unified government of wyandotte county/kansas city, kansas...

Unified Government of Wyandotte County/Kansas City, Kansas

NOTICE OF NEED (NON)

N25108

TO SERVE AS

SENIOR MANAGING UNDERWRITER

$85,000,000 (approximate)

Special Obligation Sales Tax Revenue (STAR) Bonds

(U.S. Soccer National Training Center), Series 2014

DATE OF REQUEST: October 10, 2014

RESPONSES DUE BY: October 28, 2014, 4:00 PM, CT

WRITTEN REQUESTS FOR INFORMATION

RELATED TO THIS NON

SHOULD BE DIRECTED TO:

Kelly P. Regan

Office of Procurement & Contract Compliance

Unified Government of Wyandotte County/Kansas City, Kansas

[email protected]

Fax: 913-573-5444

Unified Government of Wyandotte County/Kansas City, Kansas (the “Unified Government” or the “Issuer”)

NOTICE OF NEED (“NON”)

N25108

TO SERVE AS SENIOR MANAGING UNDERWRITER (the “Underwriter”)

For Special Obligation Sales Tax Revenue Bonds

(US Soccer National Training Center), Series 2014 (the “Bonds”)

Introduction

The Unified Government intends to issue Bonds in the approximate amount of up to $85,000,000 to include

requirements for a debt service reserve, capitalized interest, and associated issuance costs to pay for costs related to

the development of a U.S. Soccer National Training Center, including a state-of-the-art indoor and outdoor coaching,

training, and practice facility for multiple sports. The Issuer is seeking a qualified firm to serve as sole managing

Underwriter and member of the Unified Government’s Financing Team to assist in the financing process.

The Unified Government is requesting summary proposals, not exceeding 25 pages plus exhibits, from a limited

number of investment banking firms to serve as Senior Managing Underwriter for the Bonds. The Unified

Government is only distributing this NON to a limited number of firms recognized for their expertise in

the structuring and marketing of incremental economic activity revenue bonds, with particular emphasis on

various types of incremental sales tax and property tax revenue bonds. Demonstrated experience in

complex structuring and credit quality relating to these types of financing programs is also highly desirable.

In consultation with the Senior Managing Underwriter, the Unified Government reserves the right to name a

limited number of co-managers.

PLEASE NOTE: In reviewing this NON, a key piece of information is not yet available. An independent sales

tax revenue feasibility study is currently underway. The absence of the revenue study may limit your ability

to definitely respond to all aspects of this NON. In order to facilitate the project and financing calendar, we

are initiating this selection process. The process will not include submission of a definitive cost proposal

until after its receipt and resulting analysis of the revenue study.

Objective of NON

The objective of this NON is to select a single Underwriter to serve as Senior Managing Underwriter for the Bonds.

Professional qualifications will be evaluated first, and then price of services.

Unified Government of Wyandotte County/Kansas City, Kansas NON N25108 to Serve as Senior Managing Underwriter

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General Information on the Unified Government

The Unified Government was created upon the consolidation of governments of the City of Kansas City and

Wyandotte County, Kansas, effective October 1, 1997. The consolidation was approved by voters of the City and

County on April 1, 1997 and, on March 6, 1998, was upheld by the Kansas Supreme Court. The Unified

Government, with a County population of 159,129 (2012 U.S. Census estimate, of which 147,268 are within the City)

covers 155.7 square miles. It is located on the eastern border of the State and, along with three other Kansas

counties and eight Missouri counties, composes the Kansas City Metropolitan Statistical Area with a population of

approximately 1.8 million.

Pursuant to consolidation, the existing governments of the City and County were replaced by a governing body

composed of a Mayor/Chief Executive and a ten-member Board of Commissioners. Each of eight districts nominates

and elects one commissioner. Two at-large commissioners are nominated from two county-wide districts comprised

of the four northern-most and four southern-most districts. The Mayor/Chief Executive has veto power, which can be

overridden by a two-thirds majority of the Board of Commissioners.

A County Administrator is appointed by the Mayor/Chief Executive, with the consent of the Board of Commissioners,

and is directly responsible for the daily functions of the Unified Government.

The region has the presence of a large number of major federal and state highways. A total of 12 major highways

criss-cross the area encompassing the Unified Government. Of this total, five highways (I-35, I-70, I-435, I-635, and

I-670) are national interstate highways, five (U.S. 24, U.S. 40, U.S. 69, U.S. 73, and U.S. 169) are major U.S.

highways, and two (K-5 and K-32) are major state highways. The Kansas Turnpike and its interface with I-70 and I-

35 channel a great deal of east-west and north-south transcontinental traffic.

The Development

The U.S. Soccer National Training Center is a multi-sport athletic complex developed adjacent to the existing Major

League Soccer facility. The National Training Center will include indoor and outdoor coaching, training, and practice

facilities for multiple sports.

The Developer

OnGoal LLC, a Kansas limited liability company.

The Development Agreement

The development agreement is expected to be finalized by October 30, 2014. A copy of the Executive Summary of

the Development Agreement is attached as Attachment 1. The Executive Summary was presented to the Unified

Government’s Economic Development and Finance Standing Committee on September 29, 2014.


