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 Sewer System Revenue Refunding Bonds, series 2014, in an amount not to exceed $45,000,000. [Dept. of Finance, O'Mara]
Summary
Authorization for the issuance and sale of Sewer System Revenue Refunding Bonds - Series 2014A in an aggregate principal amount not to exceed $32,000,000 for the purpose of currently refunding the series 2009 bonds; and authorizing the issuance and sale of Sewer System Revenue Refunding Bonds - Series 2014B in a aggregate principal amount not to exceed $13,000,000 for the purpose of advance refunding the series 2010 bonds. (L0912-14)(O'Mara)
This is a request to authorize the issuance and sale of Sewer System Revenue Refunding Bonds - Series 2014A in an aggregate principal amount not to exceed $32,000,000 for the purpose of currently refunding the series 2009 bonds; and authorizing the issuance and sale of Sewer System Revenue Refunding Bonds - Series 2014B in a aggregate principal amount not to exceed $13,000,000 for the purpose of advance refunding the series 2010 bonds. Funds are budgeted.
Budgetary Implications: Yes
Advance Document Review: Law
Fully Budgeted:
Account Number:
This Fiscal Year Impact: $45,000,000
Annual Impact: $
Project:
Activity:
Budget Reference:
Current Balance:
Body
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 $45,960,000 (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 Sewer System and paying costs of issuance with respect to such Series 2009 Bonds; and
WHEREAS, the Lexington-Fayette Urban County Government, heretofore issued its Lexington-Fayette Urban County Government Sewer System Revenue Refunding Bonds, Series 2010A, dated May 13, 2014, originally issued in the principal amount of $13,860,000 (the "Series 2010 Bonds"), authorized by Ordinance No. 061-2010, enacted by the Lexington-Fayette Urban County Council on April 22, 2010, authorizing the issuance of the Series 2010 Bonds for the purpose of refunding the outstanding Sewer System Revenue Bonds, Series A of 2001 (the "2001A Bonds") which 2001A Bonds were used certain improvements to the Sewer System; 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 2014 (the "Series 2014 Bonds") in one or more subseries, in a principal amount not to exceed $45,000,000, in order to provide funds to (i) refund all of the Series 2009 Bonds and the Series 2010 Bonds and (ii) pay the costs of issuing the Series 2014 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 2014 Bonds in one or more subseries in the principal amount not to exceed $45,000,000, in order to provide funds to (i) refund all the outstanding Series 2009 Bonds and all the outstanding Series 2010 Bonds, and (ii) pay the costs of issuing the Series 2014 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 2014 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 2014 Bonds shall be applied to the costs of refunding all the outstanding Series 2009 Bonds and all the outstanding Series 2010 Bonds and paying the costs of issuance of the Series 2014 Bonds, and shall be expended as provided in the bond ordinance and/or supplemental indenture authorizing the Series 2014 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.
[Remainder of page intentionally left blank]
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, a
Division of Dinsmore & Shohl 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.D.T., on September ___, 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) not to exceed $_____________of Lexington-Fayette Urban County Government Tax-Exempt Sewer System Revenue Refunding Bonds, Series 2014A (the "Series 2014A Bonds") and (ii) not to exceed $_______________ Lexington-Fayette Urban County Government Taxable Sewer System Revenue Refunding Bonds, Series 2014B (the "Series 2014B Bonds" and collectively with the Series 2014A 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 2014A Bonds mature as to principal in varying amounts on September ____ in each of the years 20____ through 20____. The Series 2014B Bonds mature as to principal in varying amounts on September ____ in each of the years 20____ through 20____. 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: Raymond James & Associates, Inc., 489 East Main Street, Lexington, Kentucky 40507, telephone (859) 232-8211, Attn: Bob Pennington. 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