$3,620,000 CERTIFICATES OF PARTICIPATION (WILLARD, MISSOURI COMBINED WATERWORKS AND SEWERAGE SYSTEM PROJECT) SERIES 2018

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1 This Preliminary Official Statement and the information contained herein are subject to completion and amendment without notice. These securities may not be offered for sale nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. NEW ISSUE BOOK-ENTRY ONLY BANK QUALIFIED PRELIMINARY OFFICIAL STATEMENT DATED MARCH 15, 2018 S&P Rating: A (See Rating herein) In the opinion of Bryan Cave LLP, Kansas City, Missouri, Special Tax Counsel, under existing law and assuming continuous compliance with certain requirements of the Internal Revenue Code of 1986, as amended, the interest component payable with respect to the Certificates (i) is excludable from gross income for federal income tax purposes, (ii) is not an item of tax preference for purposes of the federal alternative minimum tax, and (iii) is exempt from income taxation by the State of Missouri. The Certificates are qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. See TAX MATTERS herein and the form of Opinion of Special Tax Counsel attached hereto as Appendix E. Dated: Date of Delivery $3,620,000 CERTIFICATES OF PARTICIPATION (WILLARD, MISSOURI COMBINED WATERWORKS AND SEWERAGE SYSTEM PROJECT) SERIES 2018 Due: May 1, as shown on Maturity Schedule The Series 2018 Certificates are issuable as fully registered certificates, without coupons, and, when issued, will be registered in the name of Cede & Co., as registered owner and nominee for the Depository Trust Company ( DTC ) New York, New York. The Series 2018 Certificates are issuable only as fully registered certificates, without coupons, and, when issued, will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company ( DTC ), New York, New York. DTC will act as securities depository for the Series 2018 Certificates. Purchases of the Series 2018 Certificates will be made only in book-entry form, in the denomination of $5,000 or any integral multiple thereof. There will be no distribution of Series 2018 Certificates to the ultimate purchasers thereof. So long as Cede & Co. is the registered owner of the Series 2018 Certificates, as nominee of DTC, references herein to the Certificate Owners or registered owners of the Series 2018 Certificates shall mean Cede & Co. as aforesaid and shall not mean the Beneficial Owners (herein defined) of the Certificates. Principal will be payable at the principal corporate trust office of Commerce Bank, Kansas City, Missouri (the Trustee ). So long as DTC or its nominee, Cede & Co., is the registered owner of the Certificates, payments of principal of and redemption premium, if any, and interest on the Series 2018 Certificates will be made directly to DTC, which is expected, in turn, to remit such payments to the DTC Participants (herein defined) for subsequent disbursement to the Beneficial Owners. Interest will be payable each May 1 and November 1, beginning November 1, 2018, by check or draft mailed by the Trustee to the person in whose name such Series 2018 Certificate is registered on the 15 th day of the month next preceding each interest payment date. See the caption BOOK-ENTRY ONLY SYSTEM herein. The Certificates evidence proportionate, undivided ownership interests in the right to receive rental payments (the Base Rentals ) payable by the City of Willard, Missouri (the City ), under an annually renewable Project Lease Agreement, dated as of January 1, 2005, as amended (the Lease ), between the City and the Trustee. The net proceeds from the issuance of the Series 2018 Certificates will be used to finance the cost of acquisition of additions to and extensions of the City s combined waterworks and sewerage system and additional equipment (the Project Addition ) therefore and to pay the costs of issuance of the Series 2018 Certificates. MATURITY SCHEDULE SEE INSIDE FRONT COVER THE CERTIFICATES SHALL NOT CONSTITUTE A DEBT OR LIABILITY OF THE CITY BEYOND THE LEASE TERM IN EFFECT AT ANY TIME OR OF THE STATE OF MISSOURI OR OF ANY POLITICAL SUBDIVISION THEREOF AND SHALL NOT CONSTITUTE AN INDEBTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. THE ISSUANCE OF THE CERTIFICATES SHALL NOT OBLIGATE THE CITY TO LEVY ANY FORM OF TAXATION THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT IN ANY FISCAL YEAR SUBSEQUENT TO A FISCAL YEAR IN WHICH THE LEASE AGREEMENT IS IN EFFECT. THE LEASE IS SUBJECT TO ANNUAL OPTIONAL RENEWAL BY THE CITY AND UPON NONRENEWAL, NONAPPROPRIATION OR ANY OTHER TERMINATION OF THE LEASE THERE WILL BE NO FURTHER FINANCIAL OBLIGATION OF THE CITY CONCERNING THE LEASE. THE TRUSTEE HAS NO TAXING POWER. Certain of the Series 2018 Certificates shall be subject to redemption and payment prior to maturity, as more fully described herein under the headings THE CERTIFICATES - Optional Redemption and Extraordinary Optional Redemption. Each prospective investor should consider carefully all of the information contained herein giving particular attention to the heading entitled RISK FACTORS. BIDS WILL BE RECEIVED ON MONDAY, MARCH 26, 2018 UNTIL 10:30 A.M., CENTRAL TIME, AT THE CITY 224 W. JACKSON STREET, WILLARD, MISSOURI The Series 2018 Certificates are offered when, as and if issued and accepted by the Underwriter, subject to the approval of legality by Bryan Cave LLP, Kansas City, Missouri, Special Tax Counsel, and certain other conditions. Certain legal matters related to this Official Statement will be passed upon by Bryan Cave LLP, Kansas City, Missouri. Piper Jaffray & Co., Leawood, Kansas, serves as Financial Advisor to the City. It is expected that the Certificates in definitive form will be available for delivery in Kansas City, Missouri, on or about April, The date of this Official Statement is, Preliminary; subject to change.