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Special Obligation Sales Tax Revenue Bonds (STAR Bonds) in Kansas

General. The Series 2014 Bonds will be issued pursuant to the Constitution and statutes of the State, including

KSA 10-101 to 10-125, inclusive (specifically including KSA 10-116a), KSA 10-620 et seq. and KSA 12-17,160

et seq. (the “STAR Bond Act”), all as amended and supplemented from time to time (the “Act”); and pursuant

to an ordinance to be adopted by the governing body of the Unified Government prior to the issuance of

the Series 2014 Bonds.

STAR Bond Financing. The Act authorize cities to issue special obligation “sales tax and revenue” bonds (“STAR

Bonds”) secured by certain tax revenues. The Act is a form of tax increment financing that enables the issuance of

bonds payable from sales and use taxes generated from projects constructed within a STAR Bond District. Pursuant

to the STAR Bond Act, STAR Bonds may be secured by a pledge of those revenues generated within a defined

district which are collected by the State. The STAR Bond Act authorizes the establishment of a STAR Bond District

and the issuance of STAR Bonds payable from incremental State and local sales and compensating use taxes

generated from retail projects constructed within it. STAR Bonds may be used to pay for specified costs of a STAR

Bond project, including property acquisition, site preparation and infrastructure improvements, bond issuance and

financing costs, and related soft costs and issuer-owned improvements (“eligible STAR Bond projects”). The

Secretary of the Kansas Department of Commerce (the “Secretary”) must approve the eligible STAR Bond projects

to be financed with the proceeds of STAR Bonds.

Village West STAR Bond Project District (the “District”)

The Unified Government has expanded the District to include the U.S. Soccer National Training Center, approved

August 25, 2014. The District includes the Schlitterbahn waterpark and several developments in the

planning/construction stage. Additional projects include an automotive plaza to be occupied by four to seven

dealerships, two restaurant pad sites, and a 150 room extended-stay hotel. A 400,000 square foot land area remains

available for future development. Maps of the District are provided in Attachment 2.

The Village West development currently includes:

Cabela’s, a 195,500 square-foot store with 116,666 square feet of retail space featuring hunting, fishing, and other

outdoor items, as well as an 11,000 square-foot museum and 60,000 gallon aquarium (opened August 2002).

Nebraska Furniture Mart, a 1,075,000 square-foot store with 450,000 square feet of retail space and an adjacent

warehouse that sells furniture, electronics, appliances, and floor coverings (opened August 2003).

Great Wolf Lodge and Resort, a 281 room lodge with a 40,000 square-foot indoor water park (opened June

2003). In 2010, Great Wolf Lodge invested nearly $500,000 to upgrade a water park slide, and Cabela’s

invested $500,000 on an interior remodel.

Sporting Park, an 18,000-seat multi-sport stadium complex and permanent home to Sporting Kansas City, a

Major League Soccer (MLS) team. The stadium held its first soccer match in June 2011 and completed its

third successful season in 2013 with near capacity attendance. In December 2013, Sporting Kansas City won

the 2013 MLS cup in a match played at Sporting Park.


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Sporting Park, recognized nationally and internationally for its design, will host the National Collegiate Athletic

Association (NCAA) Division I Men’s Soccer Cup Championship on December 11-13, 2015, as well as the

Division II Football Championship for four straight years from 2014 to 2017.

CommunityAmerica Ballpark, home of the Kansas City T-Bones, a member of independent baseball’s

Northern League. Since the T-Bones moved to Kansas City, Kansas and built their ballpark in 2003, they

have proven to be one of the most popular independent teams in the country. In 2013, more than 265,000

fans attended T-Bones games. In December 2013, the Unified Government amended the redevelopment plan

for the STAR Bond District and used proceeds of STAR Bonds to purchase and renovate CommunityAmerica

Ballpark.

Legends Outlets Kansas City, formerly the Legends at Village West, includes 855,000 square feet of retail,

dining, and entertainment. The focus of the shopping center is as a premium-outlet shopping center. The

Legends 14 Theater complex is the largest of the entertainment venues. Currently, over 100 businesses are

open within Legends Outlets Kansas City, with many of the stores and restaurants new to the area.

Adjacent to the Village West development are three significant developments which do not generate sales tax

revenues available to pay STAR Bonds for the Village West development or the District. These developments do

contribute to the ongoing economic activity of the entire area.

Kansas Speedway, a 1.5-mile tri-oval on approximately 1,100 acres of land with 72 luxury hospitality suites

and grandstand seating for 82,000. The Kansas Speedway has at least two race weekends per year hosting

four major National Association for Stock Car Auto Racing (NASCAR) and Grand-Am races, and is in use

approximately 200 days per year for various events, including driving schools, charity events, and track tours.

In 2011, a second NASCAR Sprint Cup race was added to the racing schedule. It is estimated this second

race had an economic impact of $100 million in the Kansas City metro area. With the addition of this second

race, the Kansas Speedway invested $3.5 million in 2010 to add lighting for night races. The Kansas

Speedway has completed a $6.5 million renovation project that includes repaving, reconfiguring, and

rebanking of the track. Also, a new infield road course was added for Grand-Am Road Racing. In

August 2013, the Kansas Speedway hosted two Grand-Am Road Racing events: the Rolex Sports Car Series

and the Continental Sports Car Challenge Series. The Kansas Speedway operates at or near capacity for all

major race events.

