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Legislation #: 140134 Introduction Date: 2/20/2014
Type: Ordinance Effective Date: none
Sponsor: None
Title: Approving the issuance by the City of Kansas City Missouri of its special obligation bonds in three series (collectively, the “Bonds”), one to finance the Downtown Streetcar Project in the aggregate principal amount not to exceed $71,500,000.00, one to finance certain City projects including capital improvements required under the Americans with Disabilities Act, traffic signals and an enterprise permitting system in the aggregate principal amount not to exceed $17,500,000.00 and one to refund a portion of bonds issued by The Industrial Development Authority of the City of Kansas City, Missouri to finance the Kansas City Downtown Redevelopment District in the aggregate principal amount not to exceed $35,500,000.00; approving and authorizing certain documents and actions relating to the issuance of the Bonds; establishing the 2014B Special Obligation Bond Fund; approving an enterprise permitting system contract with Tyler Technologies, Inc. in the amount of $5,831,239.00; estimating and appropriating revenues in the amount of $12,000,000.00 in Fund No. 3333, the 2014B Special Obligation Bond Fund; designating requisitioning authority and authorizing the Director of Finance to close project accounts; declaring the City’s intent to reimburse itself from bond proceeds; and recognizing an emergency.

Legislation History
DateMinutesDescription
2/19/2014 Filed by the Clerk's office
2/20/2014 Referred to Finance, Governance & Ethics Committee
2/26/2014 Advance and Do Pass as a Committee Substitute, Debate
2/27/2014 Passed as Substituted

View Attachments
FileTypeSizeDescription
140134 Certificate of Final Terms.pdf Other 271K 140134 Certificate of Final Terms
140134.pdf Authenticated 915K Authenticated
SO 2014A Admin Approp 2-25-14.pdf Other 14K Revised SO 2014 Admin & Approp
SO 2014A Admin Approp 2-25-14.pdf Other 11K SO 2014 Admin & Approp
SO 2014A Admin Approp .pdf Other 14K SO Admin & Approp
Revised SO 2014 Fact Sheet 2-25-14.pdf Fact Sheet 112K Revised 140134 Fact Sheet
Revised SO 2014 Fiscal Note 2-24-14.pdf Fiscal Note 15K Revised 140134 Fiscal Note
Ordinance 140134 - Series 2014 Special Obligation Bonds.pptx Other 76K SO 2014 Power Point
EV1788- Tyler Technologies- FINAL 022514.pdf Contracts 2204K EV178- Enterprise Permitting System- Final Contract 022514
Revised SO 2014 Fact Sheet 2-20-14.pdf Fact Sheet 111K Revised SO 2014 Fact Sheet 2-20-14
140134 Fiscal Note.pdf Fiscal Note 168K Fiscal Note

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COMMITTEE SUBSTITUTE FOR ORDINANCE NO. 140134

 

Approving the issuance by the City of Kansas City Missouri of its special obligation bonds in three series (collectively, the “Bonds”), one to finance the Downtown Streetcar Project in the aggregate principal amount not to exceed $71,500,000.00, one to finance certain City projects including capital improvements required under the Americans with Disabilities Act, traffic signals and an enterprise permitting system in the aggregate principal amount not to exceed $17,500,000.00 and one to refund a portion of bonds issued by The Industrial Development Authority of the City of Kansas City, Missouri to finance the Kansas City Downtown Redevelopment District in the aggregate principal amount not to exceed $35,500,000.00; approving and authorizing certain documents and actions relating to the issuance of the Bonds; establishing the 2014B Special Obligation Bond Fund; approving an enterprise permitting system contract with Tyler Technologies, Inc. in the amount of $5,831,239.00; estimating and appropriating revenues in the amount of $12,000,000.00 in Fund No. 3333, the 2014B Special Obligation Bond Fund; designating requisitioning authority and authorizing the Director of Finance to close project accounts; declaring the City’s intent to reimburse itself from bond proceeds; and recognizing an emergency.

