HomeMy WebLinkAbout2005-11-7030ORDINANCE NO. 2005-11-7030
CITY OF PADUCAH, KENTUCKY
TAXABLE GENERAL OBLIGATION BONDS
(POLICE AND FIREFIGHTERS PENSION PLAN)
SERIES 2005
DATED NOVEMBER 1, 2005
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INDEX TO BOND ORDINANCE
Section1 Definitions......................................................................................................................2
Section 2 Words of Masculine Gender; Plural as Well as Singular Form.....................................5
Section 3 Authorization of Series 2005 Bonds..............................................................................5
Section 4 Interest Payable Semiannually.......................................................................................5
Section5 Place of Payment............................................................................................................5
Section 6 Principal Amount and Maturities...................................................................................6
Section 7 Redemption Provisions..................................................................................................6
Section 8 Tax Levy and Pledge; Sinking Fund..............................................................................6
Section9 Bond Form.....................................................................................................................7
Section 10 Execution of the Bonds..................................................................................................7
Section 11 Bonds Shall Be Fully Registered...................................................................................7
Section 12 Authentication of Bonds by Paying Agent....................................................................7
Section 13 Registration and Payment..............................................................................................8
Section 14 Conditions of Sale of Bonds..........................................................................................8
Section 15 Use of Proceeds of Series 2005 Bonds..........................................................................8
Section16 Creation of Funds...........................................................................................................9
Section17 Defeasement...................................................................................................................9
Section 18 Covenant as to Audits..................................................................................................10
Section19 Default; Remedies........................................................................................................10
Section 20 Rights of Bondowners..................................................................................................12
Section 21 Ordinance is Contractual With Bondowners...............................................................12
Section 22 Annual Disclosure Requirements................................................................................12
Section 23 Acceptance of Paying Agent........................................................................................14
Section 24 Duties and Responsibilities of Paying Agent...............................................................14
Section 25 Immunities and Other Rights of Paying Agent............................................................15
Section 26 Fees, Charges and Expenses of Paying Agent.............................................................17
Section 27 Merger or Consolidation of Paying Agent...................................................................18
Section 28 Replacement of Paying Agent.....................................................................................18
Section 29 Signatures of Officers..................................................................................................18
Section 30 Terms of Bonds and this Ordinance May be Revised Before Issuance .......................
Section 31 Severability Clause
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Section32 Captions of Clauses......................................................................................................18
Section 33 Effective Date of Ordinance; Publication of Summary...............................................19
Certificateof City Clerk.................................................................................................................20
Acceptance by U.S. Bank, National Association, as Bond Registrar,
PayingAgent and Transfer Agent...............................................................................................21
Exhibit A - Form of Bond
Exhibit B - Notice of Bond Sale
Exhibit C - Official Terms and Conditions of Bond Sale
Exhibit D - Bid Form
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ORDINANCE NO. 2005-11-7030
ORDINANCE OF THE CITY COMMISSION OF THE CITY OF
PADUCAH, KENTUCKY, PROVIDING FOR THE ISSUANCE OF ITS
CITY OF PADUCAH, KENTUCKY TAXABLE GENERAL OBLIGATION
BONDS (POLICE AND FIREFIGHTERS PENSION PLAN), SERIES 2005;
SETTING FORTH THE TERMS AND CONDITIONS UPON WHICH THE
SERIES 2005 BONDS ARE TO BE ISSUED AND OUTSTANDING;
ORDERING AND PROVIDING FOR THE LEVY OF AN ANNUAL TAX,
TO THE EXTENT NECESSARY, IN AN AMOUNT SUFFICIENT TO PAY
THE INTEREST ON AND PRINCIPAL OF THE SERIES 2005 BONDS;
AND PROVIDING FOR A PUBLIC SALE OF THE SERIES 2005 BONDS
AND THE APPLICATION OF THE PROCEEDS THEREOF.
WHEREAS, the City of Paducah, Kentucky (the "City") deems it necessary to borrow
money for the purpose of financing the costs of paying certain unfunded liabilities in the City's
pension obligations (the "Pension Liability"), and for that purpose, desires to issue its City of
Paducah, Kentucky Taxable General Obligation Bonds (Police and Firefighters Pension Plan),
Series 2005, in the approximate amount of $6,160,000 (subject to an adjustment as described
herein upward or downward by the amount of $615,000), the payment of the principal thereof
and interest thereon is secured by the full faith, credit and resources of the City which is hereby
pledged for such purpose; and
WHEREAS, to provide funds for the Pension Liability, it is now appropriate for the City
to cause the sale and issuance of the 2005 Bonds according to authority of Chapters 158 and 159
of the Constitution of Kentucky and applicable laws, as amended, including Sections 66.011
through 66.171 of the Kentucky Revised Statutes (the "Act"); and
WHEREAS, it is the desire and intent of the City at this time to adopt this Ordinance
which, among other things, authorizes and provides for the issuance of the Series 2005 Bonds for
the purposes aforesaid and sets forth the restrictions and conditions on which the Series 2005
Bonds are to be issued and outstanding;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE
CITY OF PADUCAH, KENTUCKY, AS FOLLOWS:
ARTICLE 1
DEFINITIONS
Section 1. Definitions. As used in this Ordinance, unless the context requires otherwise,
the following terms shall have the following respective meanings:
"Act" refers to Chapter Sections 66.011 through 66.171, inclusive, of the Kentucky
Revised Statutes.
"Bond Counsel" refers to Rubin & Hays, Louisville, Kentucky, or any other nationally
recognized individual or firm in the field of municipal bond law.
"Bondowner" or "Owner" refers to the registered Owner of any of the Bonds.
"Bond Register" means the books and records maintained by the Bond Registrar as to the
registered ownership and transfers of ownership of the Bonds from time to time.
"Bond Registrar" or "Registrar" or "Paying Agent" or "Transfer Agent" refers to the bank
which shall constitute the Bond Registrar and Paying Agent with respect to the Bonds, which
bank shall have the duties and responsibilities of (a) issuing semiannual checks in payment of
interest requirements as to the Bonds, (b) paying the principal of same at maturity or applicable
mandatory redemption or optional redemption prior to maturity upon surrender of the Bonds, (c)
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authenticating, issuing and delivering the Bonds to the original purchasers of same in accordance
with the sale of the Bonds, at the direction of the City, (d) maintaining the Bond Register and (e)
handling exchanges, cancellations, reissuance, redemption and all apparent duties of a Bond
Registrar, Paying Agent and Transfer Agent with respect to the Bonds, as hereinafter set out.
The Bond Registrar, Paying Agent and Transfer Agent hereby designated is U.S. Bank, National
Association, Louisville, Kentucky. Provided, however, it is understood that the City reserves the
right to designate a different Federal Deposit Insurance Corporation instrumentality to perform
any and all of such functions of Bond Registrar, Paying Agent and Transfer Agent as to the
Bonds.
"Bonds" refers to the Series 2005 Bonds.
"Business Day" means any day other than a Saturday, Sunday or holiday or a day on
which banks located in the city or cities in which the principal corporate trust office of the
Paying Agent is located are required or authorized to close for general banking business or on
any day on which the New York Stock Exchange is closed.
"City" refers to the City of Paducah, Kentucky.
"City Attorney" refers to the Denton & Keuler, Paducah, Kentucky or any other attorney
or firm of attorneys designated as the City Attorney of the City.
"City Commission" shall mean the City Commission of the City of Paducah, Kentucky.
"City Treasurer" refers to the City Treasurer of the City.
"Code" refers to the Internal Revenue Code of 1986, as amended, and the applicable
regulations thereunder.
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"Costs of Issuance Fund" refers to the City of Paducah, Kentucky Taxable General
Obligation Bonds (Police and Firefighters Pension Plan) Costs of Issuance Fund created in
Section 18 of this Ordinance. �,,J
"Final Maturity Date" refers to November 1, 2025.
"Financial Advisor" refers to Morgan Keegan & Company, Inc., 489 East Main Street,
Lexington, Kentucky 40507.
"Funds" refers to the Sinking Fund and the Costs of Issuance Fund.
"Governing Body" refers to the City Commission of the City.
"Interest Payment Date" shall mean May 1 and November 1 of each year, commencing
May 1, 2006.
"Mayor" refers to the elected Mayor of the City.
Woody's" refers to Moody's Rating Service.
"Outstanding" or "Bonds Outstanding" means all Bonds which have been authenticated
and delivered by Paying Agent under this Ordinance, except:
(a) Bonds cancelled after purchase in the open market or because of payment
at or redemption prior to maturity;
(b) Bonds for the payment or redemption of which cash funds and/or
noncallable U.S. Obligations have been theretofore deposited with the Paying Agent
(whether upon or prior to the maturity or redemption date of any such Bonds); provided
that if such Bonds are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given or arrangements satisfactory to the Paying Agent shall
have been made therefor, or waiver of such notice satisfactory in form to the Paying
Agent, shall have been filed with the Paying Agent; and
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(c) Bonds paid or deemed to be paid pursuant to Section 19 of this Ordinance;
and
(d) Bonds in lieu of which others have been authenticated under Section 13 of
this Ordinance.
