COMMITTEE SUBSTITUTE FOR
ORDINANCE NO. 990092
Authorizing the issuance of the City of Kansas City,
Missouri Taxable Industrial Development Revenue Bond (NationsBank, N.A.
Project), Series 1999, in the principal amount not to exceed $32,000,000.00 for
the purpose of providing funds to pay substantially all of the costs to
purchase, construct and improve a project for industrial development;
authorizing the execution of a bond trust indenture and a lease agreement in
connection with the issuance of the bonds; approving certain other documents
and authorizing the city to take certain other actions in connection with the
issuance of the bonds; amending Committee Substitute for Ordinance No. 981436,
by repealing Section 5 thereof and enacting in its place a new Section 5;
changing previous references to the principal amount and substituting a new
Exhibit B.
WHEREAS, the City of Kansas City,
Missouri, a constitutional charter city and municipal corporation of the State
of Missouri (the "City"), is authorized and empowered pursuant to the
provisions of Article VI, Section 27 of the Missouri Constitution, as amended,
and Sections 100.010 to 100.200, inclusive, of the Missouri Revised Statutes,
as amended (the "Act"), to purchase, construct, extend and improve
certain projects (as defined 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, (ii) loaning the proceeds of such bonds to
others to provide funds to pay the costs of such projects, and to pledge the
rents, revenues and receipts from such projects as security for the payment of
the principal of, premium, if any, and interest on such bonds, or (iii)
refunding revenue bonds previously issued by the City; and
WHEREAS, the Council of the City (the
Council) does now find and determine that it is desirable for the improvement
of the economic welfare and development of the City and its people, and that it
is within the authority and public purposes of the Act, that the City issue its
Taxable Industrial Development Revenue Bond (NationsBank, N.A. Project), Series
1999, in the principal amount not to exceed $32,000,000.00 (the
"Bond"), for the purpose of providing funds to pay substantially all
of the costs to purchase, construct, extend and improve a project for
industrial development, consisting of a commercial financial operations
facility to be located in the City (the "Project"); and
WHEREAS, the City initially will lease the
Project to NationsBank, N.A., a national banking association (the
"Company"), pursuant to the terms of the Lease Agreement dated as of
the date set forth therein, and the rental payments therefrom shall be applied
to pay the debt service on the Bond; and
WHEREAS, the Council further finds and
determines that it is necessary and desirable in connection with the issuance
of the Bond that the City take certain other actions and approve the execution
of certain other documents as herein provided; NOW, THEREFORE,
BE IT ORDAINED BY THE COUNCIL OF KANSAS
CITY:
Section 1. Authorization of the Bond and
the Bond Form. The City is hereby authorized to issue and sell its Taxable
Industrial Development Revenue Bond (NationsBank, N.A. Project), Series 1999 in
the principal amount not to exceed $32,000,000.00, for the purpose of paying
substantially all of the costs to purchase, construct, extend and improve the
Project. The Bond shall bear such
dates,
shall mature at such times and in the amounts, shall be in such denominations,
shall bear interest at such rates, shall be subject to redemption, shall have
such other terms and provisions, and shall be issued, executed and delivered in
such manner subject to such provisions, covenants and agreements, as are set
forth in the Indenture. The City hereby approves the Bond Form in
substantially the following form with such changes as shall be approved by the
Director of Finance:
FORM OF BOND
THIS
BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY STATE SECURITIES LAWS, AND THIS BOND MAY NOT BE TRANSFERRED EXCEPT IN
ACCORDANCE WITH SECTION 406 OF THE INDENTURE REFERRED TO HEREIN.
No.
