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Legislation #: 100215 Introduction Date: 3/11/2010
Type: Ordinance Effective Date: 4/4/2010
Sponsor: COUNCILMEMBER HERMANN
Title: Approving the issuance by the City of Kansas City Missouri of its special obligation improvement and refunding bonds in more than one series, in the aggregate principal amount not to exceed $40,100,000.00; and approving and authorizing certain documents and actions relating to the issuance of the Bonds.

Legislation History
DateMinutesDescription
3/11/2010 Filed by the Clerk's office
3/11/2010 Referred to Finance and Audit Committee
3/24/2010 Advance and Do Pass, Debate
3/25/2010 Passed

View Attachments
FileTypeSizeDescription
Certificates of Final Terms-Sp Obs Series 2010C.pdf Other 167K Certificate of Final Terms-Special Obligation Series 2010C
Certificates of Final Terms-Sp Obs Series 2010B.pdf Other 174K Certificate of Final Terms-Special Obligation Series 2010B
Certificate of Final Terms-Sp Obs Series 2010A.pdf Other 249K Certificate of Final Terms-Series 2010A
100215.pdf Authenticated 564K AUTHENTICATED
http://kansascity.granicus.com/ViewSearchResults.php?view_id=2&keywords=100215 Video Link 0K http://kansascity.granicus.com/ViewSearchResults.php?view_id=2&keywords=100215
Special Obligation Bond Summary.pdf Other 50K Summary Table
supp coop agreement3.doc Other 78K First Supplemental Cooperative Agreeement related to the Series 2010 East Village Bonds
supp coop ag PIEA2.doc Other 67K First Supplemental Cooperation Agreement related to the City Market Portion of the Taxable Refunding Bonds
RBC - KCMO - 2010A-C Spec Obs - BPA (3.18.10).docx Other 49K Bond Purchase Agreements related to the respective Series of bonds
CDU v1.doc Other 84K Continuing Disclosure Undertakings relating to the respective series of Bonds
Tax Compliance Agreement - KCMO Special Obligation Bonds Series 2010B.doc Other 185K Tax Compliance Agreement related to the 2010 Tax-Exempt Refunding Bonds
Tax Compliance Agreement - KCMO Series 2010A (East Village) Bonds.doc Other 152K Tax Compliance Agreement related to the 2010 East Village Bonds
SUPP site lease2.doc Advertise Notice 58K Amendment to the Site Lease relating to the City Market Project portion of the Taxable Refunding Bonds
financing agreement3valentine.doc Other 122K Financing Agreement Between the City and LCRA relating to the Valentine Portion of the Taxable Refunding Bonds
Escrow Deposit Agreement - MAST.docx Other 45K Escrow Agreement Related to the Refunding of the Series 1996A (MAST) Bonds
Amendment of Operating Lease Agreement - KCMO MAST.doc Other 63K Amendment to the Operating Lease Between the City and MAST
taxable indenture2.doc Advertise Notice 446K Trust Indenture relating to the Taxable Refunding Bonds
indenture2.doc Other 436K Trust Indenture Relating to the Tax-Exempt Refunding Bonds
supplmental indenture2.doc Other 112K First Supplement Indenture of Trust, Series 2010 East Village Bonds
2010 Bond Ordinance Fact Sheet v2.xlsx Fact Sheet 29K Fact Sheet
fiscal notes-Kitchen Sink bond ordinance (revised).xlsx Fiscal Note 29K Fiscal Note

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ORDINANCE NO. 100215

 

Approving the issuance by the City of Kansas City Missouri of its special obligation improvement and refunding bonds in more than one series, in the aggregate principal amount not to exceed $40,100,000.00; and approving and authorizing certain documents and actions relating to the issuance of the Bonds.

