GILMORE & BELL, P.C.

                                                                                                                      Draft - August 23, 2006

                                                                                   Document No. K107973\BasicDocs2(Bonds)

 

 

 

 

 

 

 

 

 

 

 

G.O. BASIC DOCUMENTS - BONDS

 

 

            A.        Excerpt of Minutes of Meeting approving sale, approving Ordinance/Bond Resolution

            B.         Ordinance

            C.         Bond Resolution

 

 

 

 

 

 

 

 


EXCERPT OF MINUTES OF A MEETING

OF THE GOVERNING BODY OF

 CITY OF LAWRENCE, KANSAS

HELD ON SEPTEMBER 12, 2006

 

            The governing body met in regular session at the usual meeting place in the City, at 6:35 p.m., the following members being present and participating, to-wit:

 

 

            Absent:

 

 

            The Mayor declared that a quorum was present and called the meeting to order.

 

* * * * * * * * * * * * * *

 

(Other Proceedings)

 

            The Clerk reported that pursuant to the Notice of Sale heretofore duly given, bids for the purchase of $17,260,000 principal amount of General Obligation Bonds, Series 2006-A, dated September 15, 2006, of the City had been received.  A tabulation of said bids is set forth as Exhibit A hereto.

 

            Thereupon, the governing body reviewed and considered the bids and it was found and determined that the bid of ____________________________________________________________, was the best bid for the Bonds, a copy of which is attached hereto as Exhibit B.

 

            City                                                       moved that said bid be accepted and that the Mayor and Clerk be authorized and directed to execute the bid form selling the Bonds to the best bidder on the basis of said bid and the terms specified in the Notice of Sale.  The motion was seconded by City                                                          .  Said motion was carried by a vote of the governing body with the vote being as follows:

 

            Yea:                                                                                                                  .

 

            Nay:                                                                                                                 .

 

            Thereupon, there was presented an Ordinance entitled:

 

AN ORDINANCE AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $17,260,000 PRINCIPAL AMOUNT OF GENERAL OBLIGATION BONDS, SERIES 2006-A, OF THE CITY OF LAWRENCE, KANSAS; PROVIDING FOR THE LEVY AND COLLECTION OF AN ANNUAL TAX FOR THE PURPOSE OF PAYING THE PRINCIPAL OF AND INTEREST ON SAID BONDS AS THEY BECOME DUE; AUTHORIZING CERTAIN OTHER DOCUMENTS AND ACTIONS IN CONNECTION THEREWITH; AND MAKING CERTAIN COVENANTS WITH RESPECT THERETO.

 

            Thereupon, City                                                              moved that said Ordinance be passed.  The motion was seconded by City                                                           .  Said Ordinance was duly read and considered, and upon being put, the motion for the passage of said Ordinance was carried by the vote of the governing body, the vote being as follows:

 

            Yea:                                                                                                                  .

 

            Nay:                                                                                                                 .

 

            Thereupon, the Mayor declared said Ordinance duly passed and the Ordinance was then duly numbered Ordinance No. ______, was signed and approved by the Mayor and attested by the Clerk and was directed to be published one time in the official newspaper of the City.

 

            Thereupon, there was presented a Resolution entitled:

 

A RESOLUTION PRESCRIBING THE FORM AND DETAILS OF AND AUTHORIZING AND DIRECTING THE SALE AND DELIVERY OF $17,260,000 PRINCIPAL AMOUNT OF GENERAL OBLIGATION BONDS, SERIES 2006-A, OF THE CITY OF LAWRENCE, KANSAS, PREVIOUSLY AUTHORIZED BY ORDINANCE NO. ______ OF THE ISSUER; MAKING CERTAIN COVENANTS AND AGREEMENTS TO PROVIDE FOR THE PAYMENT AND SECURITY THEREOF; AND AUTHORIZING CERTAIN OTHER DOCUMENTS AND ACTIONS CONNECTED THEREWITH.

 

            Thereupon, City                                                              moved that said Resolution be adopted.  The motion was seconded by City                                                           .  Said Resolution was duly read and considered, and upon being put, the motion for the adoption of said Resolution was carried by the vote of the governing body, the vote being as follows:

 

            Yea:                                                                                                                  .

 

            Nay:                                                                                                                 .

 

            Thereupon, the Mayor declared said Resolution duly adopted and the Resolution was then duly numbered Resolution No. ______ and was signed by the Mayor and attested by the Clerk.

 

* * * * * * * * * * * * * *

 

(Other Proceedings)

 

[BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]

 


            On motion duly made, seconded and carried, the meeting thereupon adjourned.

