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HomeMy WebLinkAbout2004-5-6814129 ORDINANCE NO. 2004-5-6814 AN ORDINANCE OF THE CITY OF PADUCAH, KENTUCKY AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION TAXABLE PUBLIC PROJECT BONDS, SERIES 2004 IN THE AGGREGATE PRINCIPAL AMOUNT OF $5,055,000 (SUBJECT TO A PERMITTED ADJUSTMENT INCREASING OR DECREASING THE SIZE OF SAID BONDS BY UP TO $505,000) AND THE ISSUANCE OF A GENERAL OBLIGATION PUBLIC PROJECT NOTE, SERIES 2004B IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $275,000, FOR THE PURPOSE OF FINANCING THE COSTS OF THE ACQUISITION, CONSTRUCTION AND INSTALLATION OF PUBLIC PROJECTS IN THE CITY OF PADUCAH, KENTUCKY; APPROVING THE FORMS OF THE NOTE AND BONDS; AUTHORIZING DESIGNATED OFFICERS TO EXECUTE AND DELIVER THE NOTE AND BONDS; AUTHORIZING AND DIRECTING THE FILING OF NOTICE WITH THE STATE LOCAL DEBT OFFICER; PROVIDING FOR THE PAYMENT AND SECURITY OF THE NOTE AND BONDS; CREATING A BOND PAYMENT FUND; MAINTAINING THE HERETOFORE ESTABLISHED SINKING FUND; AUTHORIZING ACCEPTANCE OF THE BID OF THE BOND PURCHASER FOR THE PURCHASE OF THE BONDS; AND REPEALING INCONSISTENT ORDINANCES. WHEREAS, the City of Paducah, Kentucky (the "City") has 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 in order 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 "Series 2004A 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 County, the City and the Authority (the "Lease"); 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 a rail spur within Industrial Park West of the City of Paducah, County of McCracken, Kentucky and with the acquisition of real property for future development (collectively, the "Series 2004B Project," and together with the Series 2004A Project, the "Projects"); and WHEREAS, the City and the County have heretofore determined that the Projects are public projects benefiting the City and the County jointly and that it is necessary, desirable, economically efficient and in the best interests of the citizens, residents and inhabitants of both s.�c n._..i - m.W. �mL nYffi�i mhtr nnbsW '�weYm�lONYha1i aria lum:yLdk El 1 hi�L•,.Fnl,�yd�1�rN'iNuvvcrveml�ldi. •'� nm �itlJulk�susm�Wl e� ,m, 'L , 130 the City and the County for the County and the City to enter into an interlocal cooperation agreement (the "Interlocal Agreement"), subject to approval by the Department for Local Government of the Commonwealth of Kentucky), providing for a joint plan for financing the Projects (the "Plan of Financing") under which each of the City and the County shall assume responsibility for fifty percent (50%) of the costs of the Projects; and WHEREAS, pursuant to the Constitution and Laws of the Commonwealth of Kentucky, QI) and particularly Section 65.210 through 65.300 of the Kentucky Revised Statutes, as amended (the "Interlocal Act"), the City and the County may join together to undertake action which each could undertake separately; and WHEREAS, pursuant to the Constitution and Laws of the Commonwealth of Kentucky, and particularly Sections 66.011 et• seq of the Kentucky Revised Statutes, as amended (the "General Obligation Act"), cities and counties may issue bonds or notes, subject to the requirements of the General Obligation Act, to pay all or any portion of the costs of financing any public project that such county or city is authorized to acquire, improve or construct; and WHEREAS, the City hereby determines that it is in the best interests of the City that the Financing Plan be undertaken pursuant to the Interlocal Agreement and that the Series 2004A Project should be financed through the issuance of approximately $5,0555,000 of the City's General Obligation Taxable Public Project Bonds, Series 2004 (the "Bonds"), the net proceeds of which, after payment of the costs of issuing the Bonds and retiring any interim financing for the Series 2004A Project, will be applied to the payment of the costs of acquiring, constructing and installing the Series 2004A Project, and which Bonds will be secured, inter alia, by a County of McCracken, Kentucky General Obligation Public Project Note, Series 2004A in a principal amount not to exceed $2,780,000 (the "County Series 2004A Note") to be payable to the City, such amount representing fifty percent of the costs of the Series 2004A Project, plus fifty percent of the costs of issuance of the Bonds; and WHEREAS, the City desires to acquire, construct and improve the Series 2004A Project through the issuance of the Bonds to be sold and awarded to the successful bidder (the "Purchaser") at public, competitive sale in accordance with the provisions of Chapter 424 of the Kentucky Revised Statutes WHEREAS, the City and the County have each further determined that it is in the best interests of the City and the County that the Series 2004B Project should be financed through the 2 131 issuance of County of McCracken, Kentucky General Obligation Public Project Notes, Series 2004B in a principal amount not to exceed $550,000 (the "County Series 2004B Notes") to be sold and awarded at private negotiated sale to the bidder proposing the lowest net interest rate to the County ("the County Series 2004B Note Purchaser"), in accordance with the provisions of Section 66.141 of the Kentucky Revised Statutes, as amended, following solicitation of proposals for the County Series 2004B Notes; and WHEREAS, in accordance with the Interlocal Agreement and the Financing Plan, the City will issue its General Obligation Public Project Note, Series 2004B in a principal amount not to exceed $275,000 (the "Series 