 

WHEREAS, the City is authorized under its charter to issue its notes, bonds or other obligations in evidence thereof; and

WHEREAS, the City previously issued its $29,310,000.00 Special Obligation Bonds (East Village Project) Series 2008B (the “2008 East Village Bonds”) to provide funds to pay the costs of certain public improvements described in the East Village Tax Increment Financing Plan (the “East Village Project”) pursuant to the Trust Indenture dated as of April 1, 2008 (the “Original East Village Indenture”) by and between the City and Wells Fargo Bank, N.A., as original trustee; and

WHEREAS, the City wishes to issue its special obligation improvement bonds to provide funds to pay additional costs of the East Village Project; and

WHEREAS, the City proposes to issue its Series 2010A Bonds (or such other series designation as the Director of Finance shall determine) (the “2010 East Village Bonds”) as additional bonds under the Original East Village Indenture pursuant to a First Supplemental Trust Indenture (the “Supplemental East Village Indenture” and with the Original East Village Indenture, the “East Village Indenture”) by and between the City and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the "East Village Bonds Trustee"), in the aggregate principal amount not to exceed $5,900,000.00, to provide funds to pay additional costs of the East Village Project, to satisfy the debt service reserve requirement for the 2010 East Village Bonds and to fund certain costs of issuance of the 2010 East Village Bonds; and

WHEREAS, in connection with the issuance of the 2008 East Village Bonds, the City and the Tax Increment Financing Commission of Kansas City, Missouri (the “Commission”) entered into a Cooperative Agreement which set forth their roles and responsibilities in connection with the East Village Project and payment of debt service on the 2008 East Village Bonds, which Cooperative Agreement may be amended and supplemented upon the issuance of the 2010 East Village Bonds; and

WHEREAS, the City wishes to issue its tax-exempt special obligation refunding bonds to provide funds to pay the costs of (i) refunding on a current basis the Leasehold Revenue Bonds (Metropolitan Ambulance Services Trust Facility Project) Series 1996A (the “Series 1996A Bonds”) issued by the Land Clearance for Redevelopment Authority of Kansas City, Missouri (the “LCRA”) in the original aggregate principal amount of $8,255,000.00 to acquire, construct and renovate a facility for the City’s ambulance service (the “MAST Project”), (ii) refunding on a current basis the Leasehold Improvement Revenue Bonds (City of Kansas City, Missouri, Lessee) Series 1999A (the “Series 1999A Bonds”) issued by the Kansas City Municipal Assistance Corporation (the “Corporation”) in the original aggregate principal amount of $7,950,000.00 to finance the Oak Street Garage and certain streetlight improvements (the “Parking Garage Project”), and (iii) refunding on a current basis the Leasehold Improvement Revenue Bonds (City of Kansas City, Missouri, Lessee) Series 2001B-1 (the “Series 2001B-1 Bonds” and with the Series 1996A Bonds and Series 1999A Bonds, the “Prior Tax-Exempt Bonds”) issued by the Corporation in the original aggregate principal amount of $20,205,000.00 to finance certain road improvements (the “Road Project”); and

WHEREAS, the City proposes to issue its Series 2010B Bonds (or such other series designation as the Director of Finance shall determine) (the “Tax-Exempt Refunding Bonds”) pursuant to a Trust Indenture (the “Tax-Exempt Indenture”) by and between the City and First Bank of Missouri, as trustee (the "Tax-Exempt Bonds Trustee"), in the aggregate principal amount not to exceed $21,000,000.00, to provide funds to refund all Outstanding Prior Tax-Exempt Bonds, to satisfy the debt service reserve requirement for the Tax-Exempt Refunding Bonds and to fund certain costs of issuance of the Tax-Exempt Refunding Bonds; and