R-1 Maximum
Principal $32,000,000
UNITED STATES OF AMERICA
STATE OF MISSOURI
CITY OF KANSAS CITY, MISSOURI
TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BOND
(NATIONSBANK, N.A. PROJECT),
SERIES 1999
MATURITY
DATE INTEREST RATE ISSUE
DATE
_____1,
20___ _______ % per annum January
___, 1999
THE
CITY OF KANSAS CITY, MISSOURI, a constitutional charter city and municipal
corporation existing under the Constitution and laws of the State of Missouri
(the "Issuer"), for value received, promises to pay, solely from the
source described below, to [PURCHASER] (together with its successors and
assigns, and transferees as permitted below, the "Purchaser"), on the
Maturity Date, Thirty Two Million Dollars (subject to prior optional or
mandatory redemption as described below) or so much of such amount as has been
advanced by the Purchaser and is outstanding and to pay, solely from such
source, to the Purchaser under the Indenture at the close of business on the
day 15 days before the relevant payment date, interest on principal amounts
advanced with respect to this Bond from the dates of such advances at the
Interest Rate specified above (computed on the basis of a 360-day year
consisting of twelve 30-day months) until payment of such principal amount.
Such interest is payable annually on February 1 in each year, beginning
February 1, 2000.
This
Bond is issued under and pursuant to the authority of and in full compliance
with the provisions, restrictions and limitations of the Constitution and laws
of the State of Missouri, including particularly Article VI, Section 27 of the
Missouri Constitution, as amended, and Sections 100.010 to 100.200, inclusive,
of the Missouri Revised Statutes, as amended, and pursuant to proceedings duly
had by the governing body of the Issuer.
The
principal of, interest on and redemption price of this Bond are payable solely
from revenues derived by the Issuer from the Lease Agreement dated as of
February 1, 1999 (the "Lease") between the Issuer and NationsBank,
N.A. (the "Company"), which Lease relates to a financial operations
facility in Kansas City, Missouri and which revenues have been pledged and
assigned by the Issuer to First Security Bank, N.A., Salt Lake City, Utah (the
"Trustee") under the Bond Trust Indenture dated as of February 1, 1999
(together with any amendments and supplements, the "Indenture") among
the Issuer, the Purchaser and the Trustee.
Reference
is made to the Indenture, the Lease, and the Purchase Agreement (as defined in
the Indenture) for the provisions, among others, with respect to the custody
and application of the proceeds of the sale of this Bond, the collection and
disposition of income and other revenues, restrictions on transfer of this
Bond, a description of the account charged with and pledged to the payment of
the principal of, interest on and redemption price of this Bond, the nature
and extent of the security, the terms and conditions under which this Bond is
issued and amounts are to be advanced with respect to this Bond by the
Purchaser, and the rights, duties and obligations of the Issuer, the Company,
the Purchaser and the Trustee. By accepting this Bond, the holder accepts and
undertakes to perform all of the obligations of the Purchaser.
The
Bond and the interest thereon are special obligations of the Issuer payable
solely out of the rents, revenues and receipts derived by the Issuer from the
Project and not from any other fund or source of the Issuer, and are secured by
a pledge and assignment of such rents, venues and receipts, all as provided in
the Indenture. The Bond and the interest thereon shall not constitute general
obligations of the Issuer or the State of Missouri, and neither the Issuer nor
said State shall be liable thereon, and the Bond shall not constitute an
indebtedness within the meaning of any constitutional or statutory debt
limitation or restriction and are not payable in any manner by taxation.
Pursuant to the provisions of the Lease, payments of basic rent sufficient for
the prompt payment when due of the principal of, premium, if any, and interest
on the Bond are to be paid by the Company directly to the Trustee for the
account of the Issuer and deposited in a special account created by the
Indenture and designated the "NationsBank, N.A. Bond Fund Account".
This
Bond may be called for redemption, as provided in the Indenture, at the option
of the Company, as a whole or in part on any date selected by the Company, at a
redemption price equal to the principal amount to be redeemed plus interest
accrued on such principal amount to the redemption date.
If
a Default (as defined in the Indenture) occurs, the Purchaser may cause the
then unpaid principal amount of this Bond and all accrued interest to be
immediately due and payable as provided in the Indenture. Neither the Issuer
nor the Trustee has any responsibility to act on behalf of the Purchaser with
respect to any Default.
The
Purchaser is authorized to endorse on the schedule attached to this Bond the
date and amount of each advance by the Purchaser pursuant to Section 404 of the
Indenture and each principal payment on and redemption in part of this Bond and
the resulting principal amount. Failure to make any such endorsement or any
error in such endorsement will not affect the rights or obligations of the
Issuer or the Purchaser.