 

 

CERTIFICATE

 

            I hereby certify that the foregoing Excerpt of Minutes is a true and correct excerpt of the proceedings of the governing body of the City of Lawrence, Kansas, held on the date stated therein, and that the official minutes of such proceedings are on file in my office.

 

 

(SEAL)                                                                                                                                               

                                                                                                            Clerk


EXHIBIT A

BID TABULATION

 

$17,260,000 CITY OF LAWRENCE, KANSAS

GENERAL OBLIGATION BONDS

Dated:  September 15, 2006                                                                                             Sale Date:  September 12, 2006

Series 2006-A                                                                                                                             11:30 a.m.  .M., C.D.T.

Good Faith Deposit:  $345,200                                                                                             Max Interest Rate:  _____%

BIDDERS

 

____________

 

_____________

_____________

 

_____________

_____________

 

_____________

_____________

 

_____________

_____________

 

_____________

GOOD FAITH CHECK/SURETY BOND

 

___

 

___

 

___

 

___

 

___

INTEREST RATES:

 

 

 

 

 

2007

_____%

_____%

_____%

_____%

_____%

2004

_____%

_____%

_____%

_____%

_____%

2005

_____%

_____%

_____%

_____%

_____%

2006

_____%

_____%

_____%

_____%

_____%

2007

_____%

_____%

_____%

_____%

_____%

2008

_____%

_____%

_____%

_____%

_____%

2009

_____%

_____%

_____%

_____%

_____%

2010

_____%

_____%

_____%

_____%

_____%

2011

_____%

_____%

_____%

_____%

_____%

2026

_____%

_____%

_____%

_____%

_____%

TOTAL INTEREST COST:

$_____________

$_____________

$_____________

$_____________

$_____________

PREMIUM:

$(___________)

$(_____________)

$(____________)

$(_____________)

$(_____________)

NET INTEREST COST:

 

$_____________

 

$_____________

 

$_____________

 

$_______________

 

$_____________

TRUE INTEREST COST:

 

_____%

 

_____%

 

_____%

 

_____%

 

_____%

 


EXHIBIT B

 

(BID OF PURCHASER)

 

 


 

 

 

 

 

 

 

 

 

 

 

ORDINANCE NO. 8037

 

 

OF

 

 CITY OF LAWRENCE, KANSAS

 

 

 

PASSED

 

SEPTEMBER 12, 2006

 

____________________

 

 

 

$17,260,000

GENERAL OBLIGATION BONDS

SERIES 2006-A

 

 

 

 

 

 

 

 

 


(PUBLISHED IN THE LAWRENCE JOURNAL-WORLD ON SEPTEMBER __, 2006)

 

 

 

 

ORDINANCE NO. 8037

 

AN ORDINANCE AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $17,260,000 PRINCIPAL AMOUNT OF GENERAL OBLIGATION BONDS, SERIES 2006-A, OF THE CITY OF LAWRENCE, KANSAS; PROVIDING FOR THE LEVY AND COLLECTION OF AN ANNUAL TAX FOR THE PURPOSE OF PAYING THE PRINCIPAL OF AND INTEREST ON SAID BONDS AS THEY BECOME DUE; AUTHORIZING CERTAIN OTHER DOCUMENTS AND ACTIONS IN CONNECTION THEREWITH; AND MAKING CERTAIN COVENANTS WITH RESPECT THERETO.

 

            WHEREAS, the City is a city of the first class, duly created, organized and existing under the Constitution and laws of the State; and

 

            WHEREAS, pursuant to K.S.A. 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 Numbers 28 and 32 of the City, as amended, and other provisions of the laws of the State of Kansas applicable thereto, by proceedings duly had, the governing body of the City has authorized the following improvements (the "Improvements") to be made in the City, to-wit:

 

 Project

 Resolution No.

 Authority

 Amount

KU Fire Station, 23rd & Iowa, STA 5

6547

Charter Ordinance 32

 $  5,415,827

Kasold, 15th to Clinton Parkway

6647

K.S.A. 12-685

 $  5,123,701

3rd St, Alabama to Illinois

6555

K.S.A. 12-6a01 et seq.

 $       86,424

Lake Pointe, Clinton Parkway to 22nd

6557

K.S.A. 12-6a01 et seq.

 $     799,269

Harvard Rd, East of GWW

6503

K.S.A. 12-6a01 et seq.

 $     443,165

George Williams Way, 6th to Harvard

6449

K.S.A. 12-6a01 et seq.

 $  1,712,013

Bob Billings & Wakarusa

6572

K.S.A. 12-685

 $     106,798

Folks Rd, 6th to Harvard

6512

K.S.A. 12-6a01 et seq.

