RESOLUTION NO. 6986

RESOLUTION AUTHORIZING THE OFFERING FOR SALE OF GENERAL OBLIGATION TEMPORARY NOTES, SERIES 2012-I, GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS, SERIES 2012-A AND GENERAL OBLIGATION SALES TAX REFUNDING BONDS, SERIES 2012-B OF THE CITY OF LAWRENCE, KANSAS.

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

Project	Ordinance/ Resolution No.	Authority	Estimated Project Costs to be Funded
Facility Improvements	6937/6979	Charter Ord. 27	$687,785
23^rd & O’Connell	6940	K.S.A. 12-685 et seq.	840,222
Farmland Master Plan	8659	Art. 12, Sec. 5 of the Kansas Const.	148,275
9^th & Tennessee	6927	K.S.A. 12-685 et seq.	123,562
Wakarusa, Clinton to 6^th	6936	K.S.A. 12-685 et seq.	988,496
Delaware, 19^th to 22^nd Terrace	6944	K.S.A. 12-685 et seq.	197,669
Incubator Expansion (2011)	8658	Art. 12, Sec. 5 of the Kansas Const.	494,248
Incubator Expansion (2012)	8727	Art. 12, Sec. 5 of the Kansas Const.	500,000
Library Expansion	6917	Charter Ord. 40	17,930,979
23^rd Street ITS	6949	K.S.A. 12-685 et seq.	90,000
6^th & Iowa	6957	K.S.A. 12-685 et seq.	900,000
2013 KLINK (Iowa, South City Limits to 6^th Street)	6978	K.S.A. 12-685 et seq.	400,000
Iowa St., 15^th to Yale	6889	K.S.A. 12-685 et seq.	800,000
23^rd Street (K-10) and Iowa	6966	K.S.A. 12-685 et seq.	178,176

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

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

WHEREAS, a portion of the proceeds of the Series 2012-I Notes will be used to retire a portion of the Issuer’s General Obligation Temporary Notes, Series 2011-I (the “Refunded Notes”); and

WHEREAS, the Issuer has heretofore authorized certain internal improvements described as follows (the “Bond Projects,” collectively referred to with the Note Projects as the “Improvements”):

Project	Ordinance/ Resolution No.	Authority	Estimated Project Costs to be Funded
Fairfield East Sanitary Sewer	8679	K.S.A. 12-6a01 et seq.	$395,951
Fairfield East Streets	8680	K.S.A. 12-6a01 et seq.	1,363,858
Oregon Trail Stormwater	8129	K.S.A. 12-6a01 et seq.	509,437
Facility Improvements	6937/6979	Charter Ord. 27	548,839
23^rd Street Access	6933	K.S.A. 12-685 et seq. and Art. 12, Sec. 5 of the Kansas Const.	12,356
2012 KLINK (6^th, Iowa to Montana)	6935	K.S.A. 12-685 et seq.	964,496
23^rd Street Bridge	6934	K.S.A. 12-685 et seq.	103,275
Delaware, 8^th to 9^th	6941	K.S.A. 12-685 et seq.	524,872
Fire Truck	6943	K.S.A. 12-110c	347,967
2011 KLINK (6^th Street, Massachusetts to Folks Road)	6926	K.S.A. 12-685 et seq.	65,000
2^nd and 6^th ITS	6778/_____	K.S.A. 12-685 et seq.	10,000
County Emergency Radio	8778	Art. 12, Sec. 5 of the Kansas Const.	1,000,000

WHEREAS, the Issuer has heretofore issued and has outstanding general obligation bonds; and

WHEREAS, due to the current interest rate environment, the Issuer has the opportunity to issue its general obligation refunding bonds in order to achieve an interest cost savings on all or a portion of the debt represented by such general obligation bonds described as follows (collectively the “Series 2012-A Refunded Bonds”):

Description	Series	Dated Date	Years	Amount
General Obligation Refunding Bonds	2002-B	May 15, 2002	2013 to 2019	$1,040,000
General Obligation Refunding Bonds	2003-A	January 1, 2003	2013 to 2016	$1,045,000

