Title
An Ordinance of Lexington-Fayette Urban County Government authorizing the issuance of Lexington-Fayette Urban County Government Taxable General Obligation Pension Funding Refunding Bonds, Series 2017B, in one or more subseries, in an aggregate principal amount of $22,560,000, (which amount may be increased by an amount of up to ten percent (10%)) for the purpose of refunding all or a portion of the outstanding principal amount of Lexington-Fayette Urban County Government Taxable General Obligation Pension Funding Bonds, Series 2010D; approving a form of bond; authorizing designated officers to execute and deliver the bonds; providing for the payment and security of the bonds; creating a bond payment fund and escrow funds; maintaining the heretofore established sinking fund; authorizing a certificate of award for the acceptance of the bid of the bond purchaser for the purchase of the Series 2017B bonds; authorizing an Escrow Trust Agreement; and repealing inconsistent ordinances. [Dept. of Finance, O'Mara]
Summary
Authorize the Ordinance for the Sale and Issuance of the Lexington-Fayette Urban County Government Taxable General Obligation Pension Funding Refunding Bonds, Series 2017B2017A in an aggregate Principle amount not to exceed $22,560,000(which May be increased by 10%). for the purpose of refunding all or a portion of the outstanding principal amount of the General Obligation Bonds Taxable Pension Funding Bonds, Series 2010D. This Ordinance will permit the sale of the Taxable General Obligation Pension Funding Refunding Bonds, Series 2017B which the Lexington-Fayette Urban County Government Department of Finance has determined that the present conditions of the municipal market are much more favorable than at the time the Prior Bonds were issued and that it is therefore advantageous and in the best interests of the Lexington-Fayette Urban County Government to proceed with the issuance of its Taxable General Obligation Pension Funding Refunding Bonds, Series 2017B to realize interest savings in the issuance of the new bonds. The funds are Budgeted. There will be no fiscal impact for FY 2018. The annual impact will be $2,250,650 yearly for 20 years. (L0872-17)(O’Mara)
Budgetary Implications [select]: Yes
Advance Document Review:
Law: {Yes/, Completed by [Attorney Barberie, Date]}
Risk Management: {Select Yes/No, Completed by [Official, Date]}
Fully Budgeted [select]: Yes
Account Number: 1101-141401-1896-78401
This Fiscal Year Impact: $0 in FY 2018
Annual Impact: $2,250,650 yearly
Project:
Activity:
Budget Reference:
Current Balance:
Body
WHEREAS, the Lexington-Fayette Urban County Government, heretofore issued its $35,825,000 Taxable General Obligation Pension Funding Bonds, Series 2010D, currently outstanding in the principal amount of $26,470,000, (the "Prior Bonds,") the proceeds of which were used for the purpose of funding certain unfunded liabilities to the Policemen's and Firefighters' Retirement Fund of the Lexington-Fayette Urban County Government (the "Series 2010D Project"), based on computations set forth in actuarial reports dated July 1, 2008, as supplemented, prepared by Cavanaugh Macdonald Consulting LLC (the "Actuaries"); and
WHEREAS, the Lexington-Fayette Urban County Government has determined that the present conditions of the municipal market are much more favorable than at the time the Prior Bonds were issued and that it is therefore advantageous and in the best interests of the Lexington-Fayette Urban County Government to proceed with the issuance of its Taxable General Obligation Pension Funding Refunding Bonds, Series 2017B (the "Series 2017B Bonds"), in one or more subseries, on a taxable basis in a principal amount of $22,560,000, (which amount may be increased by an amount of up to ten percent (10%)) in order to refund all or a portion of the Prior Bonds and enable the Lexington-Fayette Urban County Government to realize debt service savings, provided that the final maturity of the Series 2017B Bonds shall be not later than June 1, 2030, and provided the refunding of the Prior Bonds shall result in debt service savings for the Lexington-Fayette Urban County Government as determined by the Commissioner of Finance and the financial advisor to the Lexington-Fayette Urban County Government; and
WHEREAS, pursuant to the Constitution and Laws of the Commonwealth of Kentucky, and particularly KRS 66.011 et. seq. (the "Act"), an urban county government may issue bonds, subject to the requirements of the Act, to refund outstanding bonds or obligations issued to pay all or any portion of the costs of any public project that an urban county government is authorized to acquire, improve or construct; and
WHEREAS, the Lexington-Fayette Urban County Government desires to refund the Prior Bonds through the issuance of the Series 2017B Bonds to be sold and awarded to the successful bidder (the "Purchaser") at public, competitive sale in accordance with the provisions of Chapter 424 of the Kentucky Revised Statutes.
