Title
A Resolution of the Lexington-Fayette Urban County Government authorizing the advertisement for bids and the distribution of a Preliminary Official Statement for the purchase of the principal amount of its (i) Various Purpose General Obligation Bonds, Series 2014B in an amount not to exceed $29,000,000; and (ii) Taxable Qualified Energy Conservation Bonds, Series 2014C in a principal amount not to exceed $3,000,000. [Council Office, Maynard]
Body
WHEREAS, the Lexington-Fayette Urban County Government has previously determined the necessity of financing the acquisition of various equipment for departments within the Lexington-Fayette Urban County Government, including, but not limited to, (i) managed email solution/exchange, storage area network, new tax revenue system, procurement website upgrade, Accela software, network infrastructure remediation, police patrol transport wagon, general repairs, life safety, autos vehicle replacement, pothole patcher, public safety ops/Lexcall center, sidewalk and catch basin repair, sidewalks, jail management system, public safety radio system, roof repair and replacement, HVAC repair and replacement, infrastructure improvements, Shillito multipurpose sports fields, Carver Center improvements, dugout replacement, aquatics improvements, Kentucky Theatre concession renovation, fire training tower, land acquisition and fire station design #24 and relocation of fire station #2, (ii) providing funding for a program to preserve and manage agricultural, rural and natural lands, including the purchase of conservation easements or development rights, and (iii) construction of a new senior center (collectively, the "Series 2014B Project"); and
WHEREAS, the Lexington-Fayette Urban County Government has determined to proceed with the advertisement of bids for the purchase of its Various Purpose General Obligation Bonds, Series 2014B (the "Series 2014B Bonds") in the principal amount not to exceed $29,000,000, in order to (i) provide funds to finance the Series 2014B Project, and (ii) pay the costs of issuing the Series 2014B Bonds; and
WHEREAS, the Lexington-Fayette Urban County Government, has previously determined the necessity of financing energy conservation measures and other qualifying projects at the Fayette County Detention Center including but not limited to LED lighting retrofits, chiller plant optimization, intake HVAC retrofit, inner ring HVAC retrofits, constant-volume reheat fan reset, controls upgrade, demand controlled ventilation, Variable-Air-Volume (VAV) box occupancy controls, energy efficient motors, demand controlled ventilation, kitchen hoods and install new walk-in refrigeration, (collectively, the "Series 2014C Project"); and
WHEREAS, the Lexington-Fayette Urban County Government has determined to proceed with the advertisement of bids for the purchase of its Energy Conservation General Obligation Bonds, Series 2014C (Federally Taxable - Qualified Energy Conservation Bond - Direct Payment to the Issuer) (the "Series 2014C Bonds" and together with the Series 2014B Bonds, the "Series 2014 Bonds") in one or more subseries in the principal amount not to exceed $3,000,000, in order to (i) provide funds to finance the Series 2014C Project, and (ii) pay the costs of issuing the Series 2014C Bonds; and
NOW THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE LEXINGTON-FAYETTE URBAN COUNTY GOVERNMENT (THE "URBAN COUNTY COUNCIL"):
SECTION 1. The Lexington-Fayette Urban County Government, an urban county government and political subdivision of the Commonwealth of Kentucky, shall issue its Series 2014B Bonds in one or more subseries in the principal amount not to exceed $29,000,000, in order to provide funds for the acquisition of various equipment for departments within the Lexington-Fayette Urban County Government, including, but not limited to, (i) managed email solution/exchange, storage area network, new tax revenue system, procurement website upgrade, accela software, network infrastructure remediation, police patrol transport wagon, general repairs, life safety, autos vehicle replacement, pothole patcher, public safety ops/Lexcall center, sidewalk and catch basin repair, sidewalks, jail management system, public safety radio system, roof repair and replacement, HVAC repair and replacement, infrastructure improvements, Shillito multipurpose sports fields, Carver Center improvements, dugout replacement, aquatics improvements, Kentucky Theatre concession renovation, fire training tower, land acquisition and fire station design #24 and relocation of fire station #2, (ii) providing funding for a program to preserve and manage agricultural, rural and natural lands, including the purchase of conservation easements or development rights, and (iii) construction of a new senior center (collectively, the "Series 2014B Project"); and (iv) pay the costs of issuing the Series 2014B Bonds. The Lexington-Fayette Urban County Government shall also issue its Series 2014C Bonds in a principal amount not to exceed $3,000,000 in order to finance (i) energy conservation measures at the Fayette County Detention Center including LED lighting retrofits, chiller plant optimization, intake HVAC retrofit, inner ring HVAC retrofits, constant-volume reheat fan reset, controls upgrade, demand controlled ventilation, Variable-Air-Volume (VAV) box occupancy controls, energy efficient motors, demand controlled ventilation, kitchen hoods and install new walk-in refrigeration (collectively, the "Series 2014C Project"); and (ii) pay the costs of issuing the Series 2014C Bonds.
