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HomeMy WebLinkAbout82-2-2204275 ORDINANCE NO. 82-2-2204 AN ORDINANCE AUTHORIZING THE ISSUANCE OF SEVEN HUNDRED THOUSAND DOLLARS PRINCIPAL AMOUNT OF "CITY OF PADUCAH INDUSTRIAL BUILDING REVENUE BONDS, SERIES 1982 (WAGNER ENTERPRISES IV, LTD. PROJECT)"; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE CITY AND WAGNER ENTERPRISES IV, LTD., A KENTUCKY LIMITED PARTNERSHIP; AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST SECURING SAID BONDS; AUTHORIZING THE NEGOTIATION OF THE SALE OF SAID BONDS AND THE EXECUTION OF A BOND PURCHASE AGREEMENT; AND TAKING OTHER RELATED ACTION. WHEREAS, the City of Paducah, Kentucky (the "City"), has an interest in the economic well-being of its citizens, and pursuant to the provisions of the Industrial Buildings for Cities and Counties Act, being Sections 103.200 to 103.285, inclusive, of the Kentucky Revised Statutes (the "Act's), the City is specifically authorized and empowered to issue its industrial building revenue bonds and utilize the proceeds from the sale thereof for the acquisition, construction and installation of an "industrial building," as defined in the Act; and WHEREAS, Wagner Enterprises IV, Ltd., a Kentucky limited partnership (the P1Company1°), is desirous of acquiring, constructing and installing an industrial building, such building being located within the corporate boundaries of the City (the 49Project"), which Project will consist of an industrial building (within the definition of the Act) to be acquired and constructed thereon, and which Project qualifies for financing within the meaning of the,Act; and WHEREAS, the Company has heretofore entered into an agreement with the City which was approved by the Board of Commissioners of the City by Resolution adopted on November 11, 1980 (the "Preliminary Resolution"), under the terms of which the City has agreed to issue its bonds designated "Industrial Building Revenue Bonds, Series 1982 (Wagner Enterprises IV, Ltd. Project)" (sometimes hereinafter the "Bonds"), under the authority vested in it by the aforesaid Act, for the purpose of financing the project established by the terms of the Preliminary Resolution; and WHEREAS, the Kentucky Industrial Revenue Bond Oversight Commission has, on April 29, 1981, approved the proposed Project; and WHEREAS, it is now the purpose of the City, through enactment of this ordinance (hereinafter referred to as the "Bond Ordinance"), to authorize, secure and sell the Bonds; and WHEREAS, the City is willing to issue its Bonds, and to utilize the proceeds of such Bonds to cause the Project to be construction and acquired upon terms which are set forth in the Loan Agreement hereinafter identified; and WHEREAS, pursuant to the provisions of Section 103.230 of the Kentucky Revised Statutes, the Company has made request in writing, addressed to the City, that the sale of the Bonds hereinafter authorized, bearing interest at the rate specified in the Loan Agreement, shall be made privately upon a negotiated basis, and said writing is on file in the office of the Mayor of the City; and 276 WHEREAS, it is necessary and proper in the interests of the economy of the City that the City (a) authorize the issuance of the Bonds and the use of the proceeds thereof for acquisition and construction of the Project, (b) authorize the execution of the Loan Agreement between the City and the Company, (c) approve the form of an indenture of trust (the "Indenture`) for the Bonds hereinafter authorized to Citizens Bank and Trust Company of Paducah, Paducah, Kentucky, as Trustee, and (d) confirm and approve the sale of said Bonds to the Purchaser thereof and adopt and approve a Bond Purchase Agreement. NOW, THEREFORE, BE IT ORDAINED BY THE CITY OF PADUCAH, KENTUCKY: SECTION 1. For the purposes set forth in the preamble, the Bonds are hereby authorized and approved in the form set out in the Indenture hereinafter ordered to be executed, and in the issuance of said Bonds the following actions are hereby authorized and directed to be taken by appropriate City officials: (A) All actions, steps and procedures necessary or convenient to the execution, sale, delivery and issuance of $700,000 principal amount of "City of Paducah Industrial Building Revenue Bonds, Series 1982 (Wagner Enterprises IV, Ltd. Project)", dated as of the date of delivery, such Bonds to be in the form and to be issued subject to the terms and specifications set forth in the Loan Agreement and Indenture herein approved for said Bonds; (B) All actions, steps and procedures necessary to the application of the proceeds of the sale of the Bonds, as provided in the Loan Agreement for the acquisition and construction of the Project, in the manner described in the Loan Agreement and in the Indenture herein referred to. SECTION 2. The Mayor and City Clerk are herey authorized, empowered, and directed to execute, acknowledge and deliver on behalf of the City the loan agreement between the City and Wagner Enterprises IV, Ltd., dated as of February 1, 1982, (the "Loan Agreement"), which Loan Agreement shall be substantially in the form attached hereto as 1tEXHIBIT All. SECTION 3. In order to provide for the authorization and security of the Bonds to be issued pursuant to the Act, and thereby finance the acquisition of the Project and necessary expenses incident thereto, and in order to prescribe the terms and conditions upon which the Bonds are to be secured, executed, authenticated, accepted and held, the Mayor is hereby authorized, empowered, and directed to execute and acknowledge the Indenture, dated as of February 1, 1982, by and between the City and Citizens Bank and Trust Company of Paducah, Paducah, Kentucky, for said Bonds, and the City Clerk is hereby authorized, empowered and directed to execute, acknowledge and attest said instrument, and to affix the official Seal of the City thereto, and the Mayor and City Clerk are hereby authorized, empowered and directed to cause said Indenture to be accepted, executed and acknowledged by the Trustee, and Indenture to be in substantially the form attached hereto and marked as "EXHIBIT B". 