 $  1,100,794

Haskell Basin Stormwater

6399

Charter Ordinance 28

 $     209,766

2005 Fire Truck Purchase

6605

K.S.A. 12-110c

 $     697,404

2006 Overlay, Phase II

6643

K.S.A. 12-685

 $     702,150

Hanscom Tappan, 2nd Plat

6597

K.S.A. 12-6a01 et seq.

 $     120,420

N. 2nd & Locust Geometric

6620

K.S.A. 12-685

 $     240,840

2005 Traffic Signal Renovation

6612

K.S.A. 12-685

 $     301,050

City Hall HVAC 2nd Floor

6619

Charter Ordinance 32

$     200,379

      Total:

 

  Total:

 $17,260,000

 

            WHEREAS, all legal requirements pertaining to the Improvements have been complied with, and the governing body of the City now finds and determines that the total cost of the Improvements is at least $17,260,000 to be paid for by the issuance of general obligation bonds; and

 

            WHEREAS, the governing body of the City is authorized by law to issue general obligation bonds of the City to pay the costs of the Improvements; and

 

            WHEREAS, the governing body of the City has advertised the sale of the Bonds in accordance with the law and at a meeting held in the City this date, awarded the sale of such Bonds to the best bidder.

 

            NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF LAWRENCE, KANSAS, AS FOLLOWS:

 

            Section 1.   Definitions of Words and Terms.  In addition to words and terms defined elsewhere herein, the following words and terms in this Ordinance shall have the meanings hereinafter set forth.  Unless the context shall otherwise indicate, words importing the singular number shall include the plural and vice versa, and words importing persons shall include firms, associations and corporations, including public bodies, as well as natural persons.

 

            "Act" means the Constitution and statutes of the State including K.S.A. 10-101 to 10-125, inclusive, 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 Numbers 28 and 32 of the City, all as amended and supplemented from time to time.

 

            "Bond and Interest Fund" means the Bond and Interest Fund of the City for its general obligation bonds.

 

            "Bond Resolution" means the resolution to be adopted by the governing body of the City prescribing the terms and details of the Bonds and making covenants with respect thereto.

 

            "Bonds" means the City's General Obligation Bonds, Series 2006-A, in the aggregate principal amount of $17,260,000, and dated September 15, 2006, authorized by this Ordinance.

 

            "City" means the City of Lawrence, Kansas.

 

            "Clerk" means the duly appointed and acting Clerk of the City or, in the Clerk's absence, the duly appointed Deputy Clerk or Acting Clerk.

 

            "Code" means the Internal Revenue Code of 1986, as amended, and the applicable regulations proposed or promulgated thereunder of the United States Department of the Treasury.

 

            "Improvements" means the improvements referred to in the preamble to this Ordinance.

 

            "Mayor" means the duly elected and acting Mayor or, in the Mayor's absence, the duly appointed and/or elected Vice Mayor or Acting Mayor of the City.

 

            "Ordinance" means this Ordinance authorizing the issuance of the Bonds.

 

            "Series 2005-I Notes" means the City's General Obligation Temporary Notes, Series 2005-I, dated September 15, 2005.

 

            "State" means the State of Kansas.

 

            "Treasurer" means the appointed and acting Treasurer of the City or, in the Treasurer's absence, the appointed and/or elected Deputy or Acting Treasurer of the City.

 

            Section 2.   Authorization of the Bonds.  There shall be issued and hereby are authorized and directed to be issued the General Obligation Bonds, Series 2006-A, of the City in the principal amount of $17,260,000, for the purpose of providing funds to:  (a) pay a portion of the costs of the Improvements; (b) pay costs of issuance of the Bonds; and (c) retire interim financing issued to finance the Improvements.

 

            Section 3.   Security for the Bonds.  The 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 the 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.  The balance of the principal and interest on the Bonds is 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 hereby irrevocably pledged for the prompt payment of the principal of and interest on the Bonds as the same become due.  

 

            Section 4.   Terms, Details and Conditions of the Bonds.  The Bonds shall be dated and bear interest, shall mature and be payable at such times, shall be in such forms, shall be subject to redemption and payment prior to the maturity thereof, and shall be issued and delivered in the manner prescribed and subject to the provisions, covenants and agreements set forth in a resolution hereafter adopted by the governing body of the City.

 

            Section 5.   Levy and Collection of Annual Tax.  The governing body of the City shall annually make provision for the payment of principal of, premium, if any, and interest on the Bonds as the same become due by levying and collecting the necessary taxes and/or assessments upon all of the taxable tangible property within the City in the manner provided by law.

