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Legislation #: 040984 Introduction Date: 9/2/2004
Type: Ordinance Effective Date: none
Sponsor: None
Title: Approving the issuance by Kansas City Municipal Assistance Corporation of its leasehold revenue and refunding bonds in one or more series, in the aggregate principal amount not to exceed $210,000,000.00; approving and authorizing certain documents and actions relating to the issuance of the Bonds.

Legislation History
DateMinutesDescription
9/2/2004

Prepare to Introduce

9/2/2004

Referred Operations Committee

9/8/2004

Advance and Do Pass

9/9/2004

Passed


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040984.pdf Authenticated 250K Passed Copy

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ORDINANCE NO. 040984

 

Approving the issuance by Kansas City Municipal Assistance Corporation of its leasehold revenue and refunding bonds in one or more series, in the aggregate principal amount not to exceed $210,000,000.00; approving and authorizing certain documents and actions relating to the issuance of the Bonds.

 

WHEREAS, the Kansas City Municipal Assistance Corporation (the "Corporation") is a not-for-profit corporation duly organized and existing under Chapter 355 of the Missouri Revised Statutes 1994 (the "Act"); and

 

WHEREAS, the Corporation is authorized under the Act to lease as lessor and as lessee any real or personal property, to borrow money for its corporate purposes and to issue its notes, bonds or other obligations in evidence thereof; and

 

WHEREAS, the City has requested that the Corporation issue its leasehold improvement revenue bonds in one or more series to provide funds to pay the costs of the expansion of the H. Roe Bartle Hall Convention Center and public parking garages for the Performing Arts Center project (the Bartle Hall Project), all in accordance with and pursuant to the Act; and

 

WHEREAS, the City has requested that the Corporation issue its leasehold improvement revenue bonds to provide funds to pay the costs of the development of certain property to accommodate 1600-2000 vehicles on a paved surface with an administration building and garage, utilities, security fencing and storm water detention (the Tow Lot Project), all in accordance with and pursuant to the Act; and

 

WHEREAS, the City has requested that the Corporation issue its leasehold improvement revenue bonds to provide funds to pay the costs of certain public improvements for the Prospect North Tax Increment Financing Plan (the Prospect North Project), all in accordance with and pursuant to the Act; and

 

WHEREAS, the City has requested that the Corporation issue its leasehold refunding revenue bonds to provide funds to pay the costs of refunding all or a part of its Leasehold Refunding Revenue Bonds, Series 1995A (H. Roe Bartle Convention Center Project) (the Refunding Project), all in accordance with and pursuant to the Act; and

 

WHEREAS, the Corporation proposes to issue, pursuant one or more supplemental indentures of trust by and between the Corporation and Wells Fargo Bank, N.A., as corporate trustee (the "Trustee"), its Bonds in the aggregate principal amount not to exceed $210,000,000.00 in one or more series (Bonds), to provide funds to finance and refinance the projects described above, to fund separate debt service reserve funds for each series of bonds and to fund capitalized interest on a portion of the Bonds, and to fund certain costs of issuance of the Bonds; and

 

WHEREAS, in connection with the issuance of the Bonds, the City and the Corporation will enter into one or more amendments to Base Lease dated as of date set forth therein (the "Base Lease Amendments") pursuant to which the City will lease to the Corporation certain real estate and improvements thereon related to the Bartle Hall Project and the Tow Lot Project (the "Expansion Site"); and

 

WHEREAS, in connection with the issuance of the Bonds, the City and the Corporation will enter into one or more amendments to the Master Lease Purchase Agreement dated as of date set forth therein (the Master Lease Agreement Amendments) pursuant to which the Corporation will lease the Expansion Site to the City, and the City will make lease payments ("Rental Payments") to


the Corporation, which Rental Payments will be sufficient, during any term of the Master Lease Agreement, to enable the Corporation to pay principal of, redemption premium, if any, and interest on the Bonds as the same become due and to pay amounts due on any fixed interest rate swap agreements; and

 

WHEREAS, in order to enhance the security for 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 Bonds and the purchase price of variable rate bonds tendered for purchase by the owners for purchase, 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 desires to indicate its expectation and intent to reimburse all or a portion of the expenditures with the proceeds of the Bonds; and

 

WHEREAS, the City has found and determined that financing of the Project 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 transaction described in these resolutions 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. Approval of Bonds. The City hereby requests, directs and instructs the Corporation to, and consents to and approves the issuance by the Corporation of its Bonds, in one or more series, in the aggregate principal amount not to exceed $210,000,000.00, for the purpose of providing funds to finance and refinance the Bartle Hall Project, the Tow Lot Project, the Prospect North Project and the Refunding Project, to fund a separate debt service reserve fund for each series of bonds and to fund capitalized interest for a portion of the interest on the Bonds, and to fund certain costs of issuance of the Bonds. The Bonds shall be dated the date set forth therein, shall bear interest at rates initially not to exceed 6.5% per annum, shall have such other terms and provisions as shall be provided in the supplemental indentures of trust and bond purchase agreements approved by the Director of Finance.

 

Section 2. Authorization and Approval of Financing Documents. The proposed documents relating to the financing (the Financing Documents), are hereby approved in substantially the form 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 desirable.

 

(a) Base Lease Amendments between the City and the Corporation.

 

(b) Master Lease Purchase Agreement Amendments between the City and the Corporation.

 

(c) Tax Compliance Agreement among the City, the Corporation and the Trustee, which sets forth certain representations, facts, expectations, terms and conditions relating to the use and investment of the proceeds of the Bonds, to establish and maintain the exclusion of interest on the 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.

 

(d) Continuing Disclosure Agreement, 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 the Bonds and to assist the Underwriters in complying with Rule 15c2-12 of the Securities and Exchange Commission.

 

(e) Bond Purchase Agreements among the City, the Corporation and the Underwriters of the Bonds, under which the Issuer agrees to sell and the Underwriters agree to purchase the Bonds, upon such terms and conditions thereof as set in the Bond Purchase Agreements.

 

Section 3. Credit Enhancement. The purchase of a bond insurance policy, letter of credit or other 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, and the entering into of such agreements with respect thereto as may be necessary or appropriate are hereby approved. Such credit enhancement may be of 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 4. Interest Rate Swap Agreements. The Director of Finance in consultation with the Corporation is hereby authorized and directed to from time to time seek proposals for, and negotiate the terms of one or more fixed interest rate swap agreements with respect to all or a portion of the Bonds, and where necessary, to execute and deliver such other documents, certificates and instruments in connection with such fixed interest rate swap agreements, as the Director of Finance determines to be in the best interest of the City.

 

Section 5. Refunding and Redemption of Series 1995A Bonds. The Corporations refunding and redemption of its Series 1995A 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. Intent to Reimburse Expenditures. The City reasonably expects to reimburse all or a portion of the expenditures with proceeds of the Bonds.

 

Section 7. 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 the Bonds, including any credit enhancement 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 the Bonds.

 

Section 8. Further Authority. The officials of the City are further authorized and directed to execute such other documents, agreements, 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