This
Bond maybe transferred in whole but not in part. Upon any such transfer, the
transferee will give notice of the transfer and of the transferee's address for
notices and for payment of principal of and interest on this Bond to the
Issuer, the Company and the Trustee in the manner provided in the Indenture.
The
validity, construction and performance of this Bond are governed by the law of
Missouri applicable to agreements made and to be performed in Missouri.
This
Bond is transferable subject to the provisions on the face of this Bond, as
provided in the Indenture, only upon the registration books of the Issuer kept
for that purpose at the above mentioned office of the Trustee by the registered
owner hereof in person or by his duly authorized attorney, upon (i) surrender
of this Bond together with a written instrument of transfer satisfactory to the
Trustee duly executed by the registered owner or his duly authorized attorney,
and (ii) delivery by the transferee of a fully executed investment certificate
in the form attached to the Indenture as Exhibit "B"; and thereupon a
new Bond, and in the same aggregate principal amount, shall be issued to the
transferee in exchange herefor as provided in the Indenture, and upon payment
of the charges therein prescribed. The Issuer and the Trustee may deem and
treat the person in whose name this Bond is registered as the absolute owner
hereof for the purpose of receiving payment of, or on account of, the principal
or redemption price hereof and interest due hereon and for all other purposes.
This
Bond shall not be valid or become obligatory for any purpose or be entitled to
any security or benefit under the Indenture until the Certificate of
Authentication hereon shall have been executed by the Trustee.
IT
IS HEREBY CERTIFIED AND DECLARED that all acts, conditions and things required
to exist, happen and be performed precedent to and in the execution and
delivery of the Indenture and the issuance of this Bond do exist, have happened
and have been performed in due time, form and manner as required by law.
IN
WITNESS WHEREOF, the City of Kansas City, Missouri, has caused this Bond to be
executed in its name by the manual or facsimile signature of its Mayor and
attested by the manual or facsimile signature of its City Clerk and its
corporate seal to be affixed hereto or imprinted hereon.
CITY OF KANSAS
CITY, MISSOURI
(Seal) By:
_________________________________
Mayor
ATTEST:
By:_____________________
City
Clerk
COUNTERSIGNED:
By:
_________________________________
Director
of Finance
(FORM OF ASSIGNMENT)
(NOTE RESTRICTIONS ON TRANSFER)
FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
_____________________________________________________________________________
Print
or Type Name, Address and Social Security Number or other Taxpayer
Identification Number of Transferee
the
within Bond and all rights thereunder, and hereby authorizes the transfer of
the within Bond on the books kept by the Trustee for the registration and
transfer of Bonds.
Dated:__________________
_____________________________________
NOTICE:
The signature to this assignment must correspond with the name as it appears
upon the face of the within Bond in every particular.
Signature
Guaranteed By:
[Seal] _______________________________________
(Name
of Eligible Guarantor Institution)
By:____________________________________
Title:___________________________________
TABLE OF OUTSTANDING PRINCIPAL AMOUNT
Resulting
Amount
of Amount of Payment or Principal Notation
Date Advance Principal Redemption Amount Made
By
Section 2. Special Obligations. The Bond
and the interest thereon shall be special obligations of the City payable
solely out of the rents, revenues and receipts derived by the City from the
Project and not from any other fund or source of the City, including the rents
payable under the Lease, and such rents, revenues and receipts shall be pledged
and assigned to the Trustee as security for the payment of the Bond as provided
in the Indenture. The Bond and the interest thereon shall not constitute
general obligations of the City or the State of Missouri, and neither said City
nor said State shall be liable thereon, and the Bond shall not constitute an
indebtedness within the meaning of any constitutional or statutory debt
limitation or restriction and are not payable in any manner by taxation.
Section 3. Authorization of Indenture.
The City is hereby authorized to enter into the Bond Trust Indenture, dated as
of the date set forth therein (the "Indenture"), between the City,
the purchaser of the Bond and First Security Bank, N.A., Salt Lake City, Utah
(the "Trustee"), pursuant to which the Bond will be issued and
secured in substantially the form on file with the Director of Finance, under
which the Bond shall be issued and the City shall pledge and assign the rents,
revenues and receipts derived from the Project to the Trustee for the benefit
and security of the holders of the Bond upon the terms and conditions as set
forth in said form of Indenture, submitted to and reviewed by the City Council
of the City on the date hereof, with such changes therein as shall be approved
by the officers of the City executing the Indenture, such officers' signatures
thereon being conclusive evidence of their approval thereof.