2004B Note") to the County, such amount representing fifty percent of the costs of the Series 2004B Project, plus fifty percent of the costs of issuance of the County Series 2004B Notes. NOW, THEREFORE, BE IT ORDAINED by the City of Paducah, Kentucky, as follows: Section 1 -- Necessity, Authorization and Purpose. The City hereby declares that it is necessary to issue and authorizes the issuance of its General Obligation Taxable Public Project Bonds, Series 2004, in the aggregate principal amount of $5,055,000, subject to a permitted adjustment (the "Permitted Adjustment") increasing or decreasing the principal amount of Bonds awarded to the purchaser thereof by up to $505,000, for the purpose of (i) acquiring, constructing and improving the Series 2004A Project and (ii) paying the costs of issuance of the Bonds. Notwithstanding anything contained in this Bond Ordinance to the contrary, only $5,055,000 of Bonds shall be offered for sale in accordance with the provisions hereof, and the determination of the best bids for the Bonds shall be made on the basis of all bids submitted for exactly $5,055,000 principal amount of Bonds; provided however, the Permitted Adjustment is reserved in the City hereunder, with such increase or decrease to be made in any principal maturity so that the total principal amount of Bonds awarded to the best bidder may be a maximum of $5,560,000 or a minimum of $4,550,000. In the event of any such Permitted Adjustment, no rebidding or recalculation of a submitted bid will be required or permitted; the price at which such adjusted principal amount of Bonds will be sold shall be at the same price per $1,000 of Bonds as the price per $1,000 of the $5,055,000 of Bonds. The City hereby further declares that it is necessary to issue and authorizes the issuance of its General Obligation Public Project Note, Series 2004B payable to the order of the County in an aggregate principal amount not to exceed $275,000 for the purpose of financing the City's 3 -1- >•_ Saw A.,mu aY lio :vJ"',,, . As. u,.- �•,mi ��ewd rL s, 132 fifty percent allocable share of the costs of the Series 2004B Project and the costs of issuance of the County Series 2004B Notes. The exact principal amount of Series 2004B Note to be issued shall be established in a certificate (the "Series 2004B Final Terms Certificate") to be executed by the Mayor of the City on the date the County Series B Notes are awarded to the successful bidder therefor. Section 2 -- Forms. The Bonds shall be issued as fully registered Bonds, shall be designated "General Obligation Taxable Public Project Bonds, Series 2004", 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 Bonds shall be in denominations as requested by the Purchaser, which shall be in integral multiples of five thousand dollars ($5,000). The Bonds shall be dated June 1, 2004 or such other date as is determined in a certificate of award accepting the bid of the Purchaser (the "Certificate of Award") to be executed by the Mayor on the date of the sale of the Bonds. Interest on the Bonds and the Series 2004B Note shall be payable each June 1 and December 1 (an "Interest Payment Date"), commencing December 1, 2004, at the stated interest rate or rates on the principal amount thereof. The Bonds shall be serial or term Bonds maturing, on the basis of substantially level debt service, on June 1, 2005 and each June 1 thereafter in the years and in the amounts to be established in the Certificate of Award after advertised competitive sale of the Bonds based on the interest rates set forth in the successful bid (the 'Bid") and the provisions of this Section 2, provided that the final maturity date of the Bonds shall be as set forth in the Certificate of Award but shall be no later than June 1, 2024. The interest rate or rates on the Bonds shall be determined in the Certificate of Award based on the Bid; provided that the aggregate net interest cost of the Bonds shall not exceed seven percent (7.0%). The Bonds maturing on and after June 1, 2012 shall be subject to optional redemption prior to their maturity on any date on or after June 1, 2011, in whole or in part, in such order of maturity as shall be designated in writing by the City, and by lot within a maturity, at the election of the City upon 35 days' written notice to Wachovia Bank of Delaware, National Association (the "Paying Agent and Registrar") at a redemption price equal to the par amount thereof, plus accrued interest to the date of redemption. The Series 2004B Note shall not be subject to optional redemption prior to its stated maturity. 0 133 At least thirty (30) days before the optional or mandatory sinking fund redemption date of any Bonds, the Paying Agent and Registrar shall cause a notice of such redemption either in whole or in part, signed by the Paying Agent and Registrar, to be mailed, first class, postage prepaid, to all registered owners of the Bonds to be redeemed at their addresses as they appear on the registration books kept by the Paying Agent and Registrar, but failure to mail any such notice shall not affect the validity of the proceedings for such redemption of Bonds for which such notice has been sent. Each such notice shall set forth the date fixed for redemption, the redemption price to be paid and, if less than all of the Bonds being payable by their terms on a single date then outstanding shall be called for redemption, the distinctive series, number or letters, if any, of such Bonds to be redeemed. On the date so designated for redemption, notice having been mailed in