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HomeMy WebLinkAbout2020-08-8646ORDINANCE NO. 2020-08-8646 AN ORDINANCE OF THE CITY OF PADUCAH, KENTUCKY AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 2020B IN THE AGGREGATE PRINCIPAL AMOUNT OF $2,945,000 (SUBJECT TO A PERMITTED ADJUSTMENT INCREASING THE SIZE OF THE BONDS BY UP TO $295,000 OR DECREASING THE SIZE OF THE BONDS BY ANY AMOUNT) FOR THE PURPOSE OF REFUNDING THE OUTSTANDING CITY OF PADUCAH, KENTUCKY GENERAL OBLIGATION REFUNDING BONDS, SERIES 2010B MATURING ON OR AFTER JUNE 1, 2021, THE PROCEEDS OF WHICH WERE USED TO REFUND THE ORIGINAL COSTS OF FINANCING THE EXPANSION OF THE JULIAN CARROLL CONVENTION CENTER AND THE CONSTRUCTION OF THE FOUR RIVERS CENTER FOR THE PERFORMING ARTS; AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF AN AMENDED AND RESTATED INTERLOCAL COOPERATION AGREEMENT BY AND AMONG THE CITY OF PADUCAH, KENTUCKY, THE COUNTY OF MCCRACKEN, KENTUCKY, THE PADUCAH CONVENTION AND VISITORS BUREAU, THE PADUCAH- MCCRACKEN COUNTY CONVENTION CENTER CORPORATION, AND THE MCCRACKEN COUNTY SPORTS TOURISM COMMISSION IN CONNECTION WITH THE ISSUANCE OF THE BONDS; APPROVING THE FORM OF THE BONDS; AUTHORIZING DESIGNATED OFFICERS TO EXECUTE AND DELIVER THE BONDS; AUTHORIZING AND DIRECTING THE FILING OF NOTICE WITH THE STATE LOCAL DEBT OFFICER; PROVIDING FOR THE PAYMENT AND SECURITY OF THE BONDS; CREATING A BOND PAYMENT FUND; MAINTAINING THE HERETOFORE ESTABLISHED SINKING FUND; AUTHORIZING ACCEPTANCE OF THE BIDS OF THE BOND PURCHASER FOR THE PURCHASE OF THE BONDS; AUTHORIZING OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE BONDS AND THE PLAN OF REFUNDING; AND REPEALING INCONSISTENT ORDINANCES. WHEREAS, in furtherance of the public purposes of the City of Paducah, Kentucky (the "City") in fostering economic development in the City and the well-being of the citizens, residents, and inhabitants of the City, the City, the County of McCracken, Kentucky (the "County"), Paducah Convention and Visitors Bureau, f/k/a the Paducah -McCracken County Convention and Visitors Bureau (the "Bureau"), and the Paducah -McCracken County Convention Center Corporation (the "Corporation") previously determined that it was necessary and desirable to finance the expansion of the Julian Carroll Convention Center and to construct the Four Rivers Center for the Performing Arts (collectively, the "Project"); and WHEREAS, in conjunction with the plan of financing and pursuant to the Constitution and laws of the Commonwealth of Kentucky, and particularly Section 65.210 through 65.300 of the Kentucky Revised Statutes, as amended (the "Interlocal Act"), the City, the County, the Bureau, and the Corporation entered into an Interlocal Cooperation Agreement on dated as of June 1, 2001 (the "2001 Interlocal Cooperation Agreement"), whereunder certain rights and duties of the City, the County, the Corporation, and the Bureau were established with respect to the financing and operation of the Project; and WHEREAS, pursuant to the 2001 Interlocal Agreement and in order to finance the Project, the City heretofore issued its $9,290,000 General Obligation Bonds, Series of 2001 (Convention and Arts Center Projects) (the "2001 Bonds"); and WHEREAS, pursuant to the 2001 Interlocal Agreement and in furtherance of the plan of financing the Project, the County issued to the City its $4,645,000 General Obligation Note, Series of 2001 (the "2001 Note"); and WHEREAS, pursuant to the 2001 Interlocal Agreement and in order to refinance the costs of the Project and refunding the 2001 Bonds, the City issued its $7,165,000 City of Paducah, Kentucky General Obligation Refunding Bonds, Series 2010B (the "2010B Bonds"); and WHEREAS, pursuant to the 2001 Interlocal Agreement and in furtherance of the plan of refinancing the 2001 Bonds, the County issued to the City its $3,582,500 General Obligation Refunding Note, Series 2010 (the "2010 Note"); and WHEREAS, on August 26, 2019, the City, the County, the Bureau, the Corporation, and the McCracken County Sports Tourism Commission (the "Sports Commission") amended and restated the 2001 Interlocal Agreement through the adoption of a new Internal Cooperation Agreement (the "2019 Interlocal Agreement") and also added the Sports Commission as a party thereto; 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 "Act"), a city or a county may issue bonds or notes, subject to the requirements of the Act, to refund outstanding bonds, notes, or obligations issued to pay all or any portion of the costs of any public project that such city or county is authorized to acquire, improve, or construct; and WHEREAS, the City, the County, Bureau, the