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HomeMy WebLinkAbout2011-7-7832ORDINANCE NO. 2011-7-7832 AN ORDINANCE OF THE CITY OF PADUCAH, KENTUCKY AUTHORIZING THE ISSUANCE OF CITY OF PADUCAH, KENTUCKY TAXABLE GENERAL OBLIGATION REFUNDING BONDS, SERIES 2011 IN THE AGGREGATE PRINCIPAL AMOUNT OF $3,945,000 (SUBJECT TO A PERMITTED ADJUSTMENT INCREASING OR DECREASING THE SIZE OF SAID BONDS BY UP TO $395,000), FOR THE PURPOSE OF CURRENTLY REFUNDING THE OUTSTANDING CITY OF PADUCAH, KENTUCKY GENERAL OBLIGATION TAXABLE PUBLIC PROJECT BONDS, SERIES 2004; AUTHORIZING AND APPROVING A FIRST SUPPLEMENTAL INTERLOCAL COOPERATION AGREEMENT BETWEEN THE CITY OF PADUCAH, KENTUCKY AND THE COUNTY OF MCCRACKEN, KENTUCKY IN CONNECTION WITH THE ISSUANCE OF THE BONDS; AUTHORIZING AND APPROVING A FIRST SUPPLEMENTAL CONTRACT, LEASE & OPTION AMONG THE CITY OF PADUCAH, KENTUCKY, THE COUNTY OF MCCRACKEN, KENTUCKY AND THE PADUCAH MCCRACKEN COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY IN CONNECTION WITH THE ISSUANCE OF THE BONDS; APPROVING THE FORM OF THE BONDS; AUTHORIZING DESIGNATED OFFICERS TO EXECUTE AND DELIVER THE BONDS; AUTHORIZING AND DIRECTING FILINGS WITH THE STATE LOCAL DEBT OFFICER AND DEPARTMENT FOR LOCAL GOVERNMENT; PROVIDING FOR THE PAYMENT AND SECURITY OF THE BONDS; CREATING A BOND PAYMENT FUND; MAINTAINING THE HERETOFORE ESTABLISHED SINKING FUND; AUTHORIZING ACCEPTANCE OF THE BID OF THE BOND PURCHASER FOR THE PURCHASE OF THE BONDS; AND REPEALING INCONSISTENT ORDINANCES. WHEREAS, the City of Paducah, Kentucky (the "City") has heretofore determined that it is a public purpose to reduce unemployment in the City, to increase the City's tax base, to foster economic development within the City and to promote the development of a skilled workforce, all to the benefit of the citizens and residents of the City; and WHEREAS, the City further previously determined that it was necessary and desirable in order to accomplish such public purposes that the City and the County of McCracken, Kentucky (the "County") jointly acquire, construct and install an approximately 100,000 square foot facility (the "Project"), which Project is being leased by the City and the County jointly to the Paducah McCracken County Industrial Development Authority (the "Authority") pursuant to a Contract, Lease & Option dated as of June 1, 2004 (the "Original Lease") by and among the County, the City and the Authority; and WHEREAS, pursuant to the Constitution and Laws of the Commonwealth of Kentucky, and particularly Sections 66.011 et. seq of the Kentucky Revised Statutes, as amended (the "General Obligation Act"), cities and counties may issue bonds or notes, subject to the requirements of the General Obligation Act, to pay all or any portion of the costs of financing any public project that such county or city is authorized to acquire, improve or construct; and WHEREAS, pursuant to the Constitution and Laws of the Commonwealth of Kentucky, and particularly Section 65.210 through 65.300 of the Kentucky Revised Statutes, as amended (the "Interlocal Act"), the City and the County may join together to undertake action which each could undertake separately; and WHEREAS, pursuant to the Interlocal Act, the City and the County heretofore entered into an interlocal cooperation agreement dated as of June 1, 2004 (the "Interlocal Agreement") providing for a joint plan for financing the Project (the "Plan of Financing") under which each of the City and the County assumed responsibility for fifty percent (50%) of the costs of the Project; and WHEREAS, pursuant to the Original Interlocal Agreement and in order to finance the Project, the City heretofore issued its $5,000,000 General Obligation Taxable Public Project Bonds, Series 2004 (the "Prior Bonds"); and WHEREAS, pursuant to the Original Interlocal Agreement and in furtherance of the plan of financing the Project, the County issued to the City its $2,500,000 General Obligation Public Project Note, Series 2004A (the "Prior County Note"); and • WHEREAS, the City and the County have determined that the present conditions of the municipal market are more favorable than at the time the Prior Bonds were issued and that it is therefore advantageous and in the best interests of the City and the County for the City to proceed with the issuance of its Taxable General Obligation Refunding Bonds, Series 2011 in the approximate principal amount of $3,945,000 (which amount may be increased or decreased by up to $395,000) (the "Bonds") to refund the Prior Bonds and enable the City and the County to realize debt service savings; and WHEREAS, in conjunction with the refunding of the Prior Bonds, the County shall issue to the City its