WHEREAS, in connection with the issuance of the Series 1996A Bonds, the Trustees of the Metropolitan Ambulance Services Trust, a not for profit trust established for the benefit of the City (“MAST”), executed and delivered a Special Warranty Deed transferring title to the MAST Project Site to LCRA, LCRA leased the MAST Project Property (as such terms are defined in the indenture pursuant to which the Series 1996A Bonds were issued) to MAST pursuant to a Base Lease (the “MAST Base Lease”), MAST subleased the MAST Project Property to the City pursuant to a City Sublease Agreement (the “MAST Sublease”), and the City and MAST entered into a MAST Operating Lease Agreement (the “MAST Operating Lease”) wherein MAST sub-subleased the MAST Project Property from the City, agreed to make certain rental payments to the City and agreed to operate the emergency medical service system for the inhabitants of the City; and

WHEREAS, all of the assets of MAST are being transferred to the City, which will take over operation of the emergency medical service system, and the LCRA will execute and deliver a Special Warranty Deed transferring title to the MAST Project Property to the City when the Tax-Exempt Refunding Bonds are issued; and

WHEREAS, the MAST Base Lease, the MAST Sublease and the MAST Operating Lease each provide that such document terminates pursuant to its terms on the date when the Series 1996A Bonds are paid in full or otherwise redeemed or defeased; and

WHEREAS, the Board of Trustees of MAST has approved, and the City wishes to approve, the execution and delivery of an amendment to the MAST Operating Lease providing for the continuation of the MAST Operating Lease until such time as the transfer of assets to the City has been completed and the City has taken over the operation of the emergency medical service system, in the event that such date is after the date of issuance of the Tax-Exempt Refunding Bonds; and

WHEREAS, the City wishes to issue its taxable special obligation refunding bonds to provide funds to pay the costs of (i) refunding on a current basis the Taxable Lease Revenue Refunding Bonds. Series 1998 (City Market Project) (the “Series 1998 City Market Bonds”) issued by the Planned Industrial Expansion Authority of Kansas City, Missouri (the “PIEA”) in the original aggregate principal amount of $14,980,000.00 to refund certain PIEA bonds issued to finance certain costs of improvements to the City Market (the “City Market Project”), (ii) refunding on a current basis the Taxable Infrastructure Facilities Revenue Bonds (Kansas City, Missouri – Valentine Shopping Center Redevelopment Project) Series 1998 issued by the Missouri Development Finance Board (the “Board”) in the original aggregate principal amount of $3,500,000 (the “Series 1998 Valentine Bonds” and with the Series 1998 City Market Bonds, the “Prior Taxable Bonds”) to finance the acquisition and construction of the Valentine Shopping Center Redevelopment Project (the “Valentine Project”) and (iii) reimburse the City for its cash funding of the debt service reserve requirement relating to the LCRA’s $33,130,000.00 Improvement and Refunding Revenue Bonds (Municipal Auditorium Garage Improvements and Muehlebach Hotel Refunding Projects) Series 2005E (the “Series 2005E Bonds”) following the ratings downgrade of XL Capital Assurance, Inc. as the issuer of the surety bond which had previously satisfied such debt service reserve requirement; and

WHEREAS, the City proposes to issue its Series 2010C Bonds and (or such other series designation as the Director of Finance shall determine) (the “Taxable Refunding Bonds”) pursuant to a Trust Indenture (the “Taxable Indenture”) by and between the City and First Bank of Missouri, as trustee (the "Taxable Bonds Trustee"), in the aggregate principal amount not to exceed $13,200,000.00, to provide funds to refund all Outstanding Prior Taxable Bonds, to reimburse the City for the cash funding of the debt service reserve requirement for the Series 2005E Bonds, to satisfy the debt service reserve requirement for the Taxable Refunding Bonds and to fund certain costs of issuance of the Taxable Refunding Bonds; and

WHEREAS, in connection with the Series 1998 Valentine Bonds, LCRA entered into a Master Lease (the “Valentine Lease”) wherein LCRA leased the Valentine Shopping Center to UGA, L.L.C. (the “Valentine Developer”), and the Board, LCRA and the City entered into a Financing Agreement which set forth their roles and responsibilities in connection with the Valentine Project and payment of debt service on the Series 1998 Valentine Bonds, which Financing Agreement may be amended and supplemented upon the issuance of the Taxable Refunding Bonds; and

