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HomeMy WebLinkAbout2015-08-8283362 ORDINANCE NO. 2015-8-8283 AN ORDINANCE AUTHORIZING THE ISSUANCE OF UP TO $12,000,000 INDUSTRIAL BUILDING REVENUE BONDS, SERIES 2015 (PADUCAH RIVERFRONT HOTEL, LP PROJECT) OF THE CITY OF PADUCAH, KENTUCKY, THE PROCEEDS OF WHICH SHALL BE USED TO PAY THE COSTS OF THE ACQUISITION, CONSTRUCTION, INSTALLATION AND EQUIPPING OF AN INDUSTRIAL BUILDING SUITABLE FOR USE AS A HOTEL, TOGETHER WITH ALL RELATED AND SUBORDINATE FACILITIES NECESSARY TO THE OPERATION THEREOF, TO BE LOCATED WITHIN THE CITY OF PADUCAH, KENTUCKY, AND LEASED TO PADUCAH RIVERFRONT HOTEL, LP; PROVIDING FOR THE PLEDGE OF REVENUES FOR THE PAYMENT OF SUCH BONDS; AUTHORIZING A LEASE AGREEMENT APPROPRIATE FOR THE PROTECTION AND DISPOSITION OF SUCH REVENUES AND TO FURTHER SECURE SUCH BONDS; AUTHORIZING A BOND PURCHASE AGREEMENT, MORTGAGE, PAYMENT IN LIEU OF TAXES AGREEMENT AND ASSIGNMENTS; AND AUTHORIZING OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS. WHEREAS, the City of Paducah, Kentucky (the "Issuer"), by virtue of the laws of the Commonwealth of Kentucky, including Chapter 103 of the Kentucky Revised Statutes, is authorized and empowered among other things (a) to assist in defraying the cost of the acquisition, construction, installation and equipping of an "industrial building," as defined in § 103.200 of the Kentucky Revised Statutes, within the boundaries of the Issuer, (b) to issue and sell its negotiable revenue bonds to provide such moneys and (c) to enact this Ordinance and execute and deliver the agreements and instruments hereinafter identified; and WHEREAS, this City Commission (the "Issuing Authority") has determined and does hereby confirm that the financing, acquisition, construction, installation and equipping of a building suitable for use as a hotel, together with all related and subordinate facilities necessary for the operation thereof (the "Project"), for lease to Paducah Convention Hotel LLC (the "Company"), is a Project that will promote the welfare of the people of the Commonwealth of Kentucky, promote reconversion to a peacetime economy, relieve conditions of unemployment, aid in the rehabilitation of returning veterans, encourage the increase of industry in the Commonwealth of Kentucky, promote the economic welfare of the people of the Issuer, create or preserve jobs and employment opportunities and assist in the development of industrial activities to the benefit of the people of the Issuer, and that the Issuer, by assisting with the financing of the Project through the issuance of revenue bonds in an aggregate principal amount not to exceed $12,000,000 (the "Series 2015 Bonds") will be acting in the manner consistent with and in furtherance of the provisions of the laws of the Commonwealth of Kentucky, particularly Chapter 103 of the Kentucky Revised Statutes (the "Act"); NOW THEREFORE, BE IT ORDAINED BY THE CITY OF PADUCAH, KENTUCKY, AS FOLLOWS: SECTION 1. Definitions. All defined terms used herein and those not otherwise defined herein shall have the respective meanings given to them in the Lease Agreement (the "Lease Agreement") between the Issuer and the Company, relating to the Series 2015 Bonds. Any reference herein to the Issuer or the Issuing Authority, or to any officers or members thereof, shall include those which succeed to their functions, duties or responsibilities pursuant to or by operation of law or who are lawfully performing their functions. Unless the context shall otherwise indicate, words importing the singular number shall include the plural number, and vice versa, and the terms "hereof," "hereby," "hereto," "hereunder," and similar terms, mean this Ordinance. SECTION 2. Determinations of Issuer. Pursuant to the Act, this Issuing Authority hereby affirms that the Project constitutes an "industrial building" as defined in the Act and is consistent with the provisions of §§ 103.200 to 103.285 of the Act; that such industrial building consists of an industrial building and related personal property including operating equipment and machinery deemed necessary in connection therewith, related to an activity, business, or industry for the manufacturing, processing or assembling of a commercial product, together with storage, warehousing, and distribution facilities in respect thereof, suitable for use by the Company within the meaning of the Act, asset forth in § 103.200(1)(k) of the Act; and that such industrial building 363 is to be financed with the proceeds of the Series 2015 Bonds pursuant to the provisions of §§ 103.200 to 103.285 of the Act. SECTION 3. Authorization of Bonds. It is hereby determined to be necessary to, and the Issuer shall, issue, sell and deliver, as provided herein and pursuant to the authority of the Act, the Series 2015 Bonds for the purposes of financing the acquisition, construction, installation and equipping of the Project, including costs incidental thereto, all in accordance with the provisions of the Lease Agreement. The- Series 2015 Bonds shall be designated "Industrial Building Revenue Bonds, Series 2015 (Paducah Riverfront Hotel, LP Project)." The maximum amount of Series 2015 Bonds to be outstanding at any one time is no greater than $12,000,000. SECTION 4. Terms and Execution of the Bonds. The Series 2015 Bonds shall be issued in the forms and denominations, shall be numbered, dated and payable as provided in the Bond Purchase Agreement hereinafter defined. The Series 2015 