Section 4. Authorization of Lease. The
Director of Finance is hereby authorized to enter into the Lease Agreement,
dated as of the date set forth therein (the "Lease"), between the
City and the Company under which the City will cause the proceeds of the Bond
to be applied to finance the purchase, construction, extension and improvement
of the Project in substantially the form on file with the Director of Finance,
under which the City shall lease the Project to the Company and grants the
Company an option to purchase the Project, all upon the terms and conditions as
set forth in said form of Lease, submitted to and reviewed by the City Council
of the City on the date hereof, with such changes therein as shall be approved
by the officers of the City executing the Lease, such officers' signatures
thereon being conclusive evidence of their approval thereof.
Section 5. Creation of Bond Fund.
The City is hereby authorized to establish with the Trustee pursuant to the
Indenture, a special trust fund in the name of the City to be designated the
"NationsBank, N.A. Bond Fund Account," and the City shall cause all
sums required by the Indenture to be deposited therein and shall create all
accounts therein required by the Indenture.
Section 6. Approval of Preliminary
Placement Memorandum and Placement Memorandum. The form and content of the
Preliminary Placement Memorandum, and the use and distribution thereof in
connection with the public sale of the Bond is hereby ratified and confirmed.
The Director of Finance is hereby directed to review the information contained
in the definitive Placement Memorandum and is further authorized and directed
to execute and deliver the City's approval of the Placement Memorandum in such
form as she shall finally approve. The use and distribution of the Placement
Memorandum are hereby authorized and approved.
Section 7. Execution of Bond, Obligation
and Documents. The Mayor of the City is hereby authorized and directed to
execute the Bond and to deliver the Bond to the Trustee for authentication for
and on behalf of and as the act and deed of the City in the manner provided in
the Indenture. The Mayor or the Director of Finance is hereby authorized and
directed to execute and deliver the Indenture and the Lease, and such other
documents, certificates and instruments as may be necessary or desirable to
carry out and comply with the intent of this Ordinance for and on behalf of and
as the act and deed of the City. The City Clerk of the City is hereby
authorized and directed to attest to the Bond, the Indenture, the Lease, and to
such other documents, certificates and instruments as may be necessary or
desirable to carry out and comply with the intent of this Ordinance.
Section 8. Further Authority. The City
shall, and the officers, agents and employees of the City are hereby authorized
and directed to, take such further action, and execute such other documents,
certificates and instruments as may be necessary or desirable to carry out and
comply with the intent of this Ordinance, to carry out the purchase and
construction of the Project, and to carry out, comply with and perform the
duties of the City with respect to the Bond, the Indenture and the Lease. The
Director of Finance is authorized and directed to insert all provisions
required for compliance with City Chapter 100 Policy approved in Committee
Substitute for Resolution No. 980929.
Section 9. That Committee Substitute for
Ordinance No. 981436 is amended by repealing Section 5 and enacting in its
place a new Section 5 to read as follows:
Section 5. The
Council hereby approves the plan for an industrial development project as
described on Exhibit B attached hereto (City Project No. 98-001) and determines
and declares the intent of the City to finance the costs of the Project out of
the proceeds of the industrial development revenue bonds of the City to be
issued pursuant to the Act in a principal amount not to exceed $32,000,000.00.
Section 10. That all references in
Committee Substitute for Ordinance No. 981436 to the principal amount of
$26,000,000.00 are hereby deleted and the amount of $32,000,000.00 inserted in
their places.
Section 11. That Exhibit B to Committee
Substitute for Ordinance No. 981436 is deleted and a new Exhibit B, attached to
this ordinance, is substituted in its place.
Section 12. Effective Date. This
Ordinance shall take effect and be in full force ten days after its adoption by
the City Council of the City.
______________________________________________
Approved
as to form and legality:
_______________________________
Assistant
City Attorney