Hollywood Casino, a casino adjacent to the Kansas Speedway with 2,000 slot machines, 64 table games, and

several restaurants and bars (opened February 2012). A second phase of the casino project, consisting of a 300

room hotel, is currently under consideration for construction in 2015.

Cerner Corporation Continuous Campus, an approximately 662,000 square feet of Class A office buildings to

accommodate 4,000 Cerner employees. Cerner Corporation is an international supplier of healthcare technology.

The Unified Government and the Cerner Corporation entered into a Land Transfer and Specific Venture

Agreement in which Cerner Corporation has constructed this office complex beginning in 2012 and completed in

February 2014 at a cost of $141 million. The current employment at this location is approximately 2,100, with

4,000 employees expected to be at this location by 2016.


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Outstanding Village West Senior STAR Bonds and Historical Taxable Sales

The Unified Government has four STAR Bond obligations related to the Village West development which are secured

solely by the receipt of pledged sales tax revenues from the Village West development. The following three issues

have senior lien on the current STAR Bond revenue:

The Senior Lien Bonds are subject to special mandatory redemption. This redemption feature requires tax revenues

to be used first to make the scheduled payments on the 2004 and 2012 Senior Lien Bonds. Tax revenues in excess

of the scheduled payments on the 2004 and 2012 Senior Lien Bonds will be used to make special mandatory

redemptions on the 2010B Subordinate Lien Bonds. Recent estimates by the Unified Government of pledged sales

tax revenues indicate the Senior Bonds will be fully repaid on or about December 1, 2016. This date will change

based on actual future revenue receipts. Once these three obligations are retired, the following Subordinate Bond

issue has priority on the pledged sales tax revenues from Village West:

The Subordinate Lien Bonds are repaid by pledged sales tax revenues and an annual appropriation of general sales

tax revenues of the Unified Government.

Series Title CUSIP Original Issue

Size

Outstanding

(as of June 1,

2014)

Current

Rating

2004 Taxable Special Obligation Revenue Refunding Bonds (Redevelopment Project Area B) Serial Bonds

98267VAL7 $5,460,000 $3,360,000 AA

S&P

2010B Sales Tax Special Obligation (Redevelopment Project Area B – Major Multi-Sport Athletic Complex Project) Subordinate lien Series 2010B (“Subordinate Lien 2010B Turbo CABs”)

98267VAZ6 $150,289,488.50 $125,410,510.58 (accreted value)

A-

Fitch

2012 Revenue Refunding Bonds (Redevelopment Project Area B) Subordinate Lien Series 2012 Serial Bonds

98267VBX0 $12,785,000 $9,715,000 AA-

S&P

Series Title CUSIP Original Issue

Size Outstanding

Current Rating

2014 Taxable Sales Tax Special Obligation Capital Appreciation revenue Bonds (Redevelopment Project Area B – Major Multi-Sport Athletic Complex Project) Subordinate Lien Series 2014

Private Placement

$8,097,228.80 $8,097,228.80 Unrated


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The history of gross taxable sales within Village West is as follows:

*As of September 30, 2014

Financing Plan

The Unified Government’s foremost objective is to obtain the most efficient bond financing program while maximizing

project funding within the constraints of the STAR Bond statutory requirements, security provisions, and levels of

participation defined by the State of Kansas.

The project plan does not allow for a final maturity of the Bonds to exceed August 30, 2034. The Secretary

and Unified Government share the objective of retiring the Bonds as soon as possible. Respondents should

discuss how best to utilize all available revenues to fund eligible project costs and meet the objective of

accelerated Bond retirement.

Tax Status

It is anticipated the interest on the Bonds will be tax-exempt.

Security for the Bonds

Neither the State of Kansas nor the Unified Government will add any credit support for the Bonds.

The Bonds will be retired solely from the receipt of Pledged Sales Tax Revenues.

Pledged Revenues. The Pledged Sales Tax Revenues will consist solely of: (1) the increment State and local sales

tax revenues generated within the Village West development in excess of the base State and local sales tax revenues

(the base will be the State and local sales tax revenues generated within the Village West development for the 12-

month period prior to the payoff of the STAR Bonds (“Base Year”) payable from the Village West development

adjusted downward to incorporate the destination sourcing that will become effective for the Village West development

when the applicable STAR Bonds are paid off, which payoff date is expected to be December 1, 2016), and (2) the

State and local sales tax revenues generated within the U.S. Soccer National Training Center project area.

Calendar Year Actual Taxable

Sales Annual Change

2004 $252,736,583

2005 320,013,182 26.6%

2006 466,240,464 45.7%

2007 553,495,579 18.7%

2008 559,819,731 1.1%

2009 548,967,239 -1.4%

2010 550,178,643 0.2%

2011 564,769,088 2.7%

2012 643,555,200 14.0%

2013 664,427,629 3.2%

YTD 2014* 487,298,286


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The incremental local sales and use taxes will be limited to those received by the Unified Government, which are

imposed pursuant to KSA 12-187 et seq. from the current City of Kansas City 1% sales tax and the Unified

Government’s share of the current County’s 1% sales tax (currently 93.99%), that exceed in each year the local sales

and use Base Year revenues for a period of 20 years.