Bonds shall mature as provided in the Bond Purchase Agreement, and have such terms, bear such interest, and be subject to mandatory and optional redemption as provided in the Bond Purchase Agreement. This Issuing Authority hereby fixes and establishes the interest rate in effect from time to time on the Series 2015 Bonds in the manner and pursuant to the provisions of the Bond Purchase Agreement. The Series 2015 Bonds shall be executed on behalf of the Issuer by the manual or facsimile signature of its Mayor and City Clerk. In case any officer whose signature or a facsimile thereof shall appear on the Series 2015 Bonds shall cease to be such officer before the issuance or delivery of the Series 2015 Bonds, such signature or facsimile thereof shall nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until after that time. The form of the Series 2015 Bonds submitted to this meeting, subject to appropriate insertions and revisions in order to comply with the provisions of the Bond Purchase Agreement, is hereby approved, and when the same shall be executed on behalf of the Issuer by the appropriate officers thereof in the manner contemplated hereby and by the Bond Purchase Agreement, shall represent the approved form of Series 2015 Bonds of the Issuer. SECTION 5. Sale of the Bonds. In accordance with a written request, addressed to the Mayor from the Company, that the sale of the Series 2015 Bonds be made privately upon a negotiated basis, the Series 2015 Bonds are hereby awarded to Independence Bank (the "Purchaser") at the purchase price set forth, and on the terms and conditions described, in the Bond Purchase Agreement with respect to the Series 2015 Bonds (the 'Bond Purchase Agreement") among the Issuer, the Company, the Purchaser and Independence Bank, as servicing agent (the "Servicing Agent"). The Mayor and City Clerk are authorized and directed to make on behalf of the Issuer the necessary arrangements to establish the date, location, procedure and conditions for the delivery of the Series 2015 Bonds to the Purchaser, and to take all steps necessary to effect due execution and delivery to the Purchaser of the Series 2015 Bonds (or temporary bonds delivered in lieu of definitive Series 2015 Bonds until their preparation and delivery can be effectuated) under the terms of this Ordinance, the Bond Purchase Agreement and the Lease Agreement. It is hereby determined that the price for and the terms of the Series 2015 Bonds, and the sale thereof, all as provided in the aforesaid documents, are in the best interests of the Issuer and consistent with all legal requirements. SECTION 6. Authorization of Lease Agreement, Bond Purchase Agreement, PILOT Agreement Mortgage Assignments and All Other Documents to be Executed by the Issuer. In order to better secure the payment of the principal of, premium, if any, and interest on the Series 2015 Bonds as the same shall become due and payable, the Mayor and City Clerk are authorized to execute, acknowledge and deliver in the name and on behalf of the Issuer, the Lease Agreement, PILOT Agreement (as hereinafter defined), the Mortgage (as defined in the Lease Agreement), Bond Purchase Agreement and assignments substantially in the forms submitted or described to the Issuer, which are hereby approved, which shall be consistent with this Ordinance and not substantially adverse to the Issuer as may be permitted by the Act and approved by the officers executing the same on behalf of the Issuer. In order to provide for the payment of certain ad valorem taxes that would become due and payable from the Company if the transactions contemplated by the Bonds were not undertaken, the Mayor and City Clerk are authorized to execute, acknowledge and deliver in the name and on behalf of the Issuer, a Payment in Lieu of Taxes Agreement (the "PILOT Agreement") among the Company, the Issuer and the Paducah Independent School District (the "District") in the form submitted or described to the Issuer, which is hereby approved. The approval of such documents by said officers, and that such are not substantially adverse to the Issuer, shall be conclusively evidenced by the execution of such Lease Agreement, PILOT Agreement, Bond Purchase Agreement, Mortgage and assignments by such officers. 2 364 The Mayor and City Clerk are each hereby separately authorized to take any and all actions and to execute such financing statements, assignments, certificates, deeds and other instruments that may be necessary or appropriate in the opinion of Dinsmore & Shohl LLP, as Bond Counsel, in order to effect the issuance of the Series 2015 Bonds and the intent of this Ordinance. The City Clerk, or other appropriate officer of the Issuer, shall certify a true transcript of all proceedings had with respect to the issuance of the Series 2015 Bonds, along with such information from the records of the Issuer as is necessary to determine the regularity and validity of the issuance of the Series 2015 Bonds. SECTION 7. Covenants of Issuer. In addition to other covenants of the Issuer in this Ordinance, the Issuer further covenants and agrees as follows: (a) Payment of Principal, Premium and Interest. The Issuer will, solely from the sources herein or in the Bond Purchase Agreement provided, pay or cause to be paid the principal of, premium, if any, and interest on each and all Series 2015 Bonds on the dates, at the places and in the manner provided herein, in the Bond Purchase Agreement and in the Series 2015 