Taxable General Obligation Refunding Note, Series 2011 in an aggregate principal amount equal to 50% of the aggregate principal amount of the Bonds (the "Refunding Note"); and WHEREAS, it is further necessary and desirable in connection with the plan of refunding for the City and County to enter into a First Supplemental Interlocal Cooperation Agreement (the "Supplemental Interlocal Agreement," and together with the Original Interlocal Agreement, the "Interlocal Agreement"), subject to approval by the Commonwealth of Kentucky's Department \ord\finance\Bond 2004 (Refinanced (2011) for Local Government, amending certain references in the Original Interlocal Agreement to the Prior Bonds to mean the Bonds. WHEREAS, it is further necessary and desirable in connection with the plan of refunding for the City and County to enter into a First Supplemental Contract, Lease & Option (the "Supplemental Lease," and together with the Original Lease, the "Lease") with the Authority, amending certain references in the Original Lease to the Prior Bonds to mean the Bonds. WHEREAS, the City desires to now proceed with the plan of refunding the Prior Bonds through the issuance of the Bonds to be sold and awarded to the successful bidder (the "Purchaser") at public, competitive sale in accordance with the provisions of Chapter 424 of the Kentucky Revised Statutes NOW, THEREFORE, BE IT ORDAINED by the City of Paducah, Kentucky, as follows: Section 1 -- Necessity, Authorization and Purpose. The City hereby declares that it is necessary to issue and authorizes the issuance of its General Obligation Refunding Bonds, Series 2011, in an aggregate principal amount of $3,945,000, subject to a permitted adjustment (the "Permitted Adjustment") increasing or decreasing the principal amount of Bonds awarded to the purchasers thereof by up to $395,000, for the purpose of (i) currently refunding the Prior Bonds and (ii) paying the costs of issuance of the Bonds. Notwithstanding anything contained in this Bond Ordinance to the contrary, $3,945,000 of Bonds shall be offered for sale in accordance with the provisions hereof, and the determination of the best bids for the Bonds shall be made on the basis of all bids submitted for exactly $3,945,000 principal amount of Bonds; provided however, the Permitted Adjustment is reserved in the City hereunder, with such increase or decrease to be made in any principal maturity so that the total principal amount of Bonds awarded to the best bidder may be a maximum of $4,340,000 or a minimum of $3,550,000. In the event of any such Permitted Adjustment, no rebidding or recalculation of a submitted bid will be required or permitted; the price at which such adjusted principal amount of Bonds will be sold shall be at the same price per $1,000 of Bonds as the price per $1,000 of the $3,945,000 of Bonds bid. Section 2 — Form of Bonds. The Bonds shall be issued as fully registered Bonds, shall be designated "Taxable General Obligation Refunding Bonds, Series 2011 ", shall express upon their faces the purpose for which they are issued, that they are issued under the Act and shall be substantially in the form set forth in Annex A. \ord\finance\Bond 2004 (Refinanced (2011) The Bonds shall be in denominations as requested by the Purchasers, which shall be in integral multiples of five thousand dollars ($5,000). The Bonds shall each be dated their date of initial issuance and delivery, or such other date as is determined in a certificate of award accepting the bids of the Purchasers (the "Certificate of Award") to be executed by the Mayor on the date of the sale of the Bonds. Interest on the Bonds shall be payable each June 1 and December 1 (an "Interest Payment Date"), commencing December 1, 2011, at the stated interest rate or rates on the principal amount thereof. The Bonds shall be serial or term Bonds maturing or subject to mandatory sinking fund redemption on June 1, 2012 and each June 1 thereafter in the years and in the amounts to be established in the Certificate of Award after advertised competitive sale of the Bonds based on the interest rates set forth in the successful bid (the "Bid") and the provisions of this Section 2, provided that the final maturity date of the Bonds shall be as set forth in the Certificate of Award but shall be no later than June 1, 2024. The interest rate or rates on the Bonds shall be determined in the Certificate of Award based on the Bid; provided that the true interest cost of the Bonds shall not exceed seven percent (7.0%). The Bonds shall be subject to optional redemption prior to their maturity on any date, in whole or in part, in such order of maturity as shall be designated in writing by the