rcp_resoltuion_7025_authorize_sale

RESOLUTION NO. 7025

RESOLUTION AUTHORIZING THE OFFERING FOR SALE OF GENERAL OBLIGATION TEMPORARY NOTES, SERIES 2013-I AND GENERAL OBLIGATION TEMPORARY NOTES, SERIES 2013-II OF THE CITY OF LAWRENCE, KANSAS.

WHEREAS, the City of Lawrence, Kansas (the “City”), is proceeding with certain internal improvements described as follows (the “Improvements”):

Project Description	Ord./Res. No.	Authority	Amount
Water and Sewer System Improvements	7019	Charter Ordinance 27	$36,300,000
Recreation Facility Improvements	7008	Charter Ordinance 40	25,000,000
Rock Chalk Park – Water and Sewer	7010	Charter Ordinance 27	1,082,600
Rock Chalk Park – Streets	____	K.S.A. 12-685 et seq.	1,223,340

WHEREAS, the governing body of the City is authorized by law to issue general obligation bonds to pay a portion of the costs of the Improvements; and

WHEREAS, it is necessary for the City to provide cash funds (from time to time) to meet its obligations incurred in constructing the Improvements prior to the completion thereof and the issuance of the City’s general obligation bonds, and it is desirable and in the interest of the City that such funds be raised by the issuance of temporary notes of the City; and

WHEREAS, none of such temporary notes heretofore authorized have been issued and the City proposes to issue its temporary notes to pay a portion of the costs of the Improvements; and

WHEREAS, the City desires to authorize the Clerk, Finance Director, and other officers and representatives of the City to proceed with the offering for sale of said general obligation temporary notes and related activities; and

WHEREAS, one of the duties and responsibilities of the City is to prepare and distribute a preliminary official statement relating to said general obligation temporary notes; and

WHEREAS, the City desires to authorize the Clerk, Finance Director, and other officers and representatives of the City to proceed with the preparation and distribution of a preliminary official statement and notice of note sale and to authorize the distribution thereof and all other preliminary action necessary to sell said general obligation temporary notes.

BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF LAWRENCE, KANSAS, AS FOLLOWS:

Section 1. The City is hereby authorized to offer at competitive public sale approximately $36,300,000 General Obligation Temporary Notes, Series 2013-I for the purpose of financing costs of the water and sewer system (the “Series 2013-I Notes”) and approximately $21,600,000 General Obligation Notes, Series 2013-II for the purpose of financing costs associated with Rock Chalk Park (the “Series 2013-II Notes” and collectively with the Series 2013-I Notes, the “Notes”) as described in the Notice of Note Sale, which is hereby approved in substantially the form presented to the governing body on this date.

Section 2. The Mayor, Finance Director and Clerk, in conjunction with Bond Counsel and the Financial Advisor, are hereby authorized to cause to be prepared a Preliminary Official Statement, and such officials and other representatives of the City are hereby authorized to use such document in connection with the sale of the Notes.

Section 3. The Mayor, Finance Director and Clerk, in conjunction with Bond Counsel, is hereby authorized and directed to give notice of said note sale by distributing copies of the Notice of Note Sale and Preliminary Official Statement to prospective purchasers of the Notes. Proposals for the purchase of the Notes shall be submitted upon the terms and conditions set forth in said Notice of Note Sale, and shall be delivered to the governing body at its meeting to be held on such date, at which meeting the governing body shall review such bids and shall award the sale of the Notes or reject all proposals.

Section 4. For the purpose of enabling the purchaser of the Notes (the “Purchaser”) to comply with the requirements of Rule 15c2-12 of the Securities Exchange Commission (the “Rule”), the Mayor and Clerk or appropriate officers of the City are hereby authorized: (a) to approve the form of said Preliminary Official Statement, and to execute the “Certificate Deeming Preliminary Official Statement Final” in substantially the form attached hereto as Exhibit A as approval of the Preliminary Official Statement, such official’s signature thereon being conclusive evidence of such official’s and the City’s approval thereof; (b) covenant to provide continuous secondary market disclosure by annually transmitting certain financial information and operating data and other information necessary to comply with the Rule to certain national repositories and the Municipal Securities Rulemaking Board, as applicable; and (c) 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 requirement of the Rule.