277 SECTION 4. The Mayor and City Clerk, for and on behalf of the City, are hereby authorized, empowered and directed to do and perform any and all things necessary to effect the performance of all obligations of the City under and pursuant to said Indenture, and in the execution and delivery of the -Bonds and the performance of all other actions of whatever nature which are necessary to carry out the authority conferred by this Bond Ordinance and by -said Indenture. The Mayor, the City Clerk, and the City Attorney are hereby further authorized, empowered and directed, .for an on behalf of the City, to execute all customary papers, documents, certificates or other instruments that may be required for carrying out and effectuating the authority conferred by this Bond Ordinance and said Indenture, or to evidence said authority, and to exercise and otherwise take all action necessary to the full realization of the rights, accomplishments and purposes of the City under the Loan Agreement, and to discharge all of the obligations of the City under the Loan Agreement. SECTION S. The Mayor, with the approval of the Company, is authorized, empowered and directed to execute a bond purchase agreement in a form substantially identical to that appended hereto as "EXHIBIT C" (the "Bond Purchase Agreement"), which Bond Purchase Agreement has been submitted to the City by or on behalf of the Purchaser. The price is stipulated in said Bond Purchase Agreement. The Bonds shall be prepared, executed and authenticated as expeditiously as possible and delivered to the Purchaser upon payment therefor pursuant to the above -identified Bond Purchase Agreement. SECTION 6. Except as otherwise provided herein, upon payment of the Bonds (principal of, redemption premium, if any, and interest on the Bonds and all other amounts required to be paid with respect to the Bonds), or upon the making of provision for such payment, neither the Trustee nor any holder of the Bonds shall thereafter have any rights hereunder. SECTION 7._ Any provisions of this Bond -Ordinance or of the Indenture or Loan Agreement to the contrary notwithstanding, no use shall be made of any moneys derived from the proceeds of the Bonds, the revenues of the Project, or any other source which, if such use could have been reasonably expected on the date of the issuance of the Bonds, would have caused the Bonds to be classified as "arbitrage bonds" within the meaning of Section 103(c) of the Internal Revenue Code of the United States, or any regulations promulgated thereunder. Such certificates or other documents as may be required by regulations issued under the terms of said Code shall be executed and delivered by appropriate officers of the City. SECTION 8. The City shall never be required to pay from its own funds any obligations deriving from the issuance of the Bonds, and the Bonds are declared to be special and limited obligations payable solely and only out of the rents, revenues and receipts derived from the sale of the Project, as provided in the documents herein approved. 278 SECTION 9. The provisions of this Bond Ordinance are hereby declared to be severable and, if any section, phrase or provision shall, for any reason, be declared invalid, such declaration of invalidity shall not affect the validity of the remainder of this Bond Ordinance. SECTION 10. All resolutions, ordinances or parts thereof in conflict with the provisions of this Bond Ordinance are, to the extent of such conflict, hereby repealed. SECTION 11__ This Bond Ordinance shall be in full force and effect from and after its adoption and approval as provided by law. The City Clerk is directed to publish the title only of this Bond Ordinance, together with a statement signed by her, in the -form already submitted to'her by Bond Counsel, as set forth in KRS 103.210 as amended by Chapter 214, 1976 -Acts of the General Assembly. SECTION 12. This ordinance shall be read on two separate days and will be effective upon publication of title and a certified summary thereof. John K. Penrod Mayor Introduced by the Board of Commissioners January 26, 1982 Passed by the Board of Commissioners February 9, 1982 Recorded by Louise McKinney, City Clerk, February 9, 1982 Published by The Paducah Sun February 15, 1982. CERTIFICATION I, the undersigned, do hereby certify that I am the duly qualified and acting. City Clerk of the City of Paducah, Kentucky, and as such Clerk I further certify that the foregoing is a true,- correct and complete copy of an ordinance finally adopted by the Board of Commissioners of the City at a regular meeting held on February 9, 1982; signed by the Mayor and now in full force and effect, all as appears from the official records of said City in my possession and under by control. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said City this 9th day of February, 1982. (SEAL) Louise McKinney City Clerk