City, and by lot within a maturity, at the election of the City upon 45 days' written notice to the paying agent and registrar designated as such in the Certificate of Award (the "Paying Agent and Registrar") at a redemption price equal to the par amount thereof, plus accrued interest to the date of redemption: At least thirty (30) days before the optional or mandatory sinking fund redemption date of any Bonds, the Paying Agent and Registrar shall cause a notice of such redemption either in whole or in part, signed by the Paying Agent and Registrar, to be mailed, first class, postage prepaid, to all registered owners of the Bonds to be redeemed at their addresses as they appear on the registration books kept by the Paying Agent and Registrar, but failure to mail any such notice shall not affect the validity of the proceedings for such redemption of Bonds for which such notice has been sent. Each such notice shall set forth the date fixed for redemption, the redemption price to be paid and, if less than all of the Bonds being payable by their terms on a \ord\finance\Bond 2004 (Refinanced (2011) single date then outstanding shall be called for redemption, the distinctive series, number or letters, if any, of such Bonds to be redeemed. On the date so designated for redemption, notice having been mailed in the manner under the conditions hereinabove provided and moneys for payment of the redemption price being held in the Bond Payment Fund by the Paying Agent and Registrar for the registered owners of the Bonds to be redeemed, the Bonds so called for redemption shall become and be due and payable at the redemption price provided for redemption of such Bonds on such date, interest on the Bonds so called for redemption shall cease to accrue, and the registered owners of such Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof. Section 3 -- Execution and Delivery. The Bonds shall be executed by the manual or facsimile signature of the Mayor and duly attested by the manual or facsimile signature of the City Clerk (which, together with any other person as may be authorized by resolution are referred to as "Designated Officers") and shall have the seal of the City or a facsimile thereof affixed thereto. Additionally, the Bonds shall bear the manual authenticating signature of the Paying Agent and Registrar. The Designated Officers are further authorized and directed to deliver the Bonds to the Purchaser to the County, upon the terms and conditions provided herein, in the Certificate of Award and in the Bid for the Bonds, receive the proceeds therefor, execute and deliver such certificates and other closing documents and take such other action as may be necessary or appropriate in order to effectuate the proper issuance, sale and delivery of the Bonds. The City authorizes and directs the Paying Agent and Registrar to authenticate the Bonds and to deliver the Bonds to the Purchaser upon payment of the purchase price thereof. Section 4 -- Pam. Payment of or on account of the interest on and principal of the Bonds shall be made directly to the Paying Agent and Registrar for the account of the registered owner. Interest on the Bonds shall be payable by check, mailed to the person whose name appears on the fifteenth day preceding an Interest Payment Date on the bond registration records as the registered owner, on each Interest Payment Date or by other transfer of funds acceptable to such registered owner and the Paying Agent and Registrar. Principal shall be payable in such coin or currency of the United States of America as shall be legal tender for the payment of public and private debts at the time and place of payment upon delivery of the Bonds to the Paying Agent and Registrar or by other transfer of funds acceptable to the Paying Agent and \ord\finance\Bond 2004 (Refinanced (2011) Registrar and such registered owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bonds to the extent of the sum or sums so paid. Section 5 -- Filing. The Designated Officers are hereby authorized to undertake and cause all filings which may be required by law to be filed by the City with respect to the Bonds, including, but not limited to, securing the approval of the Department for Local Government for the Supplemental Interlocal Agreement and the filing of notice with the State Local Debt Officer with respect to the issuance of the Bonds. Section 6 -- Bond Payment Fund; Payment of Bonds. There is hereby established with the Paying Agent and Registrar a bond payment fund in the name of the City to be known as Taxable General Obligation Refunding Bonds, Series 2011 Bond Payment Fund (the 'Bond Payment Fund"), into which the City covenants to deposit, and into