WHEREAS, the City of Kansas City, Missouri (the “City”) is authorized under its charter to issue its notes, bonds or other obligations in evidence thereof; and

 

WHEREAS, the City proposes to issue its Special Obligation Bonds (Downtown Streetcar Project), which shall be designated the Series 2014A Bonds or such other series designation as the Director of Finance shall determine (the “Series 2014A Bonds”), to provide funds: (a) to acquire and construct a downtown streetcar system (the “Downtown Streetcar System”) within the Kansas City Downtown Streetcar Transportation Development District (the “District”) within the corporate limits of the City (the “Downtown Streetcar Project”), (b) to fund a debt service reserve fund for the Series 2014A Bonds and (c) to pay certain costs related to the issuance of the Series 2014A Bonds; and

WHEREAS, on January 19, 2012, the governing body of the City adopted Resolution 120043 of the City, calling for the joint establishment of one or more Transportation Development Districts with the Port Authority of Kansas City, Missouri, for the purpose of implementing and funding the design, engineering, construction and operation of a downtown streetcar; and

WHEREAS, the City, as co-petitioner with the Port Authority of Kansas City, Missouri, caused an Amended Petition for the Formation of a Transportation Development District (the “Petition”) to be filed with the Circuit Court of Jackson County, Missouri, to authorize the formation of the District for the Downtown Streetcar System and submitted to the voters the questions of whether the District should be established and whether special assessments and a sales tax should be levied for the Downtown Streetcar System, all in the manner required by the Missouri Transportation Development District Act, Sections 238.200 through 238.275, RSMo. (the “TDD Act”); and

WHEREAS, the City, the District and the Kansas City Streetcar Authority, Inc. (the “Authority”) have entered into a Streetcar Design, Construction, Management and Operations Agreement, as amended and restated (the “Cooperation Agreement”), pursuant to which the City, the District and the Authority establish the roles and responsibilities of the parties in connection with the design, construction, management and operation of the Downtown Streetcar System and the City agrees to deposit certain sums (the “City’s Annual Contribution”) into the Phase 1 Fund established under the Cooperation Agreement; and

WHEREAS, pursuant to the Cooperation Agreement, the District has agreed to make monthly deposits of sales tax revenues and receipts from special assessments with the City for deposit into the Phase 1 Fund, and the City has agreed to use such funds for purposes of the Downtown Streetcar System as more fully set forth therein, including but not limited to paying debt service on the Series 2014A Bonds; and

WHEREAS, the City proposes to issue its Special Obligation Bonds (Kansas City, Missouri, Projects), which shall be designated the Series 2014B Bonds or such other series designation as the Director of Finance shall determine (the “Series 2014B Bonds”), to provide funds: (a) to finance certain capital improvements required under the Americans with Disabilities Act (the “ADA Project”), (b) to finance installation of traffic signals (the “Traffic Signals Project”), (c) to finance the costs of an enterprise permitting system (the “Enterprise Permitting System Project”) and (d) to pay certain costs related to the issuance of the Series 2014B Bonds; and

WHEREAS, the City proposes to issue its Special Obligation Refunding Bonds (Kansas City Downtown Redevelopment District), which shall be designated the Series 2014C Bonds or such other series designation as the Director of Finance shall determine (the “Series 2014C Bonds”), to provide funds: (a) to refund a portion of certain bonds issued by The Industrial Development Authority of the City of Kansas City, Missouri (the “IDA”) to finance costs of the Kansas City Downtown Redevelopment District, including a portion of the IDA’s Tax-Exempt Revenue Bonds (Kansas City Downtown Redevelopment District), Series 2005A (the “Series 2005A Bonds”), which were converted to a fixed rate of interest on June 6, 2007, and a portion of the IDA’s Tax-Exempt Refunding Revenue Bonds, Series 2011A (the “Series 2011A Bonds”), which refunded, as fixed rate bonds, the IDA’s Variable Rate Demand Tax-Exempt Revenue Bonds, Series 2005B, Series 2006A and Series 2006B (the Series 2005A Bonds and the Series 2011A Bonds are referred to collectively herein as the “Downtown Redevelopment District Bonds”) and (b) to pay certain costs related to the issuance of the Series 2014C Bonds; and

WHEREAS, the Series 2014A Bonds, Series 2014B Bonds and Series 2014C Bonds are referred to collectively herein as the “Bonds;” and

WHEREAS, the Bonds shall be issued pursuant to a Trust Indenture (the “Indenture”), by and between the City and UMB Bank, N.A., as Trustee (the “Trustee”); 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/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 the financing of the Downtown Streetcar Project, ADA Project, Enterprise Permitting System Project and Traffic Signals Project and the refunding of a portion of Downtown Redevelopment District Bonds as described above will benefit the citizens of the City; and

