Title
AN ORDINANCE authorizing the issuance of $10,000,000.00 principal amount of Jackson County, Missouri Leasehold Revenue Bonds (Truman Sports Complex/County Parks Project Addition) Series 2002, of Jackson County, Missouri, and authorizing and approving certain documents and actions in connection with the issuance of said bonds.
Intro
ORDINANCE # 3275, August 5, 2002
INTRODUCED BY Victor E. Callahan, County Legislator
Body
WHEREAS, Jackson County, Missouri, a political subdivision of the State of Missouri (the "County") pursuant to its Constitutional Home Rule Charter (the "Charter") and Section 64.320 and 67.755, Revised Statutes of Missouri, as amended (the "Act") is authorized to issue its revenue bonds to finance the costs of the maintenance, operation, and improvement of the Harry S. Truman Sports Complex and other county parks and recreation purposes; and,
WHEREAS, the County owns certain parks and recreational facilities, including the Lake Jacomo Park (located within Fleming Park) and the Harry S. Truman Sports Complex; and,
WHEREAS, the Jackson County Sports Complex Authority (the "Authority") manages and operates certain facilities on behalf of the County for the benefit of the inhabitants of the County and others within the service area of the facilities pursuant to an Agency Agreement between the County and the Authority; and,
WHEREAS, the County has issued its $40,170,000 Leasehold Revenue Bonds (Truman Sports Complex/County Parks Projects), Series 1998 (the "Series 1998 Bonds"), pursuant to a Trust Indenture dated as of October 1, 1998 (the "Original Indenture"), among the County, the Authority and Commerce Bank, N.A., as trustee (the "Trustee"); and,
WHEREAS, pursuant to its home rule powers in its Charter, the County (i) entered into a Park Site Lease dated as of October 1, 1998 (the "Original Park Site Lease") between the County and the Authority, pursuant to which the County leased the site of Lake Jacomo Park within Fleming Park in Jackson County, Missouri (the "Park Project Site") to the Authority, and (ii) entered into a Financing Agreement dated as of October 1, 1998 (the "Original Financing Agreement"), between the County and the Authority, pursuant to which the Authority, as lessor, leased the Park Project Site to the County in consideration of lease payments (the "Rental Payments") made by the County to the Authority, which Rental Payments have been assigned by the Authority to the Trustee, in amounts which will be sufficient, during any term of the Original Financing Agreement, to enable the Trustee for and on behalf of the County to pay principal of, redemption premium, if any, and interest on the Series 1998 Bonds as the same become due; and,
WHEREAS, Ambac Assurance Corporation has issued its municipal bond insurance policy (the "Bond Insurance Policy") insuring the payment when due of the principal of and interest on the Series 1998 Bonds; and,
WHEREAS, the proceeds of the Series 1998 Bonds were used to finance the costs of acquiring, constructing, reconstructing, renovating, furnishing, and equipping improvements (the "Park Project") on the Park Project Site and improvements to the Harry S. Truman Sports Complex (the "Sports Complex Project"); and,
WHEREAS, Section 209 of the Original Indenture provides for the issuance of Additional Bonds on a parity with the Series 1998 Bonds and any other Additional Bonds outstanding from time to time, to provide funds to pay all or part of the costs of purchase, construction, and installation of Project Additions, consisting of additions, improvements, extensions, alterations, expansions, or modifications of the Park Project and the Sports Complex Project or any part thereof; and,
WHEREAS, Sections 1101 and 1201 of the Original Indenture permit the execution of a supplemental indenture and a supplemental financing agreement by the parties thereto; and,
WHEREAS, pursuant to the Act, the Legislature hereby deems and determines it necessary, desirable, and in the public interest to issue the County's Leasehold Revenue Bonds, (Truman Sports Complex/County Parks Project Additions) Series 2002 in the principal amount of $10,000,000 (the "Series 2002 Bonds") on a parity basis with the Series 1998 Bonds, for the purpose of funding the costs of acquiring, constructing, reconstructing, renovating, furnishing, and equipping certain additions and improvements on certain real estate used as a park including improvement of shelter houses and adjacent facilities (the "Park Project") and additions and improvements for the Harry S. Truman Sports Complex (the "Sports Complex Project," and collectively with the Park Project referred to as the "Project"), funding a bond reserve fund, and paying the costs incurred in connection with the issuance of the Series 2002 Bonds; and,
WHEREAS, the Series 2002 Bonds and the interest thereon shall not constitute an indebtedness of the County within the meaning of any constitutional provision or statutory limitation and shall not constitute, nor give rise to, a pecuniary liability of the County other than annually appropriated funds payable under the Financing Agreement as hereinafter defined, nor shall the Series 2002 Bonds or the interest thereon be a charge against the general credit or taxing powers of the County, but shall be payable solely and only from the Trust Estate as provided in the Indenture hereinafter authorized; and,
WHEREAS, the Legislature further finds and determines that it is necessary and desirable in connection with the issuance of the Series 2002 Bonds to obtain a municipal bond insurance policy from Ambac Assurance Corporation (the "Bond Insurer"), guarantying the payment of the principal of and interest on the Series 2002 Bonds and to enter into such additional concurrent agreement or agreements with the Bond Insurer as may be required in order to obtain such insurance policy; and,