Timing and Magnitude of Pledged Revenues. Sales tax receipts for individual properties within the Village West

development and expanded Vacation Village District are confidential information by Kansas law. This confidential

requirement limits access to certain proprietary information both at the time of initial STAR Bond issuance and on an

ongoing basis over their term. However, aggregate sales tax information for the Village West development and

Vacation Village District is available.

Revenue Feasibility Study

The Issuer has retained Real Estate Research Consultants (RERC), a public revenue feasibility consultant, to

provide a feasibility study projecting the revenues to be available for the Bonds. The feasibility study is scheduled

to be available no later than the week of October 20, 2014.

Credit Rating

It is indeterminate whether the Bonds would obtain an investment grade rating. Underwriters are expected to

present their views on the credit quality of the Bonds and resulting impact on the financing plan.

Information Sources

Throughout the NON, various information sources are referenced. While a limited number are contained as

attachments to the NON, an electronic collaboration folder has been established for your ease of accessing relevant

documents related to the Issuer.

The electronic collaboration folder contains the items listed below and can be accessed in the following manner:

Go to www.springsted.com

Click on “Client Center”

Click on “Collaboration Folder”

User Name: ugbstarbonds

Password: ugbstar2014 (case sensitive)

To download files: Right click on the file and select "Save Target As," and then save file to your desktop

or other folder.

To upload files: Click on "Upload Files" (left menu). Browse to the file

and click the "Upload" button.

Logout when you are finished (Click on the "Logout" button on the lower right side).

http://www.springsted.com/


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The following documents have been posted in the electronic collaboration folder:

U.S. Soccer National Training Center – Consolidated Feasibility Study

CSL U.S. Soccer National Training Center Economic and Fiscal Impact Summary, dated July 8, 2014

CSL U.S. Soccer National Training Center Economic and Fiscal Impact Analysis, dated November 19, 2013

STAR Bond Financing Project Plan for Project Area 4 of the Village East Star Bond Project District (as amended), dated July 2014

Revenue Feasibility Study by RERC (when available)

Consultants

Respondents should be aware the Issuer has retained other professional advisors to assist in the completion of

the financing. These advisors and their general areas of responsibility are as follows:

Financial Advisor Bond Counsel

Springsted Incorporated Gilmore & Bell, P.C.

Mr. David MacGillivray, Chairman Mr. Gary Anderson

380 Jackson Street, Suite 300 2405 Grand Boulevard, Suite 1100

Saint Paul, MN 55101 Kansas City, MO 64106

Feasibility Consultant Trustee

Real Estate Research Consultants Security Bank of Kansas City

Mr. David Darcy, Principal and CFO Mr. Matt McLaughlin, Vice President & Corporate Trust Manager

14 East Washington Street, Suite 500 701 Minnesota Avenue, Suite 206

Orlando, FL 32801 Kansas City, KS 66101

Expected Scope of Service

The Underwriter will be expected to work closely with the Issuer and other members of the Financing Team in

the structuring, marketing, and settlement of the Bonds.

A partial listing of the expected scope of underwriting services includes:

Work with the Financing Team to gain an in-depth understanding of the Pledged Revenues available to repay the Bonds;

Work with the Financing Team to develop a final financing program that matches the Issuer’s policies and objectives;

Perform a lead role in analytical work;

Assist in the rating, assuming one is sought;

Participate in the preparation of legal documents;

Assist in the development of all sale-related documentation;

Lead the marketing and underwriting of the Bonds, performing those functions customary to the position of Senior Managing Underwriter;

Provide supporting documentation to the Issuer regarding the reasonableness of rates and comparable issues in the market concurrent with the Bonds;

Lead in the negotiating and pricing of the Bonds;

Facilitate the closing;

Assist the Issuer in any other steps necessary to complete the transaction;

Underwriter’s Counsel will be responsible for preparing the Preliminary Official Statement and Final Official Statement, the Bond Purchase Agreement, and the Continuing Disclosure Agreement.


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Co-Managing Underwriters

The Issuer reserves the right to name one or a limited number of co-managers to the underwriting group in

consultation with the Senior Managing Underwriter. The Issuer’s practice when multiple firms are serving in

the underwriting group is for compensation to be directly related to the sale of Bonds and not as a payment

independent of the firm’s specific sales performance. If co-managers are named, the Issuer will work with

the Senior Manager to ensure equity in the allocation of Bonds by firm.

Response Design and Content

The Issuer is requesting summary proposals, not exceeding 25 pages plus exhibits, and requests no extraneous

promotional material be provided.

The Issuer will not accept joint responses under the terms of this NON.

The NON response should include the following information:

1. Transmittal Letter (not exceeding two pages)

2. General Description of Firm (not exceeding three pages)

3. Organizational Capacity Briefly describe your firm’s organizational structure and professional capacity for this transaction.

4. Experience in Serving as Senior Managing Underwriter for incremental economic activity revenue bonds, with particular emphasis on STAR Bonds Staff experience with such bonds without jurisdictional-wide credit support. Please provide the following information:

A. General description of your firm and its specific project team’s experience with comparable financings; and

B. Profile up to three bond issues your firm believes to be noteworthy and of specific applicability to the Bonds and, where possible, your project team’s roles in these financings with accompanying references relating to your project team.