WHEREAS, it is expected that each series of the Bonds will be issued as tax-exempt bonds, however, each such series may be issued as taxable bonds in whole or in part if the Director of Finance determines that such issuance would be in the best interests 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 Agreement and Certificates of Final Terms. The City hereby authorizes the issuance of its Series 2014A Bonds in the aggregate principal amount not to exceed $71,500,000.00, for the purpose of providing funds for the following: (a) to finance the Downtown Streetcar Project, (b) to fund a debt service reserve fund for the Series 2014A Bonds and (c) to pay certain costs of issuance of the Series 2014A Bonds. The City hereby authorizes the issuance of its Series 2014B Bonds in the aggregate principal amount not to exceed $17,500,000.00, for the purpose of providing funds for the following: (a) to finance the ADA Project, (b) to finance the Enterprise Permitting System Project, (c) to finance the Traffic Signals Project and (d) to pay certain costs of issuance of the Series 2014B Bonds. The City hereby authorizes the issuance of its Series 2014C Bonds in the aggregate principal amount not to exceed $35,500,000.00, for the purpose of providing funds for the following: (a) to refund a portion of the Downtown Redevelopment District Bonds and (b) to pay certain costs of issuance of the Series 2014C Bonds. Each series of the Bonds shall be dated the date set forth in the Indenture and applicable form of Bond. The Series 2014A Bonds shall bear interest at rates initially not to exceed a true interest cost of 5.60%, the Series 2014B Bonds shall bear interest at rates initially not to exceed a true interest cost of 4.75% and the Series 2014C Bonds shall bear interest at rates initially not to exceed a true interest cost of 6.00%; provided that if any series of Bonds is issued as taxable Bonds, such taxable Bonds shall bear interest at rates initially not to exceed a true interest cost of 7.50%. Each series of the Bonds shall have such other terms and provisions as shall be provided in the Indenture 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 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 series 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 Certificate of Final Terms for the Series 2014A Bonds will be attached to this Ordinance as Exhibit A-1, the Certificate of Final Terms for the Series 2014B Bonds will be attached to this Ordinance as Exhibit A-2 and the Certificate of Final Terms for the Series 2014C Bonds will be attached to this Ordinance as Exhibit A-3, 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 Indenture) and moneys in the Funds and Accounts held by the Trustee under the Indenture (other than the Rebate Fund), and shall be secured by a transfer, pledge and assignment of and a grant of a security interest in the Trust Estate to the Trustee and in favor of the owners of the applicable Bonds. Each series of the 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 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)                Indenture.

(b)               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 each series of the Bonds issued as tax-exempt Bonds, to establish and maintain the exclusion of interest on such 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.

(c)                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.

(d)               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 the 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.

(e)                Escrow Agreement with UMB Bank, N.A., relating to the refunding of a portion of the Downtown Redevelopment District Bonds.

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 Indenture and issuance of the 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. Official Statement. The City hereby delegates authority to the Director of Finance to prepare, approve and deem final any Preliminary Official Statement and any final Official Statement, 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 6. 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 Gilmore & Bell, P.C. and Martinez, Madrigal & Machicao, LLC to act as Co-Disclosure Counsel in connection with the issuance of the Bonds.

(b)               The City approves the selection of Oppenheimer & Company, Inc., George K. Baum & Company, Stifel, Nicolaus & Company, Inc. and Valdés & Moreno, Inc. to act as Underwriters in connection with the issuance of the Bonds.

Section 7. Establishment of Fund No. 3333. Fund No. 3333, the 2014B Special Obligation Bond Fund, is hereby established in the records of the City of Kansas City, Missouri.

Section 8. Enterprise Permitting System Contract. The Director of General Services is authorized to execute, on behalf of the City, a contract with Tyler Technologies, Inc. in the amount of $5,831,239.00 for the purchase and implementation of a new enterprise permitting system.

Section 9. Expenditure for Enterprise Permitting System Contract. The Director of General Services is hereby authorized to expend an amount not to exceed $7,000,000.00 from account number AL-3333-077750-B to satisfy the cost of the enterprise permitting system contract, project contingency, and project management.

Section 10. Estimation of Revenue. The revenue in the following account of the Fund No. 3333, the 2014B Special Obligation Bond Fund, is hereby estimated in the following amount:

AL-3333-120000-590000 Proceeds from Sale of Bonds $12,000,000.00

Section 11. Appropriation. The sum of $12,000,000.00 is hereby appropriated from the Unappropriated Fund Balance of Fund No. 3333, the 2014B Special Obligation Bond Fund, to the following account:

AL-3333-078027-B ADA Project $ 5,000,000.00

AL-3333-077750-B Enterprise Permitting System Project 7,000,000.00

TOTAL $12,000,000.00

Section 12. Requisitioning Authority. The Director of the General Services Department is hereby designated as the requisitioning authority for Account Nos. AL-3333-078027-B and AL-3333-077750-B.