NOW, THEREFORE, BE IT ORDAINED by the Council of the Lexington-Fayette Urban County Government (the "Urban County Council"), as follows:
SECTION 1. Necessity, Authorization and Purpose. The Lexington-Fayette Urban County Government hereby declares that it is necessary to issue and authorizes the issuance of its Taxable General Obligation Pension Funding Refunding Bonds, Series 2017B, in one or more subseries, on a taxable basis in a principal amount of $22,560,000 (which amount may be increased by an amount of up to ten percent (10%)), for the purpose of (i) refunding all or a portion of the Prior Bonds, and (ii) paying the costs of issuance of the Series 2017B Bonds.
The Series 2017B Bonds shall be offered for sale in accordance with the provisions hereof, and the determination of the best bids for the Series 2017B Bonds shall be made on the basis of all bids submitted for a principal amount of $22,560,000 (which amount may be increased by an amount of up to ten percent (10%)) of Series 2017B Bonds. The exact principal amount of Series 2017B Bonds to be issued and the determinations as to which Prior Bonds shall be refunded shall be established in the Certificate of Award to be executed by the Mayor of the Lexington-Fayette Urban County Government (the "Certificate of Award") awarding the Series 2017B Bonds to the Purchaser.
SECTION 2. Form. The Series 2017B Bonds shall be issued as fully registered Bonds, shall be designated "Taxable General Obligation Pension Funding Refunding Bonds, Series 2017B," or should other designation as provided in the Certificate of Award, shall express upon their faces the purpose for which they are issued, that they are issued under the Act and shall be substantially in the form set forth in Annex A. The Series 2017B Bonds shall be in denominations as requested by the Purchaser, which shall be in integral multiples of five thousand dollars ($5,000). The Series 2017B Bonds shall be dated their date of issuance and delivery or such other date as is determined in the Certificate of Award. Interest on the Series 2017B Bonds shall be payable each June 1 and December 1 (an "Interest Payment Date"), commencing December 1, 2017 at the stated interest rate or rates on the principal amount thereof or as otherwise provided in the Certificate of Award. The Series 2017B Bonds shall be serial or term bonds maturing, on June 1 of the years and in the amounts to be established in the Certificate of Award after advertised competitive sale of the Series 2017B Bonds based on the interest rates bid in the successful bid (the "Bid") and the provisions of this Section 2, provided that the final maturity date of the Series 2017B Bonds shall be as set forth in the Certificate of Award but shall be no later than June 1, 2030. The interest rate or rates on the Series 2017B Bonds shall be determined in the Certificate of Award based on the Bid; provided that the aggregate true interest cost of the Series 2017B Bonds shall not exceed six percent (6.0%).
The Series 2017B Bonds shall be subject to optional and/or mandatory redemption as provided in the Certificate of Award. At least thirty (30) days before any optional or mandatory sinking fund redemption date of any Series 2017B Bonds, of Branch Banking and Trust Company, Wilson, North Carolina (the "Paying Agent and Registrar") shall cause a notice of such redemption either in whole or in part, signed by the Paying Agent and Registrar, to be mailed, first class, postage prepaid, to all registered owners of the Series 2017B Bonds to be redeemed at their addresses as they appear on the registration books kept by the Paying Agent and Registrar, but failure to mail any such notice shall not affect the validity of the proceedings for such redemption of Series 2017B Bonds for which such notice has been sent. Each such notice shall set forth the date fixed for redemption, the redemption price to be paid and, if less than all of the Series 2017B Bonds being payable by their terms on a single date then outstanding shall be called for redemption, the distinctive number or letters, if any, of such Series 2017B Bonds to be redeemed.