2 Maturity Date (May 1) * $3,620,000 CERTIFICATES OF PARTICIPATION (WILLARD, MISSOURI COMBINED WATERWORKS AND SEWERAGE SYSTEM PROJECT) SERIES 2018 Principal Amount * MATURITY SCHEDULE * Serial Certificates * Interest Rate Price Yield CUSIP Number (1) 2020 $100,000 % % % ,000 % % % ,000 % % % ,000 % % % ,000 % % % ,000 % % % ,000 % % % ,000 % % % ,000 % % % ,000 % % % ,000 % % % ,000 % % % ,000 % % % ,000 % % % ,000 % % % ,000 % % % ,000 % % % ,000 % % % ,000 % % % ,000 % % % ,000 % % % ,000 % % % ,000 % % % ,000 % % % Preliminary; subject to change. (1) CUSIP Numbers have been assigned to this issue by CUSIP Global Services, as managed for the American Bankers Association by S&P Global Market Intelligence, and are included solely for the convenience of the Certificate owners. Neither the City nor the Underwriter shall be responsible for the selection or correctness of the CUSIP numbers set forth above. (i)

3 CITY OF WILLARD, MISSOURI 224 W. Jackson Street Willard, Missouri (417) BOARD OF ALDERMEN Corey Hendrickson, Mayor Sam Baird, Alderman Samuel Snider, Alderman Donna Stewart, Alderwoman Dan Walter, Alderman Larry Whitman, Alderman (vacant position) CITY ADMINISTRATION Brad Gray, City Administrator Jennifer Rowe, City Clerk Carolyn Halverson, Chief Financial Officer SPECIAL TAX COUNSEL AND DISCLOSURE COUNSEL Bryan Cave LLP Kansas City, Missouri FINANCIAL ADVISOR Piper Jaffray & Co. Leawood, Kansas CERTIFIED PUBLIC ACCOUNTANTS KPM CPAs, PC Springfield, Missouri (ii)

4 REGARDING USE OF THIS OFFICIAL STATEMENT THE SERIES 2018 CERTIFICATES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE DECLARATION OF TRUST BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. The information set forth herein has been obtained from the City and other sources which are deemed to be reliable, but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the City. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibility to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. No dealer, broker, salesman or other person has been authorized by the City or the Underwriter to give any information or to make any representations, other than those contained in this Official Statement, in connection with the offering of the Series 2018 Certificates, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any offer, solicitation or sale of the Certificates by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder at any time shall under any circumstance create any implication that there has been no change in the affairs of the City as of any time subsequent to the date hereof. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE CITY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE DOCUMENT. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. (iii)

5 CAUTIONARY STATEMENTS REGARDING FORWARD- LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT Certain statements included in or incorporated by reference in this Official Statement that are not purely historical are forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended, and reflect the District s current expectations, hopes, intentions, or strategies regarding the future. Such statements may be identifiable by the terminology used such as plan, expect, estimate, budget, intend or other similar words. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. INCLUDED IN SUCH RISKS AND UNCERTAINTIES ARE (i) THOSE RELATING TO THE POSSIBLE INVALIDITY OF THE UNDERLYING ASSUMPTIONS AND ESTIMATES, (ii) POSSIBLE CHANGES OR DEVELOPMENTS IN SOCIAL, ECONOMIC, BUSINESS, INDUSTRY, MARKET, LEGAL AND REGULATORY CIRCUMSTANCES, AND (iii) CONDITIONS AND ACTIONS TAKEN OR OMITTED TO BE TAKEN BY THIRD PARTIES, INCLUDING CUSTOMERS, SUPPLIERS, BUSINESS PARTNERS AND COMPETITORS, AND LEGISLATIVE, JUDICIAL AND OTHER GOVERNMENTAL AUTHORITIES AND OFFICIALS. ASSUMPTIONS RELATED TO THE FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE, AND MARKET CONDITIONS AND FUTURE BUSINESS DECISIONS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY. FOR THESE REASONS, THERE CAN BE NO ASSURANCE THAT THE FORWARD-LOOKING STATEMENTS INCLUDED IN THIS OFFICIAL STATEMENTS WILL PROVE TO BE ACCURATE. UNDUE RELIANCE SHOULD NOT BE PLACED ON FORWARD-LOOKING STATEMENTS. ALL FORWARD-LOOKING STATEMENTS INCLUDED IN THIS OFFICIAL STATEMENT ARE BASED ON INFORMATION AVAILABLE TO THE DISTRICT ON THE DATE HEREOF, AND THE DISTRICT ASSUMES NO OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS IF OR WHEN ITS EXPECTATIONS OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR OR FAIL TO OCCUR, OTHER THAN AS INDICATED UNDER THE CAPTION CONTINUING DISCLOSURE. (iv)

