ORDINANCE NO. 060483
Approving the issuance of Tax-Exempt
Revenue Bonds (Kansas City Downtown Arena Project) Series 2006E by The
Industrial Development Authority of the City of Kansas City, Missouri, in an
aggregate principal amount not to exceed $30,000,000.00, as variable interest
rate demand bonds and/or fixed interest rate bonds in one or more series, to
provide funds to finance a portion of the costs of constructing and equipping of a downtown arena; and authorizing
and approving certain documents and actions in connection with the issuance of
such bonds.
WHEREAS, the Industrial Development Authority of the
City of Kansas City, Missouri (the Issuer) has
previously issued at the request of the City its $184,435,000.00 principal amount
of Variable Rate Demand Tax-Exempt Revenue Bonds (Kansas City Downtown Arena
Project), Series 2005C (the Series 2005C Bonds) for the purpose of providing
funds to (i) pay a portion of the land costs and site preparation of the
downtown arena) and (ii) pay the bond insurance premium and certain costs of
issuance of the Series 2005C Bonds; and $18,765,000.00 principal amount
of Variable Rate Demand Taxable Revenue Bonds (Kansas City Downtown Arena
Project) Series 2005D (the Series 2005D Bonds) for the purpose of
providing funds to (i) pay a portion of the costs of the acquisition,
construction and equipping of the downtown arena and (ii) pay the bond
insurance premium and certain costs of issuance of the Series 2005D Bonds; and
WHEREAS, the City has requested the
Issuer to issue its Tax-Exempt Revenue Bonds (Kansas City Downtown Arena
Project), Series 2006E in the principal amount not to exceed $30,000,000.00
(the Series 2006 Bonds) as variable interest rate demand bonds and/or fixed
interest rate bonds in one or more series, for the purpose of providing funds
to pay the costs of (a) acquisition, construction and
equipping of the downtown arena (the Project), as defined and more
fully described in the Indenture and (b) paying costs related to the issuance
of the Series 2006 Bonds, including fees associated with the provision of the
bond insurance policy and the liquidity facility; and
WHEREAS, in order to set forth the
terms of their respective rights, duties and obligations, the City intends to
enter into a First Supplemental Financing Agreement among the City, the Issuer
and the Trustee, with respect to the Series 2006E Bonds (the First
Supplemental Financing Agreement) which set forth their roles and
responsibilities in connection with the payment of debt service on the Series
2006 Bonds; and
WHEREAS, concurrently
with the execution and delivery of the Series 2006 Bonds, (a) Ambac Assurance
Corporation (the Bond Insurer) will issue and deliver to the Trustee its
financial guaranty insurance policy (the Bond Insurance Policy) insuring the
payment when due of the principal of and interest on the Series 2006 Bonds, and
(b) the Liquidity Facility Provider, as identified in the Indenture, will
provide and deliver to the Trustee its liquidity facility (the Liquidity
Facility), providing for payment of the purchase price of the Series 2006
Bonds tendered for purchase, under a Standby Bond Purchase Agreement dated as
of the date of the Series 2006 Bonds (the Standby Bond Purchase Agreement),
among the Issuer, the City and the Liquidity Facility Provider; and
WHEREAS, the City finds and determines
that in order to finance a portion of the costs of the acquisition, construction and equipping of the downtown arena it
is necessary and desirable to approve the issuance by the Issuer of the Series
2006 Bonds; and
WHEREAS, the City further finds and
determines that it is necessary and desirable in connection with the issuance
of the Series 2006 Bonds that the City execute and deliver certain documents
and that the City take certain other actions as herein provided; NOW THEREFORE,
BE IT ORDAINED BY THE COUNCIL OF KANSAS CITY:
Section 1. Approval. The City hereby
approves the issuance of the Series 2006 Bonds by the Issuer in order to
finance a portion of the costs of the acquisition,
construction and equipping of the downtown arena. The City hereby finds
and determines that the Series 2006 Bonds are being issued by the Issuer for a
valid purpose under and in accordance with provisions of Chapter 349 of the
Revised Statutes of Missouri, as amended.
