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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 Sewer System Refunding Revenue Bonds, Series 2013E, in an amount not to exceed $35,000,000. [Dept. of Finance, O'Mara]
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WHEREAS, the Lexington-Fayette Urban County Government, heretofore issued its Lexington-Fayette Urban County Government Taxable Sewer System Revenue Bonds, Series 2009 (Build America Bonds - Direct Pay), dated October 22, 2009, originally issued in the principal amount of $35,960,000 (the Series 2009 Bonds), authorized by Ordinance No. 221-2009, enacted by the Lexington-Fayette Urban County Council on October 15, 2009, authorizing the issuance of the Series 2009 Bonds for the purpose of financing certain improvements to the System and paying costs of issuance with respect to such Series 2009 Bonds; and
WHEREAS, the Lexington-Fayette Urban County Government has determined that due to the present conditions of the municipal market it is advantageous and in the best interests of the Lexington-Fayette Urban County Government for the purpose of realizing interest cost savings (as determined by the Commissioner of Finance) to proceed with the advertisement of bids for the purchase of its Lexington-Fayette Urban County Government Sewer System Refunding Revenue Bonds, Series 2013E (the "Series 2013E Bonds") in one or more subseries, in a principal amount not to exceed $35,000,000, in order to provide funds to (i) refund all or a portion of the Series 2009 Bonds and (ii) pay the costs of issuing the Series 2013E Bonds; and
NOW THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE LEXINGTON-FAYETTE URBAN COUNTY GOVERNMENT (THE "URBAN COUNTY COUNCIL"):
- The Lexington-Fayette Urban County Government, an urban county government and political subdivision of the Commonwealth of Kentucky, shall issue its Series 2013E Bonds in one or more subseries in the principal amount not to exceed $35,000,000, in order to provide funds to refund the Series 2009 Bonds (provided that the refunding of the Series 2009 Bonds shall result in debt service savings for the Lexington-Fayette Urban County Government as determined by the Commissioner of Finance and the financial advisors to the Lexington-Fayette Urban County Government) in order to provide funds to (i) refund all or a portion of the Series 2009 Bonds, and (ii) pay the costs of issuing the Series 2013E Bonds.
- 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 2013E 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 2013E 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 2013E Bonds. Failure to comply with any such provisions of the Continuing Disclosure Certificate shall not constitute a default on the Series 2013E Bonds; however, any holder of the Series 2013E Bonds, including the beneficial owners of the Series 2013E 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.
- 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 2013E 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.
- The Mayor shall, in a certificate of award accepting the successful bid for the Series 2013E Bonds (the "Certificate of Award"), determine the exact principal amount of Series 2013E Bonds to be issued, which Series 2009 Bonds shall be refunded, the subseries designations of the Series 2013E Bonds, the rate or rates of interest which said Series 2013E Bonds shall bear, redemption provisions and the interest rate or rates on said Series 2013E 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 2013E Bonds shall be applied to the costs of the refunding of all or a portion of the Series 2009 Bonds and paying the costs of issuance of the Series 2013E Bonds, and shall be expended as provided in the bond ordinance authorizing the Series 2013E Bonds.
- In the event that no bid shall be accepted for the purchase of the Series 2013E Bonds, bids may again be solicited for the purchase of the Series 2013E 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.
- 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.
- This Resolution shall become effective upon the date of its passage.
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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 _________, 2013, 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 |