HomeMy WebLinkAbout2004-11-6892274
ORDINANCE NO. 2004-11-6892
ORDINANCE OF THE CITY COMMISSION OF THE CITY OF
PADUCAH, KENTUCKY AUTHORIZING AND PROVIDING FOR
THE ISSUANCE OF THE CITY OF PADUCAH, KENTUCKY
EDUCATIONAL DEVELOPMENT REVENUE BONDS
(PADUCAH COLLEGE PROJECT), SERIES 2004, IN THE
PRINCIPAL AMOUNT OF $900,000.
WHEREAS, the City of Paducah, Kentucky, (the "City"), a municipal corporation of the
second class, in McCracken County, Kentucky, is authorized and empowered by Sections
103.200 to 103.286, inclusive, of the Kentucky Revised Statutes, as amended (the "Act"), to
issue bonds and lend the proceeds of the bonds to any person to defray the costs of a "building"
project as defined in the Act; and
WHEREAS, Paducah Junior College, Inc., a Kentucky nonprofit corporation (the
"Borrower"), desires to acquire, construct and equip additional educational facilities on a site
described in the Trust Indenture (hereinafter identified), through the assistance of the City by the
issuance of City of Paducah, Kentucky Educational Development Revenue Bonds (Paducah
College Project), Series 2004 (the 'Bonds"), pursuant to the Act, which "building" project has
been and will continue to be used and leased by the Borrower to the West Kentucky Community
and Technical College as part of its existing educational facilities, and for uses incidental thereto
(the "Project"); and
WHEREAS, under the terms of a proposed Loan Agreement (hereinafter identified), the
Borrower has agreed to pay the City sufficient amounts in ample time to pay the principal and
interest requirements of the Bonds, and which payments shall be pledged, together with the Loan
Agreement itself, as security for the payment of the principal of and interest on the Bonds; and
WHEREAS, the City has found that the operation of the proposed Project will tend to
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relieve existing conditions of unemployment in the City and the surrounding area and will
otherwise promote the general welfare and educational and economic development of the City
and all of its citizens and inhabitants;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY OF PADUCAH,
KENTUCKY:
1. Authorization of Bonds. For the purpose of paying the costs, not otherwise
provided, of financing the Project, the City hereby authorizes and approves the issuance of its
City of Paducah, Kentucky Educational Development Revenue Bonds (Paducah College Project)
Series 2004 in the aggregate principal amount of $900,000 (the 'Bonds"), which amount shall be
the maximum amount of such Bonds to be outstanding at any one time, issued as fully registered
Bonds, in said amount, which Bonds may be exchanged for and/or reissued, as more fully
provided for in the Trust Indenture hereinafter approved. The Bonds shall bear interest at such
rate and shall be payable in such amounts and at such times as specified in the Bond Purchase
Agreement (hereinafter approved), all as agreed upon by the City, the Borrower and the
Purchaser (hereinafter identified), pursuant to Section 103.230 of the Kentucky Revised Statutes;
provided, however, that the maximum rate of interest on the Bonds shall not exceed seven
percent (7%) per annum.
2. Approval and Authorization of Execution of Various Documents; Loan
Agreement; Trust Indenture; Bond Purchase Agreement. The following documents
substantially in the form attached to this Ordinance, are hereby approved, subject to such minor
changes, changes of dates, insertions or omissions as may be approved by the Mayor, such
approval to be conclusively evidenced by the execution of said documents, in order to effectuate
the purposes of this Ordinance; and the Mayor is hereby authorized to execute and acknowledge
same for and on behalf of the City; and the City Clerk is authorized to attest same and to affix
thereto the corporate seal of the City. Said documents are hereby ordered to be filed in the office
of the City Clerk, labeled respectively, Exhibits A through C, as identified below, and each of
said documents is ordered to be recorded with this Ordinance in the official records of the City:
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(a) The Loan Agreement (the "Loan Agreement"), to be dated as of October 1, 2004,
between the City and the Borrower. (Exhibit A)
(b) The Trust Indenture (the "Indenture"), to be dated as of October 1, 2004, between
the City and Union Planters Bank (the 'Bank"). (Exhibit B)
(c) The Bond Purchase Agreement (the 'Bond Purchase Agreement") between the
City and Union Planters Bank (the "Purchaser"), and also approved by the Borrower,
providing for the sale of the Bonds to the Purchaser at the aggregate price, at the interest
rate stated therein, and upon the respective terms and conditions set forth in said Bond
Purchase Agreement. The approval of said Bond Purchase Agreement by the Borrower
and a separate letter from the Borrower to the City evidences the request of the Borrower
that the Bonds be sold at private sale upon a negotiated basis, as authorized by KRS
103.230. (Exhibit C)
3. Disbursement of Proceeds of Bonds. The Borrower and the Trustee are authorized
to carry out the procedures specified in the Indenture for the financing of the Project and for the
payment from time to time of the costs of such financing and related expenses as same
progresses.
4. Revenues of the Project. The revenues of the Project, including the Loan payments
to be received by the City under the terms of the Loan Agreement, are determined to be
sufficient to pay the principal of and interest on the Bonds, together with the fees and expenses
of the Trustee, as the same become due and payable; and all of said payments and any and all
other payments, revenues and proceeds received under the Loan Agreement in connection with
the Project are hereby pledged to secure all such payments, and in addition, for such other
purposes as are more fully specified in the Indenture.