 

            The taxes and/or assessments above referred to shall be extended upon the tax rolls in each of the several years, respectively, and shall be levied and collected at the same time and in the same manner as the general ad valorem taxes of the City are levied and collected, shall be used solely for the payment of the principal of and interest on the Bonds as and when the same become due and the fees and expenses of the Paying Agent.  The proceeds derived from said taxes and/or assessments shall be deposited in the Bond and Interest Fund.

 

            If at any time said taxes and/or assessments are not collected in time to pay the principal of or interest on the Bonds when due, the Treasurer is hereby authorized and directed to pay said principal or interest out of the general funds of the City and to reimburse said general funds for money so expended when said taxes and/or assessments are collected.

 

            Section 6.   Tax Covenants.  The City covenants and agrees that (a) it will comply with all applicable provisions of the Code, including Code § 103 and 141 through 150, necessary to maintain the exclusion from federal gross income of the interest on the Bonds; and (b) it will not use or permit the use of any proceeds of Bonds or any other funds of the City, nor take or permit any other action, or fail to take any action, which would adversely affect the exclusion from federal gross income of the interest on the Bonds.  The City will also adopt such other ordinances or resolutions and take such other actions as may be necessary to comply with the Code and with other applicable future law, in order to ensure that the interest on the Bonds will remain excluded from federal gross income, to the extent any such actions can be taken by the City.

 

            Section 7.   Further Authority.  The Mayor, Clerk and other City officials are hereby further authorized and directed to execute any and all documents and take such actions as they may deem necessary or advisable in order to carry out and perform the purposes of the Ordinance, and to make alterations, changes or additions in the foregoing agreements, statements, instruments and other documents herein approved, authorized and confirmed which they may approve, and the execution or taking of such action shall be conclusive evidence of such necessity or advisability.

 

            Section 8.   Governing Law.  This Ordinance and the Bonds shall be governed exclusively by and construed in accordance with the applicable laws of the State.

 

            Section 9.   Effective Date.  This Ordinance shall take effect and be in full force from and after its passage by the governing body of the City, approval by the Mayor and publication in the official City newspaper.

 

[BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]


            PASSED by the governing body of the City on September 12, 2006 and APPROVED AND SIGNED by the Mayor.

 

 

 

(SEAL)                                                                                                                                                           

                                                                                                            Mayor

 

ATTEST:

 

 

 

                                                                       

                                    Clerk

 

 

[BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]

 


CERTIFICATE

 

            I hereby certify that the foregoing is a true and correct copy of the original ordinance; that said Ordinance was passed on September 12, 2006; that the record of the final vote on its passage is found on page ____ of journal ____; and that it was published in the Lawrence Journal-World on _______________, 20__.

 

            DATED:                                   .

 

                                                                                                                                                           

                                                                                                            Clerk

 

 

[BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]

 


 

 

 

 

 

 

 

 

 

 

 

 

RESOLUTION NO.  6684

 

 

OF

 

 

 CITY OF LAWRENCE, KANSAS

 

 

ADOPTED

 

SEPTEMBER 12, 2006

 

 

 

 

 

$17,260,000

GENERAL OBLIGATION BONDS

SERIES 2006-A

 

 

 

 

 

 


TABLE OF CONTENTS

 

 

Article I DEFINITIONS

Section 101.      Definitions of Words and Terms. 1

Article II AUTHORIZATION AND DETAILS OF THE BONDS

Section 201.      Authorization of the Bonds. 8

Section 202.      Description of the Bonds. 8

Section 203.      Designation of Paying Agent and Bond Registrar. 9

Section 204.      Method and Place of Payment of the Bonds. 9

Section 205.      Payments Due on Saturdays, Sundays and Holidays. 10

Section 206.      Registration, Transfer and Exchange of Bonds. 10

Section 207.      Execution, Registration, Authentication and Delivery of Bonds. 11