"Paying Agent" refers to U.S. Bank, National Association, Louisville, Kentucky, which
has been designated to serve as Paying Agent under this Ordinance.
"Permitted Investments" refers to the following:
(211,
(a) U.S. Obligations;
(b) Noncallable direct obligations of the United States of America;
(c) Obligations of, or guaranteed as to timely payment of principal and
interest by, the United States of America, or obligations of any of its
agencies or instrumentalities;
(d) Bonds or certificates of indebtedness of the Commonwealth of Kentucky
and of its agencies and instrumentalities rated in the top three rating
categories by Moody's and S&P;
(e) Interest bearing deposits in national or state banks chartered in the
Commonwealth of Kentucky and insured by Federal Deposit Insurance
Corporation where the deposit amount does not exceed the amount so
insured; and
(f) Repurchase agreements for obligations described in (i) or (ii) above with
national or state banks chartered in Kentucky which have a long term debt
rating of "Aa" or better by Moody's and "AA" or better by S&P (so long
as an opinion is rendered that the repurchase agreement is a "Repurchase
Agreement" as defined in the Financial Institutions Reform, Recovery and
Enforcement Act of 1989 ("FIRREA") and that such bank is subject to
FIRREA); provided the term of such repurchase agreement is for one year
or less.
"Purchasers" refers to the original purchasers of the Bonds at the public sale, including
all members of their purchasing syndicate or group.
"Record Date" shall mean with respect to any Interest Payment Date, the close of
business on April 15 or October 15, as the case may be, next preceding such Interest Payment
Date, whether or not such April 15 or October 15 is a business day.
"Regulations" refers to the applicable Federal income tax regulations issued by the
Department of Treasury of the United States of America interpreting the Code.
"S&P" means Standard & Poor's Ratings Group.
"Series 2005 Bonds" refers to the City of Paducah, Kentucky Taxable General Obligation
Bonds (Police and Firefighters Pension Plan), Series 2005, dated November 1, 2005.
"Sinking Fund" refers to the City of Paducah, Kentucky Taxable General Obligation
Bonds (Police and Firefighters Pension Plan) Sinking Fund, created in Section 16 of this
Ordinance.
"Term Bonds" refers to the Bonds, if any, which are required to be mandatorily redeemed
in accordance with the provisions of Section 14 hereof.
"U. S. Obligations" means bonds or notes which are the direct obligations of the United
States of America, or obligations the principal of and interest on which are guaranteed by the
United States of America.
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Section 2. Words of Masculine Gender; Plural as Well as Singular Form. Words
of the masculine gender shall be deemed and construed to include correlative words of the
feminine and neuter genders. Unless the context shall otherwise indicate, words and terms
herein defined shall be equally applicable to the plural as well as to the singular form of any of
such words and terms. All words and terms used in this Ordinance have the meaning set forth
therein. Unless otherwise indicated, references to Articles or Sections refer to those in this
Ordinance.
Section 3. Authorization of Series 2005 Bonds. In order to provide funds necessary to
finance the Pension Liability and to defray all costs and expenses incident to the issuance of the
Series 2005 Bonds, there shall be and there are hereby authorized to be issued the City of
Paducah, Kentucky Taxable General Obligation Bonds (Police and Firefighters Pension Plan),
Series 2005, in the aggregate principal amount of $6,160,000 (plus or minus up to $615,000), to
be dated as of November 1, 2005, the same to bear interest from their date payable semiannually
on May 1 and November 1, commencing May 1, 2006. The Series 2005 Bonds shall mature in
such principal amounts and bear interest at a rate or rates to be fixed as a result of the advertised
sale of said Series 2005 Bonds.
Section 4. Interest Payable Semiannually. The Bonds shall bear interest to be set by a
public sale from November 1, 2005, payable semiannually as anticipated on the Interest Payment
Dates.
Section 5. Place of Payment. Interest on each Bond shall be payable by check or draft
mailed to the registered owner thereof at the address shown on the registration books kept by the
Paying Agent as registrar. The principal of and premium, if any, on the Bonds shall be payable,
without exchange or collection charges, in lawful money of the United States of America upon
their presentation and surrender as they respectively become due and payable, whether at
maturity or by prior redemption, at the principal corporate trust office of the Paying Agent. Both
principal and interest on the Bonds shall be payable at the main office of the Paying Agent.
Section 6. Principal Amount and Maturities. The total principal amount and the
maturities of said Bonds shall be finally determined by the Mayor, in accordance with the
provisions of Section 14 hereof; provided that the Bonds shall mature no later that the Final
Maturity Date.
Section 7. Redemption Provisions. (a) Optional Redemption. Provided that the City
has given notice to the Paying Agent at least 30 days prior to the date of redemption, the Series
2005 Bonds maturing on or after November 1, 2016, shall be subject to redemption, in whole or
in part, in advance of maturity, at any time on or after November 1, 2015, (less than all Bonds of
a single maturity to be selected in such manner as the Paying Agent may determine) at a
redemption price equal to 100% of the principal amount of the Series 2005 Bonds called for
redemption, plus unpaid interest accrued to the date of redemption.
(b) Mandatory Redemption. The Term Bonds, if any, must be mandatorily redeemed on
November 1 in each of the respective years set forth in the mandatory redemption schedule set
forth in the Sale Resolution. The Term Bonds to be so redeemed shall be selected by the Bond
Registrar by lot in such manner as may be determined in the discretion of the Bond Registrar.
Such Term Bonds due shall be so mandatorily redeemed at 100% of the aggregate principal
amounts specified in accordance with the provisions of Section 14 hereof for each year plus
accrued interest to the respective dates of mandatory redemption.
At the option of the City, to be exercised at least 45 days prior to the date for application
of the mandatory redemption of the Term Bonds, if any, the City may receive a credit against the
mandatory redemption requirement for Term Bonds subject to the application of such mandatory
redemption requirement which, prior to the date for application of such requirement (and for
which a credit has not previously been taker.) (i) have been redeemed other than through the
application of such mandatory redemption procedure, and cancelled by the Bond Registrar, or
(ii) have been delivered to the Bond Registrar by the City for cancellation.
(c) Notice of Redemption. The Paying Agent shall, upon being indemnified to its
satisfaction, and in the event of an optional redemption upon receiving funds necessary to
redeem such Bonds, cause notice of the call for any redemption identifying the Bonds or portions
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thereof (integral multiples of $5,000) to be redeemed to be sent by United States mail, postage
prepaid, at least thirty days prior to the date fixed for redemption to the registered owner of each
Bond to be redeemed at the address shown on the registration books maintained by the Paying
Agent as Bond Registrar. Failure to give such notice by mailing or any defect therein in respect
of any Bond shall not affect the validity of any proceedings for the redemption of any Bond.
Section 8. Tax Levy and Pledge; Sinking Fund. For the purpose of providing funds
required to pay the interest on the Series 2005 Bonds as and when the interest becomes due and
in order to create a sinking fund to pay and discharge the principal thereof (and premium, if any)
'i as the Series 2005 Bonds become due, there shall be and there is hereby levied upon all of the
taxable property within the City, beginning in 2005 and continuing in each year as long as any of
the Series 2005 Bonds are outstanding, a direct annual tax sufficient, to the extent other lawfully
available moneys of the City are not provided for that purpose, as mandatorily required by
Section 159 of the Kentucky Constitution. The proceeds derived from said special annual tax
levied from time to time, together with other lawfully available moneys of the City provided for
the purpose, shall be deposited and carried in a special and separate bank account in the name of
the City and held apart from all other funds of the City, shall be applied only for the purpose of
paying the principal of and interest (and premium, if any) on the Series 2005 Bonds, and shall be
designated the City's "Sinking Fund". The proceeds of said special annual tax and the balances
accumulated from time to time in the Sinking Fund are hereby irrevocably pledged for the
purpose of paying the principal of and interest (and premium, if any) on the Series 2005 Bonds
and shall never be used for any other purpose. The City hereby covenants with the holders of the
Series 2005 Bonds that it will levy said special annual tax in each year at whatever rates may be
necessary from time to time in order to produce the amounts required in each year, to the extent
not otherwise provided, to pay the Series 2005 Bonds and interest (and premium, if any) when
and as they mature or become due.
If principal or interest should fall due in any year at a time when there are insufficient
funds on hand, collected by reason of the foregoing special tax levy, such principal and interest
shall be paid from other available funds of the City and reimbursement therefor shall be made
out of the special tax hereby provided when the same shall have been collected.
All moneys held in the Sinking Fund shall be deposited in a bank or banks which are
members of the Federal Deposit Insurance Corporation ("FDIC"), and all such deposits which
cause the aggregate deposits of the City in any one bank to be in excess of the amount insured by
FDIC shall be continuously secured by a valid pledge of direct obligations of the United States of
America having an equivalent market value. All or any part of the Sinking Fund may be
invested in Permitted Investments, maturing or being subject to retirement at the option of the
holder on such dates as the same may be needed for meeting interest and/or principal payments,
and all such investments shall be carried to the credit of the Sinking Fund.
