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HomeMy WebLinkAbout2004-4-6794�61 ORDINANCE NO. 2004-4-6794 AN ORDINANCE OF THE CITY OF PADUCAH, KENTUCKY AUTHORIZING THE ISSUANCE IN ONE OR MORE SERIES OF CITY OF PADUCAH, KENTUCKY GENERAL OBLIGATION BOND ANTICIPATION NOTES, SERIES 2004 IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $3,000,000; APPROVING A FORM OF NOTE; AUTHORIZING DESIGNATED OFFICERS TO EXECUTE AND DELIVER THE NOTES; AUTHORIZING AND DIRECTING THE FILING OF NOTICE WITH THE STATE LOCAL DEBT ', OFFICER; PROVIDING FOR THE PAYMENT AND SECURITY OF THE NOTES; CREATING A NOTE PAYMENT FUND; MAINTAR* IlING THE HERETOFORE ESTABLISHED SINKING FUND; AUTHORIZING ACCEPTANCE OF THE PROPOSAL OF THE PURCHASER OF THE NOTES; AND REPEALING INCONSISTENT ORDINANCES. WHEREAS, the City of Paducah, Kentucky (the "City") has 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 has further determined that it is necessary and desirable to accomplish such public purposes that the City proceed at this time with the acquisition, construction and installation of an approximately 100,000 square foot facility (the "Project") to be leased by the City and the County of McCracken, Kentucky (the "County") jointly to the Paducah McCracken County Industrial Development Authority (the "Authority") pursuant to a Contract, Lease & Option by and among the City, the County and the Authority (the "Lease"); and WHEREAS, the City has determined that the Project is a public project and that it is desirable for the City to subsequently issue its general obligation bonds to permanently finance a portion of the costs of the Project; and WHEREAS, the City has determined that pending completion of construction of the Project it is advantageous and in the best interests of the City that the City proceed with the issuance of general obligation bond anticipation notes, in anticipation of the issuance of the general obligation bonds, in order to provide interim financing for a portion of the costs of the Project; and WHEREAS, pursuant to the Constitution and Laws of the Commonwealth of Kentucky, and particularly KRS 66.011 tt. seq. (the "Act"), a city may issue notes, subject to the requirements of the Act, to pay all or any portion of the costs of the City's Project; and WHEREAS, the City desires to finance a portion of the costs of the Project on an interim basis through the issuance of the Notes to be sold and awarded to the successful bidder (the "Purchaser") following solicitation of proposals at private negotiated sale in accordance with the provisions of Section 66.141 of the Kentucky Revised Statutes. yx...�-n..,�.�� uesmmm�tldvmYwewoncinminanHf dlilkod. —ItllL.cil AAL A-Wu-�:mrc6sf.mn M NOW, THEREFORE, BE IT ORDAINED by the City of Paducah, Kentucky, as follows: Section 1 -- Anthnri7ation of General Obli ation Bone] The City shall issue its general obligation bonds (the "Bonds") for the purpose of permanently financing the Project. Said Bonds shall be dated approximately June 1, 2004, bear interest at an interest rate not to exceed seven percent (7%) per annum, payable semiannually, and shall mature over a period not exceeding twenty years. Mates._ The City hereby declares that it is necessary in anticipation of the issuance of the Bonds to issue and authorizes the issuance of its General Obligation Bond Anticipation Notes, Series 2004 in one or more series (each a "Note," and collectively, the "Notes"), in an aggregate principal amount not to exceed $3,000,000 for the purpose of (i) paying a portion of the costs of the acquisition, construction and installation of the Project; and (ii) paying the costs of issuance of the Notes. Section 3 -- Form_ Each series of the Notes shall be issued as fully registered Notes, shall be designated "General Obligation Bond Anticipation Notes, Series 2004-2, 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. The Notes shall be issued in one or more series, bearing the appropriate subseries designation to distinguish one series of Notes from any other series, shall be in denominations as requested by the successful bidder for the Notes (the "Purchaser"), which shall be in multiples of one hundred thousand dollars ($100,000) or any integral multiple of $5,000 above $100,000. Each series of The Notes shall be dated their date of delivery to the Purchaser or such other date as is determined in the resolution of the City (the "Bid Resolution") awarding the Notes to the Purchaser. Interest on the Notes shall be payable at maturity on September 1, 2004, or such earlier date as the Notes shall be redeemed and retired with proceeds of the Bonds. The interest rate on the Notes shall be determined in the Bid Resolution based on the bid accepted in said Bid Resolution; provided that the aggregate net interest cost of the Notes shall not exceed six percent (6.00%). The Notes shall have a final maturity date of September 1, 2004. The Notes shall be subject to optional redemption prior to their maturity