HomeMy Public PortalAboutOrd 438 Certificate of Participation A 2006 Lease Purchase
(Published in the Ark Valley News, March 2, 2006)
ORDINANCE NO. 1/38
AN ORDINANCE AUTHORIZING THE CITY OF BEL AIRE, KANSAS, TO
ENTER INTO A FIRST SUPPLEMENTAL LEASE PURCHASE, THE
PROCEEDS OF WHICH WILL BE USED TO PAY THE COSTS OF
ACQUIRING CERTAIN REAL PROPERTY IN AND FOR THE CITY; AND TO
APPROVE THE EXECUTION OF CERTAIN DOCUMENTS IN CONNECTION
THEREWITH.
WHEREAS, under the constitution and statutes of the State of Kansas, particularly Article 12, ~5
of the Kansas Constitution and KS.A. 12-101, the City of Bel Aire, Kansas (the "City") is empowered to
enter into certain leases, lease purchase agreements and installment purchase agreements for the lease
and/or acquisition of property; and
WHEREAS, KS.A. 10-1116b provides in pertinent part that nothing in the provisions of KS,A.
10-1101 et seq. (Kansas Cash Basis Law) shall prohibit a municipality from entering into a lease
agreement, with or without an option to buy, or an installment-purchase agreement, if any of such
agreements specifically state that the municipality is obligated only to pay periodic payments or monthly
installments under the agreement as may lawfully be made from (a) funds budgeted and appropriated for
that purpose during such municipality's current budget year or (b) funds made available from any lawfully
operated revenue producing source; and
WHEREAS, the City has heretofore declared its need to acquire approximately 2,000 acres of
land located in or near the City (the "Project," which is comprised of both the Initial Project and the Project
Additions, as defined herein) to further its governmental and public purpose of economic and residential
development as contemplated by law, but does not have sufficient moneys on hand legally available to
purchase such land for its use; and
WHEREAS, the governing body of the City has heretofore adopted Resolution No. 05-08 on
August 2, 2005 declaring the intent of the City to enter into a financing arrangement involving a Lease
Purchase Agreement and the issuance and delivery of not to exceed $22,065,000 principal amount of Lease
Purchase Agreement Certificates of Participation; and
WHEREAS, the governing body of the City has heretofore adopted Ordinance No, 432 relating to
the acquisition of certain real property to further its governmental and public purpose of economic and
residential development as contemplated by law and, pursuant to that Ordinance, entered into a Lease
Purchase Agreement (the "Original Lease") with Security Bank of Kansas City, Kansas City, Kansas (the
"Trustee"), and issued and delivered $14,170,000 principal amount of Taxable Lease Purchase Agreement
Certificates of Participation, Series 2005-B, to finance the acquisition of a portion of the Project (the
"Initial Project"); and
KMC\403953\ORDINANCE
WHEREAS, the City now has immediate need to finance the acquisition of the remaining portion
of the Project (the "Project Additions") to further its governmental and public purpose of economic and
residential development as contemplated by law, but does not have sufficient monies on hand legally
available to finance such Project Additions; and
WHEREAS, the governing body of the City has heretofore adopted a Resolution on January 17,
2006 declaring the intent of the City to enter into a financing arrangement involving a First Supplemental
Lease Purchase Agreement (the "First Supplemental Lease"), which will amend and supplement the
Original Lease (jointly with the First Supplemental Lease, the "Lease"), and the issuance and delivery of
not to exceed $6,180,000 principal amount of Taxable Lease Purchase Agreement Certificates of
Participation; and
WHEREAS, in order to facilitate the acquisition of the Project Additions and to pay the cost
thereof, it is necessary and desirable for the City to take the following actions:
1. Enter into the First Supplemental Lease with the Trustee, pursuant to
which the City will lease the Project Additions on a year-to-year basis from the Trustee
with an option to purchase the Trustee's interest in the Project Additions, a form of which
has been submitted to the governing body for review;
2. Approve a First Supplemental Declaration of Trust (the "First
Supplemental Declaration of Trust") which amends and supplements the Declaration of
Trust dated as of December 1, 2005 (jointly, the "Declaration of Trust"), by the Trustee,
pursuant to which Certificates of Participation (as defined below) in an amount not to
exceed $6,180,000 will be executed and delivered, a form of which has been submitted to
the governing body for review;
3. Approve a final Official Statement respecting Taxable Certificates of
Participation, Series 2006-A (the "Certificates of Participation"), evidencing proportionate
interests of the owners thereof in basic rent payments to be made by the City under the
Lease, to be in substantially the same form as the Preliminary Official Statement
respecting the Certificates of Participation heretofore approved (the "Preliminary Official
Statement," and together with the final Official Statement, jointly the "Official
Statement");
4. Execute a Continuing Disclosure Undertaking (the "Continuing Disclosure
Undertaking") pursuant to which the City agrees to provide certain financial and other
information with respect to the Certificates of Participation, a form of which has been
submitted to the governing body for review; and
5. Approve a Certificate Purchase Agreement (the "Certificate Purchase
Agreement") providing for the sale of the Certificates of Participation to Piper Jaffray & Co.,
Leawood, Kansas (the "Underwriter"), upon the terms set forth therein, a form of which has been
submitted to the governing body.
