[Ord. 3518, §1]
The City is hereby authorized to issue and sell its Taxable Industrial Development Revenue Bonds (Brewer Science, Inc. Project), Series 2002, in the principal amount of fourteen million three hundred thousand dollars ($14,300,000.00), for the purpose of providing funds for the purposes described above. The Bonds shall be issued and secured pursuant to the herein authorized Indenture and shall bear such date, shall mature at such time, shall be in such denominations, shall bear interest at such rates, shall be in such form, shall be subject to redemption, shall have such other terms and provisions, shall be issued, executed and delivered in such manner and shall be subject to such provisions, covenants and agreements as are specified in the hereinafter referred to Indenture upon the execution thereof, and the signatures of the officers of the City executing such Indenture shall constitute conclusive evidence of their approval and the City's approval thereof. The Bonds and the interest thereon shall be limited obligations of the City payable solely out of the payments, revenues and receipts derived by the City from the Lease Agreement described below, and such payments, revenues and receipts shall be pledged and assigned to the Trustee as security for the payment of the Bonds as provided in the Indenture.
[Ord. 3518, 2]
The City is hereby authorized to enter into the following documents (the "City Documents"), in substantially the forms presented to the City Council of the City at this meeting (copies of which documents shall be filed in the official 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) 
Trust Indenture (the "Indenture") between the City and UMB Bank, n.a., as trustee (the "Trustee"), pursuant to which the Bonds shall be issued and the City shall pledge and assign the payments, revenues and receipts received pursuant to the Lease Agreement to the Trustee for the benefit and security of the owners of the Bonds upon the terms and conditions as set forth in said form of Indenture.
(b) 
Lease Agreement (the "Lease Agreement) between the City and the Company, under which the City will provide for the acquisition, construction, improvement and equipping of the Project and lease the Project to the Company pursuant to the terms and conditions in said Lease Agreement, in consideration of rental payments by the Company which will be sufficient to pay the principal of, premium, if any, and interest on the Bonds.
(c) 
Underwriting Agreement (the "Underwriting Agreement") among the City, the Company and Bank of America Securities LLC, as underwriter (the "Underwriter"), pursuant to which the Underwriter agrees to purchase the Bonds from the City upon certain conditions.
(d) 
Performance Agreement (the "Performance Agreement") by and among the City, the Company and the Sublessee, pursuant to which the City has granted the Company and the Sublessee certain rights with respect to the abatement of ad valorem real estate and personal property taxes on the Project.
[Ord. 3518, §3]
(a) 
The City hereby approves the following documents, in substantially the forms presented to the City (copies of which documents shall be filed in the official records of the City) with such changes therein as shall be necessary to provide for the execution of such documents by the parties thereto:
(1) 
Official Statement (the "Official Statement") in connection with the sale of the Bonds.
(2) 
Form of the Letter of Credit (the "Letter of Credit") to be issued by Bank of America, N.A. (the "Bank") in favor of the Trustee.
(3) 
Form of Remarketing Agreement (the "Remarketing Agreement") between the Company and the Underwriter, as remarketing agent (the "Remarketing Agent").
(b) 
The Official Statement, in substantially the form submitted to the City with such changes and additions thereto as are necessary to conform to and describe the transaction and the distribution of the same by the Underwriter is hereby approved for use in connection with the Bonds. The City has not participated in the preparation of the Official Statement and has not verified the accuracy of the information therein, other than information respecting the City. Accordingly, such approval does not constitute approval by the City of such information or a representation by the City as to the completeness or accuracy of the information contained therein. For the purpose of enabling the Official Statement 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 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 officials of the City are hereby authorized, if requested, to provide the Underwriter a letter or certification to such effect and to take such other actions or execute such other documents as such officials in their reasonable judgment deem necessary to enable the Underwriter to comply with the requirements of such Rule.
[Ord. 3518, §4]
The Mayor of the City is hereby authorized and directed to execute the Bonds and to deliver the Bonds to the Trustee for authentication for and on behalf of and as the act and deed of the City in the manner provided in the Indenture. The Mayor of the City is hereby authorized and directed to execute and deliver the City Documents for and on behalf of and as the act and deed of the City. The City Clerk of the City is hereby authorized and directed to attest to the Bonds and such City Documents and other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance.
[Ord. 3518, §5]
The City shall, and the officers, agents and employees of the City are hereby authorized and directed to take such further action, and execute such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance and to carry our, comply with and perform the duties of the City with respect to the Bonds and the City Documents.