on any date, in 0 whole or in part, at the election of the City upon fifteen (15) days' written notice to the Purchaser at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued interest to the date of redemption. At least fifteen (15) days before the redemption date of any Notes the City shall cause a 2 notice of such redemption either in whole or in part to be mailed, first class, postage prepaid, to the registered owners of the Notes to be redeemed in whole or in part at their address as it appears on the registration books to be kept by the Paying Agent and Registrar, as hereinafter defined, but failure to mail any such notice shall not affect the validity of the proceedings of such redemption of Notes for which such notice has been sent. Each such notice shall set forth the date fixed for tion the redemption rice to be aid and if less than all of the Notes then outstanding shall redemption, p p p , be called for redemption, the principal amount of the Notes to be redeemed. On the date 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 Note Payment Fund by the Paying Agent and Registrar, the Notes so called for redemption shall become and be due and payable at the redemption price provided for redemption of such Notes on such date, interest on the Notes so called for redemption shall cease to accrue, and the registered owners of such Notes shall have no right in respect thereof except to receive payment of the redemption price thereof. Section 4 -- Execution and Delivery. The Notes 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"), shall have the seal of the City or a facsimile thereof affixed thereto, and shall bear the manual authenticating signature of an authorized representative of the paying agent and registrar to be subsequently designated in the Bid Resolution as the Paying Agent and Registrar for the Notes (the "Paying Agent and Registrar"). The Designated Officers are further authorized and directed to deliver the Notes to the Purchaser, upon the terms and conditions provided herein and in the Proposal, 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 Notes. The City authorizes and directs the Paying Agent and Registrar to authenticate the Notes and to deliver the Notes to the Purchaser upon payment of the purchase price thereof. Section 5 -- Payment. Payment of or on account of the interest on and principal of the Notes shall be made directly to the Paying Agent and Registrar for the account of the registered owners thereof. Principal and Interest on the Notes 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 to the 3 ,, mw� ���n�mnuemx.ne�,.im�mnunsee,:. 6 100 person whose name appears on the fifteenth day preceding the maturity or redemption date on the note registration records as the registered owner, or by other transfer of funds acceptable to such registered owner and the Paying Agent and Registrar, upon presentation of such Notes for payment. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Notes to the extent of the sum or sums so paid. 0 Section 6 -- The Designated Officers are hereby authorized to undertake � � y c and cause all filings of notices or information which may be required by law to be filed by the City, including, but not limited to, the filing with the State Local Debt Officer required by law. Section 7 -- Note Payment Fund, Payment of Notes. There is hereby established with the Paying Agent and Registrar a note payment fund in the name of the City to be known as General Obligation Bond Anticipation Notes, Series 2004 Note Payment Fund (the "Note Payment Fund"), into which the City covenants to deposit, and into which the Designated Officers are hereby authorized and directed to deposit from the Sinking Fund (hereinafter defined), on or before the maturity or earlier redemption date of the Notes, the amount required to pay principal of and interest due on the Notes on such maturity or redemption date. There shall further be deposited to the Note Payment Fund (i) all rent payments or any other funds received by the City under the Lease and (ii) such proceeds of the Bonds, when issued, as shall be necessary to pay the principal of and interest on the Notes at maturity, and the City hereby pledges such proceeds of the Bonds for such purposes. The Paying Agent and Registrar shall, without further authorization from the City, withdraw from the Note Payment Fund, on the final maturity date of the Notes, the amounts necessary to pay principal of, and interest on, the Notes to the registered owner of the same. The Paying Agent and Registrar is hereby appointed as the depository of the Note Payment Fund herein established with respect to the Notes. If the City shall fail or refuse to make any required deposit in the Notes 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 Notes or its assignee, and shall disburse all funds so collected to the owners of the Notes as payment of the Notes. 