ORDINANCE NO. 010770

Repealing Committee Substitute for Ordinance No. 010366; authorizing and approving the issuance of Taxable Leasehold Revenue Bonds (Kemper Garage Project), Series 2001 in the principal amount not to exceed $16,000,000.00, to provide funds to finance certain project costs; authorizing the execution of a letter agreement with Butler Manufacturing Company, and the Planned Industrial Expansion Authority of Kansas City, Missouri, regarding a charitable contribution for the project; authorizing the conveyance of certain real property in connection with the project; directing the City Clerk to record the deed; and approving certain other documents and authorizing the City to take certain other actions in connection with the issuance of said Bond.

WHEREAS, the City of Kansas City, Missouri, a constitutional charter city and municipal corporation of the State of Missouri (the "City") does now find and determine that it is desirable for the improvement of the economic welfare and development of the City, and its people, and that it is within its authority and for a public purpose, that the City request the Planned Industrial Expansion Authority of Kansas City, Missouri (the Authority) to issue bonds for the purpose of financing the hereinafter described project; and

WHEREAS, the Authority is authorized and empowered under the provisions of the Planned Industrial Expansion Act, Sections 100.300 to 100.620, inclusive of the Missouri Revised Statutes, as amended (the Act), to purchase, construct, extend and improve certain projects (as defined in the Act) for the purposes set forth in the Act and to issue revenue bonds for the purpose of providing funds to pay the costs of such projects, and to lease or sell such projects to others upon such terms and conditions as the Authority shall deem advisable; and

WHEREAS, the Authority and the City have approved the Central Industrial District Development Plan pursuant to the Act; and

WHEREAS, the City has requested that the Authority (i) approve a project to be located in Kansas City in Jackson County, Missouri, consisting of the acquisition, construction and equipping of a multi-story parking garage located in the vicinity of 16th and Gennessee, (the Project), (ii) issue its taxable leasehold revenue bonds in a principal amount not to exceed $16,000,000.00 to provide funds to pay the costs of the Project, and (iii) lease the Project to the City, all in accordance with and pursuant to the Act; and

WHEREAS, the Authority has agreed to finance the costs of purchasing, constructing and equipping the Project by the issuance of its taxable leasehold revenue bonds in one or more series under the Act in a principal amount not to exceed $16,000,000.00 (the Bonds), said Bonds to be payable solely out of payments, revenues and receipts derived by the Authority pursuant to a lease agreement for the Project with the City and other parking revenues generated from the Project; and

WHEREAS, the Council finds and determines that it is necessary and desirable in connection with the issuance of the Bonds that the City take certain other actions and approve the execution of certain other documents as herein provided including the conveyance of certain real property to the Authority for use in the Project; and

WHEREAS, the Council previously passed Committee Substitute for Ordinance No. 010366 authorizing the Bonds; however, the principal amount of the Bonds was incorrectly stated at an amount not to exceed $15,000,000.00; NOW, THEREFORE,

BE IT ORDAINED BY THE COUNCIL OF KANSAS CITY:

Section 1. That Committee Substitute for Ordinance No. 010366 is repealed.

Section 2. The City is hereby authorized to enter into the following documents, in substantially the forms presented to and reviewed by the City Council at this meeting (copies of which documents shall be filed in the records of the City), with such changes therein as shall be approved by the officers of the City executing such documents, such officers' signatures thereon being conclusive evidence of their approval thereof:

(a) Lease Agreement (the "Lease Agreement"), between the Authority and the City, dated as of the date set forth therein, under which the Authority will make the proceeds from the sale of the Bonds available to the City for the purposes herein described in consideration of payments which, subject to annual appropriation by the City, will be sufficient to pay the principal of, redemption premium, if any, and interest on the Bonds as set forth in the Lease Agreement.

(b) Continuing Disclosure Agreement of the City related to the disclosure requirements of Rule 15c2-12 of the Securities and Exchange Commission.

Section 3. The Preliminary Official Statement in substantially the form presented to and reviewed by the City Council at this meeting (copies of which shall be filed in the records of the City), and the final Official Statement, 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, and the public distribution of the same are hereby approved for use in connection with the sale of the Bonds. For the purpose of enabling the purchaser of the Bonds to comply with the requirements of Rule 15c2-12(b)(1) of the Securities and Exchange Commission, the City deems the information relating to the City and the Project 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 City are hereby authorized, if requested, to provide the purchaser 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 purchaser to comply with the requirements of such Rule.