On the date so designated for redemption, notice having been mailed in the manner under the conditions hereinabove provided and moneys for payment of the redemption price being held in the Bond Payment Fund (as defined herein) by the Paying Agent and Registrar for the registered owners of the Series 2017B Bonds to be redeemed, the Series 2017B Bonds so called for redemption shall become and be due and payable at the redemption price provided for redemption of such Series 2017B Bonds on such date, interest on the Series 2017B Bonds so called for redemption shall cease to accrue, and the registered owners of such Series 2017B Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof.
SECTION 3. Execution and Delivery. The Series 2017B Bonds shall be executed by the manual or facsimile signature of the Mayor and duly attested by the manual or facsimile signature of the Clerk of the Urban County Council (which, together with any other person as may be authorized by resolution are referred to as "Designated Officers"), shall have the seal of the Lexington-Fayette Urban County Government or a facsimile thereof affixed thereto, and shall bear the manual authenticating signature of an authorized representative of the bank designated in the Certificate of Award as the Paying Agent and Registrar for the Bonds (the "Paying Agent and Registrar"). The Designated Officers are further authorized and directed to deliver the Series 2017B Bonds to the Purchaser, upon the terms and conditions provided herein, in the Certificate of Award and in the Bid, receive the proceeds therefor, execute and deliver such certificates and other closing documents and take such other action as may be necessary or appropriate in order to effectuate the proper issuance, sale and delivery of the Series 2017B Bonds.
The Lexington-Fayette Urban County Government authorizes and directs the Paying Agent and Registrar to authenticate the Series 2017B Bonds and to deliver the Series 2017B Bonds to the Purchaser upon payment of the purchase price thereof.
SECTION 4. Payment. Payment of or on account of the interest on and principal of the Series 2017B Bonds shall be made directly to the Paying Agent and Registrar for the account of the registered owner. Interest on the Series 2017B Bonds shall be payable by check, mailed to the person whose name appears on the fifteenth day preceding an Interest Payment Date on the bond registration records as the registered owner, on each Interest Payment Date or by other transfer of funds acceptable to such registered owner and the Paying Agent and Registrar. Principal shall be payable in such coin or currency of the United States of America as shall be legal tender for the payment of public and private debts at the time and place of payment upon delivery of the Series 2017B Bonds to the Paying Agent and Registrar or by other transfer of funds acceptable to the Paying Agent and Registrar and such registered owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bonds to the extent of the sum or sums so paid.
SECTION 5. Bond Payment Fund, Payment of Bonds. There is hereby established with the Paying Agent and Registrar a bond payment fund in the name of the Lexington-Fayette Urban County Government to be known as the Taxable General Obligation Pension Funding Refunding Bonds, Series 2017B Bond Payment Fund (the "Bond Payment Fund"), into which the Lexington-Fayette Urban County Government covenants to deposit, and into which the Designated Officers are hereby authorized and directed to deposit from the Sinking Fund (hereinafter established), on or before the twenty-fifth (25th) day of each month which precedes an Interest Payment Date on the Series 2017B Bonds, the amount required to pay principal of and interest due on the Series 2017B Bonds on such Interest Payment Date. The Paying Agent and Registrar shall, without further authorization from the Lexington-Fayette Urban County Government, withdraw from the Bond Payment Fund, on such Interest Payment Date of the Series 2017B Bonds, the amounts necessary to pay principal of, and interest on, the Series 2017B Bonds to the registered owner of the same.
The Paying Agent and Registrar is hereby appointed Bond Payment Fund Depository with respect to the Series 2017B Bonds.
If the Lexington-Fayette Urban County Government shall fail or refuse to make any required deposit in the Bond Payment Fund from the Sinking Fund, the Paying Agent and Registrar shall (i) notify any agency of the Commonwealth of Kentucky or any political subdivision thereof which may collect and distribute taxes or revenues for the Lexington-Fayette Urban County Government to seek any available necessary or proper remedial action; and (ii) upon being indemnified against cost and expense, exercise any remedy provided in the Act or at law or in equity for the benefit of the owner of the Series 2017B Bonds or its assignee, and shall disburse all funds so collected to the owners of the Series 2017B Bonds as payment of the Series 2017B Bonds.