Section 5. The City agrees to provide to the Purchaser within seven business days of the date of the sale of Notes or within sufficient time to accompany any confirmation that requests payment from any customer of the Purchasers, whichever is earlier, sufficient copies of the final Official Statement to enable the Purchasers to comply with the requirements of the Rule and with the requirements of Rule G-32 of the Municipal Securities Rulemaking Board.

Section 6. The Mayor, Clerk, Finance Director and the other officers and representatives of the City, and Bond Counsel are hereby authorized and directed to take such other action as may be necessary to carry out the public sale of the Notes.

Section 7. This Resolution shall be in full force and effect from and after its adoption.

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NOTICE OF NOTE SALE

$36,300,000

GENERAL OBLIGATION TEMPORARY NOTES

SERIES 2013-I

$21,600,000

GENERAL OBLIGATION TEMPORARY NOTES

SERIES 2013-II

OF THE CITY OF LAWRENCE, KANSAS

(GENERAL OBLIGATION NOTES PAYABLE

FROM UNLIMITED AD VALOREM TAXES)

Bids. Sealed, facsimile and electronic (as explained below) bids for the purchase of General Obligation Temporary Notes, Series 2013-I (the “Series 2013-I Notes”) and General Obligation Temporary Notes, Series 2013-II (the “Series 2013-II Notes” collectively with the Series 2013-I Notes, the “Notes”) of the City of Lawrence, Kansas (the “City”) herein described will be received (1) in the case of sealed and facsimile bids, by the City’s Finance Director at the address and fax number hereinafter set forth, and (2) in the case of electronic bids, via PARITY^® at 11:00 a.m., Central Time on:

JULY 16, 2013

(the “Submittal Hour”) at which time such bids will be publicly read and will be acted upon by the governing body at its meeting to be held at 6:35 p.m. that day. No oral or auction bids will be considered.

Adjustment of Issue Size. The City reserves the right to increase or decrease the total principal amount of either series of Notes, depending on the purchase price and interest rates bid and the offering prices specified by the Successful Bidder. The Successful Bidder for a series of the Notes may not withdraw its bid or change the interest rates bid as a result of any changes made to the principal amount of the Notes as described herein. If there is an increase or decrease in the final aggregate principal amount of either series of the Notes, the City will notify the Successful Bidder by means of telephone or facsimile transmission, subsequently confirmed in writing, no later than 2:00 p.m., Central Time, on the Sale Date. The actual purchase price for a series of the Notes shall be calculated by applying the percentage of par value bid by the Successful Bidder against the final aggregate principal amount of a series of the Notes, as adjusted, plus accrued interest from the date of the Notes to the date of delivery.

The Series 2013-I Notes

Terms of the Series 2013-I Notes. The Series 2013-I Notes will consist of fully registered notes in the denomination of $5,000 or any integral multiple thereof (the “Authorized Denomination”). The Series 2013-I Notes will be dated August 1, 2013 (the “Dated Date”) and will become due on May 1, 2014.

The Series 2013-I Notes will bear interest from the Dated Date at rates to be determined when the Series 2013-I Notes are sold as hereinafter provided. Interest on the Series 2013-I Notes will be payable at maturity (the “Series 2013-I Interest Payment Date”).

Authority, Purpose and Security. The Series 2013-I Notes are being issued pursuant to K.S.A. 10-123, Charter Ordinance No. 27 and Article 12, Section 5 of the Constitution of the State of Kansas, as amended, and a resolution adopted by the governing body of the City (the “Series 2013-I Note Resolution”) for the purpose of paying a portion of the cost of certain improvements to the Issuer’s water and sewer system (the “Series 2013-I Improvements”). The Series 2013-I Notes shall be general obligations of the City payable as to both principal and interest from the proceeds of general obligation bonds of the City, and if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the City. The full faith, credit and resources of the City are irrevocably pledged for the prompt payment of the principal and interest on the Series 2013-I Notes as the same become due.