Section 4. The Citys Director of Finance or other officer of the City at any time charged with the responsibility of formulating budget proposals shall include in the budget proposals submitted to the City Council, in each fiscal year in which the Lease Agreement shall be in effect, an appropriation for all payments required under the Lease Agreement for the ensuing fiscal year; it being the intention of the City that the decision to appropriate or not to appropriate under the Lease Agreement shall be made solely by the City Council and not by any other official of the City. The City intends to budget or appropriate funds to make Rental Payments (as defined in the Lease Agreement) and to pay the Rental Payments in accordance with the Lease Agreement from all legally available revenue sources. The City reasonably believes that legally available funds in an amount sufficient to make all Rental Payments during each fiscal year can be obtained. The City further intends to do all things lawfully within its power to obtain and maintain funds from all legally available revenue sources from which the Rental Payments may be made, including making provision for such Rental Payments to the extent necessary in each proposed annual budget submitted for approval in accordance with applicable procedures of the City and to exhaust all available reviews and appeals in the event such portion of the budget is not approved. The Citys Director of Finance is directed to do all things lawfully within his power to obtain and maintain funds from all legally available revenue sources from which the Rental Payments may be paid, including making provision for such Rental Payments to the extent necessary in each proposed annual budget submitted for approval or by supplemental appropriation in accordance with applicable procedures of the City and to exhaust all available reviews and appeals in the event such portion of the budget or supplemental appropriation is not approved. Notwithstanding the foregoing, the decision to budget and appropriate funds is to be made in accordance with the Citys normal procedures for such decisions.

Section 5. The Director of Finance is hereby authorized and directed to execute and deliver the City Documents on behalf of the City. The Director of Finance is hereby authorized and directed to execute and deliver such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance for and on behalf of and as the act and deed of the City. The City Clerk is hereby authorized and directed to attest to each of said documents and to record the same as appropriate, and to execute or attest 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 6. That the Director of Finance is authorized to execute a letter agreement with Butler Manufacturing Company and the Planned Industrial Expansion Authority of Kansas City, Missouri, stating the Citys intention regarding Butlers charitable contribution, subject to the appropriation of funds for this purpose.

Section 7. That the Director of Finance is authorized to execute a deed conveying the following described property to the Authority:

A tract of land being a part of the Northwest Quarter of Fractional Section 7, Township 49 North, Range 33 West of the Fifth Principal Meridian in Kansas City, Jackson County, Missouri, according to an official plat of said land filed in the District Land Office in St. Louis, Missouri, dated July 31, 1862, being more particularly described as follows:

NOTE: Bearings stated in the following description are oriented to Grid North, Missouri State Plane Coordinate System, West Zone, North American Datum 1983.

Commencing at the northwest corner of said Fractional Section 7, said point being on the Kansas/Missouri state line; thence South 00E17'16" East, 30.02 feet, along the west line of said Fractional Section 7 and said state line, to the point of beginning; thence South 87E26'22" East, 306.00 feet, along a line 30.0 feet from and parallel with the north line of said Fractional Section 7; thence South 02E33'38" West, 39.97 feet to a point on the northerly right of way line of American Royal Drive, as now established; thence South 79E41'38" West, 0.47 feet, along said northerly right of way line, to the beginning of a curve concave to the southeast having a radius of 377.03 feet; thence southerly 467.62 feet, along said northerly right of way and said curve to the left, tangent with the last described course, having a chord distance of 438.22 feet and a chord bearing of South 44E09'47" West, to a point on the west line of said Fractional 7 and the Kansas/Missouri state line; thence North 00E17'16" East, 368.04 feet, along said west line and said state line, to the point of beginning of the tract herein described, containing 41,108 square feet or 0.9437 acres. Subject to all easements and restrictions of record.

and the City Clerk is authorized and directed to record the deed with the appropriate County official.

Section 8. The City shall, and the officers, agents and employees of the City are hereby authorized and directed to, take such further action, and execute such other documents, certificates and instruments, including any required agreements or documentation, as may be necessary or desirable to carry out and comply with the intent of this Ordinance and to comply with and perform the duties of the City with respect to the City Documents.

Section 9. This Ordinance shall take effect and be in full force ten days after its adoption by the City Council of the City.

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Approved as to form and legality:

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Assistant City Attorney