WHEREAS, in connection with the Series 1998 City Market Bonds, the City and PIEA entered into an Amended and Restated City Market Site Lease (the “City Market Site Lease”) wherein the City has leased the City Market to PIEA, and the City and LCRA entered into a Cooperation Agreement which set forth their roles and responsibilities in connection with the City Market Project and payment of debt service on the Series 1998 City Market Bonds, which City Market Site Lease and Cooperation Agreement may be amended and supplemented upon the issuance of the Taxable Refunding Bonds; and

WHEREAS, in order to enhance the security for the 2010 East Village Bonds, the Tax-Exempt Refunding Bonds and/or the Taxable Refunding Bonds (collectively, the “Bonds”) and achieve a lower cost of borrowing, it may be desirable for the City to arrange for a municipal bond insurance policy, letter of credit or other credit enhancement facility, insuring or guaranteeing the payment of the principal of and interest on the applicable series of Bonds and/or a surety bond or debt service reserve fund policy for any debt service reserve fund, to be issued by a bond insurance company, commercial bank or other financial institution acceptable to the City; and

WHEREAS, the City has found and determined that financing and refinancing of the Projects described above will benefit the citizens of the City; and

WHEREAS, in order to accomplish the foregoing, it is necessary and desirable that the City approve the transactions described in this ordinance and the execution and delivery of the financing documents and certain other matters in connection with the transaction, as herein provided; NOW, THEREFORE,

BE IT ORDAINED BY THE COUNCIL OF KANSAS CITY:

Section 1. Authorization of Bonds; Authorization and Execution of Bond Purchase Agreements and Certificates of Final Terms. The City hereby authorizes the issuance of its Bonds, in more than one series, for the purposes set forth herein. The City authorizes the issuance of the 2010 East Village Bonds in the aggregate principal amount not to exceed $5,900,000.00, for the purpose of providing funds to pay additional costs of the East Village Project, to satisfy the debt service reserve requirement for the 2010 East Village Bonds and to fund certain costs of issuance of the 2010 East Village Bonds. The City authorizes the issuance of the Tax-Exempt Refunding Bonds in the aggregate principal amount not to exceed $21,000,000.00, for the purpose of providing funds to refund the Prior Tax-Exempt Bonds, to satisfy the debt service reserve requirement for the Tax-Exempt Refunding Bonds and to fund certain costs of issuance of the Tax-Exempt Refunding Bonds. The City authorizes the issuance of the Taxable Refunding Bonds in the aggregate principal amount not to exceed $13,200,000.00, for the purpose of providing funds to refund the Prior Taxable Bonds, to reimburse the City for the cash funding of the debt service reserve requirement for the Series 2005E Bonds, to satisfy the debt service reserve requirement for the Taxable Refunding Bonds and to fund certain costs of issuance of the Taxable Refunding Bonds. Each series of Bonds shall be dated the date set forth therein, the 2010 East Village Bonds shall bear interest at rates initially not to exceed a net interest cost of 5.75%, the Tax-Exempt Refunding Bonds shall bear interest at rates initially not to exceed a net interest cost of 5.00%, the Taxable Refunding Bonds shall bear interest at rates initially not to exceed a net interest cost of 6.00%, and the applicable series of Bonds shall have such other terms and provisions as shall be provided in the applicable indenture of trust and bond purchase agreements approved by the Director of Finance.