which the Designated Officers are hereby authorized and directed to deposit (i) all amounts received from the Authority under the Lease, (ii) all payments received under the County Refunding Note and, (iii) from the Sinking Fund (hereinafter defined), on or before the twenty-fifth day of each month which precedes an Interest Payment Date, the amount required to pay principal of and interest due on the Bonds on such Interest Payment Date. The Paying Agent and Registrar shall, without further authorization from the City, withdraw from the Bond Payment Fund, on such Interest Payment Date, the amounts necessary to pay principal of, and interest on, the Bonds to the registered owner of the same. The Paying Agent and Registrar is hereby appointed depository of the Bond Payment Fund with respect to the Bonds. If the City shall fail or refuse to make any required deposit in the Bond Payment Fund from the Sinking Fund, the Paying Agent and Registrar shall (i) notify any agency of the Commonwealth of Kentucky or any political subdivision thereof which may collect and distribute taxes or revenues for the City to seek any available necessary or proper remedial action; and (ii) upon being indemnified against cost and expense, exercise any remedy provided in the Act or at law or in equity for the benefit of the owner of the Bonds or its assignee, and shall disburse all funds so collected to the owners of the Bonds as payment of the Bonds. Section 7 -- General Obligation. The Bonds shall be full general obligations of the City and, for the payment of said Bonds, and the interest thereon, the full faith, credit and revenue of the City are hereby pledged for the prompt payment thereof. During the period the Bonds are \ord\finance\Bond 2004 (Refinanced (2011) outstanding, there shall be and there hereby is levied on all the taxable property in the City, in addition to all other taxes, without limitation as to rate, a direct tax annually in an amount sufficient to pay the principal of and interest on the Bonds when and as due, it being hereby found and determined that current tax rates are within all applicable limitations. Said tax shall be and is hereby ordered computed, certified, levied and extended upon the tax duplicate and i collected by the same officers in the same manner and at the same time that taxes for general purposes for each of said years are certified, extended and collected. Said tax shall be placed before and in preference to all other items and for the full amount thereof provided, however, that in each year to the extent that the other lawfully available funds of the City are available for the payment of the Bonds, including amounts available under the Lease, and are appropriated for such purpose, the amount of such direct tax upon all of the taxable property in the City shall be reduced by the amount of such other funds so available and appropriated. Section 8 -- Maintenance of Sinking Fund. Pursuant to Ordinance No. 2001-5-6353 adopted by the Governing Body of the Lessee (the "2001 General Obligation Ordinance"), there has heretofore been established a sinking fund (the "Sinking Fund"), which is hereby ordered to be continued and maintained as long as any of the Bonds shall remain outstanding. The funds derived from the tax levy required by Section 7 hereof or other lawfully available funds shall be placed in the Sinking Fund and, together with interest collected on the same, are irrevocably pledged for the payment of the interest on and principal of all bonds issued under the Act and Tax -Supported Leases, as defined in the Act, when and as the same fall due. Amounts shall be transferred from the Sinking Fund to the Bond Payment Fund at the times and in the amounts required by Section 6 hereof. Section 9 -- Pledge of Amounts Received Under Lease and County Refunding Note to Payment of Bonds. In addition to the pledge of the full faith, credit and revenue of the City and the levy of an annual tax sufficient to pay the principal of and interest on the Bonds when and as due, the City hereby unconditionally and irrevocably pledges the totality of (i) amounts to be received by the City from the Authority under the Lease during the period that any of the Bonds are outstanding and (ii) amounts received under the County Refunding Note. All sums collected by the City from the Authority under the Lease and from the County under the County Refunding Note shall be immediately deposited in the Bond Payment Fund and held separate and apart from all other funds of the City. Amounts and shall be used solely to pay \ord\finance\Bond 2004 (Refinanced (2011) the principal of, interest on, and redemption premium of the Bonds as and when the