COMMITTEE SUBSTITUTE FOR ORDINANCE NO. 080636

Approving the issuance by the City of Kansas City Missouri of its special obligation refunding bonds in several series to refund certain bonds previously issued to finance the Kansas City Downtown Arena Project, H. Roe Bartle Convention Center Project and Kansas City Downtown Redevelopment District Project; and approving and authorizing certain documents and actions relating to the issuance of the Bonds.

WHEREAS, the City is authorized under its charter to issue its notes, bonds or other obligations in evidence thereof; and

WHEREAS, the City wishes to issue its special obligation refunding bonds to provide funds to pay the costs of (i) refunding on a current basis the $184,435,000.00 Variable Rate Demand Tax-Exempt Revenue Bonds (Kansas City Downtown Arena Project) Series 2005C (the Series 2005C Arena Bonds), $18,765,000.00 Variable Rate Demand Taxable Revenue Bonds (Kansas City Downtown Arena Project) Series 2005D (the Series 2005D Arena Bonds), and $30,000,000.00 principal amount of Variable Rate Demand Tax-Exempt Revenue Bonds (Kansas City Downtown Arena Project) Series 2006E (the Series 2006E Arena Bonds and collectively the Prior Arena Bonds) issued by The Industrial Development Authority of the City of Kansas City, Missouri (the Authority) to finance the costs of the Citys Kansas City Downtown Arena Project, (ii) refunding on a current basis the $80,885,000.00 Leasehold Improvement Revenue Bonds (H. Roe Bartle Convention Center Project), Series 2004A (the Series 2004A Bartle Hall Bonds) and $20,610,000.00 Leasehold Refunding Revenue Bonds (H. Roe Bartle Convention Center Project) Series 2005 (the Series 2005 Bartle Hall Bonds and collectively the Prior Bartle Hall Bonds) issued by the Kansas City Municipal Assistance Corporation (the Corporation) to finance a portion of the costs of the Citys H. Roe Bartle  Convention Center Project, and (iii) refunding on a current basis the $64,985,000.00 Variable Rate Demand Tax‑Exempt Revenue Bonds (Kansas City Downtown Redevelopment District) Series 2005B (the Series 2005B KC Live Bonds), $69,500,000.00 Variable Rate Demand Tax‑Exempt Revenue Bonds (Kansas City Downtown Redevelopment District), Series 2006A (the Series 2006A KC Live Bonds) and $45,500,000.00 Variable Rate Demand Tax‑Exempt Revenue Bonds (Kansas City Downtown Redevelopment District) Series 2006B (the Series 2006B KC Live Bonds and collectively the Prior KC Live Bonds) issued by the Authority to finance the costs of the Citys Kansas City Downtown Redevelopment Project; and

WHEREAS, the City proposes to issue its Series 2008C Bonds and taxable Series 2008D Bonds (or such other series designations as the Acting Director of Finance shall determine) (the Refunding Arena Bonds) pursuant to an indenture of trust (the Arena Indenture) by and between the City and Commerce Bank, N.A., as trustee (the "Arena Bonds Trustee"), in the aggregate principal amount not to exceed $250,000,000.00, to provide funds to refund all Outstanding Prior Arena Bonds and to fund certain costs of issuance of the Refunding Arena Bonds; and

WHEREAS, the City proposes to issue its Series 2008E Bonds and Series 2008F Bonds (or such other series designations as the Acting Director of Finance shall determine) (the Refunding Bartle Hall Bonds) pursuant to an indenture of trust (the Bartle Hall Indenture) by and between the City and Wells Fargo Bank, N.A., as trustee (the "Bartle Hall Bonds Trustee"), in the aggregate principal amount not to exceed $103,500,000.00, to provide funds to refund all Outstanding Prior Bartle Hall Bonds and to fund certain costs of issuance of the Refunding Bartle Hall Bonds; and