Bonds. (b) Performance of Covenants, Authority and Actions. The Issuer will at all times faithfully observe and perform all agreements, covenants, undertakings, stipulations and provisions contained in the Series 2015 Bonds, Lease Agreement, Bond Purchase Agreement, PILOT Agreement, Mortgage and assignments, and in all proceedings of the Issuer pertaining to the Series 2015 Bonds. The Issuer warrants and covenants that it is, and upon delivery of the Series 2015 Bonds will be, duly authorized by the laws of the Commonwealth of Kentucky, including particularly and without limitation the Act, to issue the Series 2015 Bonds and to execute the Lease Agreement, Bond Purchase Agreement, PILOT Agreement, Mortgage and assignments, and all other documents to be executed by it, to provide for the security for payment of the principal of, premium, if any, and interest on the Series 2015 Bonds in the manner and to the extent herein and in the Bond Purchase Agreement set forth; that all actions on its part for the issuance of the Series 2015 Bonds and execution and delivery of the Lease Agreement, Bond Purchase Agreement, PILOT Agreement, Mortgage, assignments and all other documents to be executed by it in connection with the issuance of the Series 2015 Bonds, have been or will be duly and effectively taken; and that the Series 2015 Bonds will be valid and enforceable special obligations of the Issuer according to the terms thereof. Each provision of the Ordinance, Lease Agreement, Bond Purchase Agreement, PILOT Agreement, Mortgage, assignments and each Series 2015 Bond, and all other documents to be executed by the Issuer in connection with the issuance of the Series 2015 Bonds, is binding upon each officer of the Issuer as may from time to time have the authority under law to take such actions as may be necessary to perform all or any part of the duty required by such provision; and each duty of the Issuer and of its officers and employees undertaken pursuant to such proceedings for the Series 2015 Bonds is established as a duty of the Issuer and of each such officer and employee having authority to perform such duty. SECTION 8. No Personal Liability. No recourse under or upon any obligation, covenant, acceptance or agreement contained in this Ordinance, or in any Series 2015 Bond, or in the Lease Agreement, Bond Purchase Agreement, PILOT Agreement, Mortgage and assignments, or under any judgment obtained against the Issuer or by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any constitution or statute or otherwise, or under any circumstances, shall be had against any officer as such, past, present, or future, of the Issuer, either directly or through the Issuer, or otherwise, for the payment for or to the Issuer or any receiver thereof, or for or to any holder of any Series 2015 Bond, or otherwise, of any sum that may be due and unpaid by the Issuer upon any of the Series 2015 Bonds. Any and all personal liability of every nature, whether at common law or in equity, or by statute or by constitution or otherwise, of any such officer, as such, to respond by reason of any act or omission on his or her part, or otherwise, for, directly or indirectly, the payment for or to the Issuer or any receiver thereof, or for or to the owner or any holder of any Series 2015 Bond, or otherwise, of any sum that may remain due and unpaid upon any Series 2015 Bond, shall be deemed to be expressly waived and released as a condition of and consideration for the execution and delivery of the Lease Agreement, Bond Purchase Agreement, PILOT Agreement, Mortgage, assignments and the issuance of the Series 2015 Bonds. SECTION 9. No Debt or Tax Pledge. The Series 2015 Bonds do not constitute an indebtedness of the Issuer within the meaning of the Constitution of the Commonwealth of Kentucky. The Series 2015 Bonds shall be payable solely from the revenues and security interests pledged for their payment as provided in the Series 2015 Bonds, and neither moneys raised by taxation nor any other general or special revenues of the Issuer shall be obligated or pledged for the payment of principal of, premium (if any) or interest on the Series 2015 Bonds. ki ���7 SECTION 10. Severability. If any section, paragraph or provision of this Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Ordinance. SECTION 11. Open Meetings Law. This Issuing Authority hereby finds and determines that all formal actions relative to the adoption of this Ordinance were taken in an open meeting of this Issuing Authority, and that all deliberations of this Issuing Authority and of its committees, if any, which resulted in formal action, were in meetings open to the public, in full compliance with applicable legal requirements. SECTION 12. Effective Date. This Ordinance shall be in full force and effect from and after its passage, attestation and publication of a summary hereof. City Clerk Introduced by the Board of Commissioners, August 11, 2015 Adopted by the Board of Commissioners, August 25, 2015 Recorded by Tammara S. Sanderson, City Clerk, August 25, 2015 Published by The Paducah Sun, August 28, 2015 \ord\bond-Paducah Hotel 2015 El CERTIFICATE I, Tammara Sanderson, City Clerk of the City of Paducah, Kentucky, do hereby certify that the above is a true copy of an ordinance, as adopted by the City Commission at a meeting held on August _, 2015, whereat a quorum was present and voting, all as shown by the records of said City in my office. Dated: , 2015. SIGNED: M. R City Clerk 366