SECTION 2. The Lexington-Fayette Urban County Government shall comply with the requirements of KRS Chapter 66 by advertising for bids for the purchase of the Series 2014 Bonds. The Mayor, the Clerk of the Urban County Council and the Commissioner of Finance are hereby authorized to prepare such instruments and to distribute such information as shall be necessary to accomplish the foregoing, including preparation of a Preliminary Official Statement (the "Preliminary Official Statement") which Preliminary Official Statement is to be deemed final in accordance with Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"). In order to enable prospective purchasers to submit bids for the purchase of the Series 2014 Bonds, the Lexington-Fayette Urban County Government hereby covenants and agrees that it will execute, comply with and carry out all of the provisions of a continuing disclosure certificate (the "Continuing Disclosure Certificate") in connection with the issuance of the Series 2014 Bonds. Failure to comply with any such provisions of the Continuing Disclosure Certificate shall not constitute a default on the Series 2014 Bonds; however, any holder of the Series 2014 Bonds, including the beneficial owners of the Series 2014 Bonds, may take such action as may be necessary and appropriate, including seeking specific performance, to cause the Lexington-Fayette Urban County Government to comply with its obligations under the Continuing Disclosure Certificate. Further the Mayor is hereby authorized and directed on behalf of the Lexington-Fayette Urban County Government to execute all such instruments as shall be necessary to accomplish all of the foregoing.
SECTION 3. Such proposals shall be opened and reviewed by the Commissioner of Finance, and shall be acted upon by the Mayor on that same day in accordance with the terms of the bond ordinance with respect to the Series 2014B Bonds and the bond ordinance with respect to the Series 2014C Bonds. The Lexington-Fayette Urban County Government hereby approves the "Notice of Bond Sale," substantially in the form attached hereto to be published as required by law.
SECTION 4. The Mayor shall, in a certificate of award accepting the successful bid for the Series 2014 Bonds (the "Certificate of Award"), determine the exact principal amount of Series 2014 Bonds to be issued, the subseries designations of the Series 2014 Bonds, the rate or rates of interest which said Series 2014 Bonds shall bear, redemption provisions and the interest rate or rates on said Series 2014 Bonds shall be automatically fixed at the rate or rates set out in the successful bid accepted by said Certificate of Award. The proceeds of the sale of the Series 2014B Bonds shall be applied to the costs of the Series 2014B Project and paying the costs of issuance of the Series 2014B Bonds, and shall be expended as provided in the bond ordinance authorizing the Series 2014B Bonds. The proceeds of the sale of the Series 2014C Bonds shall be applied to the costs of the Series 2014C Project and paying the costs of issuance of the Series 2014C Bonds, and shall be expended as provided in the bond ordinance authorizing the Series 2014C Bonds.
SECTION 5. In the event that no bid shall be accepted for the purchase of the Series 2014 Bonds, bids may again be solicited for the purchase of the Series 2014 Bonds at a future date and hour at the discretion of the Mayor and the Commissioner of Finance, without the necessity of further authorization by the Urban County Council of the Lexington-Fayette Urban County Government.
SECTION 6. All resolutions or orders or parts thereof, if any, in conflict with the provisions of this Resolution, are to the extent of such conflict, hereby repealed.
SECTION 7. This Resolution shall become effective upon the date of its passage.