the manner under the conditions hereinabove provided and moneys for payment of the redemption price being held in the Bond Payment Fund by the Paying Agent and Registrar for the registered owners of the Bonds to be redeemed, the Bonds so called for redemption shall become and be due and payable at the redemption price provided for redemption of such Bonds on such date, interest on the Bonds so called for redemption shall cease to accrue, and the registered owners of such Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof. The Series 2004B Note shall be issued as a fully registered Series 2004B Note, shall be designated "General Obligation Public Project Note, Series 2004B", shall express upon its face the purpose for which it is issued, that it is issued under the Act and shall be substantially in the form set forth in Annex B. The Series 2004B Note shall be dated June 1, 2004. The Series 2004B Note shall be a serial or term note maturing, on the basis of substantially level debt service, on June 1 of the years and in the amounts to be established in the Series 2004B Final Terms Certificate after solicitation of proposals for the purchase of the County Series 2004B Notes based on the interest rates set forth in the successful proposal for their purchase and the provisions of this Section 2, provided that the final maturity date of the Series 2004B Note shall be as set forth in the Series 2004B Final Terms Certificate but shall be no later than June 1, 2009. The interest rate or rates on the Series 2004B Note shall be determined in the Series 2004B Final Terms Certificate based on the successful proposal submitted for their purchase; provided that the aggregate net interest cost of the Series 2004B Note shall not exceed six percent (6.00%). 5 134 m a wn. use - J r I _ e i_ a :l 1 —1---6 — At least thirty (30) days before the redemption date of any Series 2004B Note and corresponding portion of County Series 2004B Notes subject to mandatory sinking fund redemption, the County Notes Paying Agent and Registrar (as hereinafter defined) shall cause a notice of such redemption either in whole or in part, signed by the County Notes Paying Agent and Registrar (as hereinafter defined), to be mailed, first class, postage prepaid, to all registered owners of the County Series 2004B Notes to be redeemed in whole or in part at their addresses as they appear on the registration books kept by the County Notes Paying Agent and Registrar, but failure to mail any such notice shall not affect the validity of the proceedings for such redemption of County Series 2004B 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 County Series 2004B Notes and corresponding portion of the Series 2004B Note being payable by their terms on a single date then outstanding shall be called for redemption, the distinctive number or letters, if any, of such County Series 2004B 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 County Note Payment Fund (as hereinafter defined) by the County Notes Paying Agent and Registrar for the registered owners of the County Series 2004B Notes to be redeemed, the portion of the Series 2004B Note and a corresponding portion of the County Series 2004B Notes so called for redemption shall become and be due and payable at the redemption price provided for the redemption of the Series 2004B Note and the County Series 2004B Notes on such date, interest on the Series 2004B Note and corresponding principal amount of County Series 2004B Notes so called for redemption shall cease to accrue, and the County, with respect to the Series 2004B Note, and the registered owners of such County Series 2004B Notes, shall have no right in respect thereof except to receive payment of the redemption price thereof. Section 3 -- Execution and Delivery. The Bonds and Series 2004B Note shall be executed by the manual or facsimile signature of the Mayor and duly attested by the manual or facsimile signature of the City Clerk (which, together with any other person as may be authorized by resolution are referred to as "Designated Officers") and shall have the seal of the City or a facsimile thereof affixed thereto. Additionally, the Bonds shall bear the manual authenticating signature of the Paying Agent and Registrar. The Designated Officers are further 2 135 authorized and directed to deliver the Bonds to the Purchaser and the Series 2004B Note to the County, upon the terms and conditions provided herein, in the Certificate of Award, the Series 2004B Final Terms Certificate and in the Bid for the Bonds, receive the proceeds therefor, execute and deliver such certificates and other closing documents and take such other action as may be necessary or appropriate in order to effectuate the proper issuance, sale and delivery of the Bonds and the Series 2004B Note. The City authorizes and directs the Paying Agent and Registrar to authenticate the Bonds and to deliver the Bonds to the Purchaser upon payment of the purchase price thereof. Section 4 -- Payment. Payment of or on account of the interest on and principal of the Bonds shall be made directly to the Paying Agent and Registrar for the account of the registered owner. Interest on the Bonds shall be payable by check, mailed to the person whose name appears on the fifteenth day preceding an Interest Payment Date on the bond registration records as the registered owner, on each Interest Payment Date or by other transfer of funds acceptable to such registered owner and the Paying Agent and Registrar. Principal shall be payable in such coin or currency of