Section 13. Closing Project Accounts. The Director of Finance is hereby authorized to close project accounts upon applicable project completion and return the unspent portion of the appropriation to the Fund Balance from which it came.

Section 14. Declaration of Intent. The City anticipates issuing the Series 2014B Bonds for the purpose of financing the ADA Project, the Traffic Signals Project and the Enterprise Permitting System Project and hereby declares its official intent to reimburse itself for certain expenditures made within sixty (60) days prior to or on and after the date of this Ordinance with respect to the ADA Project, the Traffic Signals Project and the Enterprise Permitting System with the proceeds of bonds expected to be issued by the City. The maximum principal amount of bonds expected to be issued for the ADA Project, the Traffic Signals Project and the Enterprise Permitting System is not to exceed $17,500,000.00. This constitutes a declaration of official intent under Treasury Regulation Section 1.150-2.

Section 15. 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 16. Emergency. That this ordinance is recognized as an emergency measure within the provisions of Section 503 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 2014A 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 (Downtown Streetcar Project) Series 2014A (the “Series 2014A Bonds”), certifies pursuant to Section 1 of Ordinance No. ______ of the City (the “Ordinance”), as follows:

 

1. Original Principal Amount. The Series 2014A Bonds are issued in the original principal amount of $_________.

 

2. Maturity Schedule. The Series 2014A 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, 2014 (the “Indenture”) by and between the City and UMB Bank, N.A., as Trustee, and as summarized on Schedule __ to this Certificate.

 

3. True Interest Cost: The true interest cost of the Series 2014A Bonds is ______%, as shown on Schedule __ to this Certificate.

 

4. Purchase Price. The purchase price of the Series 2014A Bonds is $______, representing $_________ principal amount, plus net original issue premium of $______, less Underwriters’ discount of $______.

 

5. Optional Redemption. The Series 2014A 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 _____, 2014.

 

CITY OF KANSAS CITY, MISSOURI

 

 

 

By: _____________________________

Randall J. Landes

Director of Finance


EXHIBIT A-2
CERTIFICATE OF FINAL TERMS
SERIES 2014B 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 2014B (the “Series 2014B Bonds”), certifies pursuant to Section 1 of Ordinance No. ______ of the City (the “Ordinance”), as follows:

 

1. Original Principal Amount. The Series 2014B Bonds are issued in the original principal amount of $_________.

 

2. Maturity Schedule. The Series 2014B 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, 2014 (the “Indenture”) by and between the City and UMB Bank, N.A., as Trustee, and as summarized on Schedule __ to this Certificate.

 

3. True Interest Cost: The true interest cost of the Series 2014B Bonds is ______%, as shown on Schedule __ to this Certificate.

 

4. Purchase Price. The purchase price of the Series 2014B Bonds is $______, representing $_________ principal amount, plus net original issue premium of $______, less Underwriters’ discount of $______.

 

5. Optional Redemption. The Series 2014B 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 _____, 2014.

 

CITY OF KANSAS CITY, MISSOURI

 

 

 

By: _____________________________

Randall J. Landes

Director of Finance


EXHIBIT A-3
CERTIFICATE OF FINAL TERMS
SERIES 2014C 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 Downtown Redevelopment District) Series 2014C (the “Series 2014C Bonds”), certifies pursuant to Section 1 of Ordinance No. ______ of the City (the “Ordinance”), as follows:

 

1. Original Principal Amount. The Series 2014C Bonds are issued in the original principal amount of $_________.

 

2. Maturity Schedule. The Series 2014C 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, 2014 (the “Indenture”) by and between the City and UMB Bank, N.A., as Trustee, and as summarized on Schedule __ to this Certificate.

 

3. True Interest Cost: The true interest cost of the Series 2014C Bonds is ______%, as shown on Schedule __ to this Certificate.

 

4. Purchase Price. The purchase price of the Series 2014C Bonds is $______, representing $_________ principal amount, plus net original issue premium of $______, less Underwriters’ discount of $______.

 

5. Optional Redemption. The Series 2014C 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 _____, 2014.

 

CITY OF KANSAS CITY, MISSOURI

 

 

 

By: _____________________________

Randall J. Landes

Director of Finance