; and

WHEREAS, the Issuer desires to issue its general obligation improvement and refunding bonds in order to permanently finance the costs of the Bond Projects, to retire a portion of the Refunded Notes, which were issued to temporarily finance a portion of the costs of the Bond Projects, and to refund the Series 2012-A Refunded Bonds; and

WHEREAS, the Issuer has heretofore issued and has outstanding general obligation sales tax bonds; and

WHEREAS, due to the current interest rate environment, the Issuer has the opportunity to issue its general obligation sales tax refunding bonds in order to achieve an interest cost savings on all or a portion of the debt represented by such general obligation sales tax bonds described as follows (the “Series 2012-B Refunded Bonds” and together with the Series 2012-A Refunded Bonds, the “Refunded Bonds”):

Description	Series	Dated Date	Years	Amount
General Obligation Sales Tax Refunding Bonds	2003-B	January 1, 2003	2013 to 2016	$3,535,000

; and

WHEREAS, the Issuer desires to issue its general obligation sales tax refunding bonds in order to refund the Series 2012-B Refunded Bonds; and

WHEREAS, the Issuer desires to authorize the Clerk, Finance Director, and other officers and representatives of the Issuer to proceed with the offering for sale of said general obligation temporary notes, general obligation bonds, and General Obligation Sales Tax Refunding Bonds and related activities; and

WHEREAS, one of the duties and responsibilities of the Issuer is to prepare and distribute a preliminary official statement relating to said general obligation temporary notes, general obligation bonds and General Obligation Sales Tax Refunding Bonds; and

WHEREAS, the Issuer desires to authorize the Clerk, Finance Director, and other officers and representatives of the Issuer to proceed with the preparation and distribution of a preliminary official statement and notice of bond sale and to authorize the distribution thereof and all other preliminary action necessary to sell said general obligation temporary notes, general obligation bonds and General Obligation Sales Tax Refunding Bonds.

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

Section 1. The Issuer is hereby authorized to offer at competitive public sale approximately $24,400,000 principal amount of General Obligation Temporary Notes, Series 2012-I (the “Notes”), approximately $8,040,000 principal amount of General Obligation Improvement and Refunding Bonds, Series 2012-A (the “Series 2012-A Bonds”) and approximately $3,595,000 principal amount of General Obligation Sales Tax Refunding Bonds, Series 2012-B (the “Series 2012-B Bonds,” and together with the Series 2012-A Bonds, the “Bonds”)), all as described a Notice of Sale to be prepared by the Finance Director, in conjunction with Gilmore & Bell, P.C., Kansas City (“Bond Counsel”), Springsted Incorporated (“Financial Advisor”), the Clerk and other appropriate officers of the Issuer.

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 Issuer are hereby authorized to use such document in connection with the public sale of the Notes and the Bonds.

Section 3. If required by law, the Finance Director, in conjunction with Bond Counsel, is hereby authorized and directed to give notice of said bond sale by publishing a summary of the Notice of Sale not less than 6 days before the date of the bond sale in a newspaper of general circulation in Douglas County, Kansas, and the Kansas Register and by distributing copies of the Notice of Sale and Preliminary Official Statement to prospective purchasers of the Notes and Bonds. Bids for the purchase of the Notes and Bonds shall be submitted upon the terms and conditions set forth in said Notice of Sale, and shall be delivered to the governing body at its meeting to be held on the date of such sale, at which meeting the governing body shall review such bids and shall award the sale of the Notes and Bonds or reject all bids for a particular series of the Notes or Bonds.

Section 4. For the purpose of enabling the purchaser of the Notes and the purchaser of the Bonds (collectively, the “Purchasers”) to comply with the requirements of Rule 15c2-12 of the Securities Exchange Commission (the “Rule”), the appropriate officers of the Issuer 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 Issuer’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 Purchasers to comply with the requirement of the Rule.