the United States of America as shall be legal tender for the payment of public and private debts at the time and place of payment upon delivery of the Bonds to the Paying Agent and Registrar or by other transfer of funds acceptable to the Paying Agent and Registrar and such registered owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bonds to the extent of the sum or sums so paid. Payment of or on account of the interest on and principal of the Series 2004B Note shall be made directly to the paying agent and registrar designated as such by the County for the County Series 2004B Notes (the "County Notes Paying Agent and Registrar") for the account of the County and the registered owners of the County Series 2004B Notes by check, or by other transfer of funds acceptable to the County Notes Paying Agent and Registrar. Section 5 -- Filing. The Designated Officers are hereby authorized to undertake and cause all filings of notices or information which may be required by law to be filed by the City, 1 including, but not limited to, the filing with the State Local Debt Officer required by law. Section 6 -- Bond Payment Fund; County Note Payment Fund; Payment of Bonds and Series 2004B Note. There is hereby established with the Paying Agent and Registrar a bond payment fund in the name of the City to be known as General Obligation Taxable Public Project Bonds, Series 2004 Bond Payment Fund (the 'Bond Payment Fund"), into which the City 7 136 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 twenty-fifth day of each month which precedes an Interest Payment Date, the amount required to pay principal of and interest due on the Bonds on such Interest Payment Date. The City further covenants to deposit all payments received under the Lease and the County Series 2004A Note in the Bond Payment I Fund. The Paying Agent and Registrar shall, without further authorization from the City, withdraw from the Bond Payment Fund, on such Interest Payment Date, the amounts necessary to pay principal of, and interest on, the Bonds to the registered owner of the same. The Paying Agent and Registrar is hereby appointed depository of the Bond Payment Fund with respect to the Bonds. The City covenants to deposit to the note payment fund established by the County for the County Series 2004B Notes (the "County Note Payment Fund"), and the Designated Officers are hereby authorized and directed to deposit into such County Note Payment Fund from the Sinking Fund, on or before the twenty-fifth day of each month which precedes an Interest Payment Date, the amount required to pay principal of and interest due on the Series 2004B Note on such Interest Payment Date. The County Notes Paying Agent and Registrar is hereby authorized by the City to withdraw, from such amounts deposited by the City, on each Interest Payment Date, the amounts necessary to pay principal of, and interest on, a corresponding principal amount of the County Series 2004B Notes and to make payment to the registered owners of the County Series 2004B Notes of the same. If the City shall fail or refuse to make any required deposit in the Bond Payment Fund or the County Note Payment Fund from the Sinking Fund, the Paying Agent and Registrar and/or the County Notes Paying Agent and Registrar shall (i) notify any agency of the Commonwealth of Kentucky or any political subdivision thereof which may collect and distribute taxes or revenues for the City to seek any available necessary or proper remedial action; and (ii) upon being indemnified against cost and expense, exercise any remedy provided in the Act or at law or in equity for the benefit of the owner of the Bonds, the Series 2004B Note or their assignees, and shall disburse all funds so collected to the owners of the Bonds and Series 2004B Note as payment of the Bonds and Series 2004B Note. Section 7 -- General Obligation. The Bonds and the Series 2004B Note shall be full general obligations of the City and, for the payment of said Bonds, Series 2004B Note and the H interest thereon, the full faith, credit and revenue of the City are hereby pledged for the prompt payment thereof. During the period the Bonds and the Series 2004B Note 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 Bonds and Series 2004B Note 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 Bonds and the Series 2004B Note and are appropriated for such purpose, the amount of such direct tax upon all of the taxable property in the City shall be reduced by the amount of such other funds so available and appropriated. Section 8 -- Maintenance of Sinking Fund. Pursuant to Ordinance No. 2001-5-6353 adopted by the Governing Body of the Lessee (the "2001 General Obligation Ordinance"), there has heretofore been established a sinking fund (the "Sinking Fund"), which is hereby ordered to be continued and maintained as long as any of the Bonds or Series 2004B Note shall remain outstanding. The funds derived from the tax levy required by Section 7 hereof or other lawfully available funds shall be placed in the Sinking Fund and, together with interest collected on the same, are irrevocably pledged for the payment of the interest on and principal of all bonds issued under the Act and Tax -Supported Leases, as defined in the Act, when and as the same fall due. Amounts shall be transferred from the Sinking Fund to the Bond Payment Fund and the County Note Payment Fund at the times and in the amounts required by Section 6 hereof. Section 9 -- Pledge of County Series 2004A Note Receipts to Payment of Bonds. In addition to the pledge of the full faith, credit and revenue of the City and the levy of an annual C, tax sufficient to pay the principal of and interest on the Bonds when and as due, the City hereby unconditionally and irrevocably pledges the totality of amounts to be received by the City from the County under the County Series 2004A Note during the period that any of the Bonds are outstanding. so 137 �...