6 TABLE OF CONTENTS Page INTRODUCTION... 1 General... 1 Plan of Financing... 1 Limited Obligations... 2 Financial Statements... 3 Continuing Disclosure... 3 Definitions and Descriptions; Inspection of Documents... 3 THE SERIES 2018 CERTIFICATES... 4 Authorization... 4 Description... 4 Exchange, Transfer and Registration of Certificates... 4 Optional Redemption... 5 Extraordinary Optional Redemption... 5 Selection of Certificates to be Redeemed... 5 Trustee s Duty to Redeem Certificates... 6 Notice of Redemption... 6 Effect of Call for Redemption... 6 ADDITIONAL CERTIFICATES... 6 BOOK-ENTRY ONLY SYSTEM... 6 SECURITY FOR THE SERIES 2018 CERTIFICATES... 8 Limited Obligations; Sources of Payment... 8 Property Subject to the Site Lease and the Lease Agreement... 9 THE TRUSTEE... 9 RISK FACTORS General Limited Obligations Results of Termination of the Lease Inability to Liquidate, or Delay in Liquidating, the Project Destruction of the Facilities Results of Nonappropriation Parity Obligations Bankruptcy Amendment of the Declaration of Trust, Lease and Base Lease The Hancock Amendment Factors Affecting the Business Operations of the City Effect of Termination of the Lease on the Series 2018 Certificates Delays in Exercising Remedies Loss of Premium from Prepayment No Reserve Fund or Credit Enhancement Taxability Risk of Audit Investment Ratings and Secondary Market THE FINANCING PLAN General Sources and Uses of Proceeds ANNUAL PAYMENT SCHEDULE ON THE CERTIFICATES APPROVAL OF LEGAL PROCEEDINGS TAX MATTERS Opinion of Special Tax Counsel (v)

7 Tax Consequences Subsequent to an Event of Default or Event of Nonappropriation RATINGS ABSENCE OF LITIGATION FINANCIAL ADVISOR CONTINUING DISCLOSURE UNDERWRITING MISCELLANEOUS Appendix A: Appendix B: Appendix C: Appendix D: Appendix E: Information Concerning the City of Willard, Missouri Audited Financial Statements of the City of Willard, Missouri for the Fiscal Year Ended December 31, 2016 Definition of Words and Terms and Summaries of the Base Lease, the Lease and the Declaration of Trust Form of the Continuing Disclosure Agreement Form of Opinion of Special Tax Counsel (vi)

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9 OFFICIAL STATEMENT 3,620,000 CERTIFICATES OF PARTICIPATION (WILLARD, MISSOURI COMBINED WATERWORKS AND SEWERAGE SYSTEM PROJECT) SERIES 2018 INTRODUCTION General This Official Statement, including the cover page hereof and the Appendices hereto, is provided to furnish information in connection with the offering and sale of $3,620,000 * aggregate principal amount of Certificates of Participation (Willard, Missouri Combined Waterworks and Sewerage System Project), Series 2018 (the Series 2018 Certificates and collectively with the Series 2014 Certificates described herein and any Additional Certificates, the Certificates ), evidencing proportionate, undivided ownership interests in the right to receive rental payments (the Rental Payments ) under a Lease Agreement dated as of January 1, 2005 (as previously amended, the Original Lease ), as amended by a Third Amendment to Project Lease, dated as of April 1, 2018 (the Third Lease Amendment, together with the Original Lease, the Lease Agreement or the Lease ), between Commerce Bank, a state banking corporation, as trustee (the Trustee ), and the City of Willard, Missouri (the City ). The Series 2018 Certificates are being executed and delivered pursuant to a Third Supplement to Declaration of Trust dated as of April 1, 2018 (the Third Declaration Supplement ), amending and supplementing that certain Declaration of Trust dated as of January 1, 2005 (as previously amended, the Original Declaration of Trust, together with the Third Declaration Supplement, the Declaration of Trust ) made by the Trustee for the benefit of the Owners of the Certificates. The proceeds from the sale of the Series 2018 Certificates will be used to finance the cost of the acquisition of additions to and extension of the City s combined waterworks and sewerage system and equipment therefor (the Project ) and to pay the costs of issuance of the Certificates. Plan of Financing The City has heretofore entered into a Base Lease Agreement dated as of January 1, 2005 (as previously amended, the Original Base Lease ) with the Trustee, pursuant to which the City has leased the Site described therein to the Trustee under the terms of the Original Base Lease. In connection with the delivery of the Series 2018 Certificates and the execution of the Third Declaration Supplement and the Third Lease Amendment, the City and the Trustee will enter into a Second Amendment to Base Lease Agreement, dated as of April 1, 2018 (the Second Base Lease Amendment, together with the Original Base Lease, the Base Lease ) extending the base lease term of the Base Lease to December 31, Under the terms of the Original Lease, as amended by the Third Lease Amendment, the Trustee will continue to lease the Project to the City for the current term ending on December 31, 2018 (the Initial Term ), with 25 successive one-year renewal options (the Renewal Terms ), subject to annual budget appropriations, except that the final Renewal Term shall terminate not later than May 1, Proceeds of the sale of the Series 2018 Certificates will be used to finance the costs of the Project and to pay the costs of issuance of the Certificates. Preliminary; subject to change.

