ORDINANCE NO. 080613
Approving certain amendments in connection with The
Industrial Development Authority of the City of Kansas City, Missouri Kansas City Downtown Redevelopment District revenue bonds; approving and authorizing
certain documents and actions relating to the amendments; and declaring an
emergency.
BE IT ORDAINED BY THE COUNCIL OF KANSAS CITY:
WHEREAS, The Industrial
Development Authority of the City of Kansas City, Missouri (the "Authority") is authorized and empowered
under the provisions of the Industrial Development Corporations Act, Chapter
349, Revised Statutes of Missouri, as amended (the Act), to purchase,
construct, extend and improve certain projects (as defined in the Act) for the
purposes set forth in the Act and to issue revenue bonds for the purpose of (i)
providing funds to pay the costs of such projects and to lease or sell such
projects to others upon such terms and conditions as the Authority shall deem
advisable, or (ii) loaning the proceeds from the sale of such bonds to others
upon such terms and conditions as the Authority shall deem advisable to provide
funds to pay the costs of such projects; and
WHEREAS,
at the request of the City of Kansas City, Missouri (the City), pursuant to
the Indenture of Trust, dated as of March 1, 2005 (the Original
Indenture) between the Authority and UMB Bank, N.A., as Trustee, as amended
and supplemented by a First Supplemental Indenture of Trust, dated as of
July 1, 2006 (the First Supplemental Indenture), the Authority
has previously issued its $115,015,000 Variable Rate Demand Tax‑Exempt
Revenue Bonds (Kansas City Downtown Redevelopment District), Series 2005A
(the Series 2005A Bonds), its $64,985,000 Variable Rate Demand Tax‑Exempt Revenue Bonds
(Kansas City Downtown Redevelopment District) Series 2005B (the
Series 2005B Bonds and with the Series 2005A Bonds, the Series
2005 Bonds), its $69,500,000 Variable Rate Demand Tax‑Exempt Revenue
Bonds (Kansas City Downtown Redevelopment District), Series 2006A (the
Series 2006A Bonds) and its $45,500,000 Variable Rate Demand Tax‑Exempt
Revenue Bonds (Kansas City Downtown Redevelopment District) Series 2006B
(the Series 2006B Bonds and with the Series 2006A Bonds, the Series
2006 Bonds) (collectively, the Bonds) to finance certain costs associated
with the Kansas City Downtown Redevelopment Project (the Project); and
WHEREAS,
pursuant to the Amended and Restated Indenture of Trust dated as of
June 1, 2007 and the Series 2005A Series Supplement dated June 6,
2007 (collectively, the Indenture), the Authority facilitated a restructuring
of the Bonds for the purpose of converting the interest rate on the Series
2005A Bonds to a fixed rate of interest and entering a swap agreement with
respect to the Series 2005B Bonds and the Series 2006A Bonds; and
WHEREAS,
the Authority, the City and Depfa Bank plc (the Bank) entered into a Standby
Bond Purchase Agreement dated as of March 1, 2005 (the Existing 2005
Agreement) pursuant to which the Bank provides a liquidity facility for the
Series 2005 Bonds, and the Authority, the City and the Bank entered into a
Standby Bond Purchase Agreement dated as of July 1, 2006 (the Existing 2006 Agreement
and with the Existing 2005 Agreement, the Existing Agreements) pursuant to
which the Bank provides a liquidity facility for the Series 2006 Bonds; and
WHEREAS,
the City wishes to request that the Authority amend the Existing Agreements to
amend certain events of default and remedies and to amend certain fees; and
WHEREAS,
in connection with the requested amendment, the Authority, the City and the
Bank will enter into a First Amendment to Standby Bond Purchase Agreement
relating to each of the Series 2005 Bonds and the Series 2006 Bonds
(collectively, the Amendments to Standby Bond Purchase Agreements), to amend
certain events of default and remedies and to amend certain fees, and will also
enter into a First Amendment to Remarketing Agreement relating to each of the
Series 2005B Bonds, the Series 2006A Bonds and the Series 2006B Bonds
(collectively, the Amendments to Remarketing Agreements) as requested by the
Bank in connection with the amendments of the Existing Agreements; and
WHEREAS,
an emergency exists, in that the public bond market is in flux, there has been
a downgrade in the rating of Ambac Assurance Corporation, the insurer of the
Bonds, and consequently the costs to the City relating to the remarketing of
the Bonds under the terms of the existing Standby Bond Purchase Agreement have
escalated which causes a significant and ongoing drain upon financial resources
and other public property of the City; the amendment of the Standby Bond
Purchase Agreements is intended to result in a reduction in such costs to the
City upon the implementation of such amendments; and authorization for the
expeditious execution and delivery of the Amendments to Standby Bond Purchase
Agreements and Amendments to Remarketing Agreements is needed for the immediate
preservation of the public property , health, safety or morals of the City; and
WHEREAS,
in order to accomplish the foregoing, it is necessary and desirable that the
City approve the transaction described in these resolutions and the execution
and delivery of the amendments to 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. Approval of Amendment. The City hereby requests, directs and instructs the
Authority to amend the Existing Agreements and other documents relating to the
Bonds for the purpose of amending certain events of default and remedies and
amending certain fees.
Section
2. Authorization and Approval of City Documents. The proposed documents
relating to the amendment (the City Documents) are hereby approved in
substantially the forms submitted to the City Council, and the Acting Director
of Finance is authorized to execute and deliver the City Documents with such
changes therein and additions thereto as the Director of Finance deems
necessary or appropriate.
(a)
First Amendment to Standby Bond
Purchase Agreement relating to the Series 2005 Bonds.
(b)
First Amendment to Standby Bond
Purchase Agreement relating to the Series 2006 Bonds.
(c)
First Amendment to Remarketing
Agreement relating to the Series 2005B Bonds.
(d)
First Amendment to Remarketing
Agreement relating to the Series 2006A Bonds.
(e)
First Amendment to Remarketing Agreement
relating to the Series 2006B Bonds.
Section
3. 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.
Section 4. The City declares that an emergency exists
under the provisions of Section 503(a) of the Charter of Kansas City. This
ordinance shall take effect in accordance with that section.
_____________________________________________
Approved
as to form and legality:
________________________________
Heather
A. Brown
Assistant City Attorney