INTRODUCED AND GIVEN FIRST READING AND SECOND READING AND ADOPTED at a duly convened meeting of Urban County Council of the Lexington-Fayette Urban County Government held on the _____ day of _________, 2014, signed by the Mayor, attested under seal by the Clerk of Urban County Council, and ordered to be published, filed and indexed as provided by law.
ATTEST:
Meredith Nelson Urban County Council Clerk |
CERTIFICATE
I, the undersigned, Urban County Council Clerk of the Lexington-Fayette Urban County Government, do hereby certify that the foregoing Resolution is a true and complete copy of a certain Resolution duly adopted by the Urban County Council of said Lexington-Fayette Urban County Government at a lawfully convened meeting of the Urban County Council of the Lexington-Fayette Urban County Government held on ______________, 2014, signed by the Mayor and now in full force and effect, all as appears from the official records of the Lexington-Fayette Urban County Government in my possession and under my control.
I do hereby further certify that said Resolution has not been amended, modified, superseded or repealed and that same remains in full force and effect as of the date of this Certificate.
WITNESS my hand as of this ____ day of ________________, 2014.
Meredith Nelson Urban County Council Clerk |
CERTIFICATE
I do hereby certify that the title to this enactment contains an accurate synopsis of the contents thereof and may be used to satisfy the reading and publication requirements of law.
PECK, SHAFFER & WILLIAMS LLP
EXHIBIT A
FORM OF NOTICE OF BOND SALE
Notice is hereby given that electronic bids will be received by the Commissioner of Finance of the Lexington-Fayette Urban County Government until 11:00 A.M., E.S.T., on Thursday, December 4, 2014 (or at such later time and date announced at least forty-eight hours in advance via the BiDCOMP/PARITY system) for the purchase of its (i) approximately $29,000,000 of Various Purpose General Obligation Bonds, Series 2014B (the "Series 2014B Bonds"); and (ii) approximately $3,000,000 of Energy Conservation General Obligation Bonds, Series 2014C (Federally Taxable - Qualified Energy Conservation Bond - Direct Payment to the Issuer) (the "Series 2014C Bonds" and together with the Series 2014B Bonds, the "Series 2014 Bonds"). The Series 2014 Bonds will be dated their date of initial delivery, being fully registered bonds in denominations in multiples of $5,000 (within the same maturity). The Series 2014B Bonds mature as to principal in varying amounts on January 1 in each of the years 2016 through 2035. The Series 2014C Bonds mature on June 1, 2027. Electronic bids may be submitted via BiDCOMP/PARITY, in the manner described below.
Bids must be on the Official Bid Form contained in the Preliminary Official Statement, available from the undersigned, at www.idealprospectus.com, or from the Financial Advisor: Civic Finance Advisors, LLC, 333 West Vine Street, Suite 1610, Lexington, KY 40507, Telephone: (855) 211-1525, Attention: Chris Bowling. The Preliminary Official Statement has been deemed "final" by the Corporation within the meaning of Securities and Exchange Commission Rule 15c2-12. For further information regarding PARITY®, potential bidders may contact PARITY®, telephone (212) 404-8102. In order to assist bidders in complying with the continuing disclosure requirements of the Rule, the Lexington-Fayette Urban County Government will undertake in a Continuing Disclosure Certificate to be delivered at closing, to provide to the applicable repositories annual reports and notices of certain material events with respect to the Series 2014 Bonds. Reference is made to the Official Terms and Conditions of Bond Sale contained in the Preliminary Official Statement for further details and bidding conditions.
Sale of the Series 2014 Bonds subject to the approving legal opinions of Peck, Shaffer & Williams, a division of Dinsmore & Shohl LLP, Bond Counsel, Lexington, Kentucky. The Series 2014 Bonds have not been designated as "qualified tax-exempt obligations" within the meaning of §265(b)(3) of the Internal Revenue Code of 1986, as amended.
The Lexington-Fayette Urban County Government reserves the right to reject any and all bids or to waive informality.
LEXINGTON-FAYETTE URBAN COUNTY GOVERNMENT
By: /s/ Jim Gray