Section 5. The Issuer agrees to provide to the Purchasers within seven business days of the date of the sale of Notes and Bonds 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 Issuer, 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 and Bonds. Such officials are also directed and authorized to make provision for payment of the following described temporary notes of the Issuer, at their maturity, from proceeds of the Notes and the Series 2012-A Bonds and other available funds:

Series

Dated

Date

Maturity

Date

Original

Amount

Outstanding

Amount

Redemption

Amount

2011-I

September 15, 2011

October 1, 2012

$14,375,000

$14,375,000, plus interest thereon to maturity

The officers and representatives of the Issuer are further authorized and directed to take such action as may be necessary, after consultation with the Financial Advisor and Bond Counsel, to provide for notice of redemption of the Refunded Bonds.

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

ADOPTED by the governing body on August 7, 2012.

(SEAL)

Mayor

ATTEST:

Clerk

NOTICE OF SALE

$24,400,000*

GENERAL OBLIGATION TEMPORARY NOTES

SERIES 2012-I

$8,040,000^*

GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS

SERIES 2012-A

$3,595,000^*

GENERAL OBLIGATION SALES TAX REFUNDING BONDS

SERIES 2012-B

OF THE CITY OF LAWRENCE, KANSAS

(GENERAL OBLIGATIONS PAYABLE

FROM UNLIMITED AD VALOREM TAXES)

Bids. Sealed, facsimile and electronic (as explained below) bids for the purchase of General Obligation Temporary Notes, Series 2012-I (the “Notes”), General Obligation Improvement and Refunding Bonds, Series 2012-A (the “Series 2012-A Bonds”) and General Obligation Sales Tax Refunding Bonds, Series 2012-B (the “Series 2012-B Bonds,” and together with the Series 2012-A Bonds, the “Bonds”) of the City of Lawrence, Kansas (the “City”) 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 through the PARITY electronic bid submission system (“PARITY”), on Tuesday, September 11, 2012 at the following times:

Issue	Bid Time (the “Submittal Hour”)
Series 2012-I Notes	11:00 a.m. Central Daylight Time
Series 2012-A Bonds	11:30 a.m. Central Daylight Time
Series 2012-B Bonds	11:30 a.m. Central Daylight Time

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.

THE NOTES

Terms of the Notes. The Notes will consist of fully registered notes in the denomination of $5,000 or any integral multiple thereof (the “Authorized Denomination”). The Notes will be dated September 15, 2012 (the “Dated Date”) and will become due on October 1, 2013. The Notes will bear interest from the dated date at the rate determined when the Notes are sold. Interest on the Notes will be payable on April 1, 2013 and at maturity on October 1, 2013.

Redemption of Notes Prior to Maturity. The Notes are not subject to redemption prior to maturity.

Authority, Purpose and Security. The Notes are being issued pursuant to K.S.A. 10-123, K.S.A. 12-685 et seq., Article 12, § 5 of the Constitution of the State of Kansas and Charter Ordinance Numbers 27 and 40 of the City, all as amended and supplemented, and a resolution adopted by the governing body of the City (the “Note Resolution”) for the purpose of paying a portion of the cost of certain economic development projects and street, public building and other public improvements. The Notes shall be general obligations of the City payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of certain improvements, 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 Notes as the same become due.

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 and the interest thereon will be payable at maturity to the owners thereof whose names are on the registration books 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.

THE SERIES 2012-A BONDS

Terms of the Series 2012-A Bonds. The Series 2012-A Bonds will consist of fully registered bonds in the denomination of $5,000 or any integral multiple thereof (the “Authorized Denomination”). The Series 2012-A Bonds will be dated September 15, 2012 (the “Dated Date”) and will become due in principal installments on September 1 in the years as follows:

MATURITY	PRINCIPAL AMOUNT*	MATURITY	PRINCIPAL AMOUNT^*
2013	$905,000	2019	$625,000
2014	905,000	2020	495,000
2015	890,000	2021	505,000
2016	900,000	2022	510,000
2017	625,000	2023	520,000
2018	630,000	2024	530,000

The Series 2012-A Bonds will bear interest from the dated date at rates to be determined when the Bonds are sold, which interest will be payable semiannually on March 1 and September 1 in each year, beginning on March 1, 2013.