The Director of Finance is authorized and directed to approve the purchase price for each series of the Bonds, the principal amounts by maturity, the interest rates, the terms of credit enhancement and the other final terms of each series of the Bonds, including applicable redemption provisions, subject to the limitations set forth in this Section, and in that connection, to execute and deliver, for each of the 2010 East Village Bonds, Tax-Exempt Refunding Bonds and Taxable Refunding Bonds, the Certificate of Final Terms for and on behalf of and as the act and deed of the City, which approval will be conclusively evidenced by the Director of Finance’s execution of the Certificate of Final Terms. Upon execution, the Certificate of Final Terms will be attached to this Ordinance as Exhibit A-1 (2010 East Village Bonds), Exhibit A-2 (Tax-Exempt Refunding Bonds) and Exhibit A-3 (Taxable Refunding Bonds), as applicable, and the City Clerk is hereby authorized to file each such Certificate of Final Terms with this Ordinance. The City is authorized to enter into a Bond Purchase Agreement for each of such Bonds in accordance with the applicable Certificate of Final Terms. The Director of Finance is authorized to execute the Bond Purchase Agreements for and on behalf of and as the act and deed of the City.

Section 2. Limited Obligations. Each series of the Bonds and the interest thereon shall be special, limited obligations of the City payable solely out of Appropriated Moneys (as defined in the applicable indenture) and moneys in the Funds and Accounts held by the Trustee under the applicable indenture, provided that the Taxable Refunding Bonds shall also be payable from revenues received from PIEA representing rental payments from subtenants of the City Market, and from revenues received from LCRA representing rental payments from the Valentine Developer, and the 2010 East Village Bonds shall also be payable from Incremental Tax Revenues (as defined in the applicable indenture), and shall be secured by a transfer, pledge and assignment of and a grant of a security interest in the applicable Trust Estate to the Trustee and in favor of the owners of the applicable Bonds. Each series of Bonds and interest thereon shall not be deemed to constitute a debt or liability of the City within the meaning of any constitutional, statutory or charter limitation or provision, and shall not constitute a pledge of the full faith and credit of the City, but shall be payable solely from the funds provided for in the applicable indenture. The issuance of the Bonds shall not, directly, indirectly or contingently, obligate the City to levy any form of taxation therefor or to make any appropriation for their payment.

Section 3. Authorization and Approval of Financing Documents. The proposed documents relating to the financing (the “Financing Documents”) are hereby approved in substantially the forms submitted to the City Council, and the Director of Finance is authorized to execute and deliver the Financing Documents with such changes therein and additions thereto as the Director of Finance deems necessary or appropriate.

(a)                First Supplemental Trust Indenture between the City and the East Village Bonds Trustee relating to the 2010 East Village Bonds.

(b)               Trust Indenture between the City and the Tax-Exempt Refunding Bonds Trustee relating to the Tax-Exempt Refunding Bonds.

(c)                Trust Indenture between the City and the Taxable Refunding Bonds Trustee relating to the Taxable Refunding Bonds.

(d)               Amendment to Operating Lease between the City and MAST relating to the MAST Project.

(e)                Escrow Agreement with The Bank of New York Mellon Trust Company, N.A., relating to the defeasance of the Series 1996A Bonds.

(f)                Financing Agreement between the City and LCRA relating to the Valentine Project portion of the Taxable Refunding Bonds.

(g)                Amendment to Site Lease between the City and PIEA relating to the City Market Project portion of the Taxable Refunding Bonds.

(h)               Amendment to Cooperation Agreement between the City and PIEA relating to the City Market Project portion of the Taxable Refunding Bonds.

(i)                 Amendment to Cooperative Agreement between the City and the TIF Commission relating to the East Village Project.

(j)                 Tax Compliance Agreements, each between the City and the applicable Trustee, which set forth certain representations, facts, expectations, terms and conditions relating to the use and investment of the proceeds of the Tax-Exempt Refunding Bonds and the 2010 East Village Bonds (collectively, the “Tax-Exempt Bonds”), to establish and maintain the exclusion of interest on the respective Tax-Exempt Bonds from gross income for federal income tax purposes, and to provide guidance for complying with the arbitrage rebate provisions of § 148(f) of the Internal Revenue Code.