The First Supplemental Lease, the Continuing Disclosure Undertaking and the Certificate Purchase
Agreement are referred to together herein as the "City Documents."
KMC\403953\ORDINANCE
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THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF
BEL AIRE, KANSAS, AS FOLLOWS:
Section 1. Authorization and Approval of City Documents and Declaration of Trust.
(a) The City Documents and the First Supplemental Declaration of Trust are hereby approved in
substantially the forms submitted to and reviewed by the governing body on the date hereof, with such
changes therein as shall be approved by the Mayor, the Mayor's execution of the City Documents to be
conclusive evidence of such approval. The issuance of Certificates of Participation pursuant to the First
Supplemental Declaration of Trust and as described in the Official Statement is hereby authorized and
approved,
(b) The obligation of the City to pay Basic Rent Payments (as defined in the Lease) under the
Lease is subject to annual appropriation and shall constitute a current expense of the City and shall not in
any way be construed to be an indebtedness or liability of the City in contravention of any applicable
constitutional or statutory limitation or requirement concerning the creation of indebtedness or liability by
the City, nor shall anything contained in the Lease constitute a pledge of the general tax revenues, funds or
moneys of the City, and all provisions of the Lease shall be construed so as to give effect to such intent.
(c) The Mayor is hereby authorized and directed to execute and deliver the City Documents and to
approve changes to the First Supplemental Declaration of Trust on behalf of and as the act and deed of the
City. The City Clerk and the Deputy City Clerk, and each of them, are is hereby authorized to affix the
City's seal to the City Documents and attest said seal.
Section 2. Approval of Official Statement. The Preliminary Official Statement dated
January 20, 2006, is hereby approved. The final Official Statement is hereby authorized and approved,
supplementing, amending and completing the Preliminary Official Statement, with such changes therein and
additions thereto as shall be approved by the officer of the City executing the final Official Statement, said
officer's execution thereof to be conclusive evidence of said officer's approval thereof, and the public
distribution of the final Official Statement by the Underwriter are in all respects hereby authorized and
approved. The Mayor of the City is hereby authorized to execute and deliver the final Official Statement
on behalf of and as the act and deed of the City.
For the purpose of enabling the Underwriter to comply with the requirements of Rule 15c2-
12(b)(I) of the Securities and Exchange Commission, the City hereby deems the information regarding the
City 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)(I), and the appropriate officers of the City 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 requirement of such Rule.
Section 3. Further Authority. The City shall, and the officials and agents of the City are hereby
authorized and directed to, take such actions, expend such funds 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 City with respect to the City
Documents, the other documents authorized or approved hereby and in connection with the Initial Project.
Without limiting the foregoing, the Mayor is hereby authorized, if required, to execute any certificate or
agreement to allow the Underwriter to comply with Rule 15c2-12 of the Securities and Exchange
Commission.
KMC\403953\ORDINANCE
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Section 4. Effective Date. This Ordinance shall take effect and be in full force from and after its
passage by the governing body and publication once in the official City newspaper.
KMC\403953\ORDINANCE
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PASSED by the governing body and approved by the Mayor of the City of Bel Aire, Kansas, this
23rd day of February, 2006 and APPROVED AND SIGNED by the Mayor.
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KMC\403953\ORDINANCE
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$6,180,000
City of Bel Aire, Kansas
Taxable Certificates of Participation
Series 2006-A
Sources & Uses
Dated 03/01120061 Delivered 03/15/2006
Sources Of Funds
Par AmOWlt of Bonds
Accrued Interest from 03/0112006 to 03/15/2006
$6,180,000.00
19,705.73
Total Sources
$6,199,705.73
Uses Of Funds
Excercise Options / Galyardt Land
Excercise Options / Thelma Scott Archer
Excercise Options / Melba Kohl Land
Deposit to Debt Service Reserve FWld (DSRF)
Deposit to Capitalized Interest (CIF) FWld
Total Underwriter's DiscoWlt (2.000%)
Original Issue Discount (0 ill)
Financial Advisor
Deposit to Debt Service FWld
Bond COWlSel
Underwriter's COWlSel
Title Insurance
Trustee Fees
POS/OfficiaI Statement
ROWlding Amount
FilingIRecording Fees
CUSlP
1,861,680.00
1,440,000,00
1,372,050,00
618,000.00
552,103.05
123,600.00
99,235,95
61,800,00
19,705.73
16,000.00
15,000,00
10,000.00
3,000,00
3,000,00
2,031.00
2,000,00
500,00
Total Uses
$6,199,705.73
2006A COPS FiNAl I SINGLE PURPOSE I 2122/2006 I 3:03 PM
Piper Jaffray & Co
F)lIblIC: F Inane e