The Series 2013-II Notes

Terms of the Series 2013-II Notes. The Series 2013-II Notes will consist of fully registered notes in the denomination of $5,000 or any integral multiple thereof (the “Authorized Denomination”). The Series 2013-II Notes will be dated August 1, 2013 (the “Dated Date”) and will become due on October 1, 2014.

The Series 2013-II Notes will bear interest from the Dated Date at rates to be determined when the Series 2013-II Notes are sold as hereinafter provided. Interest on the Series 2013-II Notes will be payable on April 1, 2014 and at maturity (the “Series 2013-II Interest Payment Dates” collectively, with the Series 2013-II Interest Payment Date, the “Interest Payment Dates”).

Authority, Purpose and Security. The Series 2013-II Notes are being issued pursuant to K.S.A. 10-123, K.S.A. 12-685, Charter Ordinance No. 27, Charter Ordinance No. 40 and Article 12, Section 5 of the Constitution of the State of Kansas, as amended, and a resolution adopted by the governing body of the City (the “Series 2013-II Note Resolution”) for the purpose of paying a portion of the cost of certain improvements related to the Issuer’s Rock Chalk Park (the “Series 2013-II Improvements”). The Series 2013-II Notes shall be general obligations of the City payable as to both principal and interest from the proceeds of general obligation bonds of the City, and if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the City. The full faith, credit and resources of the City are irrevocably pledged for the prompt payment of the principal and interest on the Series 2013-II Notes as the same become due.

The Series 2013-I Notes and the Series 2013-II Notes

Redemption of Notes Prior to Maturity.

The Notes are not subject to redemption prior to maturity.

Place of Payment. The principal of and interest on the Notes will be payable in lawful money of the United States of America by check or draft of the Treasurer of the City, Lawrence, Kansas (the “Paying Agent” and “Note Registrar”). The principal of each Note will be payable at maturity to the owners thereof whose names are on the registration books (the “Note Register”) of the Note Registrar (the “Registered Owner”) upon presentation and surrender at the principal office of the Paying Agent. Interest on each Note will be payable to the Registered Owner of such Note as of the fifteenth day (whether or not a business day) of the calendar month next preceding each Interest Payment Date (the “Record Date”): (a) mailed by the Paying Agent to the address of such Registered Owner as shown on the Note Register or at such other address as is furnished to the Paying Agent in writing by such Registered Owner; or (b) in the case of an interest payment to Cede & Co. or any Registered Owner of $500,000 or more in aggregate principal amount of Notes, by wire transfer to such Registered Owner upon written notice given to the Paying Agent by such Registered Owner, not less than 15 days prior to the Record Date for such interest, containing the wire transfer address to which such Registered Owner wishes to have such wire directed.

Note Registration. The Notes will be registered pursuant to a plan of registration approved by the City and the Attorney General of the State of Kansas. The City will pay for the fees of the Note Registrar for registration and transfer of the Notes and will also pay for printing a reasonable supply of registered note blanks. Any additional costs or fees that might be incurred in the secondary market, other than fees of the Note Registrar, will be the responsibility of the Registered Owners.

Book-Entry-Only System. The Notes shall be initially registered in the name of Cede & Co., as the nominee of DTC and no beneficial owner will receive certificates representing their interests in the Notes. During the term of the Notes, so long as the book-entry-only system is continued, the City will make payments of principal of, premium, if any, and interest on the Notes to DTC or its nominee as the Registered Owner of the Notes, DTC will make book-entry-only transfers among its participants and receive and transmit payment of principal of, premium, if any, and interest on the Notes to is participants who shall be responsible for transmitting payments to beneficial owners of the Notes in accordance with agreements between such participants and the beneficial owners. The City will not be responsible for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. In the event that: (a) DTC determines not to continue to act as securities depository for the Notes, or (b) the City determines that continuation of the book-entry-only form of evidence and transfer of ownership of the Notes would adversely affect the interests of the beneficial owners of the Notes, the City will discontinue the book-entry-only form of registration with DTC. If the City fails to identify another qualified securities depository to replace DTC, the City will cause to be authenticated and delivered to the beneficial owners’ replacement Notes in the form of fully registered certificates. Reference is made to the Preliminary Official Statement for further information regarding the book-entry-only system of registration of the Notes and DTC.