(k)               Continuing Disclosure Undertakings relating to the respective series of Bonds, under which the City agrees to provide continuing disclosure of certain financial information, operating data and material events, for the benefit of the owners of such Bonds and to assist the Underwriters thereof in complying with Rule 15c2-12 of the Securities and Exchange Commission.

(l)                 Bond Purchase Agreements, each between the City and the applicable Underwriters of the respective Bonds, under which the City agrees to sell and the applicable Underwriters agree to purchase such Bonds, upon such terms and conditions thereof as set in the applicable Bond Purchase Agreement and Certificate of Final Terms, as described in Section 1.

The City Council further approves the execution and delivery by the City of any documents which may be required in connection with the execution and delivery by the City of the applicable Indenture and issuance of the applicable series of Bonds and of such other documents as the Director of Finance deems necessary or appropriate in connection with the transactions authorized by this Ordinance.

Section 4. Credit Enhancement. The City hereby authorizes the Director of Finance to obtain a bond insurance policy, letter of credit or other credit enhancement (“Credit Enhancement”) for some or all of the Bonds and the purchase or a surety bond or debt service reserve fund policy for any debt service reserve fund, if necessary or desired, from a Credit Provider with such credit rating that, in the opinion of the applicable Underwriters, the applicable Financial Advisors and the Director of Finance, there will be achieved an economic benefit for the City if the Bonds are secured by such Credit Enhancement. The purchase of such Credit Enhancement and the entering into of such agreements with respect thereto as may be necessary or appropriate are hereby approved. Such credit enhancement may be such type, in such amount and provided by such entity or entities as the Director of Finance shall determine to be in the best interest of the City. The officials of the City are authorized and directed to execute all documents, agreements, instruments and certificates in connection with such credit enhancement.

Section 5. Refunding and Redemption of Series 1996A Bonds, Series 1999A Bonds, Series 2001B Bonds, Series 1998 Valentine Bonds and Series 1998 City Market Bonds. The Corporation’s refunding and redemption of the Series 1996A Bonds, Series 1999A Bonds, Series 2001B Bonds, Series 1998 Valentine Bonds and Series 1998 City Market Bonds is hereby approved and the Director of Finance is hereby authorized and directed to execute, enter into and deliver on behalf of the City any bond purchase agreement, escrow deposit agreement and such other documents, certificates and instruments with respect thereto as the Director of Finance determines to be in the best interest of the City.

Section 6. Official Statements. The City hereby delegates authority to the Director of Finance to prepare, approve and deem final any Preliminary Official Statements and any final Official Statements, with the signature of the Director of Finance thereon being conclusive evidence of the Director's approval and the City's approval thereof and to approve the final terms of each series of the Bonds, including any credit enhancement of a series of the Bonds. The City hereby consents to the use and public distribution of any Preliminary Official Statement and any final Official Statement in connection with the offering for sale of each series of the Bonds.

Section 7. Approval of Selection of Professionals.

(a)                The City approves the selection of First Southwest Company and Moody Reid Financial Advisors to act as Co-Financial Advisors in connection with the issuance of the Bonds. The City approves the selection of Kutak Rock LLP and the Hardwick Law Firm LLC to act as Co-Bond Counsel in connection with the issuance of the Bonds. The City approves the selection of Gilmore & Bell, PC and The Martinez Law Firm to act as Co-Disclosure Counsel in connection with the issuance of the Bonds.

(b)               The City approves the selection of RBC Capital Markets, Stifel Nicolaus & Company, Inc., Jackson Securities and Harvestons Securities, Inc. to act as Underwriters in connection with the issuance of the Bonds.

Section 8. Further Authority. The officials of the City are further authorized and directed to execute such documents, instruments and certificates and to take such further actions on behalf of the City as shall be necessary or desirable to effect the terms and provisions of this Ordinance.

_________________________________________

Approved as to form and legality:

 

 

______________________________

Heather A. Brown

Assistant City Attorney