WHEREAS, the Legislature further finds and determines that it is necessary and desirable in connection with the issuance of the Series 2002 Bonds to execute and deliver certain documents, copies of which documents have been presented at this meeting and shall be filed with the Clerk of the County Legislature, and that the Legislature take certain other actions and approve certain other documents as herein provided, including (1) a First Supplemental Park Site Lease dated as of August 1, 2002 (the "Supplemental Park Site Lease"), between the County and the Authority, (2) First Supplemental Trust Indenture dated as of August 1, 2002 (the "Supplemental Indenture," and together with the Original Indenture referred to as the "Indenture"), among the County, the Authority, and the Trustee supplementing and amending the Original Indenture for the purpose of providing for the issuance and securing payment of the Series 2002 Bonds as provided therein, (3) a First Supplemental Financing Agreement dated as of August 1, 2002, between the County and the Authority (the "Supplemental Financing Agreement"), supplementing and amending the Original Financing Agreement (the "Supplemental Financing Agreement", and together with the Original Financing Agreement, the "Financing Agreement"), (4) a Bond Purchase Agreement between the County and Fahnestock & Co., Inc. (the "Underwriter"), and (5) a Tax Compliance Agreement dated as of August 1, 2002, between the County and the Trustee (such agreements, together with the agreements required by the Bond Insurer hereinafter referred to as the "Bond Documents"); now therefore,
BE IT ORDAINED by the County Legislature of Jackson County, Missouri as follows:
Section 1. Definitions. All words and phrases not otherwise defined herein shall have the respective meanings as set forth in the Indenture hereafter authorized and approved unless a different meaning clearly appears in the text.
Section 2. County Legislature of Jackson County, Missouri, to Issue Series 2002 Bonds. The Legislature finds and determines that it is advisable that Jackson County, Missouri, sell, issue, and deliver the County's Leasehold Revenue Bonds (Truman Sports Complex/County Parks Project Additions) Series 2002, in a principal amount of $10,000,000 (the "Series 2002 Bonds"), with such final terms and provisions as set forth in the Bond Purchase Agreement and Indenture as herein approved in order to obtain funds to be used for the purpose aforesaid, which Series 2002 Bonds shall be issued under and secured by and shall have the terms and provisions set forth in the hereinafter described Indenture. The final terms of the Series 2002 Bonds shall be specified in the hereinafter referred to Indenture and Bond Purchase Agreement.
Section 3. Execution of Bond Documents. The County Executive is hereby authorized to execute, and the Clerk of the County Legislature is hereby authorized to attest the execution of the Bond Documents in substantially the form presented to the Legislature on this date, with such changes or amendments thereto as the County Executive shall approve, which approval shall be evidenced by the execution and delivery of the Bond Documents.
Section 4. Approval of Final Terms. The Legislature approves the final terms and provisions of the Series 2002 Bonds as set forth in the Bond Purchase Agreement and Indenture approved herein, including the aggregate principal amount of the Series 2002 Bonds, the maturity dates thereof and the principal amount thereof maturing on such dates, the dates on which the Series 2002 Bonds are to be redeemed pursuant to the mandatory redemption provisions of the Indenture and the aggregate principal amount thereof to be redeemed on such dates, the dates on which the Series 2002 Bonds are subject to the optional redemption provisions of the Indenture and the redemption prices thereof, the interest rates to be borne by the Series 2002 Bonds, and the purchase price for the Series 2002 Bonds, all as set forth in the Bond Purchase Agreement and Indenture referred to below.
Section 5. Designation of Trustee. Commerce Bank, N.A., is hereby designated to serve in the capacity of trustee under and pursuant to the terms of the Indenture. The Trustee shall evidence its acceptance of the Trust Estate granted pursuant to the Indenture and its acceptance of the rights, duties, responsibilities, and obligations as Trustee thereunder by its execution of said Indenture.
Section 6. Limited Obligations. The Series 2002 Bonds and the interest thereon shall be special, limited obligations of the County payable solely out of the Rental Payments, Additional Payments, and other payments, revenues, and receipts derived by the Authority under the Financing Agreement (including, in certain circumstances, Series 2002 Bond proceeds and income from the temporary investment thereof, moneys on deposit in the Bond Reserve Fund, and income from the investment thereof, and proceeds from insurance and condemnation awards), and are secured by a pledge and assignment of the Trust Estate to the Trustee in favor of the Registered Owners of the Series 2002 Bonds on a parity with the Series 1998 Bonds, as provided in the Indenture. The Series 2002 Bonds and the interest thereon shall not constitute a debt or liability of the County or of the State of Missouri or of any political subdivision thereof, and the Series 2002 Bonds shall not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction.