5. Execution of Bonds. The Bonds shall be executed in the manner provided in the
Indenture and shall be delivered to the Trustee for proper authentication and delivery by the
Trustee to the Purchaser, with instructions to that effect, as provided in the Indenture.
6. Mayor and Other City Officials to Take Any Other Necessary Action. Pursuant
to the Constitution and Laws of the Commonwealth of Kentucky, the Mayor, the City Clerk and
all other appropriate officials of the City are hereby authorized and directed to take any and all
further action and to execute and deliver all other documents as may be reasonably necessary to
effect the issuance and delivery of the Bonds.
7. Limited Obligation. The Bonds shall not be a general obligation of the City but a
limited obligation payable solely from the amounts payable under the Loan Agreement and other
revenues of the Project. Neither the City, the Commonwealth of Kentucky nor any other
political subdivision of the Commonwealth shall be obligated to pay the principal of or interest
on such Bonds or other costs incident thereto except from the revenues of the Project pledged
therefor. Neither the faith and credit nor the taxing power of the City, the Commonwealth or any
political subdivision of the Commonwealth is pledged to the payment of the principal of, or
premium, if any, or interest on the Bonds or other costs incident thereto.
8. Compliance with Federal Arbitrage Requirements. The City has approved the
covenant in the Indenture that sums derived from the proceeds of the Bonds shall not be invested
in a manner which would cause the Bonds to be treated as "arbitrage bonds" within the meaning
of Section 148 the Code and the applicable Regulations thereunder.
Prior to or at the time of delivery of the Bonds, the Mayor, the City Clerk and/or the City
Treasurer, who are jointly and severally charged with the responsibility for the issuance of the
Bonds, are authorized to execute the appropriate certification with reference to the matters
required and contemplated by the Code and the applicable Regulations, setting out all known and
contemplated facts concerning the anticipated construction, expenditures and investments,
including the execution of necessary and/or desirable certifications contemplated by the Code
and the applicable Regulations in order to assure that interest on the Bonds will be exempt from
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all federal income taxes and that the Bonds will not be treated as "arbitrage bonds". Such
officers are entitled to rely upon information furnished by the Borrower in making such
certifications and representations unless they, or either of them, shall be aware of any fact or
circumstances which would cause such certifications or representations to be questioned.
Notwithstanding anything herein to the contrary, neither the City nor any official of the
City shall be liable for any act or omission of the City or such official, to the Borrower, the
Trustee, or any owner of the Bonds for failure to comply with any covenant or certifications
herein made or made in any of the documents relating to the issuance of the Bonds and the Loan
Agreement and the Indenture shall so provide.
9. Public Approval Requirement. The enactment of this Ordinance shall be construed
to constitute the public approval requirements of Section 147(f) of the Internal Revenue Code.
10.Designation of Bonds as Qualified Tax-exempt Obligations. Pursuant to Section
265 of the Internal Revenue Code of 1986, the City hereby declares that it does not reasonably
anticipate issuing more than $10,000,000 of qualified tax-exempt obligations during the calendar
year of 2004 and that it designates the Bonds as "qualified tax-exempt obligations".
11.Severability Clause. If any section, paragraph, clause or provision of this Ordinance
shall be ruled by any court of competent jurisdiction to be invalid, the invalidity of such section,
paragraph, clause or provision shall not affect any of the remaining provisions hereof.
12. Captions of Clauses. The captions of this Ordinance are for convenience only and
are not to be construed as part of this Ordinance nor as defining or limiting in any way the scope
or intent of the provisions hereof.
13.Provisions in Conflict Repealed. All ordinances, resolutions and orders, or parts
thereof, in conflict with the provisions of this Ordinance, are, to the extent of such conflict,
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hereby repealed.
14. Effective Date of Ordinance. This Ordinance shall take effect from and after its
enactment, adoption, approval and publication of Notice of Enactment and Summary hereof
(including the title and a certified summary of this Ordinance), which publication is hereby
approved and ordered to be made by the City Clerk, pursuant to KRS Chapter 83A and KRS
103.210.
Introduced and given first reading by the City Commission on November 9, 2004.
Given second reading and enacted by the City Commission on November 23, 2004.
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Attest:
aiiGr
X&ck
l City Clerk
Published by The Paducah Sun, November 29, 2004
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CERTIFICATE OF CITY CLERK
I, Tammy Brock, hereby certify that I am the duly qualified and acting City Clerk of the
City of Paducah, Kentucky, that the foregoing Ordinance is a true copy of an Ordinance
introduced and given first reading on November 9, 2004 and given second reading and 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 said City Commission held on
November 23, 2004, as shown by the official records in my custody and under my control, that
Notice of the Enactment and Summary of said Ordinance has been ordered to be published as
required by law (KRS Chapter 83A and KRS 103.210), and that said Ordinance appears as a
matter of public record in the official City records.
I further certify that said meetings were duly held in accordance with all applicable
requirements of Kentucky law, including KRS 61.810, 61.815, 61.820 and 61.823, that a quorum
was present at each of said meetings, that said Ordinance has not been modified, amended,
revoked or repealed, and that same is now in full force and effect.
IN WITNESS WHEREOF, I have hereto set my hand as City Clerk and the official seal
of the City this 23rd day of November, 2004.
(Seal of City)
\ord\Bond-PJC
City Clerk
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