Authority, Purpose and Security. The Series 2012-A Bonds are being issued pursuant to and in full compliance with the Constitution and statutes of the State of Kansas, including, without limitation, K.S.A. 10-101 et seq., K.S.A. 12-110c, K.S.A. 12-6a01 et seq., K.S.A. 12-685 et seq., Article 12, § 5 of the Constitution of the State of Kansas and Charter Ordinance Number 27 of the City, all as amended and supplemented, and an ordinance and resolution adopted by the governing body of the City (jointly the “Series 2012-A Bond Resolution”) for the purpose of paying the costs of certain street, sewer, stormwater, water, fire equipment, emergency system upgrades, public buildings and other public improvements in the City, refunding certain outstanding general obligation bonds of the City and paying the costs of issuing the Series 2012-A Bonds. The Series 2012-A Bonds shall be general obligations of the City payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of certain improvements, 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, with the balance payable 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 2012-A Bonds as the same become due.

Redemption of Bonds Prior to Maturity.

General. Whenever the City is to select Series 2012-A Bonds for the purpose of redemption, it will, in the case of Series 2012-A Bonds in denominations greater than the minimum Authorized Denomination, if less than all of the Series 2012-A Bonds then outstanding are to be called for redemption, treat each minimum Authorized Denomination of face value of each such fully registered Series 2012-A Bond as though it were a separate Bond in the minimum Authorized Denomination.

Optional Redemption. At the option of the City, Series 2012-A Bonds or portions thereof maturing on September 1 in the years 2023, and thereafter, will be subject to redemption and payment prior to maturity on September 1, 2022, and thereafter, as a whole at any time or in part (selection of maturities and the amount of Bonds of each maturity to be redeemed to be determined by the City in such equitable manner as it may determine) at any time, at the redemption price of 100% (expressed as a percentage of the principal amount), plus accrued interest to the date of redemption.

Mandatory Redemption. A bidder may elect to have all or a portion of the Series 2012-A Bonds scheduled to mature in consecutive years issued as term bonds (the “Term Bonds”) scheduled to mature in the latest of said consecutive years and subject to mandatory redemption requirements consistent with the schedule of serial maturities set forth above, subject to the following conditions: (a) not less than all Series 2012-A Bonds of the same serial maturity shall be converted to Term Bonds with mandatory redemption requirements; and (b) a bidder shall make such an election by completing the applicable paragraph on the Official Bid Form.

Notice and Effect of Call for Redemption. Unless waived by any owner of Series 2012-A Bonds to be redeemed, if the City shall call any Series 2012-A Bonds for redemption and payment prior to the maturity thereof, the City shall give written notice of its intention to call and pay said Series 2012-A Bonds to the Bond Registrar. In addition, the City shall cause the Bond Registrar to give written notice of redemption to the registered owners of said Series 2012-A Bonds. The Bond Registrar shall deposit said written notice in United States first class mail not less than 30 days prior to the date fixed for redemption. All notices of redemption shall state the date of redemption, the redemption price, the Series 2012-A Bonds to be redeemed, the place of surrender of Series 2012-A Bonds so called for redemption and a statement of the effect of the redemption. The City shall also give such additional notice as may be required by Kansas law or regulation of the Securities and Exchange Commission in effect as of the date of such notice. If any Series 2012-A Bond be called for redemption and payment as aforesaid, all interest on such Series 2012-A Bond shall cease from and after the date for which such call is made, provided funds are available for its payment at the price hereinbefore specified.

THE SERIES 2012-B BONDS

Terms of the Series 2012-B Bonds. The Series 2012-B Bonds will consist of fully registered bonds in the denomination of $5,000 or any integral multiple thereof (the “Authorized Denomination”). The Series 2012-B Bonds will be dated September 15, 2012 (the “Dated Date”) and will become due in principal installments on September 1 in the years as follows:

MATURITY	PRINCIPAL AMOUNT*
2013	$885,000
2014	890,000
2015	900,000
2016	920,000

The Series 2012-B Bonds will bear interest from the dated date at rates to be determined when the Bonds are sold, which interest will be payable semiannually on March 1 and September 1 in each year, beginning on March 1, 2013.