5. Issue Structuring and Pricing

Describe your approach to structuring the Bonds to achieve the Issuer’s objectives, specifically addressing:

o Probable form and Bond structure, with full utilization of the Pledged Revenues, to include specific comments on need for coverage and debt service and/or other reserves;

o Form of prepayment provision, with discussion on market reception and pricing impacts; and

o Any other structural and sales terms to enhance the transaction.

Describe your assessment of the credit quality of the Bonds, specifically addressing:

o Probability of obtaining an investment grade rating and key elements required;

o Need for and pricing impact of a rating, whether investment or non-investment grade; and

o Recommendations for any features which would improve credit quality.

Describe your approach to marketing the Bonds, specifically addressing:

o Any thresholds to marketability which need to be achieved or would significantly improve pricing;

o Your marketing plan, with specific reference to type of investor, investor expectations, and features which would facilitate the pricing results; and

o Pricing indications and relative spreads to appropriate market indices.


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6. Continuing Disclosure Provide a description of the ongoing reporting requirements you expect the Issuer to agree to under the Continuing Disclosure Agreement. Also provide a description of any self-reporting by your firm of any outstanding obligations of the Issuer.

7. Notice of Litigation and/or Regulatory Actions Provide information regarding any filed, pending, or threatened litigation during the past five years against your firm involving any federal, state, or local government unit or instrumentality. List any regulatory actions, concluded or underway, taken against your firm in the past five years.

8. Potential Conflicts of Interest Describe any current or historical engagement or relationship with any public or private party that could potentially create a conflict of interest with the Issuer or related entities and how those would be mitigated.

9. Fees Fee proposals should NOT be submitted with your response to this NON. Fees will only be requested from those firms chosen to proceed to the next step in the process, which is expected to be an interview. For those firms, instructions will be provided at that time for the submission of fees.

10. Underwriter’s Counsel Please provide the name of the firm and name of the specific individual. Underwriter's Counsel will be expected to prepare the Official Statement and other documents customarily prepared by Underwriter’s Counsel, such as the Bond Purchase Agreement, Continuing Disclosure Agreement, etc. Any fees incurred due to the use of Underwriter’s Counsel will be the responsibility of the Underwriter, paid from the Underwriter’s spread.

11. Public Process Please be aware the Issuer is committed to full public disclosure of information upon proper request. Public disclosure of the information requested in this response may be disseminated to the general public if requested.

Qualifications Evaluation

The professional staff of the Issuer and the Financial Advisor will review responses to this NON. The materials

submitted form the primary basis on which each respondent will be evaluated.

The Issuer may conduct interviews or enter into individual discussions following its review of submitted materials.

The Issuer reserves the right to select or reject any or all responses submitted, waive any formal response

requirements, investigate the qualifications and experience of any respondent, reject any provisions in any response,

obtain new responses, negotiate the requested services and contract terms with any respondent, or proceed to do

the work otherwise. The Issuer is not responsible for any costs incurred by respondents in preparing responses or

attending meetings during the selection process.

The Issuer reserves the right to retain all responses and information submitted and to use in the Bond issue any idea

or concept contained in any submitted information, regardless of whether that firm is selected. Submittal of a

response indicates acceptance by the respondent of all of these terms and conditions.

The Issuer will use the following criteria in evaluating the responses and making its subsequent selection:

Experience of the firm’s primary staff representatives in structuring and marketing comparable obligations;

Structuring options that will best fit the Issuer’s financing goals;

Issuer’s judgment of the firm best able to market the Bonds to achieve its goals;

Firm’s participation in the Issuer’s recent competitive sales; and

Cost.


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The Issuer will evaluate the responses, and then potentially conduct interviews. Following the interviews,

the Issuer will first rank the firms in priority order without consideration of cost. The Issuer will then review

the proposed fees to determine the compensation range of top-ranked firms. The Issuer will then attempt to

reach an agreement and enter into a contract with its first-ranked firm. If this is not possible, the Issuer will

proceed to its second-ranked firm in the same manner, and then, if necessary, with other ranked firms.

Delivery of NON

Your response must include Attachment 3, the signature page, and be delivered as follows:

A respondent must submit a complete copy of its response on the Unified Government’s e-procurement site which can be accessed at; https://purchasing.wycokck.org/eProcurement OR one (1) copy of the complete response can be submitted on a flash drive in Word Format or PDF To:

Department of Procurement & Contract Compliance 701 North 7th Street, Suite 649

Kansas City, Kansas 66101-3064

Day, Date and Time Proposal is due: October 28, 2014 no later than 4:00 PM, Central Time

Written Questions on the NON and Contact with the Issuer

All questions regarding this NON should be in writing and sent via email to:

Kelly P. Regan cc: David MacGillivray, Chairman

Unified Government of Wyandotte County/Kansas City, Kansas Springsted Incorporated

[email protected] [email protected]

Prohibition Against Contact

Respondents shall not contact any Issuer staff person, elected official, or professional advisors during the solicitation

process unless specifically directed to do so. The Issuer reserves the right to reject the response of any respondent

failing to comply with this provision, and any such respondent shall bear the risk of receipt of misinformation that

could result. All questions received and their answers will be provided in writing to each firm known to be in receipt of

this NON in accordance with the calendar stated below.

