COMMITTEE SUBSTITUTE
FOR ORDINANCE NO. 120139
Approving the issuance by the City of Kansas City
Missouri of its special obligation bonds in two series, a tax-exempt series and
a taxable series, in the aggregate principal amount not to exceed $92,000,000.00;
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 proposed to issue its Special Obligation Bonds (Kansas City, Missouri,
Projects), in two series, a tax-exempt series and a taxable series, to provide
funds: (a) to purchase a software system for revenue collection (the
“Revenue Collection System”), (b) to acquire and construct public
infrastructure within the corporate limits of the City (the “Public
Infrastructure Project”), (c) to reimburse the City for amounts paid
to acquire an interest in property under a settlement agreement relating to the
former Citadel Plaza redevelopment project located at 63rd Street and Prospect
in the City, and to pay certain improvement and environmental remediation costs
(the “63rd and Prospect Redevelopment Project”), (d) to refinance an
obligation incurred by the City under a Promissory Note from the City to Bank
of America, N.A., the proceeds of which were used to pay costs of the
acquisition by the City of certain property within the East Village
redevelopment project (the “East Village Project”), (e) to finance a
contractual obligation with Kansas City Live, LLC (the “KC Live Developer”)
pursuant to the Master Development Agreement dated as of April 7, 2004, as
amended, between the City and the KC Live Developer for the construction by the
KC Live Developer of residential units in the Power and Light District (the “KC
Live Residential Project”), (f) to pay capitalized interest on a portion
of the herein-defined Bonds and (g) to pay certain costs related to the
issuance of the Bonds; and
WHEREAS,
the City previously issued its $19,880,000.00 Special Obligation Refunding
Bonds (Kansas City, Missouri Projects), Series 2010B (the “Series 2010B
Bonds”), a portion of the proceeds of which were applied to refund 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 (“KCMAC”) to finance certain costs of the Oak
Street Garage (the “Parking Garage Project”) and certain streetlight
improvements, of which $2,176,200.00 principal amount of such Series 2010B
Bonds attributable to the Parking Garage Project (the “Series 2010B Bonds
Parking Garage Portion”) is currently outstanding, and the City wishes to
refund such Series 2010B Bonds Parking Garage Portion on an advance basis; and
WHEREAS,
KCMAC previously issued its $24,875,000.00 Leasehold Revenue Bonds (City of
Kansas City, Missouri, Lessee) Series 2001A (the “Series 2001A KCMAC Bonds”), pursuant to the
Indenture of Trust dated as of May 1, 1999 (the “Original KCMAC Indenture”) as
amended by the First Supplemental Indenture of Trust dated as of May 1, 2001
(the “Supplemental KCMAC Indenture” and with the Original KCMAC Indenture, the
“KCMAC Indenture”) between KCMAC and First Bank of Missouri, as trustee (the
“KCMAC Trustee”), to finance additional costs of the Parking Garage Project,
which Series 2001A KCMAC Bonds are currently outstanding in the aggregate
principal amount of $14,510,000.00 (the “Outstanding Series 2001A KCMAC
Bonds”), and the City wishes to refund all of the Outstanding Series 2001A
KCMAC Bonds on a current basis; and
WHEREAS,
the Planned Industrial Expansion Authority of Kansas City, Missouri (“PIEA”)
previously issued The Planned Industrial Expansion Authority of Kansas City,
Missouri, $15,450,000.00 Taxable Leasehold Revenue Bonds (Kemper Garage
Project), Series 2001(the “Kemper Garage Bonds”), pursuant to the Indenture of
Trust dated as of June 1, 2001 (the “Kemper Indenture”) between PIEA and
Commerce Bank, formerly known as Commerce Bank, N.A., as trustee (the “Kemper
Trustee”), which Kemper Garage Bonds are currently outstanding in the aggregate
principal amount of $10,920,000.00 (the “Outstanding Kemper Garage Bonds”) and
the City wishes to refund all of the Outstanding Kemper Garage Bonds on a
current basis; and
WHEREAS,
the City proposes to issue its bonds in two series, a tax-exempt series and a
taxable series, which tax-exempt series shall be designated the
Series 2012A Bonds or such other series designation as the Director of
Finance shall determine (the “Series 2012A Bonds”) and shall be issued pursuant
to a Trust Indenture (the “Tax-Exempt Indenture”), and which taxable series
shall be designated the Series 2012B Bonds or such other series
designation as the Director of Finance shall determine (the “Series 2012B
Bonds”) and shall be issued pursuant to a Trust Indenture (the “Taxable
Indenture”), both by and between the City and BOKF,
N.A., d/b/a Bank of Kansas City, as Trustee (the “Trustee”); and
WHEREAS,
in order to enhance the security for the Series 2012A Bonds and/or the