Authority, Purpose and Security. The Series 2012-B Bonds are being issued pursuant to and in full compliance with the Constitution and statutes of the State of Kansas, including, without limitation, K.S.A. 10-101 et seq. and K.S.A. 10-427 et seq., all as amended and supplemented, and an ordinance and resolution adopted by the governing body of the City (jointly the “Series 2012-B Bond Resolution”) for the purpose of refunding certain general obligation sales tax bonds of the City and paying the costs of issuing the Series 2012-B Bonds. The Series 2012-B Bonds shall be general obligations of the City from the revenue received by the City from the countywide sales tax levied by Douglas County, Kansas 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 hereby irrevocably pledged for the prompt payment of the principal of and interest on the Series 2012-B Bonds as the same become due.

Redemption of Bonds Prior to Maturity.

Optional Redemption. The Series 2012-B Bonds are not subject to redemption and payment prior to maturity.

Mandatory Redemption. A bidder may elect to have all or a portion of the Series 2012-B Bonds scheduled to mature in consecutive years issued as term bonds (the “Term Bonds”) scheduled to mature in the latest of said consecutive years and subject to mandatory redemption requirements consistent with the schedule of serial maturities set forth above, subject to the following conditions: (a) not less than all Series 2012-B Bonds of the same serial maturity shall be converted to Term Bonds with mandatory redemption requirements; and (b) a bidder shall make such an election by completing the applicable paragraph on the Official Bid Form.

THE SERIES 2012-A BONDS AND THE SERIES 2012-B BONDS

Place of Payment. The principal of and interest on the Bonds will be payable in lawful money of the United States of America by check or draft of the Treasurer of the State of Kansas, Topeka, Kansas (the “Paying Agent” and “Bond Registrar”). The principal of each Bond will be payable at maturity or earlier redemption to the owners thereof whose names are on the registration books (the “Bond Register”) of the Bond Registrar (the “Registered Owner”) upon presentation and surrender at the principal office of the Paying Agent. Interest on each Bond will be payable to the Registered Owner of such Bond 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 Bond 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, 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.

Bond Registration. The Bonds 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 Bond Registrar for registration and transfer of the Bonds and will also pay for printing a reasonable supply of registered bond blanks. Any additional costs or fees that might be incurred in the secondary market, other than fees of the Bond Registrar, will be the responsibility of the Owners.

THE BONDS AND THE NOTES

Adjustment of Issue Size. The Issuer reserves the right to increase or decrease the total principal amount of the Notes or either series of the Bonds, depending on the purchase price and interest rates bid and the offering prices specified by the Successful Bidder(s). The principal amount of any maturity may be adjusted by the Issuer in order to properly size the Bond issue based on the required size of the refunding escrows created with proceeds of the Bonds and premium, discount and interest rates bid on the Notes or a series of the Bonds. The Successful Bidder for the Notes or a series of the Bonds 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 or Bonds or principal of any maturity as described herein. If there is an increase or decrease in the final aggregate principal amount of Notes or the Bonds or the schedule of principal payments as described above, the Issuer will notify the Successful Bidder by means of telephone or facsimile transmission, subsequently confirmed in writing, no later than 2:00 p.m., central daylight time, on the Sale Date. The actual purchase price for the Notes or a series of the Bonds shall be calculated by applying the percentage of par value bid by the Successful Bidder against the final aggregate principal amount of such Notes or series of the Bonds, as adjusted, plus accrued interest from the date of the Notes and Bonds to the date of delivery.

Book-Entry-Only System. The Notes and the Bonds (the “Securities”) 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 Securities. During the term of the Securities, 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 Securities to DTC or its nominee as the Registered Owner of the Securities, 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 Securities to is participants who shall be responsible for transmitting payments to beneficial owners of the Securities 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 (i) DTC determines not to continue to act as securities depository for the Securities, or (ii) the City determines that continuation of the book-entry-only form of evidence and transfer of ownership of the Securities would adversely affect the interests of the beneficial owners of the Securities, 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 Securities 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 Securities and DTC.

Ratings. The City has applied to Moody’s Investors Service, Inc. for ratings on the Securities.

