Approving the issuance by the City of Kansas City Missouri of its special obligation bonds (the Series 2015A Bonds ), to refund a portion in the aggregate principal amount not to exceed $13,440,000.00 of certain outstanding Kansas City Municipal Assistance Corporation Project Bonds and to finance not to exceed $6,000,000.00 of extraordinary working capital costs related to the Prospect North Settlement Project; estimating revenue and adjusting appropriations in various funds; authorizing the Director of Finance to close project accounts; and recognizing an accelerated effective date. 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 (Kansas City, Missouri Projects), which shall be designated the Series 2015A Bonds or such other series designation as the Director of Finance shall determine, to provide funds: (a) to refund a portion in the aggregate principal amount not to exceed $13,440,000.00 of the currently outstanding Kansas City Municipal Assistance Corporation Leasehold Improvement Revenue Bonds, Series 2004B2 and Kansas City Municipal Assistance Corporation Leasehold Refunding and Improvement Revenue Bonds, Series 2006A (collectively, the Refunded Bonds ) (b) to finance not to exceed $6,000,000.00 of extraordinary working capital costs constituting reimbursement of settlement cost of a lawsuit (the Prospect North Settlement Project ), and (c) to pay certain costs related to the issuance of the Series 2015A Bonds, all as more fully described herein; and WHEREAS, the City solicited bids for the private placement of the Series 2015A Bonds and selected the proposal of Bank of America Merrill Lynch, which provided that the purchaser of the Series 2015A Bonds would be Bank of America, N.A. or an affiliate of Bank of America Company; and WHEREAS, the Series 2015A Bonds shall be issued pursuant to a Bond Issuance and Purchase Agreement (the Bond Issuance Agreement ), by and between the City and Specialized Lending, LLC, an affiliate of Bank of America Company, or such other affiliate of Bank of America Company as may be designated by Bank of America Merrill Lynch, as the purchaser of the Series 2015A Bonds (the Purchaser ); and WHEREAS, the City has found and determined that the refunding of the Refunded Bonds and the financing of the Prospect North Settlement Project as 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; BE IT ORDAINED BY THE COUNCIL OF KANSAS CITY: Section 1. Authorization of Series 2015A Bonds; Authorization and Execution of Bond Issuance Agreement and Certificate of Final Terms. The City
hereby authorizes the issuance of its Series 2015A Bonds in the aggregate principal amount not to exceed $19,335,000.00, for the purpose of providing funds to be applied together with other moneys of the City for the following purposes: (a) to refund the Refunded Bonds, (b) to finance the Prospect North Settlement Project, and (c) to pay certain costs related to the issuance of the Series 2015A Bonds. The Series 2015A Bonds shall be dated the date set forth in the Bond Issuance Agreement and form of Bond. The Series 2015A Bonds shall have such other terms and provisions as shall be provided in the Bond Issuance Agreement approved by the Director of Finance. The Director of Finance is authorized and directed to approve the principal amounts by maturity, the interest rates, the terms of credit enhancement, if any, and the other final terms of the Series 2015A Bonds, including applicable redemption provisions, subject to the limitations set forth in this Section, and in that connection, to execute and deliver, for the Series 2015A 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 2015A Bonds 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. Section 2. Limited Obligations. The Series 2015A Bonds and the interest thereon shall be special, limited obligations of the City payable solely out of Appropriated Moneys (as defined in the Bond Issuance Agreement) and moneys in the funds and accounts established under the Bond Issuance Agreement (other than the Rebate Fund). The Series 2015A 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 Bond Issuance Agreement. The issuance of the Series 2015A 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) (b) (c) Bond Issuance Agreement. Rate Lock Agreement. Escrow Agreement. (d) Tax Compliance Certificate of the City, which sets forth certain representations, facts, expectations, terms and conditions relating to the use and investment of the proceeds of the Series 2015A Bonds, to establish and maintain the exclusion of interest on such Series 2015A Bonds from gross income for 2