10 Limited Obligations The Certificates will be payable solely from the rents, revenues and receipts received by the Trustee under the Lease Agreement, and not from any other fund or source of the Trustee, from certain proceeds of insurance policies or condemnation awards, from certain reserves and interest earnings on moneys in certain funds and accounts held by the Trustee and from money derived from the sale or releasing of the leasehold interest in the Project upon termination of the Lease. Pursuant to the Declaration of Trust, the Trustee will pledge and assign such rents, revenues, receipts, and other moneys to the payment of the Certificates and the interest thereon. Payments under the Lease Agreement are designed to be sufficient, together with other funds available for such purpose, to pay when due the principal of, premium, if any, and interest on the Certificates. The Series 2018 Certificates are issued on a parity with and shall enjoy an equal lien on the Trust Estate with certain outstanding Refunding Certificates of Participation (Willard, Missouri Sewerage System Project), Series 2014, in the original principal amount of $2,295,000 (the Series 2014 Certificates ), of which Series 2014 Certificates in the aggregate principal amount of $1,710,000 remain outstanding and unpaid. Payments made by the City under the Lease Agreement are payable solely from (i) amounts which may, but are not required to be, appropriated annually by the City, and (ii) other payments, revenue and receipts derived under the Lease Agreement (including, in certain circumstances, Certificate proceeds and income from the temporary investment thereof, and proceeds from insurance and condemnation awards). Neither the Certificates, the Lease Agreement nor any payments required under the Lease Agreement shall constitute a mandatory payment obligation of the City in any fiscal year beyond the fiscal year during which the City is a lessee under the Lease Agreement, or constitute or give rise to a general obligation or other indebtedness of the City. The City s fiscal year as of the date of this Official Statement commences on January 1 and ends on December 31. The City is not legally obligated to budget or appropriate moneys for any fiscal year beyond the current fiscal year or any subsequent fiscal year in which the Lease Agreement is in effect, and there can be no assurance that the City will appropriate funds to make Rental Payments or renew the Lease Agreement after the Initial Term or any Renewal Term of the Lease Agreement. The City may terminate its obligations under the Lease Agreement on an annual basis. The City will have the option to purchase the Trustee s leasehold title and interest in the Project on an annual basis at the end of the Initial Term of the Lease Agreement and at the end of any Renewal Term thereof by payment of amounts sufficient to redeem all of the Outstanding Certificates. See THE CERTIFICATES - Optional Redemption. The failure of the City to renew the Lease Agreement could adversely affect payment of the Certificates. See RISK FACTORS. The Certificates shall not constitute a debt or liability of the City or of the State or of any subdivision thereof and shall not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. The issuance of the Certificates shall not obligate the City to levy any form of taxation therefor or to make any appropriation for their payment in any fiscal year subsequent to a fiscal year in which the Lease Agreement is in effect. The Trustee has no taxing power. Neither the Trustee nor any of its officers or directors shall be personally liable for the payment of the principal of, premium, if any, or interest on the Certificates. The Declaration of Trust provides for the future delivery of additional certificates ( Additional Certificates ) which, if delivered, would rank on a parity with the Series 2018 Certificates, the Series 2014 Certificates and any other certificates then outstanding under the Declaration of Trust. See the caption ADDITIONAL CERTIFICATES herein. The Series 2018 Certificates and any future Additional Certificates delivered under the Declaration of Trust are hereinafter referred to collectively as the Certificates. -2-