Section 9. Bond Form. The Bonds shall be in substantially the form set forth in Exhibit
A attached hereto.
Section 10. Execution of the Bonds. The Bonds shall be executed on behalf of the City
and signed with the facsimile signature of the Mayor, with the corporate seal of the City
imprinted thereon and attested by the facsimile signature of the City Clerk of the City.
Section 11. Bonds Shall Be Fully Registered. The Bonds shall be fully registered and
transferred and assigned in accordance with the written authorized instruction of the registered
owner by the Paying Agent. The Paying Agent shall establish and maintain a list of the
registered owners of the Bonds.
Section 12. Authentication of Bonds by Paying Agent. The Bonds herein authorized
shall, upon the signing and execution thereof, be duly authenticated by the Paying Agent, and
delivered by it pursuant to the order of the Mayor, and only such Bonds as shall be authenticated
by the Paying Agent or by any successor Paying Agent by the signing of the Paying Agent's
Certificate of Authentication endorsed thereon shall be secured by this Ordinance and be entitled
to any benefit or pledge herein; and such duly executed Certificate shall be conclusive evidence
that the Bonds so authenticated have been duly issued, are authentic, and are entitled to the
benefit of the trust hereby created.
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Section 13. Registration and Payment. All Bonds shall be registered as to both
principal and interest on the books of the City maintained at the corporate trust office of the
Paying Agent. No transfer of any Bonds shall be valid unless made on said books at the request
of the registered owner in person or by his attorney duly authorized in writing, and similarly
noted on such Bond. The Paying Agent, as registrar, shall not be required to transfer or
exchange any Bond on any date which is after the fifteenth day of the month preceding any
interest payment date, or during any period beginning 15 days prior to the selection by the
Paying Agent of Bonds to be redeemed prior to maturity and ending on the date of mailing of
notice of any such redemption. The person in whose name a Bond is registered upon the books
of the City shall be deemed the owner thereof for all purposes.
Section 14. Conditions of Sale of Bonds. The Bonds shall be sold at a publicly
advertised sale, upon the basis of sealed bids, at such time as the Mayor may deem desirable.
The Mayor and/or the City Clerk, are hereby authorized to prepare such Notice of Bond Sale,
substantially in the form of Exhibit B attached hereto, Official Terms and Conditions of Bond
Sale, substantially in the form of Exhibit C attached hereto, Bid Form, substantially in the form
of Exhibit D attached hereto, and an Official Statement, in the customary forms as may be
necessary or desirable, without further action being taken, after the execution of this instrument
is authorized, it being provided, however, that there shall be no sale of the Bonds unless and until
the Governing Body accepts a successful bid for the sale of the Bonds.
Said bids shall be received in the City Manager's office, 300 South Fifth Street, Paducah,
Kentucky 42002, or such other place as may be designated. The Mayor is hereby authorized by
Municipal Order to accept the successful bid and determine the exact rates of interest, which said
Bonds shall bear. The proceeds of the sale of said Bonds shall be used only for the purposes
herein described.
Section 15. Use of Proceeds of Series 2005 Bonds. The proceeds of the Series 2005
Bonds issued and sold hereunder, when received, shall be allocated as follows:
(1) to deposit an amount equal the collected accrued interest on the Bonds for the
period from the date thereof to the date of delivery thereof into the Sinking Fund,
(2) to deposit such moneys in the Costs of Issuance Fund, as are necessary to pay the
issuance expenses of the Bonds, and
(3) there shall be paid to the Branch Banking & Trust Company, Trustee for the
Paducah Police and Fireman's Fund the sum of $5,992,751 out of the proceeds of
the Bonds for the purpose of funding the unfunded liability in said fund.
If the City Commission finds at any time that any portion of the proceeds of the Series
2005 Bonds will not be needed for immediate expenditure, such portion shall be deposited in the
Sinking Fund.
Section 16. Creation of Funds. There is hereby created the "City of Paducah, Kentucky
Taxable General Obligation Bonds (Police and Firefighters Pension Plan) Sinking Fund (the
"Sinking Fund") to be deposited with the Paying Agent, into which there shall be set aside out of
the proceeds of the sale of the Bonds the amount of the accrued interest accruing on said Bonds
from their issuance date to their date of delivery.
There is hereby separately created the "City of Paducah, Kentucky Taxable General
Obligation Bonds (Police and Firefighters Pension Plan) Costs of Issuance Fund (the "Costs of
Issuance Fund"), which shall also be deposited with the Paying Agent as and when needed, into
which Costs of Issuance Fund there shall be set aside and deposited the issuance costs of the
Bond.
Funds on deposit in the Sinking Fund may be invested in accordance with KRS 66.480,
in Permitted Investments. All income earned from investment of moneys in the Sinking Fund
(including the capitalized interest, if any, deposited therein) shall, as earned, be used to pay
principal and interest on the Bonds. Funds on deposit in the Costs of Issuance Fund shall not be
invested.
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The investment of funds shall be made by the Paying Agent upon and at the direction of
the City. The investments of funds may be made or transacted by the Paying Agent through the
Paying Agent's investment department.
The Sinking Fund shall be used solely and only and are hereby pledged for the payment
of the interest on and principal of the Bonds.
No further payments need be made into the Sinking Fund whenever and so long as such
amount of the Bonds shall have been retired that the amount then held in the Sinking Fund is
equal to (or sufficient to defease) the entire amount of the interest and principal (and redemption
premium, if any) that will be payable to and at the time of the retirement and/or maturity of all
the Bonds then remaining outstanding.
Section 17. Defeasement. If the City shall pay or cause to be paid, or there shall
otherwise be paid as hereinafter set out in this Section, the principal and interest due or to
become due thereon, at the times and in the manner provided herein, and all other amounts due
to the Paying Agent shall have been paid, and if the City shall keep, perform, and observe all and
singular the covenants and promises in the Bonds and expressed herein to be kept, performed,
and observed by it or on its part, then these presents, and the pledge, lien and other rights hereby
granted shall cease, terminate, and be void, and thereupon the Paying Agent shall execute and
deliver to the City such instruments in writing as shall be requisite to cancel the lien hereof, and
assign and deliver to the City any pertinent property encumbered hereby which may then be in its
possession, except funds, or securities in which such funds are invested, held by the Paying
Agent and earmarked for the payment of principal of and interest on the Bonds.
All outstanding Bonds shall, prior to the maturity or redemption date thereof, be deemed
to have been paid within the meaning and with the effect expressed above if (a) in case any of
said are to be redeemed on any date prior to their maturity, the City shall have given to the
Paying Agent in form satisfactory to it irrevocable instructions to give notice of redemption of
such Bonds on said date as provided herein, (b) there shall have been deposited with the Paying
Agent (1) moneys in an amount which shall be sufficient, and/or (2) U. S. Obligations, the
j, principal of which, with or without the interest on such principal, as the case may be, will
provide moneys which together with other moneys, if any, deposited with the Paying Agent at
the same time, shall be sufficient, to pay when due the principal and the interest due and to
become due (and, where applicable, the redemption premium) on the Bonds on and prior to the
redemption date and/or the maturity date thereof, as the case may be, and (c) in the event any of
the Bonds are not to be redeemed in accordance with the redemption provisions hereof within the
next succeeding 60 days, the City shall have given the Paying Agent, in form satisfactory to it,
irrevocable instruction to give, as soon as practicable, in the same manner as a notice of
redemption is required to be given herein, a notice to the owners of such Bonds that the deposit
required by (b) above has been made with the Paying Agent, that said Bonds are deemed to have
been paid in accordance with this Section, and stating such maturity and/or redemption date upon
which moneys are to be available for the payment of the principal of and interest on said Bonds.
Nothing contained in this Section shall require that any Bonds be redeemed in advance of
maturity without the written consent of the City unless (i) such redemption is then considered by
the Paying Agent to be in the best interests of the City, the City, and the bondowners and (ii) no
right to defease the Bonds without redemption in advance of maturity shall have become vested.
Section 18. Covenant as to Audits. The City agrees that so long as any of the Bonds
are outstanding it will, as soon as may be feasible after the close of each fiscal year, in any event,
not later than sixty days thereafter, cause an audit of the financial affairs of the City to be made
by a Certified Public Accountant, covering the status of payments of principal and interest on the
Bonds.
It will properly mail or cause to be mailed, to the original purchaser of the Bonds, a copy
of such audit report and will cause a copy of such audit report to be kept on file with the Paying
Agent, where such copy will be subject to inspection at any reasonable time by or on behalf of
any owner of outstanding Bonds. It will furnish or cause to be furnished, on or before ninety
(90) days after the close of each fiscal year, a copy of such audit report to any owner of said
Bonds who shall request same in writing.
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All expenses incurred in causing such audits to be made and copies distributed, shall
constitute proper expenses incident to the issuance of the Series 2005 Bonds and shall be paid by
the City as an expense of the Bonds in addition to the amounts otherwise required to be paid
hereunder.