federal income tax purposes, and to provide guidance for complying with the arbitrage rebate provisions of 148(f) of the Internal Revenue Code. 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 Bond Issuance Agreement and issuance of the Series 2015A 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. 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 Series 2015A 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 Series 2015A Bonds. (b) The City approves the selection of Banc of America Preferred Funding Corporation as the Purchaser of the Series 2015A Bonds. Section 5. Reduction of Appropriation. That the appropriations in the following accounts of Fund No. 3425, the KCMAC Series 2006A Bond Fund, are hereby reduced by the following amounts: AL-3425-129631-B Underwriter Discount $.25 AL-3425-129671-G Defeasance.54 AL-3425-129686-B Rebate Fund 2,044.50 AL-3425-638204-B-630B0284 Bartle Hall Escalators 13,005.00 TOTAL $ 15,050.29 Section 6. Appropriation. That the sum of $15,678.93 is hereby appropriated from the Unappropriated Fund Balance of Fund No. 3425, the KCMAC Series 2006A Bond Fund, to the following account: AL-3425-129998-905401 Transfer to Fund 5401 $ 15,678.93 Section 7. Reduction of Appropriation. That the appropriation in the following account of Fund No. 3400, the KCMAC Series 2004B Bartle Hall Expansion Bond Fund, is hereby reduced by the following amount: AL-3400-898822-B-890B0284 Bartle Hall North Dock $.01 Section 8. Appropriation. That the sum of $9,426.53 is hereby appropriated from the Unappropriated Fund Balance of Fund No. 3400, the KCMAC Series 2004B Bartle Hall Expansion Bond Fund, to the following account: AL-3400-129998-905401 Transfer to Fund 5401 $ 9,426.53 3
Section 9. Reduction of Appropriation. That the appropriations in the following accounts of Fund No. 3403, the KCMAC 2004B Tow Lot Bond Fund, are hereby reduced by the following amounts: AL-3403-129620-B Cost of Issuance $ 5,056.62 AL-3403-572325-B Tow Service 2,168.14 AL-3403-572325-E Tow Service 468.00 AL-3403-577502-A-89000502 New Tow Lot-NCS 200.00 AL-3403-578847-A-89000502 New Tow Lot-NCS.01 AL-3403-578847-B-890E0502 Tow Lot-Pet Adoption Facility 2,712.70 AL-3403-878025-A-890E0502 Tow Lot-Pet Adoption Facility 5,538.99 AL-3403-878025-B-890E0502 Tow Lot-Pet Adoption Facility 1,288.28 AL-3403-878047-B-890A0502 Vehicle Processing Facility 28,559.48 AL-3403-878047-B-890E0502 Tow Lot-Pet Adoption Facility 99,611.35 TOTAL $ 145,603.57 Section 10. Appropriation. That the sum of $569,780.37 is hereby appropriated from the Unappropriated Fund Balance of Fund No. 3403, the KCMAC 2004B Tow Lot Bond Fund, to the following accounts: AL-3403-129998-905401 Transfer to Fund 5401 $ 561,072.87 AL-3403-577502-B-89000502 New Tow Lot-NCS 8,707.50 TOTAL $ 569,780.37 Section 11. Estimation of Revenue. That the revenue in the following accounts of Fund No. 5401, the Refunding Bond Fund, is hereby estimated in the following amounts: AL-5401-120000-503425 Transfer from Fund No. 3425 $ 15,678.93 AL-5401-120000-503400 Transfer from Fund No. 3400 9,426.53 AL-5401-120000-503403 Transfer from Fund No. 3403 561,072.87 AL-5401-120000-590000 Bond Proceeds 19,335,000.00 TOTAL $19,921,178.33 Section 12. Appropriation. That the sum of $19,921,178.33 is hereby appropriated from the Unappropriated Fund Balance of the Fund No. 5401, the Refunding Bond Fund, to the following accounts: AL-5401-129620-B Cost of Issuance $ 115,598.13 AL-5401-129686-B Rebate Fund 10,000.00 AL-5401-129671-G Defeasance 13,795,580.20 AL-5401-129998-901010 Transfer to Fund 1010 6,000,000.00 TOTAL $19,921,178.33 Section 13. Estimation of Revenue. That the revenue in the following account of Fund No. 1010, the City Legal Expense Fund, is hereby estimated in the following amount: 15-1010-120000-505401 Transfer from Fund No. 5401 $6,000,000.00 4
Section 14. Reduction of Revenue Estimate. That the revenue estimate in the following account of Fund No. 1010, the City Legal Expense Fund, is hereby reduced in the following amount: 15-1010-120000-590000 Proceeds From Sale of Bonds $6,000,000.00 Section 15. Requisitioning Authority. The Director of Finance is hereby designated as requisitioning authority for Account Nos. AL-3425-129998-905041, AL- 3400-129998-905401, AL-3403-129998-905401, AL-5401-129620, AL-5401-129686, AL-5401-129671 and AL-5401-129998-901010 and the Director of Neighborhood and Housing Services is hereby designated as requisitio ning for Account No. AL-3403-577502. Section 16. 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 17. 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 18. Recognition of Accelerated Effective Date. This ordinance is recognized as an ordinance with an accelerated effective date as provided by 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 5