Representatives of any firm contacting Issuer officials without prior approval may be excluded from any further

consideration for selection.

https://purchasing.wycokck.org/eProcurement

mailto:[email protected]

mailto:[email protected]


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Underwriter Selection Calendar

The following timeline is anticipated for the selection process:

Date Event

October 10, 2014 Distribution of NON.

October 16, 2014 Last day for respondents to submit written questions.

October 17, 2014 Final day responses to questions will be provided.

October 28, 2014 Written proposals are due before 4:00 p.m. CT.

Week of October 29-31, 2014 Unified Government evaluation of proposals.

Completed by November 14, 2014 Interviews (if needed) and selection.


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Required Contractual Terms and Conditions

The following terms and conditions must be agreed to by the selected firm and are hereby made a part of the contract entered into between the Unified Government and the selected firm, unless specifically modified in writing:

Agreement with Kansas Law

This agreement is subject to and shall be governed by, and shall be construed according to the laws of the State of Kansas

Kansas Cash Basis Law

This Agreement is subject to the Kansas Cash Basis Law, K.S.A. 10-1101. Any automatic renewal of the terms of the Agreement shall create no legal obligation on the part of the Unified Government. The Unified Government 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 the Unified Government's current budget year or (b) funds made available from any lawfully operated revenue producing source.

Payment of Taxes

The Unified Government shall not be responsible for, nor indemnify the selected firm for any federal, state, or local taxes which may be imposed or levied upon the subject matter of this Agreement. The selected firm shall pay the Unified Government occupation tax prior to execution of the Agreement.

Disclaimer of Liability

The Unified Government shall not hold harmless or indemnify the selected firm for any liability whatsoever.

Anti-Discrimination Requirements

During the performance of this Agreement, the selected firm agrees as follows: The selected firm will not discriminate against any employee or applicant for employment because of race, religion, color, sex, disability, age, national origin, or ancestry. The selected firm will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, religion, color, sex, disability, age, national origin or ancestry. Such action shall include, but not be limited to, the following: Employment, upgrading, demotion, or transfer; the recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and, selection for training, including apprenticeship. The selected firm agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Unified Government, setting forth the provisions of this nondiscrimination clause. The selected firm will, in all solicitations or advertisements for employees placed by or on behalf of the selected firm; state that all qualified applicants will receive consideration for employment without regard to race, religion, color, sex, disability, age, national origin, or ancestry.


Page 14

The selected firm will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement so that such provisions shall apply to contracts or subcontracts for standard commercial supplies or raw materials. The selected firm shall assure that it and all subcontractors will implement the certificate of compliance in connection with this Agreement. If the selected firm shall fail, refuse, or neglect to comply with the terms of these contractual conditions, such failure shall be deemed a total breach of the contract and such Agreement may be terminated, canceled, or suspended, in whole or in part, and the selected firm may be declared ineligible for any further Unified Government contracts for a period of up to one year. Provided that if an Agreement is terminated, canceled, or suspended for failure to comply with this section, the selected firm shall have no claims for damages against the Unified Government on account of such termination, cancellation, or suspension or declaration of ineligibility. The selected firm shall assure that it is in compliance with and shall maintain sufficient records to document that, under all aspects of this Agreement, it has acted in a manner which is in full compliance with all applicable sections of the Equal Employment Section of this Agreement, and the following, as applicable: Title Vl of the Civil Rights Act of 1964 (as amended) (42 USCS '2000d et seq.); Title VII of the Civil Rights Act of 1964 (42 USCS '2000e et seq.); Title VIII of the Civil Rights Act of 1968 (42 USCS '3601 et seq.); the Americans with Disabilities Act of 1990, 42 U.S.C. '12101, and amendments thereto; the Kansas Act Against Discrimination, K.S.A. '44-1001 through 1004 (1992 Supp.) and amendments thereto; Chapter 11 of the Procurement Code and Regulations of the Unified Government of Wyandotte County/Kansas City, Kansas, and amendments thereto; and, '18-86 and 87 of the 1988 Code of Ordinances of the Unified Government of Wyandotte County/Kansas City, Kansas, and amendments thereto. Such records shall at all times remain open to inspection by an individual designated by the Unified Government for such purpose. The selected firm and the Unified Government, in carrying out this Agreement, shall also comply with all other applicable existing federal, state and local laws relative to equal opportunity and nondiscrimination, all of which are incorporated by reference and made a part of this Agreement. The selected firm will be required to conform to Equal Employment Opportunity and Affirmative Action requirements prior to the execution of this Contract.

Termination for Default

If the selected firm refuses or fails to perform any of the provisions of this Agreement with such diligence as will ensure its completion within the time specified in this Agreement, or any extension thereof, or commits any other substantial breach of this Agreement, the Procurement Officer may notify the selected firm in writing of the delay or nonperformance and, if not cured in ten days or any longer time specified in writing by the Procurement Officer, such officer may terminate the selected firm 's rights to proceed with the Agreement or such part of the Agreement as to which there has been delay or a failure to properly perform.