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

Delivery and Payment. The City will pay for printing the Securities and will deliver the Securities properly prepared, executed and registered without cost on or about September 27, 2012, at DTC for the account(s) of the successful bidder(s). The successful bidders will be furnished with a certified transcript of the proceedings evidencing the authorization and issuance of the Securities and the usual closing documents, including a certificate that there is no litigation pending or threatened at the time of delivery of the Securities affecting their validity and a certificate regarding the completeness and accuracy of the Official Statement. Payment for the Securities shall be made in federal reserve funds, immediately available for use by the City.

Certification as to Offering 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 bidders will be required to complete, execute and deliver to the City prior to the delivery of the Securities, a certificate regarding the “issue price” of the Securities (as defined in Section 148 of the Code), reflecting the initial offering prices (excluding accrued interest and expressed as dollar prices) at which a substantial amount (i.e., 10% or more) of the Notes or Bonds of each maturity have been or are expected to be sold to the public. The term “public” excludes bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers. Such certificate shall state that 10% or more of the Notes or Bonds of each maturity have been or are expected to be sold to the public at prices no higher than such initial offering prices. However, such certificate may indicate that the successful bidder will not offer the Securities for sale to the public.

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

At the request of the Issuer, 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 Issuer 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 Issuer pursuant to future regulation or similar guidance from the IRS, the SEC or other federal or state regulatory authority.

BIDS FOR NOTES AND BONDS

Submission of Bids. All bids 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 2012-I,” “Proposal for General Obligation Improvement and Refunding Bonds, Series 2012-A,” or “Proposal for General Obligation Sales Tax Refunding Bonds, Series 2012-B”, as applicable. Written bids submitted by facsimile should not be preceded by a cover sheet and should be sent only once to (785)832-3405. Confirmation of receipt of facsimile bids may be made by contacting the Director of Finance at the number listed below. Bids for the Notes must be received prior to 11:00 a.m. on the Sale Date. Bids for Bonds must be received prior to 11:30 a.m. on the Sale Date. Bids for the Bonds must be accompanied by the Deposit (as hereinafter defined), which may be submitted separately, provided such Deposit is received by the City prior to 11:30 a.m. on the Sale Date. The City shall not be responsible for failure of transmission of facsimile or delivery by mail or in person of any bid.

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 the Notes and/or for either series of the Bonds. A separate bid must be submitted for the Notes and for each series of the Bonds. Proposals will be received for the Notes and each series of the Bonds bearing such rate or rates of interest as may be specified by the bidders, subject to the following conditions:

For the Notes: (a) the same rate shall apply to all 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 shall be for less than 99.50% of the principal amount of the Notes 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 discount, if any, the premium, if any, offered by the bidder, the net interest cost (expressed in dollars) on the basis of such bid on the basis of such bid.

For the Bonds: (a) a separate bid must be submitted or each series of Bonds; (b) the same rate shall apply to all Bonds of the same maturity year; (c) 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 Bonds are sold, plus 6%; (d) no supplemental interest payments will be considered; and (e) each interest rate specified shall be a multiple of 1/8 or 1/20 of 1%. The difference between the highest rate specified and the lowest rate specified cannot exceed 2.00%. For the Series 2012-A Bonds, no bid shall be for less than $7,975,680 (99.20% of the principal amount of the Series 2012-A Bonds) and accrued interest thereon to the date of delivery will be considered. For the Series 2012-B Bonds, no bid shall be for less than $3,577,025 (99.50% of the principal amount of the Series 2012-B Bonds) 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 Bonds 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 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.

For the Notes: A good faith deposit is not required for bids on the Notes.