Section 208.      Mutilated, Lost, Stolen or Destroyed Bonds. 11

Section 209.      Cancellation and Destruction of Bonds Upon Payment. 12

Section 210.      Book-Entry Bonds; Securities Depository. 12

Section 211.      Nonpresentment of Bonds. 13

Section 212.      Preliminary and Final Official Statement. 13

Section 213.      Sale of the Bonds. 14

Article III REDEMPTION OF BONDS

Section 301.      Redemption by Issuer. 14

Section 302.      Selection of Bonds to be Redeemed. 15

Section 303.      Notice and Effect of Call for Redemption. 16

Article IV SECURITY FOR BONDS

Section 401.      Security for the Bonds. 17

Section 402.      Levy and Collection of Annual Tax. 18

Article V ESTABLISHMENT OF FUNDS AND ACCOUNTS DEPOSIT AND APPLICATION OF BOND PROCEEDS AND OTHER MONEYS

Section 501.      Creation of Funds and Accounts. 18

Section 502.      Deposit of Bond Proceeds and Other Moneys. 18

Section 503.      Application of Moneys in the Improvement Fund. 19

Section 504.      Application of Moneys in Debt Service Account. 19

Section 505.      Application of Moneys in the Rebate Fund. 19

Section 506.      Deposits and Investment of Moneys. 20

Article VI DEFAULT AND REMEDIES

Section 601.      Remedies. 20

Section 602.      Limitation on Rights of Owners. 21

Section 603.      Remedies Cumulative. 21

Article VII DEFEASANCE

Section 701.      Defeasance. 21

Article VIII TAX COVENANTS

Section 801.      General Covenants. 22

Section 802.      Rebate Covenants. 22

Article IX [RESERVED]

Article X CONTINUING DISCLOSURE REQUIREMENTS

Section 1001.    Disclosure Requirements. 23

Section 1002.    Failure to Comply with Continuing Disclosure Requirements. 23

Article XI MISCELLANEOUS PROVISIONS

Section 1101.    Annual Audit. 23

Section 1102.    Amendments. 23

Section 1103.    Notices, Consents and Other Instruments by Owners. 24

Section 1104.    Notices. 25

Section 1105.    Electronic Transactions. 25

Section 1106.    Further Authority. 25

Section 1107.    Severability. 25

Section 1108.    Governing Law. 26

Section 1109.    Effective Date. 26

 

 

   EXHIBIT A - FORM OF BONDS................................................................................................ A-1

   EXHIBIT B - CONTINUING DISCLOSURE INSTRUCTIONS................................................... B-1


RESOLUTION NO. ____

 

A RESOLUTION PRESCRIBING THE FORM AND DETAILS OF AND AUTHORIZING AND DIRECTING THE SALE AND DELIVERY OF $17,260,000 PRINCIPAL AMOUNT OF GENERAL OBLIGATION BONDS, SERIES 2006-A, OF THE CITY OF LAWRENCE, KANSAS, PREVIOUSLY AUTHORIZED BY ORDINANCE NO. ______ OF THE ISSUER; MAKING CERTAIN COVENANTS AND AGREEMENTS TO PROVIDE FOR THE PAYMENT AND SECURITY THEREOF; AND AUTHORIZING CERTAIN OTHER DOCUMENTS AND ACTIONS CONNECTED THEREWITH.

            WHEREAS, the Issuer has heretofore adopted the Ordinance authorizing the issuance of the Bonds; and

 

            WHEREAS, the Ordinance authorized the governing body of the Issuer to adopt a resolution prescribing certain details and conditions and to make certain covenants with respect to the issuance of the Bonds.

 

            WHEREAS, the Issuer is a political subdivision duly created, organized and existing under the Constitution and laws of the State; and

 

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

 

 

Article I

DEFINITIONS

 

Section 101.        Definitions of Words and Terms.

  In addition to words and terms defined elsewhere herein, the following words and terms as used in this Bond Resolution shall have the meanings hereinafter set forth.  Unless the context shall otherwise indicate, words importing the singular number shall include the plural and vice versa, and words importing persons shall include firms, associations and corporations, including public bodies, as well as natural persons.

 

            "Act" means the Constitution and statutes of the State including K.S.A. 10-101 to 10-125, inclusive, 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 Numbers 28 and 32 of the City, all as amended and supplemented from time to time.

 

            "Authorized Denomination" means $5,000 or any integral multiples thereof.

 

            "Beneficial Owner" of the Bonds includes any Owner of the Bonds and any other Person who, directly or indirectly has the investment power with respect to such Bonds.

 

            "Bond and Interest Fund" means the Bond and Interest Fund of the Issuer for its general obligation bonds.

 

            "Bond Counsel" means the firm of Gilmore & Bell, P.C., or any other attorney or firm of attorneys whose expertise in matters relating to the issuance of obligations by states and their political subdivisions is nationally recognized and acceptable to the Issuer.

 

            "Bond Payment Date" means any date on which principal of or interest on any Bond is payable.

 

            "Bond Register" means the books for the registration, transfer and exchange of Bonds kept at the office of the Bond Registrar.

 

            "Bond Registrar" means the State Treasurer, and any successors and assigns.

 

            "Bond Resolution" means this resolution relating to the Bonds.

 

            "Bonds" means the General Obligation Bonds, Series 2006-A, authorized and issued by the Issuer pursuant to the Ordinance and this Bond Resolution.

 

            "Business Day" means a day other than a Saturday, Sunday or any day designated as a holiday by the Congress of the United States or by the Legislature of the State and on which the Paying Agent is scheduled in the normal course of its operations to be open to the public for conduct of its operations.