91 101 Section R -- General. Obligation- Maintenance of Sinking Fund. The Notes shall be full general obligations of the City and, for the payment of said Notes 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 Notes are 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 Notes 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 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 Notes 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. Pursuant to Ordinance No. 2001-5-6353 adopted by the City (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 the Notes shall remain outstanding. The funds derived from said tax levy hereby required 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 Note Payment Fund at the times and in the amounts required by Section 7 hereof. Section 9 -- Award; Rid Resolution. The Designated Officers are hereby directed to sell the Notes to the Purchaser following solicitation of proposals for the purchase of the Notes, the final interest rate or rates on the Notes to be established in accordance with the requirements of Sections 2 and 3 hereof and the Bid Resolution. Section 10 -- Registered Owner; Transfer; Exchange. As long as the Notes executed and delivered hereunder shall remain outstanding, the Paying Agent and Registrar shall maintain an office for the registration of such Notes and shall also keep at such office books for such 5 l.:.n-L..... ��.�..�ere�,... �-. .wM.,�r�L.,«.x Axa .: yea isyc:vnwthLl it L.i.�.6:s4s�.;,�:mel�iuuY�w ,,,.. cm�eueuc xe •.*-�, «�:mY4mue mdwu�..ya�� i:em ease e,�ii .�m.�.� .�. .... 102 registration and transfers. The registered owner of the Notes, as set forth in the registration books maintained by the Paying Agent and Registrar on the fifteenth day preceding a payment date on the Notes, or its assignees, for purposes of this Note Ordinance, to the extent of its interest, shall be treated as the owner of the Notes and shall be entitled to all rights and security of the owner of the Notes hereunder. Upon surrender for registration of transfer of the Notes at the office of the Paying Agent and(D 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 Notes of the same series of any authorized denomination and of a like tenor and effect. All Notes, 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 Notes of the same series of any authorized denomination. In all cases in which the privilege of exchanging or transferring Notes is exercised, the Paying Agent and Registrar shall execute and deliver Notes in accordance with the provisions of this Section. Every such exchange or transfer of Notes, 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 such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent tot he exercise of the privilege of making such exchange or transfer. Section 11 -- Disposition of Proceeds. The proceeds of the sale of the Notes shall be deposited as follows: (a) premium and accrued interest, if any, shall be deposited to the Note Payment Fund created in Section 7 hereof; and (b) the remainder of the proceeds shall be deposited to a special construction and acquisition account (the "City of Paducah 2004 Construction Account") to be held by the depository to be named in the Bid Resolution and used to pay the costs of the acquisition, construction and installation of the Project and the costs of issuance of the Notes. Section I? -- Misch rge of Note Ordinance. If the City shall pay or cause to be paid, or there shall otherwise be paid, to the owners of the Notes the total principal and interest due or to become due thereon through maturity, in the manner stipulated therein and in this Note Ordinance, 6 then the pledges made under this Note 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 1 I -- Severability. If any one or more of the provisions of this Note 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 14 -- Inconsistent Actions_ All prior ordinances, resolutions or parts thereof inconsistent herewith are hereby repealed. Section 15 -- Q:pen 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 Notes 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 took place while such meetings, after proper notice, were open to the public, in compliance with all legal requirements including KRS Sections 61.810, 61.815, 61.820 and 61.825. S01 ection 16 -- F,ffective bate. This Ordinance shall become effective immediately upon adoption and publication of a summary thereof, as provided by law. FIRST READING HELD on April 5, 2004. DULY ADOPTED AFTER SECOND READING on April 13, 2004. CITY OFA VCAH, KENTUCKY Attest: Published by The Paducah Sun, April 21, 2004 7 Mayor 103 y uunrsune.:c�,a�u'Yc^in',Flertm:iW^f4e6�vI�m1.ItlmnuaLwfo.�6nll .. �Ilkd_.o.etlBjl+L�i.]�Ui_l1 �.�J,:h_is«m.'!dvit�rlselnitlblkem�iueahlbiukY:WWuaW�m�YdWYl�vtmu �sweu ir.iikwW�:umaatltl�Yil,uinienm�^s.�zz' n.�.'„.„,..w.u.��,umeean�ummm.deY•_ I� �. .. eilml�4uvC�tlk1 IL.....�...