[Published in The Lawrence Journal World on October ___, 2013.]

 

 

                                                          ORDINANCE NO. 8862

 

            AN ORDINANCE AUTHORIZING THE CITY OF LAWRENCE, KANSAS, TO ISSUE INDUSTRIAL REVENUE BONDS (ROCK CHALK PARK STADIUM PROJECT), SERIES 2013, IN A PRINCIPAL AMOUNT NOT TO EXCEED $40,000,000, FOR THE PURPOSE OF PROVIDING FUNDS TO PAY THE COST OF ACQUIRING, PURCHASING, CONSTRUCTING, INSTALLING AND EQUIPPING A COMMERCIAL PROJECT, INCLUDING LAND, BUILDINGS, STRUCTURES, IMPROVEMENTS, FIXTURES, MACHINERY AND EQUIPMENT; AUTHORIZING THE CITY TO ENTER INTO A TRUST INDENTURE; AUTHORIZING THE ISSUER TO ENTER INTO A LEASE AGREEMENT; AUTHORIZING THE ISSUER TO ENTER INTO A BOND PURCHASE AGREEMENT IN CONNECTION WITH SUCH BONDS, AND AUTHORIZING AND APPROVING THE EXECUTION OF CERTAIN DOCUMENTS AND THE TAKING OF OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF SAID BONDS.

 

 

            WHEREAS, the City of Lawrence, Kansas, (the “Issuer”), is authorized pursuant to the provisions of K.S.A. 12‑1740 to 12‑1749d, inclusive, as amended (the “Act”), to acquire, purchase, construct, install and equip certain commercial and industrial facilities, and to issue industrial revenue bonds for the purpose of paying the cost of such facilities, and to lease such facilities to private persons, firms or corporations; and

 

            WHEREAS, the governing body of the Issuer has heretofore and does now find and determine that it is desirable in order to promote, stimulate and develop the general economic welfare and prosperity of the Issuer and the State of Kansas that the Issuer issue its Industrial Revenue Bonds (Rock Chalk Park Stadium Project), Series 2013, in a principal amount not to exceed $40,000,000, for the purpose of acquiring, purchasing, constructing, installing and equipping a commercial project, consisting of a track and field stadium, softball stadium, soccer stadium and related improvements to be located at the northwest intersection of Rock Chalk Drive and George Williams Way east of K-10 in Lawrence, Kansas, including land, buildings, structures, improvements, fixtures, machinery and equipment (the “Project”), and that the Issuer lease the Project to RCP, LLC, a Kansas limited liability company (the “Tenant”); and

 

            WHEREAS, the governing body of the Issuer further finds and determines that it is necessary and desirable in connection with the issuance of these bonds that the Issuer enter into certain agreements, and that the Issuer take certain other actions and approve the execution of certain other documents as herein provided;

 

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

 

            Section 1.        Authorization for the Acquisition, Purchase, Construction, Installation and Equipping of the Project.  The Issuer is hereby authorized to provide for the acquisition, purchase, construction, installation and equipping of the Project, all in the manner and as more particularly described in the Indenture and the Lease hereinafter authorized.

 

            Section 2.        Authorization of and Security for the Bonds.  The Issuer is hereby authorized to issue and sell its Industrial Revenue Bonds (Rock Chalk Park Stadium Project), Series 2013, in a principal amount not to exceed $40,000,000 (the “Bonds”), for the purpose of providing funds to pay the cost of acquiring, purchasing, constructing, installing and equipping the Project.  The Bonds shall be issued and secured pursuant to the herein authorized Indenture and shall bear such date, shall mature at such time, shall be in such denominations, shall bear interest at such rates, shall be in such form, shall be subject to redemption and other terms and conditions, and shall be issued in such manner, subject to such provisions, covenants and agreements, as are set forth in the hereafter defined Indenture.  The Bonds shall be payable solely out of the rents, revenues and receipts derived by the Issuer from the Project, and the Project and the net earnings derived by the Issuer from the Project shall be pledged and assigned to the hereafter defined Trustee as security for payment of the Bonds as provided in the Indenture.

 

            Section 3.        Authorization of Documents.  The Issuer is hereby authorized to enter into the following documents, in substantially the forms presented to and reviewed by the governing body of the Issuer (copies of which documents, upon execution thereof, shall be filed in the office of the Clerk of the Issuer), with such changes therein as shall be approved by the officers of the Issuer executing such documents, such officers’ signatures thereon being conclusive evidence of their approval thereof:

 

                        (a)        Trust Indenture (the “Indenture”), between the Issuer and BOKF, N.A., the bond trustee (the “Trustee”), pursuant to which the Bonds shall be issued and the Issuer shall pledge the Project and assign the rents, revenues and receipts received pursuant to the hereafter defined Lease to the Trustee for the benefit of and security of the holder of the Bonds upon the terms and conditions as set forth in said form of Indenture;

 

                        (b)        Lease Agreement (the “Lease”), among the Issuer, the Tenant  and Bliss Sports, LC and Kansas Athletics, Inc. under which the Issuer will agree to use the proceeds derived from the sale of the Bonds for the purpose of acquiring, purchasing, constructing, installing and equipping the Project and to lease the Project to the Tenant, and the Tenant will agree to make payments in amounts sufficient to provide for the payment of the principal of, redemption premium, if any, and interest on the Bonds as the same become due;

 

                        (c)        Bond Purchase Agreement dated the date set forth therein (the “Bond Purchase Agreement”), between the Issuer and Bliss Sports, LC, as Purchaser; and

 

                        (d)        Performance Agreement (the “Performance Agreement”), among the Issuer, the Tenant and Bliss Sports, LC.

 

            Section 4.        Execution of Bond and Documents.  The Mayor of the Issuer is hereby authorized and directed to execute the Bonds and to deliver the Bonds to the Trustee for authentication for and on behalf of and as the act and deed of the Issuer in the manner provided in the Indenture.  The Mayor of the Issuer is hereby authorized and directed to execute the Indenture, the Lease, the Bond Purchase Agreement, the Performance Agreement and such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance, for and on behalf of and as the act and deed of the Issuer.  The Clerk of the Issuer is hereby authorized and directed to attest to and affix the seal of the Issuer to the Bonds, the Indenture, the Lease, the Bond Purchase Agreement, the Performance Agreement and such other documents, certificates and instruments as may be necessary.

 

            Section 5.        Further Authority.  The Issuer shall, and the officers, employees and agents of the Issuer and the Issuer’s Bond Counsel, Gilmore & Bell, P.C. are hereby authorized and directed to, take such action, expend such funds and execute such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance and to carry out, comply with and perform the duties of the Issuer with respect to the Bonds, the Indenture, the Lease, the Performance Agreement and the Bond Purchase Agreement.

 

            Section 6.        Effective Date.  This Ordinance shall take effect and be in force from and after its passage, approval and publication in the official Issuer newspaper.

 

            PASSED by the governing body of the City of Lawrence, Kansas on October 8, 2013.

 

 

 

 

                                                                       

Michael Dever, Mayor

[SEAL]

 

ATTEST:

 

 

 

                                                           

Jonathan Douglass, City          Clerk