 

            "Cede & Co." means Cede & Co., as nominee of DTC and any successor nominee of DTC.

 

            "City" means the City of Lawrence, Kansas.

 

            "Clerk" means the duly appointed and/or elected Clerk or, in the Clerk's absence, the duly appointed Deputy Clerk or Acting Clerk of the Issuer.

 

            "Code" means the Internal Revenue Code of 1986, as amended, and the applicable regulations promulgated thereunder by the United States Department of the Treasury.

 

            "Costs of Issuance" means all costs of issuing the Bonds, including but not limited to all publication, printing, signing and mailing expenses in connection therewith, registration fees, financial advisory fees, all legal fees and expenses of Bond Counsel and other legal counsel, expenses incurred in connection with compliance with the Code, all expenses incurred in connection with receiving ratings on the Bonds, and any premiums or expenses incurred in obtaining municipal bond insurance on the Bonds.

 

            "Dated Date" means September 15, 2006.

 

            "Debt Service Account" means the Debt Service Account for General Obligation Bonds, Series 2006-A (within the Bond and Interest Fund) created pursuant to Section 501 hereof.

 

            "Debt Service Requirements" means the aggregate principal payments (whether at maturity or pursuant to scheduled mandatory sinking fund redemption requirements) and interest payments on the Bonds for the period of time for which calculated; provided, however, that for purposes of calculating such amount, principal and interest shall be excluded from the determination of Debt Service Requirements to the extent that such principal or interest is payable from amounts deposited in trust, escrowed or otherwise set aside for the payment thereof with the Paying Agent or other commercial bank or trust company located in the State and having full trust powers.

 

            "Defaulted Interest" means interest on any Bond which is payable but not paid on any Interest Payment Date.

 

            "Defeasance Obligations" means any of the following obligations:

 

            (a)        United States Government Obligations that are not subject to redemption in advance of their maturity dates; or

 

            (b)        obligations of any state or political subdivision of any state, the interest on which is excluded from gross income for federal income tax purposes and which meet the following conditions:

 

            (1)        the obligations are (i) not subject to redemption prior to maturity or (ii) the trustee for such obligations has been given irrevocable instructions concerning their calling and redemption and the issuer of such obligations has covenanted not to redeem such obligations other than as set forth in such instructions;

 

            (2)        the obligations are secured by cash or United States Government Obligations that may be applied only to principal of, premium, if any, and interest payments on such obligations;

 

            (3)        such cash and the principal of and interest on such United States Government Obligations (plus any cash in the escrow fund) are sufficient to meet the liabilities of the obligations;

 

            (4)        such cash and United States Government Obligations serving as security for the obligations are held in an escrow fund by an escrow agent or a trustee irrevocably in trust;

 

            (5)        such cash and United States Government Obligations are not available to satisfy any other claims, including those against the trustee or escrow agent; and

 

            (6)        the obligations are rated in the highest rating category by Moody's (presently "Aaa") or Standard & Poor's (presently "AAA").

 

            "Derivative" means any investment instrument whose market price is derived from the fluctuating value of an underlying asset, index, currency, futures contract, including futures, options and collateralized mortgage obligations.

 

            "Disclosure Instructions" means the Continuing Disclosure Instructions attached to this Resolution as Exhibit B, relating to certain obligations contained in the SEC Rule.

 

            "DTC" means The Depository Trust Company, a limited-purpose trust company organized under the laws of the State of New York, and its successors and assigns, including any successor securities depository duly appointed.

 

            "DTC Representation Letter" means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.

           

            "Event of Default" means each of the following occurrences or events:

 

            (a)        Payment of the principal and of the redemption premium, if any, of any of the Bonds shall not be made when the same shall become due and payable, either at Stated Maturity or by proceedings for redemption or otherwise; or

 

            (b)        Payment of any installment of interest on any of the Bonds shall not be made when the same shall become due; or

 

            (c)        The Issuer shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Bond Resolution (other than the covenants relating to continuing disclosure requirements contained herein and in the Disclosure Instructions) on the part of the Issuer to be performed, and such default shall continue for thirty (30) days after written notice specifying such default and requiring same to be remedied shall have been given to the Issuer by the Owner of any of the Bonds then Outstanding.

 

            "Federal Tax Certificate" means the Issuer's Federal Tax Certificate dated as of the Issue Date, as the same may be amended or supplemented in accordance with the provisions thereof.

 

            "Fiscal Year" means the twelve month period ending on December 31.

 

            "Funds and Accounts" means funds and accounts created pursuant to or referred to in Section 501 hereof.

 

            "Improvement Fund" means the Improvement Fund for General Obligation Bonds, Series 2006-A created pursuant to Section 501 hereof.