SECTION 6. General Obligation; Maintenance of Sinking Fund. The Series 2017B Bonds shall be full general obligations of the Lexington-Fayette Urban County Government and, for the payment of said Series 2017B Bonds and the interest thereon, the full faith, credit and revenue of the Lexington-Fayette Urban County Government are hereby pledged for the prompt payment thereof. During the period the Series 2017B Bonds are outstanding, there shall be and there hereby is levied on all the taxable property in the Lexington-Fayette Urban County Government, in addition to all other taxes, without limitation as to rate, a direct tax annually in an amount sufficient to pay the principal of and interest on the Series 2017B Bonds when and as due, it being hereby found and determined that current tax rates are within all applicable limitations. Said tax shall be and is hereby ordered computed, certified, levied and extended upon the tax duplicate and collected by the same officers in the same manner and at the same time that taxes for general purposes for each of said years are certified, extended and collected. Said tax shall be placed before and in preference to all other items and for the full amount thereof provided, however, that in each year to the extent that the other lawfully available funds of the Lexington-Fayette Urban County Government are available for the payment of the Series 2017B Bonds and are appropriated for such purpose, the amount of such direct tax upon all of the taxable property in the Lexington-Fayette Urban County Government shall be reduced by the amount of such other funds so available and appropriated.
Pursuant to Ordinance No. 60-2010 of the Lexington-Fayette Urban County Government adopted on April 22, 2010, with respect to the Prior Bonds, there has heretofore been established with the Lexington-Fayette Urban County Government a sinking fund (the "Series 2010D Sinking Fund"), which Series 2010D Sinking Fund is hereby ordered to be maintained and continued. The funds derived from said tax levy hereby required or other lawfully available funds shall be placed in the Series 2010D Sinking Fund and, together with interest collected on the same, are irrevocably pledged for the payment of the interest on and principal of all bonds issued under the Act and Tax-Supported Leases when and as the same fall due. Amounts shall be transferred from the Series 2010D Sinking Fund to the Bond Payment Fund at the times and in the amounts required by Section 5 hereof.
SECTION 7. Award; Certificate of Award. The Designated Officers are hereby directed to sell the Series 2017B Bonds to the Purchaser at advertised competitive sale, the final principal amount of, the principal amortization of and the interest rate or rates on the Series 2017B Bonds to be established in accordance with the requirements of Sections 1 and 2 hereof and the Certificate of Award. The Mayor is hereby authorized to execute the Certificate of Award without further action of the Urban County Council setting forth the terms of the Series 2017B Bonds and any other provisions required by and not inconsistent with this Bond Ordinance.
SECTION 8. Registered Owner; Transfer; Exchange. As long as the Series 2017B Bonds executed and delivered hereunder shall remain outstanding, the Paying Agent and Registrar shall maintain an office for the Registration of such Series 2017B Bonds and shall also keep at such office books for such registration and transfers. The registered owner of the Series 2017B Bonds, as set forth in the registration books maintained by the Paying Agent and Registrar on the fifteenth (15th) day preceding an Interest Payment Date, or its assignees, for purposes of this Bond Ordinance, to the extent of its interest, shall be treated as the owner of the Series 2017B Bonds and shall be entitled to all rights and security of the owner of the Series 2017B Bonds hereunder.
Upon surrender for registration of transfer of the Series 2017B Bonds at the office of the Paying Agent and Registrar with a written instrument of transfer satisfactory to the Paying Agent and Registrar, duly executed by the registered owner or the registered owner's duly authorized attorney, or, so long as the Series 2017B Bonds are in book-entry from in accordance with the Operational Arrangements of DTC, the Paying Agent and Registrar shall execute and deliver, in the name of the designated transferee or transferees, one or more Bonds of the same series of any authorized denomination and of a like tenor and effect.
All Series 2017B Bonds, upon surrender thereof at the office of the Paying Agent and Registrar, may, at the option of the registered owner thereof be exchanged for an equal aggregate principal amount of Series 2017B Bonds of the same series of any authorized denomination.
In all cases in which the privilege of exchanging or transferring Series 2017B Bonds is exercised, the Paying Agent and Registrar shall execute and deliver Series 2017B Bonds in accordance with the provisions of this Section. Every such exchange or transfer of Series 2017B Bonds, whether temporary or definitive, shall be without charge; provided that the Paying Agent and Registrar may impose a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer.