11 THE CITY IS NOT LEGALLY OBLIGATED TO BUDGET OR APPROPRIATE MONEYS FOR ANY FISCAL YEAR BEYOND THE CURRENT FISCAL YEAR OR ANY SUBSEQUENT FISCAL YEAR IN WHICH THE LEASE IS IN EFFECT, AND THERE CAN BE NO ASSURANCE THAT THE CITY WILL APPROPRIATE FUNDS TO MAKE BASE RENTALS OR RENEW THE LEASE AFTER THE INITIAL TERM OR ANY RENEWAL TERM OF THE LEASE. THE CITY MAY TERMINATE ITS OBLIGATIONS UNDER THE LEASE ON AN ANNUAL BASIS. Under the terms of the Declaration of Trust, the Trustee will hold all of its estate, right, title and interest in an to the Base Lease and the Lease for the benefit of the owners of the Certificates. Financial Statements The audited financial statements of the City for the Fiscal Year ended December 31, 2016, are included in Appendix B hereto. The financial statements in Appendix B have been examined by KPM CPAs, P.C., Springfield, Missouri, certified public accountants, whose report thereon is also included in Appendix B. Continuing Disclosure The City agrees in the Continuing Disclosure Agreement dated as of April 1, 2018 (the Continuing Disclosure Agreement ), between the City and Digital Assurance Certification, L.L.C., as dissemination agent (the Dissemination Agent ), to provide certain annual financial information and operating data and notices of certain event to the Municipal Securities Rulemaking Board via the Electronic Municipal Marketplace Access system ( EMMA ) in accordance with Rule 15c2-12 promulgated by the Securities and Exchange Commission. The form of the Continuing Disclosure Agreement is set forth under the caption Form of the Continuing Disclosure Agreement in Appendix D to this Official Statement. Definitions and Descriptions; Inspection of Documents All capitalized terms used in this Official Statement, not defined in the text hereof, are defined under the caption DEFINITIONS OF WORDS AND TERMS set forth in Appendix C to this Official Statement. Appendix C also contains summaries of the Lease, the Declaration of Trust and the Base Lease. Such descriptions do not purport to be comprehensive or definitive. All references in this Official Statement to the Lease, the Declaration of Trust and the Base Lease are qualified in their entirety by reference to such documents, copies of which will be provided to any prospective purchaser requesting the same, upon payment by such prospective purchaser of the cost of complying with such request. All references to the Certificates are qualified in their entirety by the definitive terms thereof and the information with respect thereto included in the Lease and the Declaration of Trust. -3-

12 THE SERIES 2018 CERTIFICATES Authorization The Series 2018 Certificates are issued pursuant to the Declaration of Trust and pursuant to proceedings duly had by the Trustee and the City. Description The Series 2018 Certificates are being issued in the principal amount of $3,620,000, are dated as of the delivery date, bear interest at the rates per annum set forth on the inside of the cover page hereof, payable semiannually on May 1 and November l of each year beginning on November 1, 2018, and mature on June 1, in the years and in the principal amounts set forth on the inside of the cover page hereof. The Series 2018 Certificates are issuable only as fully registered certificates, without coupons, and, when issued, will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company ( DTC ), New York, New York. DTC will act as securities depository for the Certificates. Purchases of the Series 2018 Certificates will be made only in book-entry form, in the denomination of $5,000 or any integral multiple thereof. There will be no distribution of Series 2018 Certificates to the ultimate purchasers thereof. So long as Cede & Co. is the registered owner of Certificates, as nominee of DTC, references herein to the Owners or registered owners of the Certificates shall mean Cede & Co. as aforesaid and shall not mean the Beneficial Owners (herein defined) of the Certificates. Principal of the Certificates is payable at the principal corporate trust office of the Trustee in Kansas City, Missouri. So long as DTC or its nominee, Cede Co., is the registered owner of the Certificates, payments of principal of and redemption premium, if any, and interest on the Certificates will be made directly to DTC, which is expected, in turn, to remit such payments to the DTC Participants (herein defined) for subsequent disbursement to the Beneficial Owners. Interest on the Certificates is payable by check or draft mailed by the Trustee to the person in whose name each Certificate is registered on the 15 th day of the month next preceding an interest Payment Date (the Record Date ) at such person s address as it appears on the registration books kept by the Trustee under the Declaration of Trust. Exchange, Transfer and Registration of Certificates While the certificates remain in book-entry form, transfers of ownership by Beneficial Owners may be made as described under the section BOOK-ENTRY ONLY SYSTEM herein. In the event that DTC ceases to act as securities depository for the Certificates, transfers may be effected as described below. Books for the registration and transfer of the Certificates are to be kept by the Trustee, as registrar. Upon surrender for transfer of any Certificates at the principal corporate trust office of the Trustee and satisfaction of the conditions and restrictions of such transfer, the Trustee is to execute and deliver in the name of the transferee a new Certificate of the same maturity or maturities, interest rate and tenor as the Certificates surrendered. All Certificates presented for transfer or exchange must be accompanied by a written instrument of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the Trustee, duly executed by the Owner or by his attorney duly authorized in writing. The Trustee is not required to transfer or exchange any Certificate after such Certificate has been called for prepayment. The person in whose name any Certificate is registered is deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of either the Principal Portion or the Interest Portion Preliminary; subject to change -4-