Section 19. Default; Remedies. The following shall be considered an 'Event of
Default" under this Ordinance:
(1) there shall be any default in the payment of the principal of or the interest on the
Bonds, when due, or
(2) the insolvency of, or the filing of a petition in bankruptcy by or against the City, or
(3) the City shall fail or refuse to comply with the provisions of the Act, or shall
default in the performance or observance of any other of the covenants,
agreements or conditions on its part contained in the Ordinance, any authorizing
ordinance of the City, or the Bonds, or the City shall default in the performance or
observance of any covenant, other than payment of rental agreements or
conditions on its part contained in the Ordinance, and such failure, refusal or
default shall continue for a period of forty-five (45) days after written notice
thereof by the Paying Agent, the Bond Insurer or by owners of not less than five
percent (5%) in principal amount of the outstanding Bonds.
Upon the happening and continuance of any Event of Default, the Paying Agent may
proceed to protect and enforce its rights and the rights of the Bondowners by such of the
following remedies, as the Paying Agent, being advised by counsel, shall deem most effectual to
protect and enforce such rights:
(a) by mandamus or other suit, action or proceeding at law or in equity, to
enforce all rights of the bondowners, including the right to require the City to enforce
fully the Ordinance and to charge, collect and fully account for the City revenues and to
require the City to carry out any and all other covenants or agreements with the
bondowners and to perform its duties under the Act;
(b) by bringing suit upon the Bonds;
(c) by action or suit in equity, require the City to account as if it were the Paying
Agent of an express trust for the owners of the Bonds;
(d) by action or suit in equity, enjoin any acts or things which may be unlawful or
in violation of the rights of the owners of the Bonds;
(e) by declaring all Bonds due and payable, and if all defaults shall be made
good, then, with the written consent of the owners of not less than fifty percent (50%) in
principal amount of the outstanding Bonds, by annulling such declaration and its
consequences;
(f) in the event that all Bonds are declared due and payable, by selling Permitted
Investments of the City (to the extent not theretofore set aside for redemption of Bonds
for which call has been made), and enforcing all courses in action of the City to the
fullest legal extent in the name of the City for the use and benefit of the owners of the
Bonds.
The City expressly waives any right to claim a trespass in connection with any such
action.
In the event of default, each defaulted Bond shall continue to bear interest after maturity
at the interest rate applicable to such respective Bonds until the necessary funds are made
available for the payment thereof.
532
Section 20. Rights of Bondowners. Notwithstanding any other provisions herein
contained, the owners of the Bonds and the Paying Agent representing them, shall have all of the
rights provided for thereunder to require the City to levy such taxes as provided for in the Act,
within any limitations imposed by law, in order that all of the interest on and the principal of
such Bonds shall be paid in full.
Such owners of such Bonds and the Paying Agent representing same shall be secured to
the full extent provided by law by a pledge of the tax and other revenues of the City in
accordance with the terms of the Act.
Section 21. Ordinance is Contractual With Bondowners. The provisions of this
Ordinance and of any authorized supplemental ordinance entered into prior to the delivery and
payment of the Bonds to the successful purchaser(s), shall constitute a contract between the City,
the Paying Agent and the owners of any Bonds, no change in the provisions of this Ordinance or
of any supplemental ordinance shall be made in any manner except as herein provided until such
time as all of the Bonds and the interest thereon have been paid in full; provided:
(a) the City may adopt a supplemental ordinance for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective or inconsistent
provisions contained herein or in any proceedings pertaining hereto, provided no change
may be made which would impair the security or interests of the bondowners in any way,
without (1) the consent in writing of the original successful purchaser of the Bonds, if the
Bonds have not yet been delivered or (2) the consent of 75% in amount of the owners of
the outstanding Bonds, if the Bonds have been delivered; and
(b) the owners of seventy-five percent (75%) in principal amount of the Bonds at
any time outstanding shall- have the right to consent to, and approve the adoption of
ordinances, resolutions or other proceedings, modifying or amending any of the terms or
provisions contained in this Ordinance; provided, however, that no such modifications or
amendments shall be made which will permit: (1) an extension of the maturity of any of
the Bonds, or any parity bonds, or (2) a reduction in the principal of any Bond and/or
Bond or the redemption premium or the rate of interest thereon, or (3) a preference or
priority of any Bond or parity bonds over any other bond or bonds, or (4) a reduction in
the percentage of the aggregate principal amount of the Bonds required to consent to any
modification or amendment, or (5) impair in any way the rights of the owners of the
Bonds.
Section 22. Annual Disclosure Requirements. In accordance with the requirements of
Rule 15c2-12 (the "Rule") promulgated by the Securities and Exchange Commission (the
"Commission"), the City has agreed to provide or cause to be provided through the Paying Agent
or other designated agent (the "Agent"), in a timely manner, to (i) each nationally recognized
municipal securities information repository ("NRMSIR") designated by the Commission in
accordance with the Rule or to the Municipal Securities Rulemaking Board ("MSRB") and (ii)
the appropriate state information depository ("SID"), if any, designated by the Commonwealth of
Kentucky in accordance with the Rule, certain audited financial statements prepared in
accordance with the comprehensive cash basis of accounting prescribed by the Commonwealth
of Kentucky whereby certain revenues and the related assets are recognized when received rather
than when earned, and certain expenses are recognized when paid rather than when a liability is
incurred, and financial information and operating data (commencing with the fiscal year ended
June 30, 2006) consistent with the information provided in Appendix D to the Official Statement
pursuant to which the Bonds are being offered for sale.
f The City reserves the right to modify from time to time the specific types of information
provided or the format of the presentation of such information, to the extent necessary or
appropriate in the judgment of the City; provided that the City agrees that any such modification
will be done in a manner consistent with the Rule.
The annual financial information and operating data, including audited financial
statements, will be made available on or before 180 days after the end of each fiscal year (June
30). The annual financial information and operating data will be made available, in addition to
the NRMSHUs and the SID, to each holder or beneficial owner of Bonds who makes request for
such information.
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533
Financial information regarding the City can be obtained from the City Finance
Director's office at 300 South Fifth Street, Paducah, Kentucky 42001, telephone number (270)
444-8512.
The City agrees to provide or cause to be provided, in a timely manner, to the Municipal
Securities Rulemaking Board ("MSRB") and the SID, if any, notice of the occurrence of any of
the following events with respect to the Bonds, if such event is material:
(a) principal and interest payment delinquencies;
(b) non-payment related defaults;
(c) unscheduled draws on debt service reserves reflecting financial difficulties;
(d) unscheduled draws on credit enhancements reflecting financial difficulties;
(e) substitution of credit or liquidity providers, or their failure to perform;
(f) modifications to rights of the Bondowners;
(g) Bond calls;
(h) defeasances;
(i) release, substitution or sale of property securing repayment of the Bonds; and/or
0) rating changes.
The City may from time to time choose to provide notice of the occurrence of certain
other events, in addition to those listed above, if the City determines that such other event is
material with respect to the Bonds, but the City does not undertake to commit to provide any
such notice of the occurrence of any material event except those events listed above.
As of the date of this Ordinance, the City is in compliance with the reporting
requirements of the Rule for all undertakings for which it is an "obligated person" as defined in
the Rule.
The obligations of the City described above will remain in effect only for such period that
(i) the Bonds are outstanding in accordance with their terms and (ii) that the City remains an
obligated person with respect to the Bonds within the meaning of the Rule. The City reserves the
right to terminate its obligation to provide notices of material events, as set forth above, if and
when the City no longer remains an obligated person with respect to the Bonds within the
meaning of the Rule. The City acknowledges that its undertaking pursuant to the Rule described
under this Section is intended to be for the benefit of the Bondowners (including holders of
beneficial interests in the Bonds).
Notwithstanding any other provision of this Ordinance, this Section may be amended, if
the City receives an opinion of independent legal counsel to the effect that:
(i) such amendment is made in connection with a change in circumstances that arises
from a change in legal requirements, a change in law or a change in the types of activities in
which the City is engaged;
(ii) this Section as so amended, would have complied with the requirements of the
Rule at the time of the primary offering of the Bonds, after taking into account any amendments
or interpretations of the Rule, as well as any change in circumstances; and
(iii) such amendment does not materially impair the interests of the Bondowners.
In the event of a failure of the City to comply with any provision of this Section, any
Bondowner may take such actions as may be necessary and appropriate, including seeking
mandamus or specific performance by court order, to cause the City to comply with its
obligations under this Section. A default under this Section shall not be deemed an Event of
Default under the Ordinance, and the sole remedy under this Section in the event of any failure
of the City to comply with this Section shall be an action to compel performance.
Section 23. Acceptance of Paying Agent. The Paying Agent shall signify its
acceptance of the duties and obligations imposed upon it by this Ordinance by executing this
Ordinance and by executing the Paying Agent's Certificate of Authentication endorsed upon each
of the Bonds.