SECTION 9. Book-entry System. For purposes of this Bond Ordinance, the following terms shall have the following meanings:
"Book entry form" or "book entry system" means a form or system under which (i) the beneficial right to payment of principal of and interest on the Series 2017B Bonds may be transferred only through a book entry, and (ii) physical Series 2017B Bond certificates in fully registered form are issued only to the Depository or its nominee as registered owner, with the Series 2017B Bonds "immobilized" to the custody of the Depository, and the book entry maintained by others than the Lexington-Fayette Urban County Government or the Paying Agent and Registrar is the record that identifies the owners of beneficial interests in those Series 2017B Bonds and that principal and interest.
"Depository" means any securities depository that is a clearing agency under federal law operating and maintaining, together with its Participants or otherwise, a book entry system to record ownership of beneficial interests in Series 2017B Bonds or principal and interest, and to effect transfers of Series 2017B Bonds, in book entry form, and includes and means initially The Depository Trust Company (a limited purpose trust company), New York, New York.
"Participant" means any participant contracting with a Depository under a book entry system and includes security brokers and dealers, banks and trust companies, and clearing corporations.
All or any portion of the Series 2017B Bonds may be initially issued to a Depository for use in a book entry system, and the provisions of this Section 9 shall apply to such Series 2017B Bonds, notwithstanding any other provision of this Bond Ordinance. If and as long as a book entry system is utilized with respect to any such Series 2017B Bonds: (i) there shall be such number of Series 2017B Bonds of each maturity as the Depository shall specify; (ii) those Series 2017B Bonds shall be registered in the name of the Depository or its nominee, as registered owner, and immobilized in the custody of the Depository; (iii) the beneficial owners of Series 2017B Bonds in book entry form shall have no right to receive Series 2017B Bonds in the form of physical securities or certificates; (iv) ownership of beneficial interests in any Series 2017B Bonds in book entry form shall be shown by book entry on the system maintained and operated by the Depository and its Participants, and transfers of the ownership of beneficial interests shall be made only by book entry by the Depository and its Participants; and (v) the Series 2017B Bonds as such shall not be transferable or exchangeable, except for transfer to another Depository or to another nominee of a Depository, without further action by the Urban County Council. Debt service charges on Series 2017B Bonds in book entry form registered in the name of a Depository or its nominee shall be payable in the manner provided in the Lexington-Fayette Urban County Government's agreement with the Depository to the Depository or its authorized representative (i) in the case of interest, on each Interest Payment Date, and (ii) in all other cases, upon presentation and surrender of Series 2017B Bonds as provided in this Bond Ordinance.
The Paying Agent and Registrar may, with the approval of the Lexington-Fayette Urban County Government, enter into an agreement with the beneficial owner or registered owner of any Series 2017B Bond in the custody of a Depository providing for making all payments to that owner of principal and interest on that Series 2017B Bond or any portion thereof (other than any payment of the entire unpaid principal amount thereof) at a place and in a manner (including wire transfer of federal funds) other than as provided in this Bond Ordinance, without prior presentation or surrender of the Series 2017B Bond, upon any conditions which shall be satisfactory to the Paying Agent and Registrar and to the Lexington-Fayette Urban County Government. That payment in any event shall be made to the person who is the registered owner of that Series 2017B Bond on the date that principal is due, or, with respect to the payment of interest, as of the applicable date agreed upon as the case may be. The Paying Agent and Registrar shall furnish a copy of each of those agreements, certified to be correct by the Paying Agent and Registrar, to any other paying agents for Series 2017B Bonds and to the Lexington-Fayette Urban County Government. Any payment of principal or interest pursuant to such an agreement shall constitute payment thereof pursuant to, and for all purposes of, this Bond Ordinance.
The Mayor of the Lexington-Fayette Urban County Government is authorized and directed to execute, acknowledge and deliver, in the name of and on behalf of the Lexington-Fayette Urban County Government a letter agreement among the Lexington-Fayette Urban County Government, the Paying Agent and Registrar and The Depository Trust Company, as Depository, to be delivered in connection with the issuance of the Series 2017B Bonds to the Depository for use in a book entry system.