same shall be due and payable, whether at maturity or upon the earlier redemption thereof. Section 10 -- Sale of Bonds; Certificate of Award. The Designated Officers are hereby directed to sell the Bonds to the Purchaser at advertised competitive sale, the final principal amount of, the principal amortization of and the interest rate or rates on the Bonds to be established in accordance with the requirements of Sections 1 and 2 hereof by adoption of the Certificate of Award. The Mayor of the City is hereby authorized to execute the Certificate of Award establishing the terms of the Bonds described herein without any further action by the City Commission. Section 11 — Bonds Registered Owners; Transfer; Exchange. As long as the Bonds executed and delivered hereunder shall remain outstanding, the Paying Agent and Registrar shall maintain an office for the Registration of such Bonds and shall also keep at such office books for such registration and transfers. The registered owner of the Bonds, as set forth in the registration books maintained by the Paying Agent and Registrar on the fifteenth day preceding the an Interest Payment Date, or its assignees, for purposes of this Ordinance, to the extent of its interest, shall be treated as the owner of the applicable Bonds and shall be entitled to all rights and security of the owner of the Bonds hereunder. Upon surrender for registration of transfer of Bonds at the office of the Paying Agent and Registrar with a written instrument of transfer satisfactory to the Paying Agent and Registrar, duly executed by the registered owner or the registered owner's duly authorized attorney, the Paying Agent and Registrar shall execute and deliver, in the name of the designated transferee or transferees, one or more Bonds of the same series of any authorized denomination and of a like tenor and effect. All Bonds, upon surrender thereof at the office of the Paying Agent and Registrar, may, at the option of the registered owner thereof be exchanged for an equal aggregate principal amount of Bonds of the same series of any authorized denomination. In all cases in which the privilege of exchanging or transferring Bonds is exercised, the, Paying Agent and Registrar shall execute and deliver Bonds in accordance with the provisions of this Section. Every such exchange or transfer of Bonds, whether temporary or definitive, shall be without charge; provided that the Paying Agent and Registrar may impose a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to \ord\finance\Bond 2004 (Refinanced (2011) such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. Section 12 -- Disposition of Proceeds of Bonds. The proceeds of the sale of the Bonds shall be deposited, together with other available funds, as follows: (a) accrued interest, if any, shall be deposited to the Bond Payment Fund created in Section 6 hereof; (b) an amount sufficient to refund the Prior Bonds shall be deposited to the bond fund established for the Prior Bonds under the ordinance authorizing the Prior Bonds (the "Prior, Bonds Fund"); and (c) the remainder of the proceeds shall be deposited to a special cost of issuance fund hereby directed to be established and designated as the "City of Paducah, Kentucky Taxable General Obligation Refunding Bonds, Series 2011 Cost of Issuance Fund" (the "Cost of Issuance Fund") and used to pay the costs of issuing the Bonds. Section 13 —Approval and Authorization of Supplemental Interlocal Agreement. The City hereby approves the Supplemental Interlocal Agreement in substantially the form attached hereto as Annex B and made a part hereof. It is hereby found and determined that the Supplemental Interlocal Agreement is to be entered into in furtherance of proper public purposes of the City and in accordance with the provisions of the Interlocal Act. It is further determined that it is necessary and desirable and in the best interests of the City to enter into the Supplemental Interlocal Agreement for the purposes therein specified, and the execution and delivery of the Supplemental Interlocal Agreement is hereby authorized and approved. The Mayor and Clerk of the City are hereby authorized to execute the Supplemental Interlocal Agreement, together with such other agreements, instruments or certifications which may be necessary to accomplish the transactions contemplated by the Supplemental Interlocal Agreement with such changes in the Supplemental Interlocal Agreement not inconsistent with this Ordinance and not substantially adverse to the City as may be approved by the officials executing the same on behalf of the City. The approval of such changes by said officials, and that such are not substantially adverse