 

            "Improvements" means the improvements referred to in the preamble to the Ordinance.

 

            "Interest Payment Date(s)" means the Stated Maturity of an installment of interest on any Bond which shall be March 1 and September 1 of each year, commencing March 1, 2007.

 

            "Issue Date" means the date when the Issuer delivers the Bonds to the Purchaser in exchange for the Purchase Price.

 

            "Issuer" means the City and any successors or assigns.

 

            "Maturity" when used with respect to any Bond means the date on which the principal of such Bond becomes due and payable as therein and herein provided, whether at the Stated Maturity thereof or call for redemption or otherwise.

 

            "Mayor" means the duly elected and acting Mayor, or in the Mayor's absence, the duly appointed and/or elected Vice Mayor or Acting Mayor of the Issuer.

 

            "Moody's" means Moody's Investors Service, a corporation organized and existing under the laws of the State of Delaware, and its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer.

 

            "Notice Address" means with respect to the following entities:

 

            (a)        To the Issuer at:

 

                                    Six East Sixth Street

                                    Lawrence, Kansas 66044

 

            (b)        To the Paying Agent at:

 

                                    State Treasurer of the State of Kansas

                                    Landon Office Building

                                    900 Southwest Jackson, Suite 201

                                    Topeka, Kansas  66612-1235

 

            (c)        To the Purchaser:

 

                                    [Purchaser Name]

                                    ____________________

                                    [Purchaser City, State]

 

            (d)        To the Rating Agency:

 

                                    Moody's Municipal Rating Desk

                                    99 Church Street

                                    New York, New York  10007

 

or such other address as is furnished in writing to the other parties referenced herein.

 

            "Notice Representative" means:

 

            (a)        With respect to the Issuer, the Clerk.

 

            (b)        With respect to the Bond Registrar and Paying Agent, the Director of Bond Services.

 

            (c)        With respect to any Purchaser, the manager of its Municipal Bond Department.

 

            (d)        With respect to any Rating Agency, any Vice President thereof.

 

            "Ordinance" means Ordinance No. ______ of the Issuer authorizing the issuance of the Bonds, as amended from time to time.

 

            "Outstanding" means, when used with reference to the Bonds, as of a particular date of determination, all Bonds theretofore authenticated and delivered, except the following Bonds:

 

            (a)        Bonds theretofore canceled by the Paying Agent or delivered to the Paying Agent for cancellation;

 

            (b)        Bonds deemed to be paid in accordance with the provisions of Section 701 hereof; and

 

            (c)        Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered hereunder.

 

            "Owner" when used with respect to any Bond means the Person in whose name such Bond is registered on the Bond Register.  Whenever consent of the Owners is required pursuant to the terms of this Bond Resolution, and the Owner of the Bonds, as set forth on the Bond Register, is Cede & Co., the term Owner shall be deemed to be the Beneficial Owner of the Bonds.

 

            "Participants" means those financial institutions for whom the Securities Depository effects book-entry transfers and pledges of securities deposited with the Securities Depository, as such listing of Participants exists at the time of such reference.

 

            "Paying Agent" means the State Treasurer, and any successors and assigns.

 

            "Permitted Investments" shall mean the investments hereinafter described, provided, however, no moneys or funds shall be invested in a Derivative:  (a) investments authorized by K.S.A. 12-1675 and amendments thereto; (b) the municipal investment pool established pursuant to K.S.A. 12-1677a, and amendments thereto; (c) direct obligations of the United States Government or any agency thereof; (d) the Issuer's temporary notes issued pursuant to K.S.A. 10-123 and amendments thereto; (e) interest-bearing time deposits in commercial banks or trust companies located in the county or counties in which the Issuer is located; (f) obligations of the federal national mortgage association, federal home loan banks or the federal home loan mortgage corporation; (g) repurchase agreements for securities described in (c) or (f); (h) investment agreements or other obligations of a financial institution the obligations of which at the time of investment are rated in either of the three highest rating categories by Moody's or Standard & Poor's; (i) investments and shares or units of a money market fund or trust, the portfolio of which is comprised entirely of securities described in (c) or (f); (j) receipts evidencing ownership interests in securities or portions thereof described in (c) or (f); (k) municipal bonds or other obligations issued by any municipality of the State as defined in K.S.A. 10-1101 which are general obligations of the municipality issuing the same; or (l) bonds of any municipality of the State as defined in K.S.A. 10-1101 which have been refunded in advance of their maturity and are fully secured as to payment of principal and interest thereon by deposit in trust, under escrow agreement with a bank, of securities described in (c) or (f), all as may be further restricted or modified by amendments to applicable State law.