If any Depository determines not to continue to act as depository for the Series 2017B Bonds for use in a book entry system, the Lexington-Fayette Urban County Government and the Paying Agent and Registrar may attempt to establish a securities depository/book entry relationship with another qualified Depository under this Bond Ordinance. If the Lexington-Fayette Urban County Government and the Paying Agent and Registrar do not or are unable to do so, the Lexington-Fayette Urban County Government and the Paying Agent and Registrar, after the Paying Agent and Registrar has made provision for notification of the beneficial owners by the then Depository, shall permit withdrawal of the Series 2017B Bonds from the Depository and authenticate and deliver Series 2017B Bond certificates in fully registered form to the assigns of the Depository or its nominee, all at the cost and expense (including costs of printing definitive Series 2017B Bonds), if the event is not the result of action or inaction by the Urban County Council or the Paying Agent and Registrar, of those persons requesting such issuance.
SECTION 10. Disposition of Proceeds. The proceeds of the sale of the Series 2017B Bonds, except accrued interest, if any, shall be deposited as follows: (a) accrued interest, if any, shall be deposited to the Bond Payment Fund created in Section 5 hereof; (b) an amount sufficient to refund the Prior Bonds to be refunded, as set forth in the Certificate of Award, shall be deposited in the Escrow Fund created by the Escrow Trust Agreement authorized in Section 11 hereof and used to redeem the Prior Bonds as provided in the Escrow Trust Agreement for the Prior Bonds; and (c) the remainder of the proceeds shall be deposited to a special cost of issuance account in the name of Lexington-Fayette Urban County Government to be known as the Taxable General Obligation Pension Funding Refunding Bonds, Series 2017B Costs of Issuance Fund (the "Costs of Issuance Fund") hereby established and directed to be held by the Paying Agent and Registrar and used to pay the costs of issuance of the Series 2017B Bonds.
SECTION 11. Authorization of Escrow Trust Agreement. The Lexington-Fayette Urban County Government shall enter into an escrow trust agreement (the "Escrow Trust Agreement") with the escrow trustee named therein (the "Escrow Trustee"), for the purpose of providing sufficient funds to refund all or a portion the Prior Bonds. The Escrow Trustee shall receive compensation for its services in accordance with the Escrow Trust Agreement. The Designated Officers are hereby each separately authorized and directed to execute said Escrow Trust Agreement on behalf of the Lexington-Fayette Urban County Government.
SECTION 12. Purchase of Escrow Securities. With respect to the funding of any escrow fund(s) necessary or appropriate in connection with the refunding of the Prior Bonds with a portion of the proceeds of the Series 2017B Bonds, the Designated Officers are hereby authorized to take any and all appropriate action for the order and purchase, at the appropriate time, of escrow securities such as state and local government securities, open market treasuries and similar defeasance obligations (the "Escrow Securities") for the credit of such escrow fund(s) pursuant to the provisions of the Escrow Trust Agreement. Such Escrow Securities may be in the form or forms recommended in writing by the Financial Advisor and approved by Dinsmore & Shohl LLP. The Financial Advisor is hereby specifically authorized to procure on behalf of the Lexington-Fayette Urban County Government, at the appropriate time, escrow securities such as open market treasuries and similar defeasance obligations for the credit of the escrow fund(s) as provided in the Escrow Trust Agreement. Any attorney with the firm of Dinsmore & Shohl LLP is hereby specifically authorized to execute and file on behalf of the Lexington-Fayette Urban County Government any subscriptions for United States Treasury Obligations, State and Local Government Series, as may be necessary, in order to fund, in part, such escrow fund(s) in connection with the refunding of the Prior Bonds. In addition, the Mayor of the Lexington-Fayette Urban County Government is hereby authorized to employ a verification agent with respect to the refunding of the Prior Bonds.
SECTION 13. Appointment and Engagement of Bond Counsel. Dinsmore & Shohl LLP, Lexington, Kentucky ("Bond Counsel") is hereby appointed as bond counsel (“Bond Counsel”), to provide the Issuer with its services in connection with the issuance, sale, and delivery of the Series 2017B Bonds. Bond Counsel shall be paid a fee of $1.10 per $1,000 of Series 2017B Bonds issued, inclusive of related expenses, provided, however, that publication expenses and transcripts incurred by Bond Counsel shall be reimbursed separately. A Designated Officer is hereby authorized and directed to execute and deliver on behalf of the Lexington-Fayette Urban County Government any appropriate agreements and/or engagement letters in connection with such appointment.