to the City, shall be conclusively evidenced by the execution of such Supplemental Interlocal Agreement by such officials. Section 14 — Approval and Authorization of Supplemental Lease. The City hereby approves the Supplemental Lease in substantially the form attached hereto as Annex C and made a part hereof. It is hereby found and determined that the Supplemental Lease is to be entered \ord\finance\Bond 2004 (Refinanced (2011) into in furtherance of proper public purposes of the City and in accordance with the provisions of the Interlocal Agreement. It is further determined that it is necessary and desirable and in the best interests of the City to enter into the Supplemental Lease for the purposes therein specified, and the execution and delivery of the Supplemental Lease is hereby authorized and approved. The Mayor and Clerk of the City are hereby authorized to execute the Supplemental Lease, together with such other agreements, instruments or certifications which may be necessary to accomplish the transactions contemplated by the Supplemental Lease with such changes in the Supplemental Lease not inconsistent with this Ordinance and not substantially adverse to the City as may be approved by the officials executing the same on behalf of the City. The approval of such changes by said officials, and that such are not substantially adverse to the City, shall be conclusively evidenced by the execution of such Supplemental Lease by such officials. Section 15 -- Further Actions. In connection with the undertaking and implementation by the City of the plan of refunding herein described, which is hereby expressly directed, the Designated Officers are hereby authorized and directed to take and carry out such further necessary, desirable or appropriate actions to effect such plan of refunding. Section 16 -- Discharge of Ordinance. If the City shall pay or cause to be paid, or there shall otherwise be paid, to the owners of the Bonds the total principal and interest due or to become due thereon through maturity, in the manner stipulated therein and in this Ordinance, then the pledges made under this Ordinance, and all covenants, agreements and other obligations of the City hereunder, shall thereupon cease, terminate and become void and be discharged and satisfied. Section 17 -- Severability. If any one or more of the provisions of this Ordinance should be determined by a court of competent jurisdiction to be contrary to law, then such provisions shall be deemed to be severable from all remaining provisions and shall not affect the validity of such other provisions. Section 18 -- Inconsistent Actions. All prior ordinances, resolutions, orders or parts thereof inconsistent herewith are hereby repealed. Section 19 -- Open Meetings Compliance. All meetings of the City Commission and of its committees and any other public bodies, at which the formal actions in connection with the issuance of the Bonds were taken, or at which deliberations that resulted in such formal actions were held, were open meetings, and such formal actions were taken and any such deliberations \ord\finance\Bond 2004 (Refinanced (2011) took place while such meetings, after proper notice, were open to the public, in compliance with all legal requirements including KRS Sections 61.805 through 61.850. Section 21 -- Effective Date. This Ordinance shall become effective immediately upon adoption and publication of a summary thereof, as provided by law. INTRODUCED AND PUBLICLY READ ON FIRST READING on the 28th day of June, 2011. PUBLICLY READ, ADOPTED AND APPROVED ON SECOND READING, this the 12th day of July, 2011. CITY O Attest: By: ()i?T%1d',- { Tammara S. Brock, City Clerk Introduced by the Board of Commissioners, June 28, 2011 Adopted by the Board of Commissioners, July 12, 2011 Recorded by Tammara S. Brock, City Clerk, July 12, 2011 Published by The Paducah Sun, July 18, 2011 \ord\finance\Bond 2004 (Refinanced (2011) 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 City Clerk, I further certify that the foregoing is a true, correct and complete copy of an Ordinance duly enacted by the City Commission of the City at a duly convened meeting held on the 12th day of July, 2011, on the same occasion signed by the Mayor as evidence of his approval, and now in full force and effect, all as appears from the official records of the City in my possession and under my control. Witness my hand and the seal of said City as of the /-�z day of , 2011. Tammara S. Brock, City Clerk [SEAL] \ord\finance\Bond 2004 (Refinanced (2011) ANNEX A Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to issuer or its agent for registration of transfer, exchange, or payment