For the Bonds: Each bid for the Bonds shall be accompanied by a good faith deposit (the “Deposit”) payable to the order of the Issuer to secure the Issuer from any loss resulting from the failure of the bidder to comply with the terms of its bid. The Deposit for the Series 2012-A Bonds must be in the amount of $160,800.00. The Deposit for the Series 2012-B Bonds must be in the amount of $71,900.00. The Deposit, which must be received by the Issuer prior to the Submittal Hour, may be in the form of a:

(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 or the Financial Advisor in advance at the telephone numbers 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. 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. Good Faith checks submitted by unsuccessful bidders will be returned; wire transfer Deposits submitted by unsuccessful bidders will not be accepted or shall be returned in the same manner received on the next business day following the Sale Date. The Issuer reserves the right to withhold reasonable charges for any fees or expenses incurred in returning a wire transfer Deposit. If the sale of the Bonds is awarded to a bidder utilizing a Surety Bond, the successful bidder is required to submit to the Issuer a cashier’s or certified check or wire transfer of immediately available federal funds to such financial institution requested by the Issuer, not later than 2:00 p.m., Central Daylight 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 Issuer to satisfy the Deposit requirement. No interest on the Deposit will be paid by the Issuer. If a bid is accepted, the Deposit, or the proceeds thereof, will be held by the Issuer 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 Issuer. If a bid is accepted but the Issuer fails to deliver the Bonds 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 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 Issuer as and for liquidated damages.

Basis of Award.

For the Notes: 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 bid price and 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.

For the Bonds: The award of each series of the Bonds will be made on the basis of the lowest true interest cost (“TIC”), which will be determined as follows: the TIC is the discount rate (expressed as a per annum percentage rate) which, when used in computing the present value of all payments of principal and interest to be paid on a particular series of the Bonds, from the payment dates to the Dated Date, produces an amount equal to the price bid, including any adjustments for premium, if any. Present value will be computed on the basis of semiannual compounding and a 360-day year of twelve 30-day months. Bidders are requested to supply calculation of the TIC for the Bonds on the Official Bid Form, computed as specified herein on the basis of their respective bids, which shall be considered as informative only and not binding on either the bidder or the City. If there is any discrepancy between the true interest cost specified and the bid price and interest rates specified, the specified bid price and interest rates shall govern and the true interest rates specified in the bid shall be adjusted accordingly. If two or more proper bids providing for identical amounts for the lowest TIC are received, the governing body of the City will determine which bid, if any, will be accepted, and its determination is final. The award of the Series 2012-B Bonds is predicated upon the Issuer achieving a certain level of savings in conjunction with the refunding issue, such amount to be solely determined by the Issuer.

The City reserves the right to reject any and/or all bids and to waive any irregularities in a submitted bid. Any bid for the Notes received after 11:00 a.m. on the Sale Date will be returned to the bidder. Any bid for the Bonds received after 11:30 a.m. on the Sale Date will be returned to the bidder. 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.

The City’s acceptance of the Successful Bidder’s proposal for the purchase of the Notes and the Bonds in accordance with this Notice of Sale shall constitute a contract between the City and the Successful Bidder for the purposes of Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”) and Rule G-32 of the Municipal Securities Rulemaking Board (“Rule G-32”) and a bond purchase agreement for purposes of the laws of the State. Such acceptance shall be determined solely by the governing body of the City.

ADDITIONAL INFORMATION

Preliminary Official Statement and Official Statement. The City has prepared a Preliminary Official Statement dated August 7, 2012, “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 Securities, 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 in order for the successful bidders to comply with the requirements of Rule 15c2-12(b)(3) and (4) of the Securities and Exchange Commission and Rule G-32 of the Municipal Securities Rulemaking Board (jointly the “Rules”). Additional copies may be ordered by the successful bidders at their expense. The City’s acceptance of the successful bidder’s proposal for the purchase of the Note or Bonds, as applicable, 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 and the Bond 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 certain national repositories, the State repository, if any, and the Municipal Securities Rulemaking Board, as applicable. This covenant is for the benefit of and is enforceable by any Registered Owner of the Securities. For further information, reference is made to the caption “CONTINUING DISCLOSURE” in the Preliminary Official Statement.

Assessed Valuation and Indebtedness. The equalized assessed tangible valuation of property within the City for computation of bonded debt limitations is $929,319,375 as of December 31, 2001. The total general obligation bonded indebtedness of the City as of the date of the Bonds and Notes, including the Bonds and Notes, but excluding the temporary notes and the bonds to be retired with a portion of the proceeds of the Bonds and Notes, is $___________.