SECTION 14. Financial Advisor. J.J.B. Hilliard, W.L. Lyons, LLC (the “Financial Advisor”) is hereby appointed Financial Advisor to the Lexington-Fayette Urban County Government in connection with the issuance, sale and delivery of the Series 2017B Bonds. The Financial Advisor shall be paid a fee of $1.00 per $1,000 of Series 2017B Bonds issued. A Designated Officer is hereby authorized and directed to execute and deliver on behalf of the Issuer any appropriate agreements and/or engagement letters in connection with such appointment.
SECTION 15. Discharge of Bond Ordinance. If the Lexington-Fayette Urban County Government shall pay or cause to be paid, or there shall otherwise be paid, to the owners of the Series 2017B Bonds the total principal and interest due or to become due thereon through maturity, in the manner stipulated therein and in this Bond Ordinance, then the pledges made under this Bond Ordinance, and all covenants, agreements and other obligations of the Lexington-Fayette Urban County Government hereunder, shall thereupon cease, terminate and become void and be discharged and satisfied.
SECTION 16. Restriction on Use of Proceeds. This Urban County Council for and on behalf of the Lexington-Fayette Urban County Government hereby covenants that it will restrict the use of any tax-exempt proceeds of the Series 2017B Bonds hereby authorized in such manner and to such extent, if any, and take such other action as may be necessary, after taking into account reasonable expectations at the time the debt is incurred, so that they will not constitute obligations the interest on which is subject to federal income taxation or "arbitrage bonds" under Sections 103(b)(2) and 148 of the Code, and the regulations prescribed thereunder. The Mayor or any other officer having responsibility with respect to the issuance of the certificates, is authorized and directed to give an appropriate certificate on behalf of the Lexington-Fayette Urban County Government, on the date of delivery of the Series 2017B Bonds, for inclusion in the transcript of proceedings, setting forth the facts, estimates and circumstances and reasonable expectations pertaining to the use of the proceeds thereof and the provisions of said Sections 103(b)(2) and 148 and regulations thereunder.
These Series 2017B Bonds are not designated "qualified tax-exempt obligations" for the purposes set forth Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
SECTION 17. Filing. The Designated Officers are hereby authorized to undertake and cause all filings of notices or information which may be required by law to be filed by the Lexington-Fayette Urban County Government, including, but not limited to, the filing with the State Local Debt Officer required by law.
SECTION 18. Severability. If any one or more of the provisions of this Bond Ordinance should be determined by a court of competent jurisdiction to be contrary to law, then such provisions shall be deemed to be severable from all remaining provisions and shall not affect the validity of such other provisions.
SECTION 19. Inconsistent Actions. All prior ordinances, resolutions or parts thereof inconsistent herewith are hereby repealed.
SECTION 20. Open Meetings Compliance. All meetings of the Urban County Council and of its committees and any other public bodies, at which the formal actions in connection with the issuance of the Series 2017B Bonds were taken, or at which deliberations that resulted in such formal actions were held, were open meetings, and such formal actions were taken and any such deliberations took place while such meetings, after proper notice, were open to the public, in compliance with all legal requirements including KRS Sections 61.810, 61.815, 61.820 and 61.825.
SECTION 21. Effective Date. This Bond Ordinance shall become effective immediately upon adoption and publication of a summary thereof, as provided by law.
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INTRODUCED AND GIVEN FIRST READING at a duly convened meeting of the Urban County Council of the Lexington-Fayette Urban County Government on the _______ day of _________, 2017.
GIVEN SECOND READING, ENACTED AND ADOPTED at a duly convened meeting of the Urban County Council of the Lexington-Fayette Urban County Government on the ___ day of_____________, 2017.
LEXINGTON-FAYETTE URBAN COUNTY GOVERNMENT
By:
ATTEST:
By:
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Martha Allen Urban County Council Clerk |