WHEREAS, the City proposes to issue its Series 2008G Bonds and Series 2008H Bonds (or such other series designations as the Acting Director of Finance shall determine) (the Refunding KC Live Bonds) pursuant to an indenture of trust (the KC Live Indenture) by and between the City and UMB Bank, N.A., as trustee (the "KC Live Bonds Trustee"), in the aggregate principal amount not to exceed $183,000,000.00, to provide funds to refund all Outstanding Prior KC Live Bonds and to fund certain costs of issuance of the Refunding KC Live Bonds; and

WHEREAS, the Prior KC Live Bonds and the Prior Bartle Hall Bonds, which were issued as variable rate obligations, will remain variable rate obligations upon refunding, with direct-pay letter of credit support and liquidity support to be provided pursuant to Letters of Credit issued by certain Letter of Credit Providers, those being initially Bank of America, N.A. with respect to the Series 2008E Bonds issued to refund the Series 2004A Bartle Hall Bonds, Dexia Credit Local with respect to the Series 2008F Bonds issued to refund the Series 2005 Bartle Hall Bonds and DEPFA Bank plc with respect to the Refunding KC Live Bonds; a Reimbursement Agreement will be entered into with each Letter of Credit Provider relating to its respective Letter of Credit; and

WHEREAS, the Authority has entered into certain swap agreements relating to the Series 2005B KC Live Bonds and the Series 2006A KC Live Bonds, and the Corporation has entered into certain swap agreements relating to the Series 2004A Bartle Hall Bonds and the Series 2005 Bartle Hall Bonds, which swap agreements will be assigned to the City pursuant to the applicable assignment agreement upon the issuance of the applicable refunding bonds, and which swap agreements may be amended and supplemented upon such assignments to conform to the applicable indentures; and

WHEREAS, in connection with the issuance of the KC Live Bonds, the City and the Tax Increment Financing Commission of Kansas City, Missouri (the Commission) entered into a Cooperative Agreement, the City and the Downtown Economic Stimulus Authority of Kansas City, Missouri (DESA) entered into a Cooperative Agreement and the City and the applicable transportation development district entered into a Cooperative Agreement (collectively, the Cooperative Agreements) which set forth their roles and responsibilities in connection with the Kansas City Downtown Redevelopment Project and payment of debt service on the Prior KC Live Bonds, which Cooperative Agreements may be amended and supplemented upon the issuance of the Refunding KC Live Bonds; and

WHEREAS, in order to enhance the security for the Refunding Arena Bonds, the Refunding Bartle Hall Bonds and/or the Refunding KC Live Bonds (collectively, the Bonds) and achieve a lower cost of borrowing, it may be desirable for the City to arrange for a municipal bond insurance policy, letter of credit or other credit enhancement facility, insuring or guaranteeing the payment of the principal of and interest on the applicable series of Bonds and/or a surety bond or debt service reserve fund policy for any debt service reserve fund, to be issued by a bond insurance company, commercial bank or other financial institution acceptable to the City; and

WHEREAS, the City has found and determined that refinancing of the Projects described above will benefit the citizens of the City; and

WHEREAS, in order to accomplish the foregoing, it is necessary and desirable that the City approve the transactions described in this ordinance and the execution and delivery of the financing documents and certain other matters in connection with the transaction, as herein provided; NOW, THEREFORE,

BE IT ORDAINED BY THE COUNCIL OF KANSAS CITY:

Section 1. Authorization of Bonds; Authorization and Execution of Bond Purchase Agreements and Certificates of Final Terms. The City hereby authorizes the issuance of its Bonds, in more than one series, for the purposes set forth herein. The City authorizes the issuance of the Refunding Arena Bonds in the aggregate principal amount not to exceed $250,000,000.00, for the purpose of providing funds to refund the Prior Arena Bonds and to fund certain costs of issuance of the Refunding Arena Bonds. The City authorizes the issuance of the Refunding Bartle Hall Bonds in the aggregate principal amount not to exceed $103,500,000.00, for the purpose of providing funds to refund the Prior Bartle Hall Bonds and to fund certain costs of issuance of the Refunding Bartle Hall Bonds. The City authorizes the issuance of the Refunding KC Live Bonds in the aggregate principal amount not to exceed $183,000,000.00, for the purpose of providing funds to refund the Prior KC Live Bonds and to fund certain costs of issuance of the Refunding KC Live Bonds. Each series of Bonds shall be dated the date set forth therein, the Series 2008C Bonds shall bear interest at rates initially not to exceed a net interest cost of 6.0%, the Series 2008D Bonds shall bear interest at rates initially not to exceed a net interest cost of 8.0%, and the applicable series of Bonds shall have such other terms and provisions as shall be provided in the applicable indenture of trust and bond purchase agreements approved by the Acting Director of Finance.

The Acting Director of Finance is authorized and directed to approve the purchase price for each series of the Bonds, the principal amounts by maturity, the interest rates, the terms of credit enhancement and the other final terms of each series of the Bonds, including applicable redemption provisions, subject to the limitations set forth in this Section, and in that connection, to execute and deliver, for each of the Refunding Arena Bonds, Refunding Bartle Hall Bonds and Refunding KC Live Bonds, the Certificate of Final Terms for and on behalf of and as the act and deed of the City, which approval will be conclusively evidenced by the Acting Director of Finances execution of the Certificate of Final Terms. Upon execution, the Certificate of Final Terms will be attached to this Ordinance as Exhibit A-1 (Refunding Arena Bonds), Exhibit A-2 (Refunding Bartle Hall Bonds) and Exhibit A-3 (Refunding KC Live Bonds), as applicable, and the City Clerk is hereby authorized to file each such Certificate of Final Terms with this Ordinance. The City is authorized to enter into a Bond Purchase Agreement for each of such Bonds in accordance with the applicable Certificate of Final Terms. The Acting Director of Finance is authorized to execute the Bond Purchase Agreements for and on behalf of and as the act and deed of the City.

Section 2. Limited Obligations. Each series of the Bonds and the interest thereon shall be special, limited obligations of the City payable solely out of Appropriated Moneys or Appropriated Funds, as applicable (as such terms are defined in the applicable indenture) and moneys in the Funds and Accounts held by the Trustee under the applicable indenture, provided that the Refunding Arena Bonds shall also be payable from Pledged License Fees, the Series 2008D Bonds shall also be payable from Pledged User Fees in addition to said Pledged License Fees, and the Refunding KC Live Bonds shall also be payable from TIF Revenues (as such terms are defined in the applicable indentures), and shall be secured by a transfer, pledge and assignment of and a grant of a security interest in the applicable Trust Estate to the Trustee and in favor of the owners of the applicable Bonds. Each series of Bonds and interest thereon shall not be deemed to constitute a debt or liability of the City within the meaning of any constitutional, statutory or charter limitation or provision, and shall not constitute a pledge of the full faith and credit of the City, but shall be payable solely from the funds provided for in the applicable indenture. The issuance of the Bonds shall not, directly, indirectly or contingently, obligate the City to levy any form of taxation therefor or to make any appropriation for their payment.

Section 3. Authorization and Approval of Financing Documents. The proposed documents relating to the financing (the Financing Documents) are hereby approved in substantially the forms submitted to the City Council, and the Acting Director of Finance is authorized to execute and deliver the Financing Documents with such changes therein and additions thereto as the Acting Director of Finance deems necessary or appropriate.

(a)                Indenture of Trust between the City and the Arena Trustee relating to the Refunding Arena Bonds.

(b)                Indentures of Trust between the City and the Bartle Hall Trustee relating to the Refunding Bartle Hall Bonds.

(c)                Reimbursement Agreement between the City and Bank of America, N.A. relating to the Series 2008E Bonds.

(d)                Reimbursement Agreement between the City and Dexia Credit Local relating to the Series 2008F Bonds.