and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. COMMONWEALTH OF KENTUCKY CITY OF PADUCAH, KENTUCKY TAXABLE GENERAL OBLIGATION REFUNDING BOND, SERIES 2011 No. R-1 $ BOND DATE: August _, 2011 MATURITY DATE: June 1, INTEREST RATE: % REGISTERED HOLDER: PRINCIPAL AMOUNT: KNOW ALL PERSONS BY THESE PRESENTS: That the City of Paducah, Kentucky (the "City"), for value received, hereby acknowledges itself obligated to, and promises to pay to the registered holder identified above, or registered assigns, the principal sum identified above (or, if any part thereof has been paid, the balance thereof remaining unpaid), on the maturity date specified above, and to pay interest on said principal sum (or, if any part thereof has been paid, the balance thereof remaining unpaid) from the date hereof, payable each June 1 and December 1, commencing December 1, 2011, at the Interest Rate per annum identified above, calculated on the basis of a 360 day year with 30 day months, except as the provisions hereinafter set forth with respect to prior redemption may be and become applicable hereto. The principal of and interest on this bond are payable, without deduction for exchange, collection, or service charges, in lawful money of the United States of America. Principal is payable at the designated corporate trust office of , Louisville, Kentucky, or any successor (the "Paying Agent and Registrar") or by other transfer of funds acceptable to the Paying Agent and Registrar and such owner. All interest on this bond and principal payable prior to the final maturity date shall be payable by check or draft mailed to the record date registered holder hereof at the address shown on the registration records kept by the Paying Agent and Registrar or by other transfer of funds acceptable to the Paying Agent and Registrar and such owner. The record date shall be the fifteenth day of the month preceding each interest payment date. This Bond is one of an issue of Bonds of like tenor and effect, except as to denomination and maturity, numbered from R-1 upward, inclusive, of the denomination of $5,000 or any integral multiple thereof originally aggregating dollars ($ ) in principal amount, issued for the purpose of (i) currently refunding the City's outstanding General Obligation Taxable Public Project Bonds, Series 2004, the proceeds of which in turn financed the costs of acquiring, constructing and installing an approximately 100,000 square foot building (the "Project") to be jointly owned by the City and the County of McCracken, Kentucky (the "County") and (ii) paying the costs of issuance of the Bonds, all pursuant to and in full compliance with the general laws of the Commonwealth of Kentucky and particularly Chapter 66 of the Kentucky Revised Statutes, and pursuant to an ordinance duly adopted by the City Commission of the City on the 12th day of July, 2011 (the 'Bond Ordinance") upon the affirmative vote of at least a majority of the members of its City Commission at a public meeting duly and regularly held, and after filing proper notice with the State Local Debt Officer of the Commonwealth of Kentucky. This Bond and the issue of which it forms a part is a general obligation of the City and the full faith, credit and revenue of the City are pledged to the payments due hereunder. THIS BOND IS CONTINUALLY SECURED BY THE FAITH, CREDIT AND REVENUE OF THE CITY. This Bond is further secured by all amounts received or to be received by the City under \ord\finance\Bond 2004 (Refinanced (2011) (i) a general obligation note (the "County Note") of the County of McCracken, Kentucky (the "County") issued in an aggregate principal amount equal to fifty percent (50%) of the aggregate principal amount of the Bonds and bearing interest at an interest rate or rates equal to the interest rate on the Bonds set forth below and (ii) a certain Contract, Lease & Option, as supplemented by a First Supplemental Contract, Lease & Option, among the City, the County and the Paducah McCracken County Industrial Development Authority. The Bonds mature on the 1st day of June of the following years, in the respective principal amounts and bear interest at the following rates of interest: Interest Rate Maturity Date Amount Per Annum June 1, 2012 June 1, 2013 June 1, 2014 June 1, 2015 June 1, 2016 June 1, 2017 June 1, 2018 June 1, 2019 June 1, 2020 June 1, 2021 June 1, 2022 June 1, 2023 June 1, 2024 The Bonds shall be subject to optional redemption prior to their maturity on any date, in whole or in part, in such order of maturity as shall be designated in writing by the City, and by lot within a maturity, at the election of the City upon 35 days' written notice to the Paying Agent and Registrar at a