�.:.-..•,.+�,...wlYm,�1,-„, uu.. vbc�uamylldYkm. mvY119vee�tv�vNl.-b 1, lhk�.erle�nl-.�el�f�u:�mu4L�ii�.m�s"''-IY��Yunrtc�.c �em��,iilf�r�ul�me+uun�:J4m�uo��un�...nlmvn��muummdw�necssve��wae�..�.-.i............w.�,:. �mei��e.m,�:��eww --I �.,._I'.E�... e...�,_... 138 All sums collected by the City under the County Series 2004A Note shall be immediately deposited in the Bond Payment Fund and held separate and apart from all other funds of the City. Amounts received under the County Series 2004A Note shall be used solely to pay the principal of, interest on, and redemption premium of the Bonds as and when the same shall be due and payable, whether at maturity or upon the earlier redemption thereof. Section 10 -- Sale of Bonds; Certificate of Award; Series 2004B Final Terms Certificate. The Designated Officers are hereby directed to sell the Bonds to the Purchaser at advertised competitive sale, the final principal amount of, the principal amortization of and the interest rate or rates on the Bonds to be established in accordance with the requirements of Sections 1 and 2 hereof by adoption of the Certificate of Award. The Mayor of the City is hereby authorized to execute the Certificate of Award establishing the terms of the Bonds described herein without any further action by the City Commission. The Mayor of the City is hereby further authorized and directed to execute and deliver the Series 2004B Final Terms Certificate on the date of sale of the County Series 2004B Notes; provided that such Series 2004B Final Terms Certificate shall establish the final principal amount of, the principal amortization of and the interest rate or rates on the Series 2004B Note in accordance with the requirements of Sections 1 and 2 hereof. (�D Section 11 — Bonds Registered Owners; Transfer; Exchange. As long as the Bonds executed and delivered hereunder shall remain outstanding, the Paying Agent and Registrar shall maintain an office for the Registration of such Bonds and shall also keep at such office books for such registration and transfers. The registered owner of the Bonds, as set forth in the registration books maintained by the Paying Agent and Registrar on the fifteenth day preceding the an Interest Payment Date, or its assignees, for purposes of this Ordinance, to the extent of its interest, shall be treated as the owner of the applicable Bonds and shall be entitled to all rights and security of the owner of the Bonds hereunder. Upon surrender for registration of transfer of Bonds at the office of the Paying Agent and Registrar with a written instrument of transfer satisfactory to the Paying Agent and Registrar, duly executed by the registered owner or the registered owner's duly authorized attorney, the l Paying Agent and Registrar shall execute and deliver, in the name of the designated transferee or transferees, one or more Bonds of the same series of any authorized denomination and of a like tenor and effect. 10 139 All Bonds, upon surrender thereof at the office of the Paying Agent and Registrar, may, at the option of the registered owner thereof be exchanged for an equal aggregate principal amount of Bonds of the same series of any authorized denomination. In all cases in which the privilege of exchanging or transferring Bonds is exercised, the Paying Agent and Registrar shall execute and deliver Bonds in accordance with the provisions of this Section. Every such exchange or transfer of Bonds, whether temporary or definitive, shall be without charge; provided that the Paying Agent and Registrar may impose a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. Section 12 -- Disposition of Proceeds of Bonds and County Series 2004B Notes. The proceeds of the sale of the Bonds shall be deposited, together with other available funds of the City, as follows: (a) accrued interest, if any, shall be deposited to the Bond Payment Fund created in Section 6 hereof; and (b) the remainder of the proceeds shall be deposited to a special construction fund (the "City of Paducah 2004 Construction Fund") to be held by Union Planters I Bank (the "2004 Construction Fund Depository") and used for the acquisition, construction and improvement of the Series 2004A Project, to retire any interim financing for the Series 2004A Project and to pay the costs of issuance of the Bonds. The proceeds of the sale of the County Series 2004B Notes, including the portion represented by the City's Series 2004B Note, shall be deposited, together with other available funds of the City and County, as follows: (a) accrued interest, if any, shall be deposited to the County Note Payment Fund established under the County's ordinance authorizing the County Series 2004B Notes and (b) the remainder of the proceeds shall be deposited to a special construction fund (the "County of McCracken 2004B Construction Fund") established under the County's ordinance authorizing the County Series 2004B Notes and to be held by Union Planters Bank (the "2004B Construction Fund Depository") and shall be used for the acquisition, construction and improvement of the Series 2004B Project. Section 13 -- Discharge of Ordinance. If the City shall pay or cause to be paid, or there shall otherwise be paid, to the owners of the Bonds and the Series 2004B Note the total principal and interest due or to become due thereon through maturity, in the manner stipulated therein and 11 � �km�:x�enu, nYm��nnew�we,�m:W YYk�.ei. ea w m�H r r bdc �.k i. . J -mi: dirv���:�,nk�aw�k:�x.x�IN61xm eu y 1,�,�:,d auwyd�.