 

            "Person" means any natural person, corporation, partnership, joint venture, association, firm, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof or other public body.

 

            "Purchase Price" means the principal amount of the Bonds plus accrued interest to the date of delivery[, plus a premium of $___________] [, less an underwriting discount of $____________] [, less an original issue discount of $_______].

 

            "Purchaser" means [Purchaser Name], [Purchaser City, State], the original purchaser of the Bonds, and any successor and assigns.

 

            "Rating Agency" means any company, agency or entity that provides financial ratings for the Bonds.

 

            "Rebate Fund" means the Rebate Fund for General Obligation Bonds, Series 2006-A created pursuant to Section 501 hereof.

 

            "Record Dates" for the interest payable on any Interest Payment Date means the fifteenth day (whether or not a Business Day) of the calendar month next preceding such Interest Payment Date.

 

            "Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for the redemption of such Bond pursuant to the terms of this Bond Resolution.

 

            "Redemption Price" when used with respect to any Bond to be redeemed means the price at which such Bond is to be redeemed pursuant to the terms of this Bond Resolution, including the applicable redemption premium, if any, but excluding installments of interest whose Stated Maturity is on or before the Redemption Date.

 

            "Refunded Notes" means the Series 2005-I Notes maturing on October 1, 2006, in the aggregate principal amount of $22,128,000.

 

            "Replacement Bonds" means Bonds issued to the Beneficial Owners of the Bonds in accordance with Section 210 hereof.

 

            "SEC Rule" means Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as may be amended from time to time.

 

            "Securities Depository" means, initially, DTC, and its successors and assigns.

 

            "Series 2005-I Notes" means the Issuer's General Obligation Temporary Notes, Series 2005-I, dated September 15, 2005.

 

            "Series 2005-I Principal and Interest Account" means the Principal and Interest Account for the Series 2005-I Notes.

 

            "Special Record Date" means the date fixed by the Paying Agent pursuant to Section 204 hereof for the payment of Defaulted Interest.

 

            "State" means the state of Kansas.

 

            "State Treasurer" means the duly elected Treasurer or, in the Treasurer's absence, the duly appointed Deputy Treasurer or acting Treasurer of the State.

 

            "Stated Maturity" when used with respect to any Bond or any installment of interest thereon means the date specified in such Bond and this Bond Resolution as the fixed date on which the principal of such Bond or such installment of interest is due and payable.

 

            ["Term Bonds" means the Bonds scheduled to mature in the year 2026.]

 

            ["____ Term Bonds" means the Bonds scheduled to mature in the year ____.]

 

            ["2026 Term Bonds" means the Bonds scheduled to mature in the year 2026.]

 

            ["Term Bonds" means jointly the ____ Term Bonds and the 2026 Term Bonds.]

 

            "Treasurer" means the duly appointed and/or elected Treasurer or, in the Treasurer's absence, the duly appointed Deputy Treasurer or acting Treasurer of the Issuer.

 

            "United States Government Obligations" means bonds, notes, certificates of indebtedness, treasury bills or other securities constituting direct obligations of, or obligations the principal of and interest on which are fully and unconditionally guaranteed as to full and timely payment by, the United States of America, including evidences of a direct ownership interest in future interest or principal payment on obligations issued by the United States of America (including the interest component of obligations of the Resolution Funding Corporation), or securities which represent an undivided interest in such obligations, which obligations are rated in the highest rating category by a nationally recognized rating service and such obligations are held in a custodial account for the benefit of the Issuer.

 

 

Article II

AUTHORIZATION AND DETAILS OF THE BONDS

 

Section 201.        Authorization of the Bonds. 

The Bonds have been heretofore authorized and directed to be issued pursuant to the Ordinance in the principal amount of $17,260,000, for the purpose of providing funds to:  (a) pay Costs of Issuance; and (b) retire interim financing issued to finance the Improvements.

 

Section 202.        Description of the Bonds. 

The Bonds shall consist of fully registered bonds in an Authorized Denomination, and shall be numbered in such manner as the Bond Registrar shall determine.  All of the Bonds shall be dated as of the Dated Date, shall become due in the amounts, on the Stated Maturities subject to redemption and payment prior to their Stated Maturities as provided in Article III hereof, and shall bear interest at the rates per annum as follows:

 

SERIAL BONDS

 

Stated Maturity

September 1

Principal

Amount

Annual Rate

of Interest

 

Stated Maturity

September 1

Principal

Amount

Annual Rate

of Interest

2007

$

_______%

 

2017

$

_______%

2008

 

 

 

2018

 

 

2009

 

 

 

2019

 

 

2010

 

 

 

2020

 

 

2011

 

 

 

<