(e)                Indenture of Trust between the City and the KC Live Trustee relating to the Refunding KC Live Bonds.

(f)                 Reimbursement Agreement between the City and DEPFA Bank plc relating to the Refunding KC Live Bonds.

(g)                Tax Compliance Agreements, each between the City and the applicable Trustee, which set forth certain representations, facts, expectations, terms and conditions relating to the use and investment of the proceeds of the Series 2008C Bonds, the Series 2008E and Series 2008F Bonds, and the Series 2008G and Series 2008H Bonds (collectively, the Tax-Exempt Bonds), to establish and maintain the exclusion of interest on the respective Tax-Exempt Bonds from gross income for federal income tax purposes, and to provide guidance for complying with the arbitrage rebate provisions of 148(f) of the Internal Revenue Code.

(h)                Continuing Disclosure Agreement relating to the Refunding Arena Bonds, under which the City agrees to provide continuing disclosure of certain financial information, operating data and material events, for the benefit of the owners of such Bonds and to assist the Underwriters thereof in complying with Rule 15c2-12 of the Securities and Exchange Commission.

(i)                  Bond Purchase Agreements, each between the City and the applicable Underwriters of the respective Bonds, under which the City agrees to sell and the applicable Underwriters agree to purchase such Bonds, upon such terms and conditions thereof as set in the applicable Bond Purchase Agreement and Certificate of Final Terms, as described in Section 1.

(j)                  Remarketing Agreements, each between the City and the applicable Remarketing Agent, relating to the Refunding KC Live Bonds and the Refunding Bartle Hall Bonds.

(k)                Tender Agent Agreements, each among the City, the applicable Trustee, the applicable Tender Agent and the applicable Remarketing Agent(s), relating to the Refunding KC Live Bonds and the Refunding Bartle Hall Bonds.

(l)                  Assignment Agreements, each among the City, the applicable swap provider and the Commission, the Corporation or the Authority, as applicable.

The City Council further approves the execution and delivery by the City of any documents which may be required in connection with the execution and delivery by the City of the applicable Indenture and issuance of the applicable series of Bonds, documents relating to the remarketing of the Bonds, documents relating to the swap agreements with respect to the Bonds and of such other documents as the Acting Director of Finance deems necessary or appropriate in connection with the transactions authorized by this Ordinance, including but not limited to any continuing disclosure agreements which may be necessary in connection with the Refunding Bartle Hall Bonds or the Refunding KC Live Bonds.

Section 4. Credit Enhancement. The City hereby authorizes the Acting Director of Finance to obtain a bond insurance policy, letter of credit or other credit enhancement (Credit Enhancement) for some or all of the Bonds and the purchase or a surety bond or debt service reserve fund policy for any debt service reserve fund, if necessary or desired, from a Credit Provider with such credit rating that, in the opinion of the applicable Underwriters, the applicable Financial Advisors and the Acting Director of Finance, there will be achieved an economic benefit for the City if the Bonds are secured by such Credit Enhancement. The purchase of such Credit Enhancement and the entering into of such agreements with respect thereto as may be necessary or appropriate are hereby approved. Such credit enhancement may be such type, in such amount and provided by such entity or entities as the Acting Director of Finance shall determine to be in the best interest of the City. The officials of the City are authorized and directed to execute all documents, agreements, instruments and certificates in connection with such credit enhancement.

Section 5. Refunding and Redemption of Prior Arena Bonds, Prior Bartle Hall Bonds and Prior KC Live Bonds. The Corporations refunding and redemption of the Prior Arena Bonds, the Prior Bartle Hall Bonds and the Prior KC Live Bonds is hereby approved and the Acting Director of Finance is hereby authorized and directed to execute, enter into and deliver on behalf of the City any bond purchase agreement, escrow deposit agreement and such other documents, certificates and instruments with respect thereto as the Acting Director of Finance determines to be in the best interest of the City.