- ��'��-.... , 104 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 13th day of April, 2004, on the same occasion signed by the Mayor is evidence or 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. [SEAL] Witness my hand and the seal of said City as of the day of April, 2004. R City Clerk 105 ANNEX A CITY OF PADUCAH, KENTUCKY GENERAL OBLIGATION BOND ANTICIPATION NOTES SERIES 2004 - No. R-1 NOTE DATE: April _, 2004 MATURITY DATE: September 1, 2004 INTEREST RATE: REGISTERED HOLDER: PRINCIPAL AMOUNT: DOLLARS 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 September 1, 2004, at the Interest Rate per annum identified above, except as the provisions hereinafter set forth with respect to prior redemption may be and become applicable hereto. The principal and interest of this Note are payable, without deduction for exchange, collection, or service charges, in lawful money of the United States of America. Principal and interest is payable at the principal office of or any successor (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 preceding each payment date. This Note is one of an issue of Notes of like tenor and effect, except as to denomination and maturity, numbered from R-1 upward, inclusive, of the denomination of $100,000 or any integral multiple of $5,000 above $100,000, originally aggregating Dollars ($ in principal amount, issued in anticipation of the issuance of the City's General Obligation Bonds, Series 2004 (the "Bonds") for the purpose of (i) paying, on an interim basis, a portion of the costs of the acquisition, construction and installation of a facility to be leased to the Paducah McCracken County Industrial Development Authority (the "Project"); and (ii) paying the costs of issuance of the Notes, 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 13th day of April, 2004 (the "Note 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 Note 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 NOTE IS CONTINUALLY SECURED BY THE FAITH, CREDIT AND REVENUE OF THE CITY. The Notes mature on September 1, 2004, bear interest at a rate equal to 0 , payable at maturity on September 1, 2004. The Notes shall be subject to optional redemption prior to their maturity on any date, in whole or in part, at the election of the City upon fifteen (15) days' written notice to the registered owner of the Notes at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued interest to the date of redemption. At least fifteen (15) days before the redemption date of any Notes the City shall cause a notice of such redemption either in whole or in part to be mailed, first class, postage prepaid, to all registered owners of the Notes to be redeemed in whole or in part at their addresses as they appear 0 W11-1 „,�-„..L.. • � uumxu:ec umYhluanstami 1� _L:L:1 o -L rk�u _f��vldawmn,u. ... ,: .. •• m n. ,,, ni.�Y�xrnw.�.J�m�u��tiem ,. ,nuua.. �mn �,.��,mmL w 4,�mlu,la , � .., . 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 of such redemption of Notes 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 Notes being payable by their terms on a single date then outstanding shall be called for redemption, the principal amount of such Notes 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 Note Payment Fund by the Paying Agent and Registrar for the registered owners of the Notes to be redeemed, the Notes so called for redemption shall become and be due and payable at the 'redemption price provided for redemption of such Notes on such date, interest on the Notes so called for redemption shall cease to accrue, and the registered owners of such Notes 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 Notes, 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 Note. 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 Note, or in the creation of the obligations of which this Note 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 hereby irrevocably pledged for the prompt payment of the principal hereof and interest hereon; that the repayment obligation represented by this Note 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 Note as it falls due and to provide for the redemption of this Note at maturity or upon earlier redemption. IN WITNESS WHEREOF, the City has caused this Note 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. (SEAL) Attest: City Clerk CITY OF PADUCAH, KENTUCKY CERTIFICATE Mayor Il IN This is to certify that this Note is one of the Notes described hereinabove. 0 Paying Agent and Registrar am 10 Authorized Signature 107 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 Note 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. 0 City Clerk FORM OF APPROVING OPINION NO- 110 i-,tamLLL i 1�htio. ami„m am Y�.�. �iNiem.m� m �� ,_: �,��su�.���_..� fir' I d L. 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 Note and does hereby irrevocably constitute and appoint the or its successor as Paying Agent and Registrar to transfer the said Note on the books kept for registration thereof with full power of substitution in the premises. Dated: 27709\1 Note: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever. 12 IN,