Page 15

The Unified Government shall pay the selected firm the costs and expenses and reasonable profit for services performed by the selected firm prior to receipt of the notice of termination; however, the Unified Government may withhold from amounts due the selected firm such sums as the Procurement Officer deems to be necessary to protect the Unified Government against toss caused by the selected firm because of the default. Except with respect to defaults of subcontractors, the selected firm shall not be in default by reason of any failure in performance of this Agreement in accordance with its terms if the selected firm has notified the Procurement Officer within 15 days of the cause of the delay and the failure arises out of causes such as acts of God, acts of the public enemy, act of the Unified Government and any other governmental entity in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, or other labor disputes. If the failure to perform is caused by the failure of a subcontractor to perform or to make progress, and if such failure arises out of causes similar to those set forth above, the selected firm shall not be deemed to be in default, unless the services to be furnished by the subcontractor were reasonably obtainable from other sources in sufficient time to permit the selected firm to meet the contract requirements Upon request of the selected firm, the Procurement Officer shall ascertain the facts and extent of such failure, and, if such officer determines that any failure to perform was occasioned by any one or more of the excusable causes, and that, but for the excusable cause, the selected firm 's progress and performance would have met the terms of the Agreement, the time for completion of the Agreement shall be revised accordingly. If, after notice of termination of the selected firm's right to proceed under the provisions of this clause, it is determined for any reason that the selected firm was not in default under the provisions of this clause, and both the Unified Government and the selected firm agree, the rights and obligations of the parties shall be the same as if the notice of termination had not been issued. The following acts committed by the selected firm will constitute a substantial breach of the Agreement and may result in termination of the Agreement:

If the selected firm is adjudged bankrupt or insolvent;

If the selected firm makes a general assignment for the benefit of his creditors;

If a trustee or receiver is appointed for the selected firm or any of his property;

If the selected firm files a petition to take advantage of any debtor's act or to reorganize under bankruptcy or applicable laws;

If the selected firm repeatedly fails to supply sufficient services;

If the selected firm disregards the authority of the Procurement Officer;

Acts other than those specified may constitute substantial breach of this Agreement.

Termination for Convenience

The Procurement Officer may, when the interests of the Unified Government so require, terminate this contract in whole or in part, for the convenience of the Unified Government.


Page 16

The Procurement Officer shall give written notice of the termination to the selected firm specifying the part of the contract terminated and when termination becomes effective. The selected firm shall incur no further obligations in connection with the terminated work and on the date set in the notice of termination the selected firm will stop work to the extent specified. The Procurement Officer shall pay the selected firm the following amounts: All costs and expenses incurred by the selected firm for work accepted by the Unified Government prior to the selected firm 's receipt of the notice of termination, plus a reasonable profit for said work. All costs and expenses incurred by the selected firm for work not yet accepted by the Unified Government but performed by the selected firm prior to receipt of the notice of termination, plus a reasonable profit for said work. Anticipatory profit for work and services not performed by the selected firm shall not be allowed.

Disputes

All controversies between the Unified Government and the selected firm which arise under, or are by virtue of, this Agreement and which are not resolved by mutual agreement, shall be decided by the Procurement Officer in writing, within 30 days after a written request by the selected firm for a final decision concerning the controversy; provided, however, that if the Procurement Officer does not issue a written decision within 30 days after written request for a final decision, or within such longer period as may be agreed upon by the parties, then the selected firm may proceed as if an adverse decision had been received. The Procurement Officer shall immediately furnish a copy of the decision to the selected firm by certified mail, return receipt requested, or by any other method that provides evidence of receipt. Any such decision shall be final and conclusive, unless fraudulent, or the selected firm brings an action seeking judicial review of the decision in the Wyandotte County District Court. The selected firm shall comply with any decision of the Procurement Officer and proceed diligently with performance of this Agreement pending final resolution by the Wyandotte County District Court of any controversy arising under, or by virtue of, this Agreement, except where there has been a material breach of the Agreement by the Unified Government; provided, however, that in any event the selected firm shall proceed diligently with the performance of the Agreement where the Purchasing Director has made a written determination that continuation of work under the contract is essential to the public health and safety Notwithstanding any language to the contrary, no interpretation shall be allowed to find the Unified Government has agreed to binding arbitration, or the payment of damages or penalties upon the occurrence of any contingency. Further, the Unified Government shall not agree to pay attorney fees and late payment charges.


Page 17

Representations

The selected firm makes the following representations: The price submitted is independently arrived at without collusion. It has not knowingly influenced and promises that it will not knowingly influence a Unified Government employee or former Unified Government employee to breach any of the ethical standards set forth in Article 12 of the Procurement Regulations. It has not violated, and is not violating, and promises that it will not violate the prohibition against gratuities and kickbacks set forth in Section 29-635 (Gratuities and Kickbacks) of the Procurement Code. It has not retained and will not retain a person to solicit or secure a Unified Government contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except for retention of bona fide employees or bona fide established commercial selling agencies for the purpose of securing business.

Ownership of Materials

All property rights, including publication rights, in all interim, draft, and final reports and other documentation, including machine-readable media, produced by the selected firm in connection with the work pursuant to this Agreement, shall be in the Unified Government.