�. .�x•� _�a����m.,^.ammwss�.a �,e.,m�.,.,....1......m,.. ,xum.�d�t�,�e�6,�.��r.,,mewd� 140 in this Ordinance, then the pledges made under this Ordinance, and all covenants, agreements and other obligations of the City hereunder, shall thereupon cease, terminate and become void and be discharged and satisfied. Section 14 -- Severability. If any one or more of the provisions of this Ordinance should be determined by a court of competent jurisdiction to be contrary to law, then such provisions shall be deemed to be severable from all remaining provisions and shall not affect the validity of such other provisions. Section 15 -- Inconsistent Actions. All prior ordinances, resolutions, orders or parts thereof inconsistent herewith are hereby repealed. Section 16 -- Open Meetings Compliance. All meetings of the City Commission and of its committees and any other public bodies, at which the formal actions in connection with the issuance of the Bonds and Series 2004B Note 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. Section 17 -- Effective Date. This Ordinance shall become effective immediately upon adoption and publication of a summary thereof, as provided by law. INTRODUCED AND PUBLICLY READ ON FIRST READING on the 11th day of May, 2004. PUBLICLY READ, ADOPTED AND APPROVED ON SECOND READING, this the 25th day of May, 2004. CITY OF PADU TUCKY ,,=,,By: Mayor Attest: By: J City Clerk Introduced by the Board of Commissioners, May 11, 2004 Adopted by the Board of Commissioners, May 25, 2004 Recorded by Tammara S. Brock, City Clerk, May 25, 2004 Published by The Paducah Sun, June 1, 2004 \ord\infiniti-bond May 25, 2004 12 CERTIFI CATION 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 25th day of May, 2004, on the same occasion signed by the Mayor is evidence of her approval, and now in full force and effect, all as appears from the official records of the City in my possession and under my control. Witness my hand and the seal of said City as of the day of 12004. [SEAL] 13 City Clerk 141 142 ANNEX A COMMONWEALTH OF KENTUCKY CITY OF PADUCAH, KENTUCKY GENERAL OBLIGATION TAXABLE PUBLIC PROJECT BOND, SERIES 2004 No. R-1 $ BOND DATE: June 1, 2004 MATURITY DATE: June 1, INTEREST RATE: % REGISTERED HOLDER: PRINCIPAL AMOUNT: KNOW ALL PERSONS BY THESE PRESENTS: That the City of Paducah, Kentucky (the "City"), for value received, hereby acknowledges itself obligated to, and promises to pay to the registered holder identified above, or registered assigns, the principal sum identified above (or, if any part thereof has been paid, the balance thereof remaining unpaid), on the maturity date specified above, and to pay interest on said principal sum (or, if any part thereof has been paid, the balance thereof remaining unpaid) from the date hereof, payable each June 1 and December 1, commencing December 1, 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 of and interest on this bond are payable, without deduction for exchange, collection, or service charges, in lawful money of the United States of America. Principal is payable at the designated corporate trust office of , , , or any successor (the "Paying Agent and Registrar") or by other transfer of funds acceptable to the Paying Agent and Registrar and such owner. All interest on this bond and principal payable prior to the final maturity date shall be payable by check or draft mailed to the record date registered holder hereof at the address shown on the registration records kept by the Paying Agent and Registrar or by other transfer of funds acceptable to the Paying Agent and Registrar and such owner. The record date shall be the fifteenth day of the month preceding each interest payment date. This Bond is one of an issue of Bonds of like tenor and effect, except as to denomination and maturity, numbered from R-1 upward, inclusive, of the denomination of $5,000 or any integral multiple thereof originally aggregating dollars ($ ) in principal amount, issued for the purpose of financing (i) the costs of acquiring, constructing and installing an approximately 100,000 square foot building (the "Project") to be jointly owned by the City and the County of McCracken, Kentucky (the "County") and (ii) paying the costs of issuance of the Bonds, all pursuant to and in full compliance with the general laws of the Commonwealth of Kentucky and particularly Chapter 66 of the Kentucky Revised Statutes, and pursuant to an ordinance duly adopted by the City Commission of the City on the 25th day of May, 2004 (the "Bond Ordinance") upon the affirmative vote of at least a majority of the members of its City Commission at a public meeting duly and regularly held, and after filing proper notice with the State Local Debt Officer of the Commonwealth of Kentucky. This Bond and the issue of which it forms a part is a general obligation of the City and the full faith, credit and revenue of the City are pledged to the payments due hereunder. THIS BOND IS CONTINUALLY SECURED BY THE FAITH, CREDIT AND REVENUE OF THE CITY. This Bond is further secured by all amounts received or to be received by the City under a general obligation note (the "County Note") of the County of McCracken, Kentucky (the "County") issued in an aggregate principal