Submission of Bids. All bids for either series of the Notes must be made on forms which may be procured from the Director of Finance. No additions or alterations in such forms shall be made and any erasures may cause rejection of any bid. Bids must be in writing, submitted in sealed envelopes by mail or hand delivery or by facsimile, addressed to the undersigned, and marked “Proposal for General Obligation Temporary Notes, Series 2013-___”. Written bids submitted by facsimile should not be preceded by a cover sheet and should be sent only once to (785)832-3231. Confirmation of receipt of facsimile bids may be made by contacting the Director of Finance at the number listed below. Electronic bids via PARITY^® must be submitted in accordance with its Rules of Participation, as well as the provisions of this Notice of Note Sale. If provisions of this Notice of Note Sale conflict with those of PARITY^®, this Notice of Note Sale shall control. Bids must be received prior to the Submittal Hour on the Sale Date accompanied by the Deposit (as hereinafter defined), which may be submitted separately. The City shall not be responsible for any failure, misdirection or error in the means of transmission selected by any bidder.

PARITY^®. Information about the electronic bidding services of PARITY^® may be obtained from i-Deal LLC at 1359 Broadway, 2nd Floor, New York, New York 10018, Phone No. (212) 849-5023.

Conditions of Bids. Bids may be submitted for either series of the Notes. A separate bid must be submitted for each series of the Notes. Proposals will be received on the Notes bearing such rate or rates of interest as may be specified by the bidders, subject to the following conditions: (a) the same rate shall apply to each series of Notes; (b) no interest rate may exceed a rate equal to the daily yield for the 10-year Treasury Bond published by THE BOND BUYER, in New York, New York, on the Monday next preceding the day on which the Notes are sold, plus 6%; and (c) no supplemental interest payments will be considered. No bid for less than 100% of the principal amount and accrued interest thereon to the date of delivery will be considered. Each bid shall specify the total interest cost (expressed in dollars) during the term of the Notes on the basis of such bid, the premium, if any, offered by the bidder, the net interest cost (expressed in dollars) on the basis of such bid and an estimate of the TIC (as hereinafter defined) on the basis of such bid. Each bidder shall certify to the City the correctness of the information contained on the Official Bid Form; the City will be entitled to rely on such certification. Each bidder agrees that, if it is awarded a series of the Notes, it will provide the certification as to initial offering prices described under the caption “Certification as to Offering Price” in this Notice.

Good Faith Deposit. [A good faith deposit is not required for bids on either series of notes.] Each bid shall be accompanied by a good faith deposit (the Deposit”) in the amount of $[________] for the Series 2013-I Notes and in the amount of $[_______] for the Series 2013-II Notes payable to the order of the City to secure the City from any loss resulting from the failure of the bidder to comply with the terms of its bid. The Deposit, which must be received by the City prior to the Submittal Hour may be submitted in any of the following forms:

(a) Certified or cashier’s check drawn on a bank located in the United States of America;

(b) financial surety bond as hereinafter described (the “Surety Bond”); or

(c) wire transfer in Federal Reserve funds, immediately available for use by the Issuer (wire transfer instructions may be obtained by contacting the Issuer in advance at the telephone number set forth below.).

Contemporaneously with the submission of a wire transfer Deposit, such bidder shall send an email to the Issuer at the email address provided in the wire transfer instructions, including the following information: (a) notification that a wire transfer has been made; (b) the amount of the wire transfer; and (c) return wire transfer instructions in the event such bid is unsuccessful.

Good Faith checks submitted by unsuccessful bidders will be returned.