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Section 24. Duties and Responsibilities of Paying Agent. The duties of such Paying
Agent shall be as follows:
(a) To receive such funds of which it is hereby designated depository and to
transfer and disburse moneys received by it in strict accordance with the provisions
hereof; but such Paying Agent shall not be liable for the payment of any moneys by the
City, and shall be liable only to account for the moneys actually received by it;
p (b) To authenticate the Bonds as herein provided;
(c) To pay the interest on and principal of the Bonds as same fall due, if and to
the extent that there are moneys in the Sinking Fund sufficient for such purposes;
(d) To invest surplus amounts of cash, if any, in the Funds herein provided, and
in the manner herein provided, to hold such obligations, to sell same, and to credit the
proceeds to such Funds all as herein provided, such Paying Agent to have the right to
take all of such actions without any further authorization by the City or any other party,
except as is otherwise herein provided;
(e) Upon receipt by the Paying Agent of actual notice of any default of the City
in any of the terms, conditions, covenants, or agreements hereof, or should the City fail to
meet the obligations imposed upon it hereunder, the Paying Agent, may, in its discretion,
and shall, upon request in writing of the holder or holders of a majority in amount of the
outstanding Bonds, and upon being properly indemnified against its costs and expenses,
proceed at once to file suit in any court of competent jurisdiction for such relief as may
be proper for the benefit of the owner or owners of such Bonds;
(f) The Paying Agent, prior to the occurrence of an Event of Default and after the
curing of all events of default which may have occurred, undertakes to perform such
duties and only such duties as are specifically set forth in this Ordinance and as a
corporate Paying Agent ordinarily would perform such duties. In case an Event of
Default has occurred (which has not been cured or waived) the Paying Agent shall
exercise such of the rights and powers vested in it by this Ordinance, and use the same
degree of care and skill in their exercise, as a Paying Agent ordinarily would perform
under the circumstances; and
(g) The provisions herein as to the Paying Agent bringing suit upon behalf of
such bondowners are in addition to any and all rights which any bondowner or
bondowners may have to bring suit upon their own behalf. The Paying Agent, may, in its
discretion, or shall, upon request in writing of the owner or owners of at least 25% in
principal amount of the outstanding Bonds, and upon being properly indemnified against
costs and expenses, ask to join in any suit which may have already been brought upon
behalf of any owner or owners of such Bonds. In determining whether or not the owners
of at least 25% in principal amount of the outstanding Bonds have so requested the
Paying Agent to join in any suit, the Bonds held by any owners who have already brought
a pending suit may be included in the amount of Bonds calculated in such determination.
Section 25. Immunities and Other Rights of Paying Agent. The acceptance by the
Paying Agent of the trusts, duties and responsibilities herein is subject to the following
immunities and other rights of the Paying Agent:
(a) The Paying Agent shall not be required to take notice or be deemed to have
notice of any default hereunder, except failure by the City to cause to be made any of the
City to file with the Paying Agent any document required by this Ordinance to be so
filed, unless the Paying Agent shall be notified of such default by the City or by the
owners of 25% in aggregate principal amount of Bonds then outstanding.
(b) The Paying Agent may execute any of the trusts or powers hereof and
perform any of its duties by or through attorneys, agents, receivers or employees, but
shall be answerable for the conduct of the same in accordance with the standard specified
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I—..�jmtr�_ e. n,n m,iNWiMYr.e NiLL ylilldlelWn:tiai:.le JI imllind..
535
above, and shall be entitled to act upon the opinion or advice of its counsel concerning all
matters of trust hereof and the duties hereunder, and may in all cases pay reasonable
compensation to all such attorneys, agents, receivers and employees as may reasonably
be employed in connection with the trust hereof. The Paying Agent may act upon an
opinion of its counsel and shall not be responsible for any loss or damage resulting from
any action or non -action by it taken or omitted to be taken in good faith and in reliance
upon such opinion.
(c) The Paying Agent shall not be accountable for the use of any Bonds
authenticated or delivered hereunder. The Paying Agent and its directors, officers,
employees or agents, may in good faith buy, sell, own, hold and deal in the Bonds and
may join in any action which any Bondowner may be entitled to take with like effect as if
such bank or trust company were not the Paying Agent, and may also receive tenders and
purchase in good faith Bonds from itself, including any department, affiliate or
subsidiary, with like effect as if it were not the Paying Agent.
(d) The Paying Agent shall be protected in acting upon any notice, request,
consent, certificate, order, affidavit, letter, telegram or other paper or document
reasonably believed by it to be genuine and correct and to have been signed or sent by the
proper person or persons. Any action taken by the Paying Agent pursuant to this
Ordinance upon the request, authority or consent of any person who at the time of making
such request or giving such authority or consent is the owner of any Bond, shall be
conclusive and binding upon all future owners of the same Bond and upon Bonds issued
in exchange therefor or in place thereof.
(e) As to the existence or non-existence of any fact or as to the sufficiency or
validity of any instrument, paper, or proceeding, the Paying Agent shall be entitled to rely
upon a certificate signed on behalf of the City by its Mayor and attested by its City Clerk
under its seal, or by such other person or persons as may be designated for such purposes
by resolution of the City, as sufficient evidence of the facts therein contained; and prior to
the occurrence of a default of which the Paying Agent has been notified as provided in
Section 21 hereof, or of which by said provision it is deemed to have notice, may also
accept a similar certificate to the effect that any particular dealing, transaction or action is
necessary or expedient, but may at its discretion secure such further evidence deemed
necessary or advisable, but shall in no case be bound to secure the same. The Paying
Agent may accept a certificate of the City Clerk of the City under its seal to the effect that
a resolution in the form therein set forth has been adopted by the City as conclusive
evidence that such resolution has been duly adopted and is in full force and effect.
(f) The permissive right of the Paying Agent to do things or to take actions
enumerated in this Ordinance shall not be construed as a duty and the Paying Agent shall
not be answerable for other than its negligence or willful misconduct.
(g) At any and all reasonable times the Paying Agent and its duly authorized
agents, attorneys, experts, accountants and representatives and the holders of an
aggregate of not less than five percent (5%) of the principal amount of Bonds then
outstanding or their representatives duly authorized in writing), shall have the right, but
shall not be required, to inspect all books, papers and records of the City pertaining to the
Bonds, and to make such memoranda from and in regard thereto as may be desired.
(h) The Paying Agent shall not be required to give any bond or surety in respect
of the execution of such trusts and powers or otherwise in respect of the premises.
(i) Notwithstanding anything elsewhere contained in this Ordinance, the Paying
Agent shall hate the right, but shall not be required, to demand, in respect of the
authentication of any Bonds, the withdrawal of any cash, the release of any property, or
any action whatsoever within the purview of this Ordinance, any showings, certificates,
opinions, appraisals or other information, or corporate action or evidence thereof, in
addition to that required by the terms hereof, as a condition of establishing the right of the
City to the authentication of any Bonds, the withdrawal of any cash, or the taking of any
other action by the Paying Agent.
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0) Before taking any action under this Ordinance, the Paying Agent may require
that satisfactory indemnity be furnished to it for the reimbursement of all expenses to
which it may be put and to protect it against all liability, except liability which is
adjudicated to have resulted from its negligence or willful misconduct, by reason of any
action so taken.
(k) All moneys received by the Paying Agent shall, until used, be applied or
invested as herein provided, be held in trust in the manner and for the purposes for which
they were received but need not be segregated from other funds except to the extent
i required by this Ordinance or by law. The Paying Agent shall not be under any liability
for interest on any moneys received thereunder except as such may be agreed upon.
Section 26. Fees, Charges and Expenses of Paying Agent. The Paying Agent shall be
entitled to payment of and reimbursement for reasonable fees for its services rendered hereunder
and for all advances, counsel fees and other expenses reasonably and necessarily made or
incurred by the Paying Agent in connection with such services. The Paying Agent shall be
entitled to payment and reimbursement for the reasonable fees and charges of the Paying Agent
as paying agent for the Bonds, if any, as hereinabove provided.
Section 27. Merger or Consolidation of Paying Agent. Any corporation or association
into which the Paying Agent may be converted or merged, or with which it may be consolidated,
or to which it may sell or transfer its trust business and assets as a whole or substantially as a
whole, or any corporation or association resulting from any such conversion, sale, merger,
consolidation or transfer to which it is a party, shall be and become successor Paying Agent
hereunder and vested with all the trusts, powers, discretion, immunities, privileges and all other
matters as was its predecessor, without the execution or filing of any instrument or any further
act, deed, or conveyance on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 28. Replacement of Paying Agent. In case the Paying Agent hereunder shall
resign or be removed, or be dissolved, or otherwise become incapable of acting hereunder, a
f successor may be appointed by the owners of a majority in principal amount of the Bonds hereby
secured and then outstanding by an instrument or concurrent instruments in writing, signed by
such owners, or their duly authorized agents, provided that in any such event, the City may
appoint a temporary Paying Agent, which may immediately act until a permanent successor
Paying Agent is appointed. No successor Paying Agent shall act without signing a written
acceptance of the appointment. Such successor Paying Agent shall be entitled to receive an
instrument from the Paying Agent transferring the trust, but shall be fully authorized to act
without such instrument.
Any Paying Agent appointed under the provisions of this Section as successor to the
Paying Agent appointed at the issuance of the Bonds shall be a trust company or bank having the
powers of a trust company within or outside the Commonwealth of Kentucky having capital and
surplus aggregating at least Ten Million Dollars ($10,000,000) if there be such a trust company
or bank, willing and able to accept the office on reasonable and customary terms and authorized
by law to perform all the duties imposed upon it by this Ordinance.
Section 29. Signatures of Officers. If any of the officers whose signatures or facsimile
signatures appear on any of the Bonds cease to be such officers before delivery of the Bonds,
such signatures shall nevertheless be valid for all purposes the same as if said officers had
remained in office until delivery, as provided in KRS 61.390.
Section 30. Terms of Bonds and this Ordinance May be Revised Before Issuance.
The City reserves the right, prior to the issuance of the Bonds, to amend this Ordinance as to the
date, amount, maturities, redemption premiums and other provisions of the Bonds, consistent
with market conditions and other pertinent factors at the time of such issuance.
Section 31. Severability Clause. If any section, paragraph, clause or provision of this
Ordinance shall be held invalid, the invalidity of such section, paragraph, clause or provision
shall not affect any of the remaining provisions of this Ordinance.
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Section 32. Captions of Clauses. The captions and headings of this Ordinance are for
convenience only and are not to be construed as part of this instrument nor as defining or
limiting in any way the scope or intent of the provisions hereof.
Section 33. Effective Date of Ordinance; Publication of Summary. This Ordinance
shall be introduced at a meeting of the Governing Body and shall remain on file for public
inspection in the office of the City Clerk until the next following regular, adjourned regular or
called, special session of the Governing Body, in the completed form in which it shall be put on
its final enactment. If enacted, this Ordinance shall be in full force and effect immediately, and a
Notice of Enactment and Summary of the provisions of this Ordinance, in the form submitted to
the Governing Body, and approved hereby, shall be published as required by law.
Introduced and given first reading by the City Commission on October 25, 2005.
Given second reading and enacted by the City Commission on November 8, 2005.
Attest: I ��
City Clerk
14
CERTIFICATE OF CITY CLERK
I, Tammara S. Brock, certify that I am the duly qualified and acting City Clerk of the City
of Paducah, Kentucky, that the foregoing Ordinance is a true and correct copy of a Ordinance
authorizing the issuance of the City of Paducah, Kentucky Taxable General Obligation Bonds
(Police and Firefighters Pension Plan), Series 2005, dated November 1, 2005, which Ordinance
was duly enacted by the City Commission of said City, signed by the Mayor of said City, and
attested under Seal by me as City Clerk at a properly convened meeting of the City Commission
held on November 8, 2005, as shown by the official records of the City in my custody and under
my control, that said Ordinance has been ordered to be published by title and summary as
required by law, and that said Ordinance has been recorded in the official Ordinance Book of the
City.
IN TESTIMONY WHEREOF, witness my signature as City Clerk and the official seal of
said City this November 8, 2005.
(Seal of City)
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City Clerk
538
539
ACCEPTANCE BY U.S. BANK, NATIONAL ASSOCIATION,
AS BOND REGISTRAR, PAYING AGENT AND TRANSFER AGENT
The undersigned hereby agrees to the provisions of the foregoing Ordinance to the extent
there are contained therein provisions as to the rights and duties of it as Bond Registrar, Paying
Agent and Transfer Agent.
Dated: .2005.
16
U.S. BANK, NATIONAL ASSOCIATION
Signature
Title
540
EXHIBIT A
UNITED STATES OF AMERICA
COMMONWEALTH OF KENTUCKY
CITY OF PADUCAH, KENTUCKY
TAXABLE GENERAL OBLIGATION BONDS
(POLICE AND FIREFIGHTERS PENSION PLAN), SERIES 2005
NO. R- $
DATE OF ORIGINAL ISSUE: November 1, 2005
INTEREST RATE: MATURITY DATE: CUSIP:
REGISTERED OWNER:
PRINCIPAL AMOUNT:
KNOW ALL PERSONS BY THESE PRESENTS: That the City of Paducah, Kentucky (the
"City"), a political subdivision of the Commonwealth of Kentucky, acknowledges itself to owe
and for value received, hereby promises to pay to the Registered Owner named above, or
registered assigns or legal representatives, as herein provided, solely from the special fund
hereinafter identified, upon presentation and surrender of this Bond, the Principal Amount
specified above, on the Maturity Date specified above and to pay interest on said sum, at the
Interest Rate, set forth above, per annum, from date hereof, payable semiannually on May 1 and
November 1 of each year until paid, beginning May 1, 2006, except as the provisions hereinafter
set forth as to prior redemption may be and become applicable hereto, such interest as may
accrue on and prior to the maturity of this Bond, to be paid by check or by draft to the registered
owner hereof, both principal and interest being payable, without deduction for exchange or
collection charges, in lawful money of the United States of America, at U.S. Bank, National
Association, Louisville, Kentucky (the "Paying Agent").
This Bond is one of a series of Bonds in the aggregate principal sum of
Dollars ($ ), of like tenor and effect (except possibly as to numbering, maturities,
interest rates, and provisions as to prior redemption), and this Bond and the issue of which it
forms a part (hereinafter sometimes collectively referred to as the "Bonds"), are authorized and
issued under an Ordinance (the "Ordinance") enacted by the City on November 8, 2005, for the
purpose of financing the costs of paying certain unfunded liabilities in the City's pension
obligations (the "Pension Liability"), pursuant to and in full compliance with the laws of the
Commonwealth of Kentucky.
The Bonds constitute general obligations of the City and the full faith, credit and taxing
power of the City is irrevocably pledged to the prompt payment of the principal of, premium, if
any, and interest on the Bonds when the same become due. Reference is hereby made to the
Ordinance for a more particular description of the terms and conditions under which the Bonds
are issued, a more specific identification of the Pension Liability, the revenues pledged for the
payment of the Bonds, the nature and extent of the security, the rights and duties of the City and
the rights of the owners of the Bonds with respect to such security.
P For the purpose of providing funds required to pay the principal of and interest on (and
premium, if any) the Bonds as and when the same become due, there shall be levied upon all of
the taxable property within the City, beginning in 2005 and continuing in each year as long as
any of the Bonds are outstanding, a direct annual tax sufficient, to the extent other lawfully
available moneys of the City are not provided for that purpose, as mandatorily required by
Section 159 of the Kentucky Constitution. The proceeds derived from said special annual tax
levied from time to time, together with other lawfully available moneys of the City provided for
the purpose, shall be deposited and carried in a special and separate bank account in the name of
the City and held apart from all other funds of the City, shall be applied only for the purpose of
paying the principal of and interest (and premium, if any) on the Bonds, and shall be designated
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the City's "Sinking Fund". The proceeds of said special annual tax and the balances
accumulated from time to time in the Sinking Fund are irrevocably pledged for the purpose of
paying the principal of and interest (and premium, if any) on the Bonds and shall never be used
for any other purpose.
In the Ordinance, the City has covenanted with the holders of the Bonds that it will levy
said special annual tax in each year at whatever rates may be necessary from time to time in
order to produce the amounts required in each year, to the extent not otherwise provided, to pay
the Bonds and interest (and premium, if any) when and as they mature or become due.
If principal or interest should fall due in any year at a time when there are insufficient
funds on hand, collected by reason of the foregoing special tax levy, such principal and interest
shall be paid from other available funds of the City and reimbursement therefor shall be made
out of the special tax provided in the Ordinance when the same shall have been collected.
Bonds maturing on or prior to November 1, 2015 shall not be subject to redemption prior
to maturity. The Bonds maturing on or after November 1, 2016, are subject to redemption, in
whole or in part, in advance of maturity, at any time on or after November 1, 2015, (less than all
Bonds of a single maturity to be selected in such manner as the Paying Agent may determine) at
a redemption price equal to 100% of the principal amount of the Series 2005 Bonds called for
redemption, plus unpaid interest accrued to the date of redemption.
The Paying Agent shall, upon being indemnified to its satisfaction, and receiving funds
necessary to redeem such Bonds, cause notice of the call for any redemption identifying the
Bonds or portions thereof (integral multiples of $5,000) to be redeemed to be sent by United
States mail, postage prepaid, at least thirty days prior to the date fixed for redemption to the
registered owner of each Bond to be redeemed at the address shown on the address of the holder
of each Bond called for redemption as set forth in the registration books maintained by the
Paying Agent. Failure to give such notice by mailing or any defect therein in respect of any
Bond shall not effect the validity of any proceedings for the redemption of any Bond.
All of the Bonds as to which the City reserves and exercises the right of redemption and CD
as to which notice as aforesaid shall have been given, and for the retirement of which, upon the
terms aforesaid, funds are duly provided, will cease to bear interest on the redemption date.
Notice of such redemption may be waived with the written consent of the owner of the Bond
called for redemption.
This Bond shall not be valid or obligatory unless this Bond is authenticated by the Paying
Agent, or its successor or successors, by the execution of the Paying Agent's certificate endorsed
hereon.
It is hereby certified, recited and declared that all acts, conditions and things required to
exist, happen and be performed precedent to and in the issuance of this Bond, do exist, have
happened and have been performed in due time, form and manner as required by law, and that
the amount of this Bond, together with all other obligations of the City, does not exceed the debt
incurring authority and capacity of this City; and the City, so long as the Bonds remain
outstanding, shall perform all duties imposed upon it by the Ordinance.
2
IN WITNESS WHEREOF, the City of Paducah, Kentucky, has caused this Bond to be
executed on its behalf with the duly authorized reproduced facsimile signature of its Mayor and
the reproduced facsimile of its corporate seal to be imprinted hereon, attested by the reproduced
facsimile signature of the City Clerk, and this Bond is to be dated as of the date set forth above.
Attest:
City Clerk
CITY OF PADUCAH, KENTUCKY
LO -M
CERTIFICATE OF AUTHENTICATION
Mayor
This is to certify that this Bond is one of the series of Bonds in the aggregate principal
sum of Dollars ($ ) referred to in the within mentioned
Ordinance and of record in the office of the City Clerk of Paducah, Kentucky.
�C
Date of Authentication:
3
U.S. BANK, NATIONAL ASSOCIATION,
Paying Agent
Lo
Authorized Agent
542
543
ASSIGNMENT
For value received, the undersigned hereby sells, assigns, and transfers unto
the within Bond and hereby irrevocably constitutes
and appoints attorney to transfer said Bond on the books
kept for registration and transfer of this Bond, with full power of substitution in the premises.
Dated:
Registered Owner (Signature must
correspond with name of Registered Owner
as it appears on the front of this Bond in
every particular, without alteration,
enlargement or any change whatsoever.)
Social Security Number or other taxpayer
identification number:
Signature Guaranteed By:
Notice: Signatures must be guaranteed by a member firm of the New York Stock Exchange or a
commercial bank or trust company.
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EXHIBIT B
NOTICE OF BOND SALE
The City of Paducah, Kentucky (the "City"), will, until the hour of 11:00 A.M. E.S.T.
(10:00 A.M. C.S.T.) on November 8, 2005, receive in the City Manager's office at 300 South
Fifth Street, Paducah, Kentucky, electronic or sealed competitive bids for the purchase of
$6,160,000 (subject to an adjustment upward or downward not to exceed $615,000) "City of
Paducah, Kentucky Taxable General Obligation Bonds (Police and Firefighters Pension Plan),
Series 2005", dated November 1, 2005 (the "Bonds"), maturing on November 1 of the years 2006
to 2025, inclusive, as set forth in the Official Statement. Minimum bid is $6,067,600 (98.5%).
Bids will be opened by the Governing Body of the City, at the time stated above and will
be acted upon by the Governing Body on the same date immediately following the bid opening.
The Bonds are to be issued subject to the approving legal opinion of Bond Counsel,
Rubin & Hays, Louisville, Kentucky. The Bonds are offered for sale as described in the Official
Statement. Use of Bid Form and 2% good faith deposit is required. Right to reject any and all
bids and to waive formalities is reserved. Other bidding conditions -and terms of the offering are
contained in the Official Terms and Conditions of Bond Sale, which, together with the Bid Form
and the Official Statement of the Issuer, may be obtained from the Issuer's Financial Advisor,
Morgan Keegan & Company, Inc., 489 East Main Street, Lexington, Kentucky 40507.
5
544
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545
EXHIBIT C
OFFICIAL TERMS AND CONDITIONS OF BOND SALE
1. Date and Hour of Award. The City of Paducah, Kentucky (the "City") will, until
11:00 A.M. E.S.T. (10:00 A.M. C.S.T.) on November 8, 2005, receive in the office of the City
Manager, 300 South Fifth Street, Paducah, Kentucky 42002, electronic or sealed competitive
bids for the purchase of Six Million One Hundred Sixty Thousand Dollars ($6,160,000) (subject
to an adjustment upward or downward by an amount not to exceed $615,000) principal amount
of its City of Paducah, Kentucky Taxable General Obligation Bonds (Police and Firefighters
Pension Plan), Series 2005, dated November 1, 2005 (the "Bonds"), maturing on November 1 of
the years 2006 to 2025, inclusive, as set forth in the Official Statement. Minimum bid is
$6,067,600 (98.5%). Bids will be opened by the City Manager of the City, at the time stated
above and verbal confirmation of the successful bid will be given shortly thereafter.
Formal award and approval of the successful bid will be made by the City Commission at
6:00 P.M. (C.S.T.) on the same date at the meeting of the Paducah City Commission.
2. Description and Maturities of Bonds. The Bonds shall bear interest from November
1, 2005 or the first day of the month in which the Bonds are sold, payable semiannually, on May
1 and November 1 of each year, beginning on November 1, 2005, shall be in the denomination of
$5,000 or any multiple thereof within the same maturity (as designated by the Purchasers), are
numbered R-1 and upward, and will be scheduled to mature on November 1 in each of the
respective years as set forth in Exhibit A attached hereto.
The Bonds are to be issued in fully registered form (both principal and interest). U.S.
Bank, National Association, Louisville, Kentucky, the Registrar, Transfer Agent, and Paying
Agent, will mail a check by regular United States mail postmarked not later than the interest due
date representing interest payments semiannually to each Bondowner of record on the fifteenth
day of the month preceding the due date. Principal will be paid upon submission of matured (or
called) bonds to the Paying Agent. Upon submission of proper assignment, the Transfer Agent
will transfer ownership of Bonds within three (3) business days of receipt without expense to the
Bondowner.
3. Optional Redemption. The Bonds maturing on and after November 1, 2016, are
subject to redemption prior to maturity, at the option of the City, at any time on and after
November 1, 2015, (less than all Bonds of a single maturity to be selected in such manner as the
Paying Agent may determine), at a redemption price equal to 100% of the principal amount of
the Bonds called for redemption, plus unpaid interest accrued to the date of redemption.
4. Authority and Purpose. The Bonds have been authorized by an Ordinance (the
"Ordinance"), duly enacted by the City Commission of the City, under authority of Chapter 66 of
the Kentucky Revised Statutes (the "Act"), for the purpose of paying certain unfunded liabilities
in the City's pension obligations (the "Pension Liability").
5. Legal Opinion. These Bonds are offered for sale on the basis of the principal of these
Bonds not being subject to Kentucky ad valorem taxation and on the basis of interest on these
Bonds not being subject to Kentucky income taxation, on the date of their delivery to the
successful bidder, and subject to the final approving Legal Opinion of Rubin & Hays, Municipal
Bond Attorneys, Louisville, Kentucky. The Bonds, however, are includable in gross income
for federal income tax purposes. The Purchaser will be furnished said Opinion, printed bond
forms, and the usual closing documents, which will include a certificate that there is no litigation
pending or threatened at the time of delivery of the issue affecting the validity of the Bonds.
6. Bidding Requirements. The terms and conditions of the sale of the Bonds are as
follows:
A. Bids shall be required to be submitted upon a standard official "Bid Form" in
order to provide for the uniformity in submission of bids and ready determinations
of the best bid.
B. A minimum price is required for the entire issue of not less than $6,067,600
(98.5% of par), plus accrued interest from the date of the Bonds, November 1,
2005, to the date of delivery.
C. The determination of the best bid will be made on the basis of all bids submitted
for exactly $6,160,000 of Bonds as offered for sale under the terms and conditions
herein specified. The City will, at the meeting which will be held to act upon the
receipt of bids for the Bonds, accept or reject such best bid, provided, however,
the City reserves the right to increase or decrease the total amount of Bonds sold
to such best bidder (in $5,000 denominations), so that the total amount of bonds
awarded to such best bidder will be a minimum of $5,545,000 or a maximum of
$6,775,000. In the event of any such adjustment, no rebidding or recalculation of
the bids submitted will be required. The price at which such adjusted amount of
bonds will be sold will be at the same price per $1,000 of bonds as the price bid in
the successful bid per $1,000 for the $6,160,000 of Bonds initially offered for
sale.
D. The successful bidder will be required to deposit with U.S. Bank, National
Association, Louisville, Kentucky, immediately available funds in the amount of
$123,200, prior to the close of business on November 9, 2005, which amount
shall represent the good faith deposit. The amount of the good faith deposit will
be deducted from the purchase price at the time of delivery of the Bonds.
E. Bidders for the Bonds may require that a portion of the Bonds be term bonds
maturing on one or more dates (the "Term Bonds"); provided, however, that the
City may require such Term Bonds to be subject to mandatory redemption by lot
at a redemption price of 100% of the principal amount thereof plus accrued
interest to the date of redemption on November 1 of the years and in the principal
amounts set forth on the Bid Form executed by the Governing Body awarding the
purchase of the Bonds to the successful bidder.
F. Bidders must state an interest rate or rates in a multiple of 1/8, 1/10 or 1/20 of 1%,
or both.
G. There is no limit on the number of different rates which may be specified by any
bidder.
H. Interest rates must be on an ascending scale, in that the interest rate for Bonds of
any maturity may not be less than the interest rate stipulated for any preceding
maturity.
I. All Bonds of the same maturity shall bear the same and a single interest rate from
the date thereof to maturity.
J. The right to reject bids for any reason deemed advisable to the City, and the right
to waive any possible informalities, irregularities or, defect in any bid which, in
the judgment of the City, shall be minor or immaterial, are expressly reserved.
546
547
K. Electronic bids for the Bonds must be submitted through PARITY® and no other
provider of electronic bidding services will be accepted. Subscription to the
PARITY® Competitive Bidding System is required in order to submit an
electronic bid. The City will neither confirm any subscription nor be responsible
for the failure of any prospective bidders to subscribe. For the purposes of the
bidding process, the time as maintained by PARITY® shall constitute the official
time with respect to all bids whether in electronic or written form. To the extent
any instructions or directions set forth in PARITY® conflict with the terms of the
Official Terms and Conditions of Bond Sale, this Official Terms and Conditions
of Bond Sale shall prevail. Electronic bids made through the facilities of
PARITY® shall be deemed an offer to purchase in response to the Notice of Bond
Sale and shall be binding upon the bidders as if made by signed, sealed written
bids delivered to the City. The City shall not be responsible for any malfunction
or mistake made by or as a result of the use of the electronic bidding facilities
provided and maintained by PARITY®. The use of PARITY® facilities are at the
sole risk of the prospective bidders. For further information regarding PARITY®,
potential bidders may contact PARITY®, telephone (212) 404-8102.
In the event of a system malfunction in the electronic bidding process or at the
sole discretion of a bidder, bids must be made on forms which, together with an
Official Statement, may be obtained at the office of the Financial Advisor,
Morgan Keegan & Company, Inc., 489 East Main Street, Lexington, Kentucky
40507, telephone: (859) 232-8211. Bids must be enclosed in sealed envelopes
marked 'Bid for City of Paducah, Kentucky Taxable General Obligation Bonds
(Police and Firefighters Pension Plan), Series 2005, dated November 1, 2005" and
bids must be received by the City Manager prior to the date and hour stated
above.
L. It shall be the responsibility of the purchasers of the Bonds to furnish or cause to
be furnished to the Payee Bank/Registrar at least five (5) days prior to the date of
delivery of the Bonds, a list of the names, addresses and social security numbers
or employer identification numbers of each of the parties to whom the Bonds are
to be registered, and the principal amounts and maturities thereof. In the event of
the failure to so deliver such list, the Bonds delivered to the purchasers shall be
registered in the name or names of such purchasers or their designated
representatives appearing as the first name on the successful bid form, or
otherwise appropriately designated, and shall be issued in denominations
corresponding to the principal amount of each respective maturity, or in the
denomination of $5,000, as shall be determined by the Payee Bank/Registrar.
M. Delivery will be made in Louisville or Lexington, Kentucky, at no additional
expense other than the charge, if any, of a delivering bank. The purchasers may
elect to require delivery elsewhere in the continental United States, or delivery
through a depository trust corporation, provided the purchasers agree to pay any
additional expense in connection therewith, such expense to include shipping
expense, insurance in transit and the fee of the Depository Trust Corporation. In
connection with the issuance of the Bonds, the City will pay for the printing of the
Bonds, which will contain the opinion of Bond Counsel.
N. Upon wrongful refusal of the successful bidder to take delivery of and pay for the
Bonds when tendered for delivery, the amount of the good faith deposit shall be
forfeited by such bidder, and such amount shall be deemed liquidated damages for
such default; provided, however, if said Bonds are not ready for delivery and
payment within forty-five (45) days from the date of sale, said bidder shall be
relieved of any liability to accept the Bonds hereunder.
548
O. The City shall provide to the successful purchaser of the Bonds a final Official
Statement in accordance with SEC Rule 15c2-12. Arrangements have been made
with the printer of the Preliminary Official Statement, upon submission of
completion text, to print a reasonable quantity of final Official Statements in
sufficient time to meet the delivery requirements of the successful purchaser
under SEC or Municipal Securities Rulemaking Board Delivery Requirements.
P. The Purchaser will pay the CUSIP Service Bureau charge for the assignment of
CUSIP numbers, which numbers will be printed on the Bonds. Neither the failure
to print a CUSIP number on any Bond, nor any error with respect thereto, shall
constitute cause for failure or refusal by the purchasers thereof to accept delivery.
of and payment for the Bonds in accordance with the terms of the purchase
agreement.
The City has agreed in the Bond Ordinance to provide or cause to be provided, in
accordance with the requirements of Rule 15c2-12, as amended and interpreted from time to time
(the "Rule") promulgated by the Securities and Exchange Commission, certain customarily
prepared and publicly available annual financial information and operating data, and timely
notice of the occurrence of certain material events with respect to the Bonds.
The purchaser's obligation to purchase the Bonds shall be conditioned upon its receiving,
at or prior to the delivery of the Bonds, in form and substance reasonably satisfactory to the
purchaser, evidence that the City has made the limited continuing disclosure undertaking set
forth above for the benefit of the holders of the Bonds.
Bond Counsel has reviewed the information contained in the Official Statement
describing the Bonds and the provisions of the Ordinance and related proceedings authorizing
the Bonds, but Bond Counsel has not reviewed any of the financial data, computations,
tabulations, balance sheets, financial projections and general information concerning the City,
and expresses no opinion thereon, assumes no responsibility for same, and has not undertaken
independently to verify any information contained therein. Tammara S. Brock, City Clerk.
C,
549
EXHIBIT A
SERIES 2005 BONDS
Maturity
Principal
November 1
Amount*
2006
$190,000
2007
200,000
2008
205,000
2009
215,000
2010
225,000
2011
235,000
2012
245,000
2013
260,000
2014
270,000
2015
285,000
2016
300,000
2017
315,000
2018
330,000
2019
350,000
2020
370,000
2021
390,000
2022
410,000
2023
430,000
2024
455,000
2025
480,000
Amounts Subject to Revision
LEI
EXHIBIT D
BID FORM
Subject to the terms and conditions of the City of Paducah, Kentucky providing for the sale of $6,160,600
(subject to an adjustment upward or downward not to exceed $615,000) of City of Paducah, Kentucky Taxable
General Obligation Bonds (Police and Firefighters Pension Plan), Series 2005, dated November 1, 2005 or the first
day of the month in which the Bonds are sold, and in accordance with the Official Terms and Conditions of Bond
Sale, to all of which the undersigned agrees, the undersigned hereby submits the following offer to purchase said
Bonds.
We hereby bid for said $6,160,000 principal amount of Bonds, the total sum of $
(not less than $6,067,600) plus accrued interest from November 1, 2005 or the first day of the month in which the
Bonds are sold, at the following annual rate(s), payable semiannually:
Maturity
Au ust 1
Principal
Amount'
Interest
Rate
Maturity
Au ust 1
Principal
Amount`
Interest
Rate
2006
$190,000
%
2016
$300,000
%
2007
200,000
2017
315,000
2008
205,000
2018
330,000
2009
215,000
2019
350,000
2010
225,000
2020
370,000
2011
235,000
2021
390,000
2012
245,000
2022
410,000
2013
260,000
2023
430,000
2014
270,000
2024
455,000
2015
285,000
2025
480,000
Subject to Adjustment
Bidder's Term Bonds Option: We hereby elect to specify that all the principal amount of Bonds stated to
mature on the following two or more consecutive maturity dates shall be combined to comprise the maturities of
Term Bonds indicated below:
Bonds Maturing Term Bonds Maturing
November 1, through November 1, November 1,
November 1, through November 1, November 1,
November 1, through November 1, November 1,
It is understood that the City will furnish the final, approving Legal Opinion of Rubin & Hays, Municipal
Bond Attorneys, of Louisville, Kentucky, subject to the provisions as set out in detail in the Official Terms and
Conditions of Bond Sale. It is understood that if we are the successful bidder, we will deposit for the account of the
City with U.S. Bank, National Association, Louisville, Kentucky prior to the close of business on November 9, 2005
a good faith deposit in the amount of $123,200. The amount of the good faith deposit will be deducted (without
interest) from the purchase price at the time of delivery of the Bonds. If we are the successful bidder, we agree to
accept and make payment for the Bonds in accordance with the terms of the sale.
Respectfully submitted,
Name of Firm
Phone No.
Aggregate interest cost from November 1, 2005 to final maturity $.
Plus discount (minus premium) $.
Net interest cost (Aggregate interest cost plus discount/minus premium)$
True interest cost _
550
551
The above computation of net interest cost and of true interest cost is submitted for information only and is
not a part of this Bid.
ACCEPTANCE OF BID
Accepted by the City of Paducah, Kentucky, on this November 8, 2005, for a total of
$ of Bonds at an adjusted price of $ , with the maturities set out
below:
Maturity
Au ust 1
Principal
Amount*
Interest
Rate
Maturity
Au ust 1
Principal
Amount*
Interest
Rate
2006
$
%
2016
$
%
2007
2017
2008
2018
2009
2019
2010
2020
2011
2021
2012
2022
2013
2023
2014
2024
2015
2025
Attest:
City Clerk
Bond-PFPF Series 2005
CITY OF PADUCAH, KENTUCKY
LIM
Mayor