13 of the Base Rental payments represented by any Certificate will be made only to or upon the written order of the registered owner thereof or his legal representative. The Certificates are payable in lawful money of the United States of America which at the time of payment is legal tender for the payment of public and private debt. Certificates may be transferred at the principal corporate trust office of the Trustee. Certificates may be exchanged for Certificates of the same maturity of other authorized denominations in accordance with the terms of the Declaration of Trust. For every such exchange or transfer of Certificates, the Trustee shall make a charge to the Certificate Owner sufficient to reimburse it for any tax, fee or other governmental charges required to be paid with respect to such exchange or transfer. Optional Redemption The Series 2018 Certificates, including portions thereof, maturing in the years 2024 and thereafter shall be subject to redemption and payment prior to maturity, upon instructions from the City, on and after May 1, 2023, as a whole or in part at any time, and if in part, in such order of maturity as the City in its sole discretion should determine (and by lot or in such other manner as the Trustee deems fair within a single maturity), at one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date, without premium. Under the Lease Agreement, the City may elect to purchase all or a portion of the Project or to surrender possession of all or a portion of the Project to the Trustee and direct the Trustee to sell or dispose of the same. The proceeds from such sale or disposition shall be used to redeem Certificates in accordance with the optional redemption provisions described above. Extraordinary Optional Redemption The Certificates shall be subject to redemption prior to maturity at the option of the Trustee, upon instructions from the City, in whole and not in part on any date, at a redemption price equal to the principal amount of the Certificates to be redeemed plus accrued interest thereon to the redemption date, upon the occurrence of any of the following conditions or events: (1) if title to, or the use for a limited period of, all or any portion of the Project substantially all of the Project is condemned by any authority having the power of eminent domain; (2) if title to all or any portion of the Project is found to be deficient or nonexistent to the extent that the efficient utilization of the Project by the City is impaired; (3) if substantially all of the Project is damaged or destroyed by fire or other casualty; or (4) if as a result of changes in the Constitution of the State or the United States, or of legislative or administrative action by the State, or any political subdivision thereof, or by the United States, or by reason of any action instituted in any court, the Lease Agreement shall become void, unenforceable, impossible of performance without unreasonable delay, or unreasonable burdens or excessive liabilities are imposed on the City or the Trustee with respect to the Lease Agreement. Selection of Certificates to be Redeemed Certificates shall be redeemed only in the stated principal amount of $5,000 or any integral multiple thereof. When less than all of the Outstanding Certificates of any series are to be redeemed, such Certificates shall be redeemed in inverse order of maturities and by $5,000 stated principal amounts selected by the Trustee by lot or other manner deemed fair within a maturity. -5-

14 Trustee s Duty to Redeem Certificates The Trustee shall call Certificates for redemption and payment as provided in the Declaration of Trust and shall give notice of redemption as provided therein upon receipt by the Trustee at least forty-five (45) days prior to the redemption date of a written request of the City. Such request shall specify the principal amount of Certificates and their maturities so to be called for redemption, the applicable redemption price or prices and the above mentioned provision or provisions pursuant to which such Certificates are to be called for redemption. Pursuant to the Lease, the City is given the right to direct the Trustee to redeem Certificates under certain circumstances to the extent there are certificates subject to redemption at the option of the City under the above provisions. Notice of Redemption Notice of the call for any redemption identifying the Certificates or portions thereof to be redeemed shall be given by the Trustee by mailing a copy of the redemption notice by certified or registered mail, postage prepaid, at least thirty (30) days prior to the redemption date to the Owner of each Certificate to be redeemed at the address shown on the registration books maintained by the Trustee. Effect of Call for Redemption Prior to the date fixed for redemption, funds or Government Securities shall be deposited with the Trustee which are sufficient to pay the principal component of Base Rentals represented by the Certificates called for redemption and interest component of Base Rentals accrued thereon to the redemption date and the redemption premium, if any. Upon the happening of the above conditions, and notice having been given as described above, the Certificates or the portions of the principal amount of Certificates thus called for redemption will cease to bear interest on the specified redemption date, will no longer be entitled to the protection, benefit or security of the Declaration of Trust and shall not be deemed to be Outstanding under the provisions of the Declaration of Trust. ADDITIONAL CERTIFICATES The Trustee may, at any time upon compliance with certain terms and conditions set forth in the Declaration of Trust, deliver Additional Certificates. Any Additional Certificates will be equally and ratably secured by the Declaration of Trust on a parity with the Series 2014 Certificates and the Series 2018 Certificates. See the caption SUMMARY OF THE DECLARATION OF TRUST Additional Certificates in Appendix C hereto. BOOK-ENTRY ONLY SYSTEM The Depository Trust Company ( DTC ), New York, New York, will act as securities depository for the Series 2018 Certificates. The Series 2018 Certificates will be delivered as fully-registered securities registered in the name of Cede & Co. (DTC s partnership nominee). One fully-registered Certificate will be delivered for each maturity of the Series 2018 Certificates, in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of DTC holds and provides asset servicing for over 3.5 million issues of U.S. -6-