All Surety Bonds must be from an insurance or surety company rated “AA” by Standard and Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., or “Aa” by Moody’s Investors Service and licensed to issue such a surety bond in the State of Kansas. The Surety Bond must identify each bidder whose deposit is guaranteed by such Surety Bond. If the sale of the Notes is awarded to a bidder utilizing a Surety Bond, the Successful Bidder is required to submit to the City a cashier’s or certified check or wire transfer of immediately available federal funds to such financial institution requested by the City, not later than 2:00 p.m., Central Time on the next business day following the Sale Date. If such funds are not received by such time, the Surety Bond may be drawn on by the City to satisfy the Deposit requirement.

No interest on the Deposit will be paid by the City. If a bid is accepted, the Deposit, or the proceeds thereof, will be held by the City until the Successful Bidder has complied with all of the terms and conditions of this Notice at which time the amount of said Deposit shall be returned to the Successful Bidder or deducted from the purchase price at the option of the City. If a bid is accepted but the City fails to deliver the Notes to the Successful Bidder in accordance with the terms and conditions of this Notice, said Deposit, or the proceeds thereof, will be returned to the Successful Bidder. If a bid is accepted but the Successful Bidder defaults in the performance of any of the terms and conditions of this Notice, the proceeds of such Deposit will be retained by the City as and for liquidated damages.

Basis of Award. The award of the Notes will be made on the basis of the lowest net interest cost (expressed in dollars), which will be determined by subtracting the amount of the premium bid, if any, from or adding the amount of the discount bid, if any, to the total interest cost to the City. If there is any discrepancy between the net interest cost specified and the interest rates specified, the specified net interest cost shall govern and the interest rates specified in the bid shall be adjusted accordingly. If two or more proper bids providing for identical amounts for the lowest net interest cost are received, the governing body of the City will determine which bid, if any, will be accepted, and its determination is final.

The City reserves the right to reject any and/or all bids and to waive any irregularities in a submitted bid. Any disputes arising hereunder shall be governed by the laws of Kansas, and any party submitting a bid agrees to be subject to jurisdiction and venue of the federal and state courts within Kansas with regard to such dispute.

Ratings. The City has applied to Moody’s Investors Service, Inc. for ratings on the Notes. Such application and ratings are further described in the Preliminary Official Statement, hereinafter described.

CUSIP Numbers. CUSIP identification numbers will be assigned and printed on the Notes, but neither the failure to print such number on any Note nor any error with respect thereto shall constitute cause for failure or refusal by the purchaser thereof to accept delivery of and pay for the Notes in accordance with the terms of this Notice. All expenses in relation to the assignment and printing of CUSIP numbers on the Notes will be paid by the City.

Delivery and Payment. The City will pay for printing the Notes and will deliver the Notes properly prepared, executed and registered without cost on or about August 1, 2013, at DTC for the account(s) of the Successful Bidder(s). The Successful Bidder(s) will be furnished with a certified transcript of the proceedings evidencing the authorization and issuance of the Notes and the usual closing documents, including a certificate that there is no litigation pending or threatened at the time of delivery of the Notes affecting their validity and a certificate regarding the completeness and accuracy of the Official Statement. Payment for the Notes shall be made in Federal Reserve funds, immediately available for use by the City.

Reoffering Prices. To provide the City with information necessary for compliance with Section 148 of the Internal Revenue Code of 1986, as amended (the “Code”), the Successful Bidder will be required to complete, execute and deliver to the City prior to the delivery of the Notes, a written certification (the “Issue Price Certificate”) containing the following: (a) the initial offering price and interest rate for the Notes; (b) that all of the Notes were offered to the public in a bona fide public offering at the initial offering prices on the Sale Date; and (c) on the Sale Date the Successful Bidder reasonably expected that at least 10% of the Notes would be sold to the “public” at prices not higher than the initial offering prices. For purposes of the preceding sentence “public” means persons other than bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters or wholesalers. However, such Issue Price Certificate may indicate that the Successful Bidder has purchased the Notes for its own account in a capacity other than as an underwriter or wholesaler, and currently has no intent to reoffer the Notes for sale to the public.