Availability of Records and Audit

The selected firm agrees to maintain books, records, documents, and other evidence pertaining to the costs and expenses of the services provided under the Agreement (hereinafter collectively called "records") to the extent and in such detail as will properly reflect all net costs, direct and indirect, of labor, materials, equipment, supplies, and services, and other costs and expenses of whatever nature for which reimbursement is claimed under the provisions of this Agreement. The selected firm agrees to make available at the offices of the Unified Government at all times during the period set forth in the Request for Proposals any of the records for inspection, audit, or reproduction by any authorized representative of the Unified Government. Except for documentary evidence delivered to the offices of the Unified Government, the selected firm shall preserve and make available to persons designated by the Unified Government his records for a period of three years from the date of final payment under the Agreement or until all audit questions have been resolved, whichever period of time is longer.

Assignment

Neither the selected firm nor the Unified Government shall sell, transfer, assign, or otherwise dispose of any rights or obligations created by the Contract Documents or any portion thereof without the written consent of the other party.

No Limit of Liability

Nothing in this Agreement shall be construed to limit the selected firm’s liability to the Unified Government as such liability may exist by or under operation of law.


Page 18

Indemnification

The selected firm shall indemnify, defend, and hold the Unified Government of Wyandotte County/Kansas City, Kansas harmless from and against all claims, losses, damages, or costs arising from or in any way related to the selected firm's breach of the foregoing warranties. This indemnification shall not be subject to any limitations of remedies or warranties which are contained in this or any other agreement and shall survive termination of this or any other agreement between the parties hereto or thereto.

Insurance

Within ten (10) consecutive calendar days of award of contract, Successful Respondent must furnish the City with the Certificates of Insurance proving coverage as specified in the specifications and naming Unified Government of Wyandotte County its officers and agents, Additional Insured by endorsement. Failure to furnish the required certificates within the time allowed may result breach of the contract. Unless different requirements are called out elsewhere in the NONs general insurance requirements are:

1. Commercial General Liability Insurance, including coverage for Premises and Operations,

Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, and Independent Contractor’s Liability, in an amount not less than $1,000,000 per occurrence, $2,000,000 annual aggregate, written on an occurrence form. Such insurance shall be written on a primary basis (i.e., without a self-insured retention), but may include a deductible of not more than $10,000 per occurrence, provided that such deductible is disclosed to Unified Government of Wyandotte County, in writing, at the inception of the contract..

2. Comprehensive Automobile Liability Coverage including - as applicable - owned, non-owned, and hired autos, in an amount not less than $1,000,000 per occurrence, combined single limit, written on an occurrence form.

3. Workers' Compensation Insurance: as required by State statutes.

4. Professional Liability Insurance in an amount not less than $1,000,000 per claim, and CONSULTANT shall maintain such coverage for at least four (4) years from the termination of the contract. Such insurance shall be written on a primary basis (i.e., without a self-insured retention), but may include a deductible of not more than $10,000 per claim, provided that such deductible is disclosed to Unified Government of Wyandotte County in writing, at the inception of the contract.

5. Unified Government of Wyandotte County to be named as an Additional Insured on the above-captioned insurance coverage’s as respects Unified Government of Wyandotte County interests under this agreement. This is to be complied with by presenting an appropriate insurance certificate to the City prior to commencement of work under this agreement; and by presenting to Unified Government of Wyandotte County an endorsement to the policy signed by an officer of the insurance company within ten (10) days of the inception date of this agreement.

6. All policies of insurance shall provide for a minimum of thirty (30) days written notice of any change or cancellation of the policy.

7. Insurance policies to be in a form ad written through companies acceptable to Unified Government of Wyandotte County; and shall include those endorsements which are necessary to extend coverage which is appropriate to the nature of the agreement.


Page 19

Attachments

1. Executive Summary of Proposed Development Agreement

The Executive Summary of draft terms for the proposed Development Agreement was presented by staff to

the Unified Government Economic Development and Finance Standing Committee on September 29, 2014 for

discussion. Final review and approval of the Development Agreement by the Unified Government

Commission is expected by October 30, 2014.

2. Maps of the Village West Development and the Expanded Vacation Village District

3. Signature Page

Attachment 1 Executive Summary

of Development Agreement


Page 2

Attachment 2 Maps of the Village West Development and

the Expanded Vacation Village District

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DATE REVISION

Original Preparation

BY

SUITE 200OVERLAND PARK, KS 66213

7301 WEST 133RD STREET

913-381-1170

CONSULTING ENGINEERSOLSSON ASSOCIATES

913-381-1174 (FAX)

R

PROJECT AREA 1

PROJECT AREA 2

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COLOR KEY LEGEND

PROJECT AREA 5

llevin

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Vacation Village Star District

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U.S. Soccer Training Facility and Tournament Fields

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DATE REVISION

Original Preparation

BY

SUITE 200OVERLAND PARK, KS 66213

7301 WEST 133RD STREET

913-381-1170

CONSULTING ENGINEERSOLSSON ASSOCIATES

913-381-1174 (FAX)

R

PROJECT AREA 1

PROJECT AREA 2

PROJECT AREA 3

PROJECT AREA 4

COLOR KEY LEGEND

PROJECT AREA 5


Page 3

Attachment 3 Signature Page

Attachment 3

SIGNATURES

By submission of this response, the undersigned certifies that the Respondent has the full authority to execute the

services and to execute any resulting contract awarded as the result of, or on the basis of, the response.

I hereby certify that the attached response has been prepared in compliance with the specifications.

Authorized Representative:

Signature:

Title:

Address:

City:

State:

Zip:

Phone:

Fax:

E-Mail: