinance (copies of which documents shall be filed in the records of the City), with such changes therein as shall be approved by the officers of the City executing such documents, such officers' signatures thereon being conclusive evidence of their approval thereof: (a) Ground Lease dated as of February 1, 1997 (the "Ground Lease"), between the City and the Trustee (attached hereto as Exhibit A), (b) Lease/Purchase Agreement dated as of February 1, 1997 (the "Lease"), between the Trustee and the City (attached hereto as Exhibit B). (c) Purchase Contract to be dated the date of its execution and delivery (the "Purchase Contract"), among the City, the Purchasers and the Trustee (attached hereto as Exhibit E). Section 4. Approval of Indenture. The City hereby approves the Declaration and Indenture of Trust dated as of February 1, 1997 (the "Indenture"), executed by the Trustee (attached hereto as Exhibit C), in substantially the form approved by the City Council at this meeting. Section 5. Execution of Documents. The City is hereby authorized to enter into and the Mayor is hereby authorized and directed to execute and deliver, on behalf of the City, the Ground Lease, the Lease, the Purchase Contract, and such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance. Section 6. Preliminary Official Statement and Official Statement. The City Council hereby ratifies and approves the Preliminary Official Statement in the form attached hereto as Exhibit D, 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 Mayor is hereby authorized to execute the Official Statement as so supplemented, amended and completed. The City Council consents to the use and public distribution by the Purchasers of the final Official Statement in connection with the offering for sale of the Certificates. Section 7. Appropriation of City's Contribution to Project. The City Council hereby irrevocably budgets and appropriates funds in the amount of $359,000, to be deposited with the Trustee -2-