Section 2. Authorization and Approval
of Documents. The following documents are hereby approved in substantially the
form presented to the City at this meeting (copies of which documents shall be
filed in the records of the City), and the City is hereby authorized to execute
and deliver each of such documents (the City Documents) with such changes
therein as shall be approved by the officers of the City executing such
documents, such officers signatures thereon being conclusive evidence of their
approval and the Citys approval thereof:
(a) First
Supplemental Financing Agreement dated as of the date set forth therein (the
Financing Agreement) among the Issuer, the City, and the Trustee, with
respect to the Series 2006 Bonds;
(b) Bond Purchase
Agreement dated as of the date of pricing of the Series 2006 Bonds, among the
Issuer, the City and Oppenheimer & Co., Inc., on behalf of itself and the
additional purchasers named therein;
(c) A Tax Compliance
Agreement dated as of the date set forth therein (the Tax Agreement), by and
among the Issuer, the City and the Trustee pursuant to which each party thereto
shall covenant to comply with federal tax law as it relates to the Series 2006
Bonds to preserve the tax exempt status of the Series 2006 Bonds;
(d) A Standby Bond
Purchase Agreement dated as of the date set forth therein, among the Issuer,
the City and the Liquidity Facility Provider, as defined in the Indenture
pursuant to which the certain tendered bonds shall be purchased by the
Liquidity Facility Provider subject to the terms set forth therein;
(e) A
Remarketing Agreement dated the date set forth therein (the Remarketing
Agreement) among the Issuer, the City and Oppenheimer & Co. Inc. (the
Remarketing Agent), pursuant to which the Series 2006 Bonds shall be
remarketed by the Remarketing Agent subject to the terms set forth therein and
in this Resolution;
Section 3. Annual Appropriation. The
Citys Director of Finance or other officer of the City at any time charged
with the responsibility of formulating budget proposal shall include in the
budget proposals submitted to the City Council, in each Fiscal Year in which
the Series 2006 Bonds shall be in effect, an appropriation for all payments
required under the Series 2006 Bonds for the ensuing Fiscal Year; it being the
intention of the City that the decisions to appropriate or not to appropriate
to pay the Series 2006 Bonds shall be made solely by the City Council and not by
any other official of the City. The City intends to appropriate funds to make
debt service payments on the Series 2006 Bonds in accordance with the Indenture
from all legally available revenue sources, including, but not limited to, the
User Fee Revenues, but solely for the benefit of the holders of the Series
2005B Bonds. The City reasonably believes that legally available funds in an
amount sufficient to make all debt service payments during each Fiscal Year can
be obtained. The City further intends to do all things lawfully within its
power to obtain and maintain funds from all legally available revenue sources
from which the debt service payments may be made, including making provision
for such debt service payments to the extent necessary in each proposed annual
budget submitted for approval in accordance with applicable procedures of the
City. The Citys Director of Finance is directed to do all things lawfully
within his/her power to obtain and maintain funds from all legally available
revenue sources from which the debt service payments may be paid, including
making provision for such debt service payments to the extent necessary in each
proposed annual budget submitted for approval or by supplemental appropriation
in accordance with applicable procedures of the City. Notwithstanding the
foregoing, the decision to budget and appropriate funds is to be made in
accordance with the Citys normal procedures for such decisions.
Section 4. Execution of City
Documents. The Mayor, the City Manager, Director of City Development or
Director of Finance is hereby authorized and directed to execute and deliver
the City Documents for and on behalf of and as the act and deed of the City.
The City Clerk or Deputy City Clerk is hereby authorized and directed to attest
to the Series 2006 Bonds by manual or facsimile signature, to the City
Documents 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. The Mayor, the City Manager, the Director of City Development or
Director of Finance is hereby authorized to deem final the information
concerning the City contained in any Preliminary Official Statement to be
prepared with respect to the Series 2006 Bonds for purposes of SEC Rule
15c2-12, as amended.
Section 5. Bond Insurance and
Liquidity Facility. The Mayor, the City Manager, the Director of City
Development or Director of Finance is hereby authorized to negotiate and
approve the terms of any agreement for bond insurance with the Bond Insurer and
any agreement with the Liquidity Provider (including, but not limited to the
Standby Bond Purchase Agreement) to provide liquidity with respect to the
Series 2006 Bonds while the Series 2006 Bonds are Floating Rate Bonds (as
defined in the Indenture), and with the advice of the Assistant City Attorney
as to the form thereof, is hereby authorized and directed to execute such
agreements.
Section 6. Reimbursement of Expenditures. The City has made certain expenditures in connection
with the purchase, construction and equipping of the Project, and expects to
make additional similar expenditures after the date of this Ordinance and
before the issuance of the Bonds, and the City desires and intends to reimburse
itself from proceeds of the Bonds for such expenditures made not earlier than
60 days before the date of this Ordinance in the maximum principal amount of
$30,000,000.00.
Section 7. 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, including, without
limitation, any credit enhancement or security documents, or closing
certificates, as may be necessary or desirable to carry out and comply with the
intent of this Ordinance, and to carry out, comply with and perform the duties
of the City with respect to the Series 2006 Bonds and the City Documents.
Section 8. Governing
Law. This Ordinance shall be governed exclusively by and construed in
accordance with the applicable laws of the State of Missouri.
Section 9. Effective
Date. This Ordinance shall take effect and be in full force and effect ten days
after its passage.
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Approved as to
form and legality:
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Heather
A. Brown
Assistant City Attorney