Section 7. Authorization and Approval of Documents. The following documents are hereby approved in substantially the forms presented to and reviewed by the Legislature at this meeting (copies of which documents shall be filed with the Clerk of the County Legislature) and the County Executive is hereby authorized to execute and deliver each of such documents with such changes therein as shall be approved by the County Executive upon executing such documents, such County Executive's signature thereon being conclusive evidence of her approval and the County Legislature's approval thereof:
(a) First Supplemental Park Site Lease between the County and the Authority, supplementing and amending the Original Park Site Lease.
(b) First Supplemental Trust Indenture among the County, the Authority and the Trustee, providing for the issuance thereunder of the Series 2002 Bonds and setting forth the terms and provisions applicable to the Series 2002 Bonds, including a pledge and assignment by the Authority of the Trust Estate (as defined in the Indenture) to the Trustee for the benefit and security of the holders of the Series 2002 Bonds on parity with the outstanding Series 1998 Bonds upon the terms and conditions as set forth in the Indenture.
(c) First Supplemental Financing Agreement dated as of August 1, 2002, between the Authority and the County.
(d) Bond Purchase Agreement between the County and the Underwriter of the Series 2002 Bonds, under which the County agrees to sell the Series 2002 Bonds to the Underwriter upon the terms and conditions as set forth in the Bond Purchase Agreement.
(e) Tax Compliance Agreement between the County and the Trustee pursuant to which the County agrees to comply with certain requirements under the Internal Revenue Code of 1986, as amended, and applicable regulations.
Section 8. Approval of Preliminary Official Statement and Final Official Statement; Preliminary Official Statement Deemed Final. The Preliminary Official Statement, a copy of which has been submitted to and reviewed by the Legislature on the date hereof, and the final Official Statement, are hereby approved in substantially the form of the Preliminary Official Statement with such changes and additions thereto as are necessary to conform to and describe the transaction. The offering and sale of the Series 2002 Bonds as described in the Preliminary Official Statement and the public distribution of the Preliminary Official Statement and the final Official Statement by the Underwriter for use in connection with the offering and sale of the Series 2002 Bonds are hereby approved. For the purpose of enabling the Underwriter to comply with the requirements of Rule 15c2-12(b)(1) of the Securities and Exchange Commission, the Legislature hereby deems the information regarding the County contained in the Preliminary Official Statement to be "final" as of its date, except for the omission of such information as is permitted by Rule 15c2-12(b)(1), and the appropriate officers of the County are hereby authorized, if requested, to provide the Underwriter a letter or certification to such effect and to take such other actions or execute such other documents as such officers in their reasonable judgment deem necessary to enable the Underwriter to comply with the requirements of such Rule. The County Executive is hereby authorized and directed to execute the final Official Statement and such signature of the County Executive shall be conclusive evidence of her approval and the Legislature's approval of the form thereof.
Section 9. Sale of the Bonds. The Series 2002 Bonds shall be sold and delivered at private sale to the Underwriter at the price and under the terms set forth in the Bond Purchase Agreement.
Section 10. Execution of Series 2002 Bonds. The Series 2002 Bonds shall be executed on behalf of the County and shall have the corporate seal of the County affixed thereto or imprinted thereon. The County Executive is authorized and directed to execute the Series 2002 Bonds by manual signature and to deliver the Series 2002 Bonds to the Trustee for authentication for and on behalf of and as the act and deed of the County in the manner provided in the Indenture. The County Executive (or other officer acting on behalf of the County Executive in her absence) is hereby authorized and directed to execute and deliver the Bond Documents described herein for and on behalf of and as the act and deed of the County. The Clerk of the County Legislature is hereby authorized and directed to attest to the Series 2002 Bonds by manual signature, the Bond Documents described herein, 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 11. Further Authority. The Legislature shall, and the County Executive and other legislators, officers, agents, and employees of the County are hereby authorized and directed to, take further actions, 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, and to carry out, comply with and perform the duties of the Legislature with respect to the Series 2002 Bonds and the documents relating thereto.
Section 12. Effective Date. This Ordinance shall take effect and be in full force immediately after its adoption by the Legislature and approval by the County Executive.
Enacted and Approved
Effective Date: This ordinance shall be effective immediately upon its signature by the County Executive.
APPROVED AS TO FORM:
__________________________________ _______________________________
County Counselor
I hereby certify that the attached Ordinance, Ordinance # 3275 introduced on August 5, 2002, was duly passed on __________August 26____________, 2002, by the Jackson County Legislature. The votes thereon were as follows:
Yeas ______9_________ Nays _______0________
Abstaining _____0______ Absent ______0________
This Ordinance is hereby transmitted to the County Executive for her signature.
_______________________ ______________________________
Date Mary J. Spino, Clerk of Legislature
I hereby approve the attached Ordinance # 3275.
_________________ ________________________________
Date Katheryn J. Shields, County Executive