ORDINANCE NO. 090483
Approving the issuance by the
City of Kansas City, Missouri, of its Special Obligation Bonds to finance a
portion of the costs relating to the Performing Arts Center parking garage; and
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 has entered into a Cooperative Agreement for Design and Construction,
dated as of June 12, 2008 (as amended, the Cooperative Agreement), with the
Performing Arts Community Improvement District, a political subdivision of the
State of Missouri (the CID), Kauffman Center for the Performing Arts
(formerly known as The Metropolitan Kansas City Performing Arts Center), a
Missouri nonprofit corporation (the KCPA), and PAC Holdings, Inc., a Missouri
nonprofit corporation (PAC), for the purpose of setting forth each parties
respective obligations with respect to the construction, operation and
maintenance of a parking garage, including a green space/park area on the roof
(the Parking Garage) adjacent to the Kauffman Center for the Performing Arts
(the Performing Arts Center); and
WHEREAS,
pursuant to the Cooperative Agreement, the City has agreed to acquire and own
the Garage, including the north wall of the Parking Garage (the North Wall)
and the tunnel from the Parking Garage to the Performing Arts Center (the
Tunnel, together with the Parking Garage and the North Wall, the PAC Garage
Project); and
WHEREAS, the
City proposes to issue its Series 2009E Bonds (or such other series designation
as the Director of Finance shall determine) (the Bonds) pursuant to a Trust
Indenture (the Indenture) by and between the City and First Bank of Missouri,
as trustee (the Trustee), in the aggregate principal amount not to exceed
$55,000,000, to provide funds to finance its obligations under the Cooperative
Agreement; and
WHEREAS, the
City has found and determined that financing of the PAC Garage 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 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
Certificate of Final Terms. The City hereby authorizes the issuance of the
Bonds, in one or more series, as current interest or capital appreciation
bonds, all for the purposes set forth herein. The Bonds may be issued in the
aggregate original principal amount not to exceed $55,000,000.00, for the
purpose of providing funds to finance its obligations with respect to the PAC
Garage Project. The Bonds shall be dated the date set forth in the Indenture,
shall bear interest at rates initially not to exceed a net interest cost of
7.00%, and shall have such other terms and provisions as shall be provided in
the Indenture, Bond Purchase Agreement and Certificate of Final Terms approved
by the Director of Finance.
The Director of
Finance is authorized and directed to approve the purchase price for the Bonds,
the principal amounts by maturity, the interest rates 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 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 Finances execution of the Certificate of Final Terms. Upon
execution, the Certificate of Final Terms will be attached to this Ordinance as
Exhibit A and the City Clerk is hereby authorized to file 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 applicable Certificate
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. The Bonds and the interest thereon shall be special, limited
obligations of the City payable solely out of Appropriated Moneys (as such term
is 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 Trust Estate to the
Trustee and in favor of the owners of the Bonds. 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) Trust
Indenture between the City and the Trustee relating to the Bonds.
(b) Tax
Compliance Agreement among the City, the Trustee and such other appropriate
parties as determined by Bond Counsel or Special Tax Counsel, which set forth
certain representations, facts, expectations, terms and conditions relating to
the use and investment of the proceeds of the Bonds, to establish and maintain
the exclusion of interest on the 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) Bond
Purchase Agreement, between the City and the Underwriter of the Bonds, under
which the City agrees to sell and the Underwriter agrees to purchase the Bonds,
upon such terms and conditions thereof as set in the Bond Purchase Agreement
and Certificate of Final Terms, as described in Section 1 of this Ordinance.
(d) Continuing
Disclosure Undertaking, 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
Underwriter in complying with Rule 15c2-12 of the Securities and Exchange
Commission.
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, documents relating to the Cooperative
Agreement and of such other documents as the Director of Finance deems
necessary or appropriate in connection with the transactions authorized by this
Ordinance, including but not limited to any continuing disclosure undertaking
which may be necessary in connection with the Bonds.
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 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 (collectively, the Credit
Enhancement), if necessary or desired, from a Credit Provider with such credit
rating that, in the opinion of the Underwriter, the Financial Advisors and the
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
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 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 6. Approval
of Selection of Professionals. 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 Bryan Cave LLP to act as Bond Counsel and Disclosure Counsel in
connection with the issuance of the Bonds. The City approves the selection of
Gilmore & Bell, P.C. to act as Special Tax Counsel in connection with the
issuance of the Bonds. The City approves the selection of Oppenheimer &
Co., Inc. to act as Senior Underwriter in connection with the issuance of the
Bonds and delegates authority to the Director of Finance to appoint additional
firms as underwriters in connection with the issuance of the Bonds.
Section 7. 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.
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Approved as to
form and legality:
______________________________
Heather A.
Brown
Assistant City Attorney