COMMITTEE SUBSTITUTE
FOR ORDINANCE NO. 080297
Approving the issuance by the
City of Kansas City Missouri of its special obligation bonds in one or more
series, in the aggregate principal amount not to exceed $30,000,000.00 for the
East Village Project; 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 wishes to issue its special obligation 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); and
WHEREAS,
the City proposes to issue, pursuant to an Indenture of Trust (the Indenture)
by and between the City and Wells Fargo Bank, as trustee (the Trustee), its
Series 2008B Bonds in the aggregate principal amount not to exceed $30,000,000.00,
to provide funds to finance and refinance the East Village Project, to fund a
debt service reserve fund or purchase a debt service surety bond for the
Series 2008B Bonds, to pay the bond insurance premium and surety bond
premium for the Series 2008B Bonds, and to fund certain costs of issuance
of the Series 2008B Bonds; and
WHEREAS,
in connection with the issuance of the Series 2008B Bonds to finance the
East Village Project, the City and the Tax Increment Financing Commission of
Kansas City, Missouri (the Commission) will enter into a Cooperative
Agreement dated as of the date set forth therein (the Cooperative Agreement)
pursuant to which the City and the Commission will provide for the use of
certain TIF Revenues (as defined therein) for the payment of the costs of the
East Village Project and the allocable portion of debt service on the
Series 2008B Bonds; and
WHEREAS,
in order to enhance the security for the Series 2008B Bonds (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/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 the East Village Project
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 transaction 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. The City
hereby authorizes the issuance of its Bonds, in more than one series, in the
aggregate principal amount not to exceed $30,000,000, for the purpose of
providing funds to finance the East Village Project, to fund a debt service
reserve fund or purchase a debt service surety bond for each series of Bonds,
to pay the bond insurance premium and surety premium for each series of Bonds,
and to fund certain costs of issuance of the Bonds. Each series of Bonds shall
be dated the date set forth therein and shall bear interest at rates not to
exceed 6.00% per annum, and the Bonds shall have such other terms and
provisions as shall be provided in the Indenture and bond purchase agreement
approved by the Acting Director of Finance.
Section
2. Limited Obligations. Each series
of the Bonds and the interest thereon shall be special, limited obligations of
the City payable (except to the extent paid out of Bond proceeds or the income
from the temporary investment thereof and under certain circumstances from
insurance proceeds and condemnation awards) solely out of Appropriated Moneys
(as defined in the Indenture) and moneys in the Funds and Accounts held by the
Trustee under the 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 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 Acting Director of Finance is authorized to
execute and deliver the Financing Documents with such changes therein and
additions thereto as the Acting Director of Finance deems necessary or
appropriate.
(a) Trust Indenture between the City and the
Trustee relating to the Series 2008B Bonds.
(b) Cooperative Agreement between the City and
the Commission relating to the East Village Project.
(c) Tax Compliance Agreement between the City
and the Trustee, which sets forth certain representations, facts, expectations,
terms and conditions relating to the use and investment of the proceeds of the
Series 2008B Bonds, to establish and maintain the exclusion of interest on
the Series 2008B 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 Agreement between the City
and the Underwriters of the Bonds, under which the City agrees to sell and the
Underwriters agree to purchase the Bonds, upon such terms and conditions
thereof as set in the Bond Purchase Agreement.
Section
4. Credit Enhancement. The City hereby authorizes the Acting
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 Underwriters, the Financial Advisors and the Acting Director
of Finance, will achieve 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
Acting 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. Intent to Reimburse Expenditures.
The City reasonably expects to reimburse all or a portion of the expenditures
relating to the East Village Project with proceeds of the Series 2008B
Bonds.
Section
6. Official Statement. The
City hereby delegates authority to the Acting Director of Finance to prepare,
approve and deem final any Preliminary Official Statements and any final
Official Statements, with the signature of the Acting 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
7. Approval of Section of Professionals.
The City approves the selection of First Southwest Company and Valdes &
Moreno to act as Co-Financial Advisors in connection with the issuance of the
Bonds. The City approves the selection of the Hardwick Law Firm LLC and Angela
Habeebullah, Esq. to act as Co-Bond Counsel in connection with the issuance of
the Bonds. The City approves the selection of Stern Brothers & Co.,
Backstrom, McCarley, Berry & Co. LLC and UMB Bank, N.A. 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