amount equal to fifty percent (50%) of the aggregate principal amount of the Bonds and bearing interest at an interest rate or rates equal to the interest rate on the Bonds set forth below. The Bonds mature on the 1 st day of June of the following years, in the respective principal amounts and bear interest at the following rates of interest: 14 Maturity Date June 1, 2005 June 1, 2006 June 1, 2007 June 1, 2008 June 1, 2009 June 1, 2010 June 1, 2011 June 1, 2012 June 1, 2013 June 1, 2014 June 1, 2015 June 1, 2016 June 1, 2017 June 1, 2018 June 1, 2019 June 1, 2020 June 1, 2021 June 1, 2022 June 1, 2023 June 1, 2024 Amount Interest Rate Per Annum The Bonds maturing on and after June 1, 2012 shall be subject to optional redemption prior to their maturity on any date on or after June 1, 2011, in whole or in part, in such order of maturity as shall be designated in writing by the City, and by lot within a maturity, at the election of the City upon 35 days' written notice to the Paying Agent and Registrar at a redemption price equal to the par amount thereof, plus accrued interest to the date of redemption. At least thirty (30) days before the redemption date of any Bonds the Paying Agent and Registrar shall cause a notice of such redemption signed by the Paying Agent and Registrar, to be mailed, first class, postage prepaid, to all registered owners of the Bonds to be redeemed at their addresses as they appear on the registration books kept by the Paying Agent and Registrar, but failure to mail any such notice shall not affect the validity of the proceedings for such redemption of Bonds for which such notice has been sent. Each such notice shall set forth the date fixed for redemption, the redemption price to be paid and, if less than all of the Bonds being payable by their terms on a single date then outstanding shall be called for redemption, the distinctive number or letters, if any, of such Bonds to be redeemed. On the date so designated for redemption, notice having been published in the manner under the conditions hereinabove provided and moneys for payment of the redemption price being held in the Payment Fund by the Paying Agent and Registrar for the registered owners of the Bonds to be redeemed, the Bonds so called for redemption shall become and be due and payable at the redemption price provided for redemption of such Bonds on such date, interest on the Bonds so called for redemption shall cease to accrue, and the registered owners of such Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof. No recourse shall be had for the payment of the principal of or the interest on this Bond, or for any claim based hereon, against any officer, agent or employee, past, present or future, of the City, as such, either directly or through the City, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise; all such liability of such officers, agents or employees is hereby renounced, waived and released as a condition of and as consideration for the issuance, execution and acceptance of this Bond. It is hereby certified that all acts, conditions and things required to be done, to occur or be performed precedent to and in the issuance of this Bond, or in the creation of the obligations of which this Bond is evidence, have been done, have occurred and have been performed in regular and due form and manner as required by law; that the faith, credit and revenue of the City are hereby irrevocably pledged for the prompt payment of the principal hereof and interest hereon; that the repayment obligation represented by this Bond is not in excess of any constitutional or 15 143 144 statutory limitation; and that due provision has been made for the levy and collection of a tax sufficient in amount to pay the interest on this Bond as it falls due and to provide for the redemption of this Bond at maturity or upon earlier redemption. IN WITNESS WHEREOF, the City has caused this Bond to be signed either manually or by facsimile in its name by its Mayor and duly attested either manually or by facsimile by its . City Clerk and an impression or facsimile of the City's seal to be imprinted hereon, as of the date set forth above. (SEAL) Attest: LE CITY OF PADUCAH, KENTUCKY By: Mayor City Clerk CERTIFICATE OF AUTHENTICATION This is to certify that this Bond is one of the Bonds described hereinabove. Date of Authentication: Authorized Signature Paying Agent and Registrar EN IN Al 145 CERTIFICATE It is hereby certified that the following is a correct and complete copy of the text of the legal opinion of Peck, Shaffer & Williams LLP, Attorneys, Covington, Kentucky, regarding the issue of which the within bond is one, the original of which opinion was manually executed, dated and issued as of the date of delivery of and payment for said issue and a copy of which is on file with the undersigned. [FORM OF APPROVING OPINION] 17 City Clerk ,,-gym ...,, • L„�u ••,�x,wscamm�w�IlYvem, �.ra �vy:arxs 6l ! wal,.h,.er,.::. i�I�ddYvee ....,...... • m,: r�:zw�� �L�:k�,u.��k,n U:L--1�,n.ad.eii,:m,�:eam.. 146 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: (please print or typewrite social security number or other identifying number and name and address of transferee) the within Bond and does hereby irrevocably constitute and appoint the or its successor as Bond Paying Agent and Registrar to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Note: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. 