redemption price equal to the par amount thereof, plus accrued interest to the date of redemption. At least thirty (30) days before the redemption date of any Bonds the Paying Agent and Registrar shall cause a notice of such redemption signed by the Paying Agent and Registrar, to be mailed, first class, postage prepaid, to all registered owners of the Bonds to be redeemed at their addresses as they appear on the registration books kept by the Paying Agent and Registrar, but failure to mail any such notice shall not affect the validity of the proceedings for such redemption of Bonds for which such notice has been sent. Each such notice shall set forth the date fixed for redemption, the redemption price to be paid and, if less than all of the Bonds being payable by their terms on a single date then outstanding shall be called for redemption, the distinctive number or letters, if any, of such Bonds to be redeemed. On the date so designated for redemption, notice having been published in the manner under the conditions hereinabove provided and moneys for payment of the redemption price being held in the Payment Fund by the Paying Agent and Registrar for the registered owners of the Bonds to be redeemed, the Bonds so called for redemption shall become and be due and payable at the redemption price provided for redemption of such Bonds on such date, interest on the Bonds so called for redemption shall cease to accrue, and the registered owners of such Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof. No recourse shall be had for the payment of the principal of or the interest on this Bond, or for any claim based hereon, against any officer, agent or employee, past, present or future, of the City, as such, either directly or through the City, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise; all such liability of such officers, agents or employees is hereby renounced, waived and released as a condition of and as consideration for the issuance, execution and acceptance of this Bond. It is hereby certified that all acts, conditions and things required to be done, to occur or be performed precedent to and in the issuance of this Bond, or in the creation of the obligations of which this Bond is evidence, have been done, have occurred and have been performed in regular and due form and manner as required by law; that the faith, credit and revenue of the City are \ord\finance\Bond 2004 (Refinanced (2011) hereby irrevocably pledged for the prompt payment of the principal hereof and interest hereon; that the repayment obligation represented by this Bond is not in excess of any constitutional or statutory limitation; and that due provision has been made for the levy and collection of a tax sufficient in amount to pay the interest on this Bond as it falls due and to provide for the redemption of this Bond at maturity or upon earlier redemption. \ord\fnance\Bond 2004 (Refinanced (2011) IN WITNESS WHEREOF, the City has caused this Bond to be signed either manually or by facsimile in its name by its Mayor and duly attested either manually or by facsimile by its City Clerk and an impression or facsimile of the City's seal to be imprinted hereon, as of the date set forth above. CITY OF PADUCAH, KENTUCKY By: Mayor (SEAL) Attest: By: Tammara S. Brock, City Clerk CERTIFICATE OF AUTHENTICATION This is to certify that this Bond is one of the Bonds described hereinabove. Authorized Signature Paying Agent and Registrar Date of Authentication: \ord\finance\Bond 2004 (Refinanced (2011) CERTIFICATE It is hereby certified that the following is a correct and complete copy of the text of the legal opinion of Peck, Shaffer & Williams LLP, Attorneys, Covington, Kentucky, regarding the issue of which the within bond is one, the original of which opinion was manually executed, dated and issued as of the date of delivery of and payment for said issue and a copy of which is on file with the undersigned. Tammara S. Brock, City Clerk [FORM OF APPROVING OPINION] \ord\finance\Bond 2004 (Refinanced (2011) -- -, -- - - ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: (please print or typewrite social security number or other identifying number and name and address of transferee) the within Bond and does hereby irrevocably constitute and appoint the or its successor as Bond Paying Agent and Registrar to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Note: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. \ord\finance\Bond 2004 (Refinanced (2011) FORM OF FIRST SUPPLEMENTAL INTERLOCAL COOPERATION AGREEMENT \ord\fnance\Bond 2004 (Refinanced (2011) ANNEX C FORM OF FIRST SUPPLEMENTAL CONTRACT, LEASE & OPTION sss2iv2 \ord\finance\Bond 2004 (Refinanced (2011)