Board Meeting Minutes Tax Increment Financing Commission City of Kansas City, Missouri

Board Meeting Minutes Tax Increment Financing Commission City of Kansas City, Missouri DATE: January 11, 2017 TIME: 8:30 a.m. PLACE: Economic Development Corporation Board Room, 4th Floor 1100 Walnut Kansas City, Missouri PRESENT: Cindy Circo Darren Hennen Estella Morales Troy Nash Jason Parson Randy Landes Kerrie Tyndall TAXING DIST: Jim Malle, Jackson County Debbie Siragusa, Jackson County, other (via teleconference) Kevin Masters, Kansas City School District Paul Harrell, North Kansas City School District Jerry Nolte, Clay County Ted Graves, Clay County Frank Offutt, Platte County Jim Staley, Mid Continent Library, other ABSENT: Jeffrey Williams Calvin Williford, Jackson County Scott Jacoby, Jackson County Shana Long, Kansas City School District Freddie Nichols, Clay County, other Mike Reik, Platte R-III School District Angie Hughes, Platte R-III School District Paul Kelly, Park Hill School District Jeanette Cowherd, Park Hill School District Steve Anderson, Liberty School District Angie Reed, Liberty School District Terry Ward, North Kansas City School District Allan Markley, Raytown School District Steve Shelton, Raytown School District Dennis Carpenter, Hickman Mills School District Darrell Curls, Hickman Mills School District {File: EDCKC/60/ADM/ADMST/99/00192100.DOC /} Sharon Nibbelink, Center School District Michael Weishaar, Center School District STAFF/GUESTS: Heather Brown, EDC Bob Langenkamp, EDC Greg Flisram, EDC Bob Long, EDC Cathleen Flournoy, EDC Sandra Rayford, EDC Jennifer Brockman, EDC Steve Reynolds, EDC Michael Keenan, Cochran Head Wesley Fields, Bryan Cave Herb Hardwick, Hardwick Law Steve Sparks, Bryan Cave Jim Lawrence, Bryan Cave Dan Bagunu, KCMO Steve Walsh, City Attorney’s Office Kellee Madinger, White Goss Mark Pomerenke, NorthPoint John McGurk, Polsinelli Dan Osman, Osman Consulting Jim Noland Stern Brothers ADMINISTRATIVE TIF COMMISSION AGENDA ITEMS Responding to the roll call for the Administrative TIFC, thus constituting a quorum, were the following Board members: Cindy Circo, Darren Hennen, Estella Morales, Troy Nash, Kerrie Tyndall, Randy Landes, Jim Malle (Jackson County), Jerry Nolte (Clay County), Paul Harrell (North Kansas City School District), and Kevin Masters (Kansas City School District). Absent were: Jason Parson, Jeffrey Williams, Calvin Williford (Jackson County), and Scott Jacoby (Jackson County). 1. Consideration of acceptance of the Administrative TIFC Minutes, and other matters related thereto. Minutes of the December 14, 2016 Administrative TIFC meeting were included for the Commission’s review prior to the meeting. Action taken: ACCEPT THE DECEMBER 14, 2016 ADMINISTRATIVE TIFC MINUTES AS PRESENTED. MOTION MADE BY MS. MORALES, SECONDED BY MR. NASH AND CARRIED UNANIMOUSLY. 2. Economic Activity Taxes: Consideration of the Economic Activity Taxes Report, and other matters related thereto. {File: EDCKC/60/ADM/ADMST/99/00192100.DOC /} 2 The most current Economic Activity Taxes Report was included for the Commission’s review prior to the meeting: • Ordinance 010710 Report • EAT’s Report Action taken: NONE; INFORMATION ONLY. 3. Affirmative Action and Contract Compliance Subcommittee Reports: Consideration of acceptance of the Affirmative Action and Contract Compliance Reports, and other matters related thereto. The Affirmative Action/Contract Compliance Subcommittee met on Monday, January 9, 2017 at the offices of the Economic Development Corporation. In attendance were Subcommittee members Commissioners Shana Long (telephone conference), Jeffrey Williams, and Estella Morales, presiding. Also in attendance were staff Heather Brown and Sandra L. Rayford, and legal counsel to TIF Herbert Hardwick and Wesley Fields, and Human Relations staff Andrea Dorch. The Subcommittee met in Executive Session one hour prior to the regular meeting to discuss privileged communications. At 3:40 p.m. the regular meeting began with the approval of a Certificate of Completion and Compliance for the 811 Main TIF Plan/Commerce Bank Project. November 2016 MBE/WBE Reports – Ms. Dorch reviewed with the Subcommittee a brief narrative report of MBE/WBE utilization and workforce utilization on TIF Projects. She also provided a spreadsheet of MBE/WBE expenditure activity through November 2016. A copy of the reports presented were included in the board packet for review. Proposed Uniform Affirmative Action Policy Update - The Subcommittee reviewed the proposed Uniform Affirmative Action Policy and discussed possible modifications to the proposed Policy. Legal counsels and Ms. Dorch would further revise the Policy and return a modified version to the Subcommittee for consideration. The next Subcommittee meeting was scheduled for Monday, January 30, 2017 at 3:30 p.m. Action taken: NONE; INFORMATION ONLY 4. Governance, Finance and Audit Subcommittee: Consideration of Governance, Finance and Audit Reports, and other matters related thereto. Darren Hennen stated that the Governance, Finance and Audit Subcommittee met on January 10, 2017 to consider the following items: Michael Keenan, Cochran Head, reviewed the monthly financials and answered questions of the Commissioners. {File: EDCKC/60/ADM/ADMST/99/00192100.DOC /} 3 Action taken: ACCEPT THE FINANCIAL REPORT. MOTION MADE BY MR. HENNEN, SECONDED BY MR. HARRELL AND CARRIED UNANIMOUSLY. Commissioner Hennen stated that the TIF accounting and financial program was currently operating under parallel systems in tandem and would be monitored for a month. Additionally, the Universal TIF question submitted by Commissioner Masters in December was being researched. Heather Brown reviewed the TIF reporting and disclosure requirements schedule which was included in the Board packet for review. Action taken: NONE; INFORMATION ONLY. 5. Administrative: Consideration of approval of an amendment to the Bond Disbursement Policy, and other matters related thereto. Heather Brown stated that changing the signatories as presented was more logical. On February 11, 2004, the Commission approved a Bond Issuance and Disbursement Policy, which has been subsequently amended on May 12, 2004 and September 8, 2004. The purpose of the Policy was to outline the procedure and establish internal controls for the payment of costs and expenses related to the issuance of bonds, which are to be financed from Payments in Lieu of Taxes (PILOTS) and Economic Activity Taxes (EATS) (the “Bonds”) and the reimbursement of Redevelopment Costs from the proceeds from the sale of Bonds. The Policy provided, in part, in connection with the issuance of Bonds by an agency/entity other than the TIF Commission that were to be financed with Payments in Lieu of Taxes (PILOTS) and/or Economic Activity Taxes (EATS), the TIF Commission shall not pledge any PILOTS or EATS to service the debt on such Bonds unless and until a copy of the executed Trust Indenture (or similar agreement) had been executed by and among the agency/entity issuing the Bonds and the Trustee and delivered to staff to the TIF Commission which provided: “That Bond Proceeds shall not be paid or disbursed pursuant to the Indenture to the Redeveloper or for Redevelopment Costs unless and until the Trustee received prior to the time of each disbursement documentation evidencing approval of each draw by the TIF Commission and TIF Staff, as follows: (A) a copy of a resolution duly adopted by the TIF Commission (the “TIF Resolution”), which sets forth: (i) the amount of Redevelopment Costs previously certified by the TIF Commission and (ii) the amount of Redevelopment Costs certified by the TIF Commission which may be then reimbursed or paid from Bond Proceeds and (B) a written acknowledgment approving the disbursement request executed by the TIF Manager, EDC Controller and an EDC Financial Administrative officer.” As a result of the recent transfer of accounting and financial reporting responsibilities from the EDC to the City, staff to the Commission recommended that the above referenced section be modified such that written acknowledgement approving the disbursement request be {File: EDCKC/60/ADM/ADMST/99/00192100.DOC /} 4 executed by either the Executive Director of the TIF Commission or the Chair of the TIF Commission, as opposed to the TIF Manager, EDC Controller and the EDC Financial Administrative officer. Attached as Exhibit 5 was a revised Bond Issuance and Disbursement Policy, which modified the aforementioned section to read: That Bond Proceeds shall not be paid or disbursed pursuant to the Indenture to the Redeveloper or for Redevelopment Costs unless and until the Trustee receives prior to the time of each disbursement documentation evidencing approval of each draw by the TIF Commission and TIF Staff, as follows: (A) a copy of a resolution duly adopted by the TIF Commission (the “TIF Resolution”), which sets forth: (i) the amount of Redevelopment Costs previously certified by the TIF Commission and (ii) the amount of Redevelopment Costs certified by the TIF Commission which may be then reimbursed or paid from Bond Proceeds and (B) a written acknowledgment approving the disbursement request executed by the Executive Director of the TIF Commission or the Chair of the TIF Commission.” Commissioner Hennen stated that the policy had been reviewed and was recommended by the Governance, Finance & Audit Subcommittee. Action taken: APPROVE THE MODIFIED BOND ISSUANCE AND DISBURSEMENT POLICY AS PRESENTED. MOTION MADE BY MR. HENNEN, SECONDED BY MR. NASH AND CARRIED UNANIMOUSLY (RES 1-1- 17). 6. Housing Subcommittee: Consideration of the Housing Report,

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