Subsequent to the Submittal Hour, such initial offering prices to the public shall be provided to the City not more than 20 minutes after requested by the City.

At the request of the City, the Successful Bidder will provide information explaining the factual basis for the Successful Bidder’s Issue Price Certificate. This agreement by the Successful Bidder to provide such information will continue to apply after the Closing Time if: (a) the City requests the information in connection with an audit or inquiry by the Internal Revenue Service (the “IRS”) or the Securities and Exchange Commission (the “SEC”) or (b) the information is required to be retained by the City pursuant to future regulation or similar guidance from the IRS, the SEC or other federal or state regulatory authority.

Preliminary Official Statement and Official Statement. The City has prepared a Preliminary Official Statement dated May 21, 2013, “deemed final” by the City except for the omission of certain information as provided in Securities and Exchange Commission Rule 15c2‑12, copies of which may be obtained from the Director of Finance. Upon the sale of the Notes, the City will adopt the final Official Statement and will furnish the Successful Bidders, without cost, within seven business days of the acceptance of the Successful Bidders’ proposal, with a sufficient number of copies thereof, which may be in electronic format, in order to comply with the requirements of Rule 15c2-12(3) and (4) of the Securities and Exchange Commission and Rule G-32 of the Municipal Securities Rulemaking Board (collectively the “Rules”). Additional copies may be ordered by the Successful Bidder at its expense. The City’s acceptance of the Successful Bidder’s proposal for the purchase of the Notes in accordance with this Notice of Note Sale shall constitute a contract between the City and the Successful Bidder for purposes of the Rules.

Continuing Disclosure. The Securities and Exchange Commission (the “SEC”) has promulgated amendments to its Rule 15c2-12 (the “Rule”) requiring continuous secondary market disclosure for certain issues. In the Note Resolution, the City has covenanted to provide annually certain financial information and operating data and other information necessary to comply with the Rule, and to transmit the same to the Municipal Securities Rulemaking Board. This covenant is for the benefit of and is enforceable by any Registered Owner of the Notes. For further information, reference is made to the caption “CONTINUING DISCLOSURE” in the Preliminary Official Statement.

Assessed Valuation and Indebtedness. The total assessed valuation of the taxable tangible property within the City for the year 2012 is as follows:

Equalized Assessed Valuation of

Taxable Tangible Property ......................................................

Tangible Valuation of Motor Vehicles...........................................

Equalized Assessed Tangible Valuation

for Computation of Bonded Debt Limitations.........................

The total general obligation indebtedness of the City as of the date of delivery of the Notes, including the Notes being sold, is $[________].

Legal Opinion. The Notes will be sold subject to the approving legal opinion of Gilmore & Bell, P.C., Kansas City, Missouri, Bond Counsel, which opinion will be furnished and paid for by the City, will be printed on the Notes, if the Notes are printed, and will be delivered to the Successful Bidder when the Notes are delivered. Said opinion will also include the opinion of Bond Counsel relating to the interest on the Notes being excludable from gross income for federal income tax purposes and exempt from income taxation by the State of Kansas. Reference is made to the Preliminary Official Statement for further discussion of federal and Kansas income tax matters relating to the interest on the Notes.

Additional Information. Additional information regarding the Notes may be obtained from the City’s Director of Finance or from Gilmore & Bell, P.C., Bond Counsel, 2405 Grand Boulevard, Suite 1100, Kansas City, Missouri 64108; (816)221-1000.

DATED: May 21, 2013.

CITY OF LAWRENCE, KANSAS

By: A. Ed Mullins, Director of Finance

Written and Facsimile Bid and Good Faith Deposit Delivery Address:

Lawrence City Hall

Six East Sixth Street

Post Office Box 708

Lawrence, Kansas 66044

Phone No.: (785)832-3000

Fax No.: (785)832-3231

Email: emullins@lawrenceks.org