15 and non-u.s. equity, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC s participants ( Direct Participants ) deposit with DTC. DTC also facilitates the posttrade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ( DTCC ). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. Access to the DTC system is also available to others such as both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( Indirect Participants ). DTC has a Standard & Poor s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at Purchases of Series 2018 Certificates under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2018 Certificates on DTC s records. The ownership interest of each actual purchaser of each Certificate ( Beneficial Owner ) is in turn to be recorded on the Direct and Indirect Participants records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2018 Certificates are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2018 Certificates, except in the event that use of the book-entry system for the Series 2018 Certificates is discontinued. To facilitate subsequent transfers, all Series 2018 Certificates deposited by Participants with DTC are registered in the name of DTC s partnership nominee, Cede & Co. The deposit of Series 2018 Certificates with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2018 Certificates; DTC s records reflect only the identity of the Direct Participants to whose accounts such Series 2018 Certificates are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the Series 2018 Certificates within a series are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such series to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2018 Certificates unless authorized by a Direct Participant in accordance with DTC s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Trustee as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co. s consenting or voting rights to those Direct Participants to whose accounts the Series 2018 Certificates are credited on the record date (identified in a listing attached to the Omnibus Proxy). -7-

16 Principal Component and Interest Component payments with respect to the Series 2018 Certificates will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC s practice is to credit Direct Participants accounts upon DTC s receipt of funds and corresponding detail information from the Paying Agent or the City, on each payable date in accordance with their respective holdings shown on DTC s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such Participant and not of DTC, the Paying Agent, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of Principal and Interest Component to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Trustee, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Series 2018 Certificates at any time by giving reasonable notice to the City or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, certificates are required to be printed and delivered. The City may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, certificates will be printed and delivered. NEITHER THE CITY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO SUCH PARTICIPANTS OR THE PERSONS FROM WHOM THEY ACT AS NOMINEES WITH RESPECT TO THE PAYMENTS TO OR THE PROVIDING OF NOTICE FOR THE PARTICIPANTS, THE INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS. The information in this section concerning DTC and DTC s book-entry system has been obtained from source that the City believes to be reliable, but the City takes no responsibility for the accuracy thereof. Limited Obligations; Sources of Payment SECURITY FOR THE SERIES 2018 CERTIFICATES Each Certificate evidences the proportionate, undivided interest of the Owner thereof in the right to receive Rental Payments from the City under the Lease Agreement. The Certificates and all interest thereon are special, limited obligations, payable solely from (i) the Rental Payments derived by the Trustee from the lease of the Project pursuant to the Lease Agreement, and (ii) to the extent received by the Trustee, interest earnings, proceeds of insurance and condemnation awards and proceeds of any sale or releasing of the Project upon termination of the Lease. Under the Declaration of Trust, the Trustee will pledge and assign the Rental Payments paid under the Lease Agreement to the Trustee for the benefit of the Owners, as security for the payment of the Certificates and the interest thereon. The Series 2018 Certificates are payable from the same sources as and are issued on a parity and shall enjoy an equal lien on the Trust Estate with the outstanding Series 2014 Certificates described herein and any Additional Certificates hereafter issued pursuant to the terms of the Declaration of Trust. The Certificates shall not constitute a debt or liability of the City beyond the Lease Term in effect at any time or of the State or of any political subdivision thereof and shall not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. The issuance of the Certificates shall not obligate the City to levy any form of taxation therefor or to make any appropriation for their -8-