101 147 COMMONWEALTH OF KENTUCKY CITY OF PADUCAH, KENTUCKY GENERAL OBLIGATION PUBLIC PROJECT NOTE, SERIES 2004B No. R-1 $ NOTE DATE: June 1, 2004 MATURITY DATE: June 1, 2009 INTEREST RATE: % REGISTERED HOLDER: COUNTY OF MCCRACKEN, KENTUCKY PRINCIPAL AMOUNT: KNOW ALL PERSONS BY THESE PRESENTS: That the City of Paducah, Kentucky (the "City"), for value received, hereby acknowledges itself obligated to, and promises to pay to the registered holder identified above, or registered assigns, the principal sum identified above (or, if any part thereof has been paid, the balance thereof remaining unpaid), on the maturity date specified above, and to pay interest on said principal sum (or, if any part thereof has been paid, the balance thereof remaining unpaid) from the date hereof, payable each June 1 and December 1, commencing December 1, 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 of and interest on this note are payable, without deduction for exchange, collection, or service charges, in lawful money of the United States of America. Principal is payable at the principal office of the , or any successor (the "County Notes Paying Agent and Registrar") or by other transfer of funds i acceptable to the County Notes Paying Agent and Registrar and such owner. All interest on this bond and principal payable prior to the final maturity date shall be payable by check or draft mailed to the record date registered holder hereof at the address shown on the registration records kept by the County Notes Paying Agent and Registrar or by other transfer of funds acceptable to the County Notes Paying Agent and Registrar and such owner. The record date shall be the fifteenth day of the month preceding each interest payment date. This Note, numbered R-1, aggregating dollars ($ ) in principal amount, is issued for the purpose of (i) paying the City's fifty percent portion of the costs of acquiring and installing a rail spur and acquiring real property for future development (the "Project"), 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 25th day of May, 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 of notice of issuance of this Note with the State Local Debt Officer of the Commonwealth of Kentucky pursuant to Section 66.310 of the Kentucky Revised Statutes. 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. 19 �...��.ci� _s nbs: »,..mw. �',a.n uuin�adeie:mruewlYYltd ,ed wo1—e:e.- ---A� 148 This Note shall have a final maturity date of June 1, 2009. Principal installments on this Note shall be due on June 1 of the years in the amounts, and shall bear interest at the rates of interest, set forth below: Maturity Date June 1, 2005 June 1, 2006 June 1, 2007 June 1, 2008 June 1, 2009 Amount Interest Rate Per Annum This Note shall not be subject to optional redemption prior to their maturity. This Note maturing on June 1, is subject to mandatory sinking fund redemption prior to maturity at a redemption price of 100% of the principal amount to be redeemed, plus accrued interest to the redemption date, on June 1, in the years and in the principal amounts as follows: Year *Maturity [TO BE COMPLETED] Principal Amount At least thirty (30) days before the redemption date of this Note subject to mandatory sinking fund redemption the County Notes Paying Agent and Registrar shall cause a notice of such redemption either in whole or in part signed by the County Notes Paying Agent and Registrar, to be mailed, first class, postage prepaid, to all registered owners of the County of . McCracken, Kentucky General Obligation Public Project Notes, Series 2004B (the "County Notes") to be redeemed in whole or in part at their addresses as they appear on the registration books kept by the County Notes Paying Agent and Registrar, but failure to mail any such notice shall not affect the validity of the proceedings for such redemption of County 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 this Note being payable by its terms on a single date then outstanding shall be called for redemption, the distinctive number or letters, if any, of this Note 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 County Notes Paying Agent and Registrar for the registered owners of the County Notes to be redeemed, the portion of this Note and a corresponding portion of the County Notes so called for redemption shall become and be due and payable at the redemption price provided for the redemption of this Note and the County Notes on such date, interest on this Note and corresponding principal amount of County Notes so called for redemption shall cease to accrue, and the County, with respect to this Note, and the registered owners of such County 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 Note, 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; 20 149 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: III City Clerk CITY OF PADUCAH, KENTUCKY 10 21 Mayor 150 CERTIFICATE It is hereby certified that the following is a correct and complete copy of the text of the legal opinion of Peck, Shaffer & Williams LLP, Attorneys, Covington, Kentucky, regarding the issue of which the within bond is one, the original of which opinion was manually executed, dated and issued as of the date of delivery of and payment for said issue and a copy of which is on file with the undersigned. [FORM OF APPROVING OPINION] 22 City Clerk 0 151 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) j the within Note and does hereby irrevocably constitute and appoint the or its successor as Note Paying Agent and Registrar to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: 27784\1 III 23 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.