Section 6. Official Statements. The City hereby delegates authority to the Acting Director of Finance to prepare, approve and deem final any Preliminary Official Statements and any final Official Statements, with the signature of the Acting Director of Finance thereon being conclusive evidence of the Director's approval and the City's approval thereof and to approve the final terms of each series of the Bonds, including any credit enhancement of a series of the Bonds. The City hereby consents to the use and public distribution of any Preliminary Official Statement and any final Official Statement in connection with the offering for sale of each series of the Bonds.

Section 7. Approval of Selection of Professionals.

(a)                The City approves the selection of DEPFA First Albany Securities LLC and Valds & Moreno, Inc. to act as Co-Financial Advisors in connection with the issuance of the Refunding Arena Bonds. The City approves the selection of Kutak Rock LLP and the Hardwick Law Firm LLC to act as Co-Bond Counsel in connection with the issuance of the Refunding Arena Bonds. The City approves the selection of J.P. Morgan Securities Inc., Oppenheimer & Company Inc., Wachovia Bank, N.A., Jackson Securities and Harvestons Securities, Inc. to act as Underwriters in connection with the issuance of the Refunding Arena Bonds.

(b)                The City approves the selection of First Southwest Company and Valds & Moreno, Inc. to act as Co-Financial Advisors in connection with the issuance of the Refunding Bartle Hall Bonds. The City approves the selection of Gilmore and Bell, PC and The Martinez Law Firm, LLC to act as Co-Bond Counsel in connection with the issuance of the Refunding Bartle Hall Bonds. The City approves the selection of Kutak Rock LLP to act as Swap Counsel in connection with the issuance of the Refunding Bartle Hall Bonds. The City approves the selection of Citigroup Global Markets Inc. to act as Underwriter in connection with the issuance of the Refunding Bartle Hall Bonds and to act as Remarketing Agent for the Refunding Bartle Hall Bonds. The City approves the selection of Bryan Cave and Fields & Brown, LLC to act as Co-Disclosure Counsel in connection with the issuance of the Refunding Bartle Hall Bonds. The City approves the selection of Bank of America, N.A. to act as the initial Letter of Credit Provider in connection with the issuance of the Series 2008E Bonds and the selection of Dexia Credit Local to act as the initial Letter of Credit Provider in connection with the issuance of the Series 2008F Bonds.

(c)                The City approves the selection of First Southwest Company and Valds & Moreno, Inc. to act as Co-Financial Advisors in connection with the issuance of the Refunding KC Live Bonds. The City approves the selection of Kutak Rock LLP and the Hardwick Law Firm LLC to act as Co-Bond Counsel in connection with the issuance of the Refunding KC Live Bonds. The City approves the selection of Kutak Rock LLP to act as Swap Counsel in connection with the issuance of the Refunding KC Live Bonds. The City approves the selection of Oppenheimer & Company Inc. (relating to the refunding of the Series 2005B KC Live Bonds and the Series 2006A KC Live Bonds) and Stern Brothers & Co. (relating to the refunding of the Series 2006B KC Live Bonds) to act as Underwriters in connection with the issuance of the Refunding KC Live Bonds and to act as Remarketing Agents for the respective series of Refunding KC Live Bonds issued to refund such series of Prior KC Live Bonds. The City approves the selection of Bryan Cave and Fields & Brown, LLC to act as Co-Disclosure Counsel in connection with the issuance of the Refunding KC Live Bonds. The City approves the selection of DEPFA Bank pfc to act as the initial Letter of Credit Provider in connection with the issuance of the Refunding KC Live Bonds.

Section 8. Further Authority. The officials of the City are further authorized and directed to execute such documents, instruments and certificates and to take such further actions on behalf of the City as shall be necessary or desirable to effect the terms and provisions of this Ordinance.

___________________________________________

Approved as to form and legality:

______________________________

Heather A. Brown

Assistant City Attorney