17 payment in any fiscal year subsequent to a fiscal year in which the Lease Agreement is in effect. The Trustee has no taxing power. Under the terms of the Lease Agreement, if the City elects to renew the Lease Agreement at the end of any Lease Term, it is obligated to budget, appropriate and set aside a portion of its revenues, which appropriation shall be sufficient to make the Rental Payments coming due during the ensuing fiscal year. The City is obligated to make annual Rental Payments to the Trustee on the 15 th day of the month preceding the date on which payments are due to Certificate holders, which payments shall be sufficient to enable the Trustee to meet its obligation to pay the principal of, premiums, if any, and interest on the Certificates becoming due during such fiscal year (but only if the City elects to renew the Lease Agreement for such Renewal Term). THERE CAN BE NO ASSURANCE THAT THE CITY WILL APPROPRIATE FUNDS FOR RENTALS OR RENEW THE LEASE AFTER THE INITIAL LEASE TERM. NEITHER THE CERTIFICATES NOR THE LEASE CONSTITUTE A GENERAL OBLIGATION OR OTHER INDEBTEDNESS OF THE CITY, NOR A MANDATORY PAYMENT OBLIGATION IN ANY FISCAL YEAR SUBSEQUENT TO A FISCAL YEAR IN WHICH THE LEASE IS IN EFFECT. THE CITY IS NOT LEGALLY REQUIRED TO BUDGET OR APPROPRIATE MONEYS FOR ANY SUBSEQUENT FISCAL YEAR BEYOND THE CURRENT FISCAL YEAR. SEE THE CAPTION RISK FACTORS IN THIS OFFICIAL STATEMENT. Property Subject to the Site Lease and the Lease Agreement Pursuant to the provisions of the Site Lease and the Lease Agreement between the Trustee and the City, (a) the City has will lease the Site to the Trustee for a term ending December 31, 2053, and (b) the Trustee has leased the Facilities (consisting of the Site and the improvements thereon, as described below) to the City for the current term ending December 31, 2018 (the Initial Term ), with 25 successive one-year renewal options (the Renewal Terms ), subject to annual budget appropriations, except that the final Renewal Term shall terminate not later than May 1, The Site includes the following: (i) an approximately 0.21 acre tract on Hughes Road in the City, upon which the System s Pump Station D is located; (ii) an approximately 0.13 acre tract on Walnut Lane in the City, upon which the System s Pump Station B is located; (iii) an approximately 0.25 acre tract on Hughes Road in the City, upon which the System s Booster Pump Station is located; (iii) two tracts totaling approximately 0.97 acres located at the northeast corner of State Highway EE and State Highway AB, upon which a water storage facility for the City is located; and (iv) an approximately 48.9 acre tract of undeveloped land located in the southern part of the City that was acquired by the City as part of its acquisition of the Meadows Water Company in THE TRUSTEE Commerce Bank, Kansas City, Missouri, a Missouri state banking corporation, will be the Trustee under the Declaration of Trust and a party to the Lease Agreement and the Base Lease. The Trustee may -9-

18 consult with counsel, and the opinion of such counsel will be full and complete authorization and protection with respect to any action taken or suffered by the Trustee in good faith in accordance with such opinion. The Trustee may execute any trusts or powers or perform the duties required by the Declaration of Trust, the Lease Agreement or the Base Lease by or through attorneys, agents or receivers and will not be answerable for the default or misconduct of any such attorney, agent or receiver selected by it in good faith. The Series 2018 Certificates are executed by the Trustee, not individually or personally but solely as Trustee under the Declaration of Trust, in the exercise of the power and authority conferred upon and invested in it as such Trustee. Except for its negligence or willful misconduct, nothing contained in the Declaration of Trust, the Lease Agreement or the Site Lease is to be construed as creating any liability on the Trustee, individually or personally, to perform any covenant either expressed or implied in the Series 2018 Certificates, the Indenture, the Lease Agreement or the Ground Lease, all such liability, if any, being expressly waived by the Owners of the Series 2018 Certificates by the acceptance thereof and by each and every person now or hereafter claiming by, through or under the Trustee or the Owners of the Series 2018 Certificates. Insofar as the City is concerned, the Trustee and the Owner of any Series 2018 Certificate and any person claiming by, through or under the Trustee or the Owner of any Series 2018 Certificate may look solely to the Trust Estate described in the Declaration of Trust for payment of the interests evidenced by the Series 2018 Certificates. As security for the compensation, expenses, disbursements and indemnification to which it is entitled upon the occurrence of an Event of Default under the Declaration of Trust, the Trustee will have a first lien with right of payment prior to payment on account of any Principal Components or Interest Components with respect to the Series 2018 Certificates for such compensation, expenses, disbursements and indemnification. General RISK FACTORS The following is a discussion of certain risks that could affect the Base Rentals and other payments to be made by the City with respect to the Lease and the Series 2018 Certificates. In order to identify risk factors and make an informed investment decision, potential investors should be thoroughly familiar with this entire Official Statement (including the Appendices hereto) in order to make a judgment as to whether the Series 2018 Certificates are an appropriate investment. Prospective purchasers of the Series 2018 Certificates should consider carefully all possible factors that may result in a default in the payment of the principal component or interest component of Base Rentals represented by the Series 2018 Certificates, by the City under the Lease, the prepayment of the Series 2018 Certificates prior to maturity or the determination that the interest component of the Base Rentals represented by the Series 2018 Certificates might be includible in gross income for purposes of federal and Missouri income taxation. The following list of possible factors, while not setting forth all the factors that must be considered, contains some of the factors that should be considered prior to purchasing the Series 2018 Certificates. This discussion of risk factors is not, and is not intended to be, comprehensive or exhaustive. Limited Obligations The Series 2018 Certificates will not constitute an indebtedness or liability of the City, the State of Missouri, or any other political subdivision thereof within the meaning of any state constitutional provision or statutory limitation and will not constitute a pledge of the faith and the credit of the City, the State of Missouri, or any other political subdivision thereof. The issuance of the Series 2018 Certificates will not obligate the City, the State of Missouri, or any political subdivision thereof to levy any form of taxation therefore or to make any appropriation for their payment in any year subsequent to a year in which the Lease is in effect. -10-