Series 2012B 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 two series, in the aggregate principal
amount not to exceed $92,000,000.00, for the purpose of providing funds for the
following: (a) to finance the Revenue Collection System, (b) to finance the
Public Infrastructure Project, (c) to finance the 63rd and Prospect
Redevelopment Project, (d) to refinance the East Village Project, (e) to
refund the Outstanding Series 2010B Bonds Parking Garage Portion, (f) to
refund the Outstanding 2001A KCMAC Bonds, (g) to refund the Outstanding
Kemper Garage Bonds, (h) to finance the KC Live Residential Project,
(i) to fund capitalized interest on the Bonds and (j) to pay certain
costs of issuance of the Bonds. Each series of Bonds shall be dated the date
set forth in the applicable indenture of trust and form of Bond. The
tax-exempt Series 2012A Bonds shall bear interest at rates initially not
to exceed a true interest cost of 4.75%. The taxable Series 2012B Bonds
shall bear interest at rates initially not to exceed a true interest cost of
5.20%. The applicable series of Bonds shall have such other terms and
provisions as shall be provided in the applicable indenture of trust and the
bond purchase agreement 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, if any, 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 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 Certificates of Final Terms
will be attached to this Ordinance as Exhibit A-1 (Series 2012A
Bonds) and Exhibit A-2 (Series 2012B 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 the Bonds in accordance with the Certificates of Final Terms.
The Director of Finance is authorized to execute the Bond Purchase Agreement 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), 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)
Tax-Exempt Indenture.
(b)
Taxable Indenture.
(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 2012A Bonds, to establish and maintain the exclusion of
interest on the Series 2012A 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 Undertaking
relating to the 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.
(e)
Bond Purchase Agreement relating
to the Bonds, between the City and the Underwriters of such Bonds, under which
the City agrees to sell and the Underwriters agree to purchase each series of
Bonds, upon such terms and conditions thereof as set in such Bond Purchase
Agreement and the Certificates 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 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
Outstanding Series 2010B Bonds Parking Garage Portion, Outstanding Series 2001A
KCMAC Bonds and Outstanding Kemper Garage Bonds. The refunding and the redemption by the City of the
Outstanding Series 2010B Bonds Parking Garage Portion 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 escrow deposit agreement, if any,
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. The
refunding by the City and the redemption by KCMAC of the Outstanding Series 2001A
KCMAC 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 escrow deposit agreement, if any, 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. The refunding by the City
and the redemption by PIEA of the Outstanding Kemper Garage 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 escrow deposit
agreement, if any, 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 King Hershey, P.C., Clayborn & Associates, LLC
and Jane Hart Law Offices, LLC to act as Co-Disclosure Counsel in connection
with the issuance of the Bonds.
(b)
The City approves the selection of
George K. Baum & Company, Wells Fargo Bank, National Association and Valdés
& Moreno, Inc. to act as Underwriters in connection with the issuance of
the Bonds.
(c)
The City approves the selection of
First Bank of Missouri to act as Escrow Agent in connection with the refunding
of the Outstanding Series 2010B Bonds Parking Garage Portion.
Section 8. Estimation
and Appropriation.
(a)
The Bond Fund 3430, 2008 Southtown
Urban Life Development Bond Fund is hereby renamed Special Obligation Series
2012B Bond Fund.
(b)
The revenue in the following
account of the Special Obligation Series 2012B Bond Fund is hereby estimated in
the following amount:
AL-3430-120000-590000 Proceeds
from Sale of Bonds $4,000,000.00
(c)
The sum of $4,000,000.00
is hereby appropriated from the Unappropriated Fund Balance of the Special
Obligation Series 2012B Bond Fund to the following account:
AL-3430-648045-B 63rd
and Prospect Redevelopment Project $4,000,000.00
(d)
The Director of City Planning
and Development is hereby designated requisitioning authority for Account
Number AL-3430-648045-B.
(e)
The Director of Finance is
hereby authorized to close project account upon project completion and return
the unspent portion of the appropriation to the Fund Balance from which it
came.
