COMMITTEE SUBSTITUTE FOR ORDINANCE NO. 030317

Approving the issuance by Kansas City Municipal Assistance Corporation of its Leasehold Refunding and Improvement Revenue Bonds (Kansas City, Missouri) Series 2003C, in the principal amount not to exceed $60,000,000.00; approving and authorizing a Site Lease and a Lease Agreement between the Corporation and the City, and approving and authorizing certain other documents and actions relating to the issuance of the Bonds.

WHEREAS, the Kansas City Municipal Assistance Corporation (the "Corporation") is a not-for-profit corporation duly organized and existing under Chapter 355 of the Missouri Revised Statutes 1994 (the "Act"); and

WHEREAS, the Corporation is authorized under the Act to lease as lessor and as lessee any real or personal property, to borrow money for its corporate purposes and to issue its notes, bonds or other obligations in evidence thereof; and

WHEREAS, the City, has requested that the Corporation refund its outstanding Leasehold Revenue Improvement Bonds (Citywide Infrastructure Project), Series 1994B (the Refunding Project) in one or more series in the approximate amount of $14,500,000.00 to provide funds to pay the costs of the Refunding Project, all in accordance with and pursuant to the Act; and

WHEREAS, the City, has requested that the Corporation (i) finance the costs of certain public infrastructure projects to be located in Council District 2 located in Platte and/or Clay County, Kansas City, Missouri, including, but not limited to, North Congress Avenue from Barry Road to M-152 ramp (collectively, the Public Improvements Project) and (ii) issue its leasehold revenue bonds in one or more series in the approximate amount of $12,000,000.00 to provide funds to pay the costs of the Public Improvements Project, all in accordance with and pursuant to the Act; and

WHEREAS, the City, has requested that the Corporation (i) finance a project to be located in Kansas City, Missouri, consisting of the implementation of an Enterprise Resource Planning (ERP) system to improve the finance, payroll, tax collection and human resources applications utilized by City personnel in City operations and constituent services (the ERP Project) and (ii) issue its leasehold revenue bonds in one or more series in the approximate amount of $30,000,000.00 to provide funds to pay the costs of the Project, all in accordance with and pursuant to the Act; and

WHEREAS, the Corporation desires to finance the costs of all or portions of designing, configuring, and implementing the Refunding Project, the Public Improvements Project, and the ERP Project (collectively, the Projects) by the issuance of its leasehold refunding and improvement revenue bonds in one or more series under the Act in a principal amount not to exceed $60,000,000.00 (the Bonds), said Bonds to be payable solely out of payments, revenues and receipts derived by the Corporation from the City; and

WHEREAS, the Corporation proposes to issue, pursuant to a Trust Indenture (Indenture) by and between the Corporation and a bond trustee named therein (the "Trustee"), its Bonds in the principal amount not to exceed $60,000,000.00 in one or more series (Bonds), to provide funds to finance and refinance the Projects, to fund a debt service reserve fund and a capitalized interest fund for a portion of the interest on the Bonds, and to fund certain costs of issuance of the Bonds; and

WHEREAS, in connection with the issuance of the Bonds, the City and the Corporation will enter into a Site Lease dated as of date set forth therein (the "Site Lease") pursuant to which the City will lease to the Corporation certain real estate and improvements thereon (the "Project Site"); and

WHEREAS, in connection with the issuance of the Bonds, the City and the Corporation will enter into a Lease Agreement dated as of date set forth therein (the Lease Agreement) pursuant to which the Corporation will lease the Project Site and the improvements located thereon to the City, and the City will make lease payments ("Rental Payments") to the Corporation, which Rental Payments will be sufficient, during any term of the Lease Agreement, to enable the Corporation to pay principal of, redemption premium, if any, and interest on the Bonds as the same become due; and

WHEREAS, in connection with the Bonds the City, the Corporation and the Trustee will enter into a Tax Compliance Agreement dated as of the date set forth therein (the "Tax Compliance Agreement") with respect to the Bonds; and

WHEREAS, in connection with the Bonds the City will enter into a Continuing Disclosure Agreement dated as of the date set forth therein (the "Continuing Disclosure Agreement") with respect to the Bonds; and

WHEREAS, in connection with the Public Improvements Project, the City will enter into an Amendment to the Intergovernmental Cooperative Agreement with the I-29/Barry Road/M-152 Highway/North Congress Transportation Development District & I-29/Barry Road/M-152 Highway/ North Congress Transportation Development District II; and

WHEREAS, the City desires to indicate its expectation and intent to reimburse all or a portion of the Expenditures with the proceeds of the Bonds; and

WHEREAS, the City has found and determined that financing of the Project will benefit the citizens of the City; NOW, THEREFORE,

BE IT ORDAINED BY THE COUNCIL OF KANSAS CITY:

Section 1. That the Site Lease, Lease Agreement, Tax Compliance Agreement, Continuing Disclosure Agreement and Amendment to the Intergovernmental Cooperative Agreement are hereby approved in substantially the form presented to the City Council and the Director of Finance is authorized to execute and deliver the Site Lease, Lease Agreement, Tax Compliance Agreement, Continuing Disclosure Agreement and Amendment to the Intergovernmental Cooperative Agreement with such changes therein and additions thereto as the Director of Finance deems necessary or desirable.

Section 2. The City hereby requests, directs and instructs the Corporation to, and consents to and approves the issuance by the Corporation of its Bonds, in the principal amount not to exceed $60,000,000.00, for the purpose of providing funds to finance and refinance the Projects, to fund a debt service reserve fund and a capitalized interest fund for a portion of the interest on the Bonds, and to fund certain costs of issuance of the Bonds. The Bonds shall be dated the date set forth therein, shall bear interest at a true interest cost (TIC) not to exceed five and one-half percent (5%) percent per annum, shall have such other terms and provisions as shall be provided in the Indenture and approved by the Director of Finance.

Section 3. The City reasonably expects to reimburse all or a portion of the Expenditures with proceeds of the Bonds.

Section 4. The City hereby delegates authority to the Director of Finance to prepare, approve and deem final a Preliminary Official Statement and a final Official Statement, with the signature of the 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 the Bonds, including any credit enhancement of the Bonds. The City hereby consents to the use and public distribution of the Preliminary Official Statement and the final Official Statement in connection with the offering for sale of the Bonds.

Section 5. The Council approves the advertisement of the public sale of the Bonds pursuant to electronic advertisement and distribution by i-DealProspectus.

Section 6. The officials of the City are further authorized and directed to execute such other documents, agreements, 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.

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Approved as to form and legality:

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Assistant City Attorney