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GILMORE & BELL A PROFESSIONAL CORPORATION ATTORNEYS AT LAW 2405 gRAND BOULEVARD, SUITE 1100 KANSAS CITY, MISSOURI 64108-2521

sT. LOUIS, MISSOURI WICHITA, KANSAS LINCOLN, NEBRASKA

MEMORANDUM

August 2, 2006

To: Frank Reeb, City Clerk

From: Randy Irey, Gilmore & Bell, P.C.

Re: Industrial Revenue Bonds--Golf Course Superintendents Association

The City of Lawrence, Kansas (the “City”), has previously issued its Industrial Revenue Bonds, Series March 1, 1990 and Series August 1, 1992 (the “Bonds”), to finance facilities (the “Project”) for the benefit of the Golf Course Superintendents Association (the “Company”). The trustee for the Bonds has certified that all of the Bonds been paid and none of the Bonds are outstanding.

The Company has requested that the City convey title to the Project to the Company, and the City desires to convey the Project to the Company in consideration for full payment of the Bonds.

We have prepared a resolution for adoption by the City Commission authorizing the sale and conveyance of the Project to the Company, together with the execution and delivery of the necessary conveyance documents. We hereby recommend that the City Commission adopt the resolution, and that the documents be executed by the Mayor and the City Clerk.