Section
9. 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
10. Declaration of Emergency. This ordinance
is recognized as an emergency measure within the provisions of Section
503(a)(3)(c) of the City Charter in that it appropriates money and shall take
effect in accordance with that section.
_________________________________________
I hereby certify
that there is a balance, otherwise unencumbered, to the credit of the
appropriation to which the foregoing expenditure is to be charged, and a cash
balance, otherwise unencumbered, in the treasury, to the credit of the fund
from which payment is to be made, each sufficient to meet the obligation hereby
incurred.
_______________________________
Randall
J. Landes
Director
of Finance
Approved
as to form and legality:
________________________________
Sarah
Baxter
Assistant
City Attorney
EXHIBIT A-1
CERTIFICATE OF FINAL TERMS
SERIES 2012A BONDS
The
undersigned Director of Finance of the City
of Kansas City, Missouri (the “City”),
in connection with the issuance of the City’s $_________ Special Obligation Bonds (Kansas
City, Missouri Projects) Series 2012A (the “Series 2012A Bonds”),
certifies pursuant to Section 1 of Ordinance No. ______ of the City (the
“Ordinance”), as follows:
1. Original Principal Amount. The Series 2012A Bonds are issued in the
original principal amount of $_________.
2. Maturity Schedule. The Series 2012A Bonds will mature on the dates
and in the amounts and bear interest at the rates as set forth in the Trust
Indenture dated as of March 1, 2012 (the “Indenture”) by and between the City
and BOKF, N.A., d/b/a Bank of Kansas City,
as Trustee, and as summarized on Schedule 1 to this Certificate.
3. Weighted Average Maturity of the Series 2012A Bonds: The weighted average maturity of the Series 2012A Bonds is ______ years, as
shown on Schedule 1 to this Certificate.
4. True Interest Cost: The true interest
cost of the Series 2012A Bonds is
______%, as shown on Schedule 1 to this Certificate.
5. Purchase Price. The purchase price of
the Series 2012A Bonds is $______, representing $_________ principal
amount, plus net original issue premium of $______, less Underwriters’ discount
of $______.
6. Optional Redemption. The Series 2012A Bonds are subject to optional
redemption pursuant to the Indenture on the dates and in the amounts as set
forth therein.
The terms set forth
in this Certificate of Final Terms are within the limitations of Section 1 of
the Ordinance.
Delivered this ____ day of _____,
2012.
CITY
OF KANSAS CITY, MISSOURI
By:________________________________
Randall J. Landes, Director of Finance
EXHIBIT A-2
CERTIFICATE OF FINAL TERMS
SERIES 2012B BONDS
The
undersigned Director of Finance of the City
of Kansas City, Missouri (the “City”),
in connection with the issuance of the City’s $_________ Taxable Special Obligation Bonds
(Kansas City, Missouri Projects) Series 2012B (the “Bonds”),
certifies pursuant to Section 1 of Ordinance No. ______ of the City (the
“Ordinance”), as follows:
1. Original Principal Amount. The Series 2012B Bonds are issued in the
original principal amount of $_________.
2. Maturity Schedule. The Series 2012B Bonds will mature on the
dates and in the amounts and bear interest at the rates as set forth in the Trust
Indenture dated as of March 1, 2012 (the “Indenture”) by and between the City
and BOKF, N.A., d/b/a Bank of Kansas City,
as Trustee, and as summarized on Schedule 1 to this Certificate.
3. Weighted Average Maturity of the Series 2012B Bonds: The weighted average
maturity of the Series 2012B Bonds
is ______ years, as shown on Schedule 1 to this Certificate.
4. True Interest Cost: The true interest
cost of the Series 2012B Bonds
is ______%, as shown on Schedule 1 to this Certificate.
5. Purchase Price. The purchase price of
the Series 2012B Bonds is $______, representing $_________ principal
amount, plus net original issue premium of $______, less Underwriters’ discount
of $______.
6. Optional Redemption. The Series 2012B Bonds are subject to
optional redemption pursuant to the Indenture on the dates and in the amounts
as set forth therein.
The terms set forth
in this Certificate of Final Terms are within the limitations of Section 1 of
the Ordinance.
Delivered this ____ day of _____,
2012.
CITY
OF KANSAS CITY, MISSOURI
By:
Randall
J. Landes, Director of Finance