Legal Opinion. The Securities 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 and will accompany the Bonds and Notes, as applicable, and will be delivered to the successful bidder when the Securities are delivered. The opinion will also include the opinion of Bond Counsel relating to the interest on the Securities being excluded from gross income for federal income tax purposes and exempt from income taxation by the State. Reference is made to the Preliminary Official Statement for further discussion of federal and Kansas income tax matters relating to the interest on the Securities.

Additional Information. Additional information regarding the Securities may be obtained from the City Clerk, 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: August 7, 2012.

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)832-3405

Financial Advisor:

Springsted Incorporated

380 Jackson Street, Suite 300

Saint Paul, Minnesota 55101

Attn: Bond Services

Phone No. (651) 223-3000

Fax No. (651) 223-3046

Email: advisors@springsted.com

OFFICIAL BID FORM

PROPOSAL FOR THE PURCHASE OF CITY OF LAWRENCE, KANSAS

GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS, SERIES 2012-A

TO: A. Ed Mullins, Finance Director September 11, 2012

City of Lawrence, Kansas

For $8,040,000* principal amount of General Obligation Improvement and Refunding Bonds, Series 2012-A, of the City of Lawrence, Kansas, to be dated September 15, 2012, as described in your Notice of Sale dated August 7, 2012, said Bonds to bear interest as follows:

Stated Maturity September 1	Principal Amount^*	Annual Rate of Interest	Stated Maturity September 1	Principal Amount^*	Annual Rate of Interest
2013	$905,000	__________%	2019	$625,000	__________%
2014	905,000	__________%	2020	495,000	__________%
2015	890,000	__________%	2021	505,000	__________%
2016	900,000	__________%	2022	510,000	__________%
2017	625,000	__________%	2023	520,000	__________%
2018	630,000	__________%	2024	530,000	__________%

the undersigned will pay the par value of the Bonds plus accrued interest to the date of delivery, plus a total premium in the amount set forth below.

Total interest cost to maturity at the rates specified ................................................................................................ $_______________________

Discount (if any) not to exceed 0.8% or $64,320 .................................................................................................. $_______________________

Premium (if any) .................................................................................................................................................. ($______________________)

Net interest cost...................................................................................................................................................... $_______________________

True Interest Cost ...................................................................................................................................................................... ____________%

o The Bidder elects to have the following Term Bonds:

Maturity Date	Years	Amount
September 1, ____	_________ to _________	$______________
September 1, ____	_________ to _________	$______________

subject to mandatory redemption requirements in the amounts and at the times shown above.

This proposal is subject to all terms and conditions contained in said Notice of Sale, and if the undersigned is the successful bidder, the undersigned will comply with all of the provisions contained in said Notice. A cashier’s or certified check or a qualified financial surety bond in the amount of $160,800.00 payable to the order of the City, accompanies this proposal as an evidence of good faith. The acceptance of this proposal by the City shall constitute a contract between the City and the successful bidder.

Submitted by:_________________________________

[LIST ACCOUNT MEMBERS ON REVERSE] By:__________________________________

Telephone No.(____)___________________________

ACCEPTANCE

Pursuant to action duly taken by the Governing Body of the City of Lawrence, Kansas, the above proposal is hereby accepted on September 11, 2012.

Attest:

___________________________________________ ___________________________________________

Clerk Mayor

NOTE: No additions or alterations in the above proposal form shall be made, and any erasures may cause rejection of any bid. Sealed bids may be filed with the Finance Director, A. Ed Mullins, Six East Sixth Street, Lawrence, Kansas 66044, facsimile bids may be filed with the Clerk, Fax No. (785)832-3405, electronic bids may be submitted via PARITY^®, at or prior to 11:30 a.m., Central Daylight Time, on September 11, 2012. Any bid received after such time will be returned to the bidder.

* Preliminary; subject to change as provided in the Notice of Sale.

THE NOTES

Maturity

Interest

Amount*

Interest

Maturity Date

Years

Amount

Interest

Maturity Date

Years

Amount

Amount^*