Corporation, and the Sports Commission (collectively, the "Project Participants") have determined that the present conditions of the municipal market are more favorable than at the time the 2010B Bonds were issued and that it is therefore advantageous and in the best interests of the Project Participants for the City to proceed with the issuance of its General Obligation Refunding Bonds, Series 2020B in the approximate principal amount of $2,945,000 (which amount may be increased by up to $295,000 or decreased by any amount) (the "Bonds") to refund the 2010B Bonds maturing on or after June 1, 2021 and enable the Project Participants to realize debt service savings; and WHEREAS, in conjunction with the refunding of the 2010B Bonds, the County shall issue to the City its General Obligation Refunding Note, Series 2020B in an aggregate principal amount equal to 50% of the aggregate principal amount of the Bonds (the "Refunding Note"); and WHEREAS, it is further necessary and desirable in connection with the plan of refunding for the Project Participants to enter into an Amended and Restated Interlocal Cooperation Agreement (the "2020 Interlocal Agreement"), subject to approval by the Commonwealth of Kentucky's Office of the Attorney General or Department for Local Government, to amend certain references in the 2019 Interlocal Agreement to the 2010B Bonds to mean the Bonds and any obligations issued to refund the Bonds; and WHEREAS, the City desires to now proceed with the plan of refunding the 2010B Bonds maturing on or after June 1, 2021 through the issuance of the Bonds to be sold and awarded to the successful bidder (the "Purchaser") at public, competitive sale in accordance with the provisions of Chapter 424 of the Kentucky Revised Statutes. NOW, THEREFORE, BE IT ORDAINED by the City of Paducah, Kentucky, as follows: Section 1. Necessity, Authorization, and Purpose. The City hereby declares that it is necessary to issue and authorizes the issuance of its General Obligation Refunding Bonds, Series 2020B, in an aggregate principal amount of $2,945,000, subject to a permitted adjustment (the "Permitted Adjustment") increasing the principal amount of Bonds awarded to the Purchaser thereof by up to $295,000 or decreasing the principal amount of the Bonds award to the Purchaser thereof by any amount, for the purpose of (i) refunding the 2010B Bonds maturing on or after June 1, 2021 and (ii) paying the costs of issuance of the Bonds. Notwithstanding anything contained in this Bond Ordinance to the contrary, only $2,945,000 of Bonds shall be offered for sale in accordance with the provisions hereof, and the determination of the best bids for the Bonds shall be made on the basis of all bids submitted for exactly $2,945,000 principal amount of Bonds; provided however, the Permitted Adjustment is i 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 $295,000 or a minimum of any amount. 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 $2,945,000 of Bonds bid. -2- Section 2. Form of Bonds. The Bonds shall be issued as fully registered Bonds, shall be designated "General Obligation Refunding Bonds, Series 202013", 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 attached hereto. 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 each be dated their date of initial issuance and delivery, or such other date as is determined in an Award Certificate accepting the bids of the Purchaser (the "Award Certificate") to be executed by the Mayor on the date of the sale of the Bonds. Interest on the Bonds shall be payable each June 1St and December 1St (an "Interest Payment Date"), commencing December 1, 2020, at the stated interest rate or rates on the principal amount thereof. The Bonds shall be serial or term Bonds maturing or subject to mandatory sinking fund redemption on June 1, 2021 and each June 1' thereafter in the years and in the amounts to be established in the Award Certificate 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 Award Certificate but shall be no later than June 1, 2026. The interest rate or rates on the Bonds shall be determined in the Award Certificate based on the Bid; provided that the true interest cost of the Bonds shall not exceed six percent (6.0%). The Bonds shall not be subject to optional redemption prior to their respective maturities. At least thirty days before the optional or mandatory sinking fund redemption date of any Bonds, U.S. Bank National Association (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. Notwithstanding the foregoing, any such redemption may be conditioned upon funds being deposited with the Paying Agent and Registrar on or before the applicable redemption date in an amount sufficient to carry out such redemption. A failure to make such deposit shall not constitute an event of default under this Resolution and the redemption in such event shall be cancelled. If the City knows in advance of an applicable redemption date that the necessary deposit will not occur, the City shall notify the Paying Agent and Registrar with instructions to give notice to the registered holders of the cancellation of the redemption. Section 3. Execution and Delivery. The Bonds shall be executed by the manual or facsimile signature of the Mayor and duly attested by the manual or facsimile signature of the City Clerk (which, together with any other person as may be authorized by resolution are referred to as "Designated Officers") and shall have the seal of the City or a facsimile thereof affixed thereto. Additionally, the Bonds shall bear the manual authenticating signature of the Paying Agent and Registrar. The Designated Officers are further authorized and directed to deliver the Bonds to the Purchaser to the County, upon the terms and conditions provided herein, in the Award 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. -3- 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. 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 with respect to the Bonds, including without limitation the filing with the State Local Debt Officer required by law. Section 6. Bond Payment Fund; Payment of Bonds. There is hereby established with the Paying Agent and Registrar a bond payment fund in the name of the City to be known as the "City of Paducah, Kentucky General Obligation Refunding Bonds, Series 2020B Bond Payment Fund" (the "Bond Payment Fund"), into which the City covenants to deposit, and into which the Designated Officers are hereby authorized and directed to deposit (i) all amounts received from the Bureau and the County under the 2020 Interlocal Agreement, (ii) all payments received under the Refunding Note and, (iii) from the Sinking Fund (hereinafter defined), on or before the twenty- fifth day of each month which precedes an Interest Payment Date, the amount required to pay principal of and interest due on the Bonds on such Interest Payment Date. The Paying Agent and Registrar shall, without further authorization from the City, withdraw from the Bond Payment Fund, on such Interest Payment Date, the amounts necessary to pay principal of, and interest on, the Bonds to the registered owner of the same. The Paying Agent and Registrar is hereby appointed depository of the Bond Payment Fund with respect to the Bonds. If the City shall fail or refuse to make any required deposit in the Bond Payment Fund from the Sinking Fund, the Paying Agent and Registrar shall (i) notify any agency of the Commonwealth of Kentucky or any political subdivision thereof which may collect and distribute taxes or revenues for the City to seek any available necessary or proper remedial action; and (ii) upon being indemnified against cost and expense, exercise any remedy provided in the Act or at law or in equity for the benefit of the owner of the Bonds or its assignee, and shall disburse all funds so collected to the owners of the Bonds as payment of the Bonds. Section 7. General Obligation. The Bonds shall be full general obligations of the City and, for the payment of the Bonds, and the interest thereon, the full faith, credit and taxing power of the City are hereby pledged for the prompt payment thereof. During the period the Bonds 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 when and as due, it being hereby found and determined that current tax rates are within all applicable limitations. The 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 the years are certified, extended and collected. The tax shall be placed before and in preference to all other items and for the full amount thereof provided, however, that in each year to the extent that the other lawfully available funds of the City are available for the payment of the Bonds, including amounts available under the Interlocal Agreement, 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 City Commission of 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 any of the Bonds shall remain outstanding. The funds derived from the tax levy required by Section 7 hereof or other lawfully available funds shall be placed in the Sinking Fund and, together with interest collected on the same, are irrevocably pledged for the payment of the interest on and principal of all bonds issued under the Act and Tax -Supported Leases, as defined in the Act, when and as the same fall due. Amounts shall be transferred from the Sinking Fund to the Bond Payment Fund at the times and in the amounts required by Section 6 hereof. Section 9. Pledge of Amounts Received Under the 2020 Interlocal Agreement and Refunding Note to Payment of Bonds. In addition to the pledge of the full faith, credit, and taxing power of the City and the levy of an annual tax sufficient to pay the principal of and interest on the Bonds when and as due, the City hereby unconditionally and irrevocably pledges the totality of (i) amounts to be received by the City from the County and the Bureau under the 2020 Interlocal Agreement during the period that any of the Bonds are outstanding and (ii) amounts received under the Refunding Note. All sums collected by the City from the Bureau and the County under the 2020 Interlocal Agreement and from the County under the Refunding Note shall be immediately deposited in the Bond Payment Fund and held separate and apart from all other funds of the City. Amounts and shall be used solely to pay 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; Award 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 Award Certificate. The Mayor of the City is hereby authorized to execute the Award Certificate establishing the terms of the Bonds described herein without any further action by the City Commission. Section 11. Bonds Registered Owners; Transfer; Exchange. As long as the Bonds executed and delivered hereunder shall remain outstanding, the Paying Agent and Registrar shall maintain an office for the Registration of such Bonds and shall also keep at such office books for such registration and transfers. The registered owner of the Bonds, as set forth in the registration books maintained by the Paying Agent and Registrar on the fifteenth day preceding the an Interest Payment Date, or its assignees, for purposes of this Ordinance, to the extent of its interest, shall be treated as the owner of the applicable Bonds and shall be entitled to all rights and security of the owner of the Bonds hereunder. Upon surrender for registration of transfer of Bonds at the office of the Paying Agent and Registrar with a written instrument of transfer satisfactory to the Paying Agent and Registrar, duly executed by the registered owner or the registered owner's duly authorized attorney, the Paying Agent and Registrar shall execute and deliver, in the name of the designated transferee or transferees, one or more Bonds of the same series of any authorized denomination and of a like tenor and effect. All Bonds, upon surrender thereof at the office of the Paying Agent and Registrar, may, at the option of the registered owner thereof be exchanged for an equal aggregate principal amount of Bonds of the same series of any authorized denomination. In all cases in which the privilege of exchanging or transferring Bonds is exercised, the Paying Agent and Registrar shall execute and deliver Bonds in accordance with the provisions of this Section. Every such exchange or transfer of Bonds, whether temporary or definitive, shall be without charge; provided that the Paying Agent and Registrar may impose a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. Section 12. Disposition of Proceeds of Bonds. The proceeds of the sale of the Bonds shall be deposited, together with other available funds, as follows: (a) accrued interest, if any, shall be deposited to the Bond Payment Fund created in Section 6 hereof; (b) an amount sufficient to refund the 2010B Bonds maturing on or after June 1, 2021 shall be deposited to the Bond Payment -5- Fund established by the ordinance authorizing the 2010B Bonds; and (c) the remainder of the proceeds shall be deposited to a special cost of issuance fund hereby directed to be established and designated as the "City of Paducah, Kentucky General Obligation Refunding Bonds, Series 2020B Cost of Issuance Fund" (the "Cost of Issuance Fund") and used to pay the costs of issuing the Bonds. Section 13. Approval and Authorization of 2020 Interlocal Agreement. The City hereby approves the 2020 Interlocal Agreement in substantially the form attached hereto as Annex B and made a part hereof. It is hereby found and determined that the 2020 Interlocal Agreement is to be entered into in furtherance of proper public purposes of the City and in accordance with the provisions of the Interlocal Act. It is further determined that it is necessary and desirable and in the best interests of the City to enter into the 2020 Interlocal Agreement for the purposes therein specified, and the execution and delivery of the 2020 Interlocal Agreement is hereby authorized and approved. The Mayor and Clerk of the City are hereby authorized to execute the 2020 Interlocal Agreement, together with such other agreements, instruments, or certifications which may be necessary to accomplish the transactions contemplated by the 2020 Interlocal Agreement with such changes in the 2020 Interlocal Agreement not inconsistent with this Ordinance and not substantially adverse to the City as may be approved by the officials executing the same on behalf of the City. The approval of such changes by the officials, and that such are not substantially adverse to the City, shall be conclusively evidenced by the execution of such 2020 Interlocal Agreement by such officials. Section 14. Further Actions. In connection with the undertaking and implementation by the City of the plan of refunding herein described, which is hereby expressly directed, the Designated Officers are hereby authorized and directed to take and carry out such further necessary, desirable or appropriate actions to effect such plan of refunding. Section 15. Discharge of Ordinance. If the City shall pay or cause to be paid, or there shall otherwise be paid, to the owners of the Bonds the total principal and interest due or to become due thereon through maturity, in the manner stipulated therein and in this Ordinance, then the pledges made under this Ordinance, and all covenants, agreements, and other obligations of the City hereunder, shall thereupon cease, terminate, and become void and be discharged and satisfied. Section 16. Designation of Bonds. The Bonds shall not constitute "qualified tax-exempt obligations" for the purposes of § 265(b)(3) of the Internal Revenue Code of 1986, as amended. The City anticipates issuing more than $10,000,000 of "qualified tax-exempt obligations" during calendar year 2020. Section 17. Severability. If any one or more of the provisions of this Ordinance should be determined by a court of competent jurisdiction to be contrary to law, then such provisions shall be deemed to be severable from all remaining provisions and shall not affect the validity of such other provisions. Section 18. Inconsistent Actions. All prior ordinances, resolutions, orders, or parts thereof inconsistent herewith are hereby repealed. Section 19. Open Meetings Compliance. All meetings of the City Commission and of its committees and any other public bodies, at which the formal actions in connection with the issuance of the Bonds were taken, or at which deliberations that resulted in such formal actions were held, were open meetings, and such formal actions were taken and any such deliberations took place while such meetings, after proper notice, were open to the public, in compliance with all legal requirements including KRS Sections 61.805 through 61.850. Section 20. 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 August 11, 2020. PUBLICLY READ, ADOPTED, AND APPROVED ON SECOND READING, on August 12, 2020. Attest: By: rVA IA.d2!'a� City Cler CITY OF PADUCAH, KENTUCKY By: Ma &r 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 August 12, 2020, on the same occasion signed by the Mayor as evidence of his approval, and now in full force and effect, all as appears from the official records of the City in my possession and under my control. Witness my hand and the seal of the City as of August 12, 2020. By: d' —P�. , '�� City le k [SEAL] Introduced by the Board of Commissioners, August 11, 2020 Adopted by the Board of Commissioners, August 12, 2020 Recorded Lindsay Parish, City Clerk, August 12, 2020 Published by The Paducah Sun, August 16, 2020 ORD\FINANCE\2020B Bonds — Refund 2010B ANNEX A TO BOND ORDINANCE Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to issuer or its agent for registration of transfer, exchange, or payment and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. COMMONWEALTH OF KENTUCKY CITY OF PADUCAH, KENTUCKY GENERAL OBLIGATION REFUNDING BOND, SERIES 2020B No. R-[ ] $[� DATE OF MATURITY INTEREST RATE ORIGINAL ISSUE DATE CUSIP [_1% 1 June 1, 20[ 1 REGISTERED HOLDER: CEDE & CO. 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 the 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, 2020, at the Interest Rate per annum identified above, calculated on the basis of a 360 day year with 30 -day months, except as the provisions hereinafter set forth with respect to prior redemption may be and become applicable hereto. The principal of and interest on this bond are payable, without deduction for exchange, collection, or service charges, in lawful money of the United States of America. Principal is payable at the designated corporate trust office of U.S. Bank National Association, Louisville, Kentucky, or any successor (the "Paying Agent and Registrar") or by other transfer of funds acceptable to the Paying Agent and Registrar and such owner. All interest on this bond and principal payable prior to the final maturity date shall be payable by check or draft mailed to the record date registered holder hereof at the address shown on the registration records kept by the Paying Agent and Registrar or by other transfer of funds acceptable to the Paying Agent and Registrar and such owner. The record date shall be the fifteenth day of the month preceding each interest payment date. This Bond is one of an issue of Bonds of like tenor and effect, except as to denomination and maturity, numbered from R-1 upward, inclusive, of the denomination of $5,000 or any integral multiple thereof originally aggregating U Dollars ($r ]) in principal amount, issued for the purpose of (i) refunding in advance of maturity the outstanding City of Paducah, Kentucky General Obligation Refunding Bonds, Series of 2010B (the "2010B Bonds"), the proceeds of which were used to refinance the costs of the expansion of the Julian Carroll Convention Center and to construct the Four Rivers Center for the Performing Arts (collectively, the "Project") 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 August 12, 2020 (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 taxing power of the City are pledged to the payments due hereunder. THIS BOND IS CONTINUALLY SECURED BY THE FAITH, CREDIT, AND TAXING POWER OF THE CITY. This Bond is further secured by all amounts received or to be received by the City (i) from pledged transient room taxes dedicated to the Bonds under an Amended and Restated A-1 Interlocal Cooperation Compact dated as of [Interlocal Agreement Date] (the "2020 Interlocal Agreement") among the City, the County of McCracken, Kentucky (the "County"), the Paducah Convention and Visitors Bureau f/k/a the Paducah -McCracken County Convention and Visitors Bureau (the "Bureau"), the Paducah -McCracken County Convention Center Corporation, and the McCracken County Sports Tourism Commission (ii) from the Bureau, the County, and the City under the 2020 Interlocal Agreement and (iii) under a general obligation note (the "2020 Refunding Note") of 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 11 day of June of the following years, in the respective principal amounts and bear interest at the following rates of interest: Maturity Interest Date Amount Rate June 1, 2021 $[] [1% June 1, 2022 $[] r1% June 1, 2023 $r I r]% June 1, 2024 $[ I r ]% June 1, 2025 $r] r ]% June 1, 2026 $r ] []% The Bonds shall not be subject to optional redemption prior to their respective maturities. [Insert any mandatory sinking fund redemption provisions.] At least thirty 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. Notwithstanding the foregoing, any such redemption may be conditioned upon funds being deposited with the Paying Agent and Registrar on or before the applicable redemption date in an amount sufficient to carry out such redemption. A failure to make such deposit shall not constitute an event of default under this Resolution and the redemption in such event shall be cancelled. If the City knows in advance of an applicable redemption date that the necessary deposit will not occur, the City shall notify the Paying Agent and Registrar with instructions to give notice to the registered holders of the cancellation of the redemption. 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 EW and due form and manner as required by law; that the faith, credit, and taxing power 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 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. A-3 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: CITY OF PADUCAH, KENTUCKY in Mayor City Clerk CERTIFICATE OF AUTHENTICATION This is to certify that this Bond is one of the Bonds described hereinabove. Date of Authentication: CERTIFICATE Authorized Signature U.S. Bank National Association Paying Agent and Registrar It is hereby certified that the following is a correct and complete copy of the text of the legal opinion of Dinsmore & Shohl LLP, Attorneys, Louisville, 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 the issue and a copy of which is on file with the undersigned. City Clerk [FORM OF APPROVING OPINION] ME 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 the 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. A-5 ANNEX B TO BOND ORDINANCE FORM OF 2020 INTERLOCAL AGREEMENT AMENDED AND RESTATED INTERLOCAL COOPERATION AGREEMENT This AMENDED AND RESTATED INTERLOCAL COOPERATION AGREEMENT (this "Agreement") is made and entered into as of August 13, 2020, by and among the CITY OF PADUCAH, KENTUCKY (the "City"), the COUNTY OF McCRACKEN, KENTUCKY (the "County"), the PADUCAH CONVENTION AND VISITORS BUREAU f/k/a the Paducah - McCracken County Tourist and Convention Commission (the "Bureau"), the PADUCAH- McCRACKEN COUNTY CONVENTION CENTER CORPORATION (the "Corporation"), and the McCRACKEN COUNTY SPORTS TOURISM COMMISSION (the "Sports Commission"). WITNESSETH: WHEREAS, the parties entered into an Interlocal Cooperation Agreement on August 26, 2019 (the "Prior Agreement") pursuant to the provisions of KRS 65.210 to 65.300 for the purpose of establishing their respective rights and responsibilities with respect to tourism, convention, and recreation activities within the City of Paducah and McCracken County and to further provide for the obligations of the City and the County with respect to the levy, collection, and application of revenues received from the City Room Tax and the County Room Tax (as defined therein) respectively, including the use of such revenues to pay debt service on indebtedness incurred by the City to foster tourism, convention, and recreation activities with the City of Paducah and McCracken County; and WHEREAS, the City desires to refinance a portion of the indebtedness reflected in the Prior Agreement and therefore the parties wish to amend and restate the Prior Agreement pursuant to KRS 65.210 to 65.300 to extend the requirements of the Prior Agreement regarding the City Room Tax and the County Room Tax to financings of the indebtedness referenced therein. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AMONG THE PARTIES, IT IS AGREED AS FOLLOWS: ARTICLE I - THE BUREAU Section 1.1 - County Withdrawal. The McCracken County Fiscal Court, by its own unilateral action, will take official action to withdraw from the jointly -created Paducah -McCracken County Tourist and Convention Commission, effective October 1, 2019. Section 1.2 - City Acceptance. Upon notice of the County's withdrawal, the City will pass a city ordinance to accept and assume the current and existing Bureau, along with all of its assets, liabilities, and employees, and establish it as the Paducah Convention and Visitors Bureau. The City will repeal, amend, and/or revise its ordinances, resolutions, and all amendments and supplements thereto governing its relationship with the Bureau to reflect its sole sponsorship thereof, and will continue its awarding -winning and accredited work promoting recreational, convention, and tourist activities. Section 1.3 - Legal Entity. As the Bureau is already established and exists with taxpayer identification numbers and all other corporate formalities, it is the express intent of the parties that the status of the legal entity shall not change. The City's revised ordinances will reflect acceptance of the same board members, same employees, same personnel and employment benefits, same contracts, same vendors, same assets, and same liabilities as are currently held by the Bureau. The only changes will be that future board members will be appointed by the City only, in compliance with state statutes, and funded by the City Room Tax, in compliance with state statutes. Section 1.4 - Purpose. The Bureau will continue to undertake any activity permitted by statute, and will continue its current focus and work on all tourism -related activity in the County, including sports and recreation. ARTICLE II - THE SPORTS COMMISSION Section 2.1 - The Sports Commission. The McCracken County Fiscal Court did establish the McCracken County Sports Tourism Commission pursuant to KRS 91A.350, et seq. Section 2.2 - Purpose. The Sports Commission may undertake any activity permitted by statute; however, its primary focus will be sports tourism. It will pursue a sports commission accreditation. Section 2.3 - Intent to be bound. The parties intend for the Sports Commission to be bound and be a party to this Agreement. ARTICLE 111 - DECLARATION OF PUBLIC POLICY Section 3.1 - Declaration. The parties hereby declare that it is in the best interest of each to cooperate in focusing their tourism; convention, and recreation efforts, and in developing the new sports attractions discussed herein. This is to be declared a public project, for public purposes, as defined in the Kentucky Revised Statutes. In accordance with this declaration, the parties have entered into this Agreement pursuant to the provisions of the Interlocal Act, so that the public policy goals herein may be realized by the parties. Section 3.2 - Cooperation and Collaboration. It is the express intent of the parties that the Bureau, the Sports Commission, and the Corporation shall work cooperatively and shall collaborate on projects related to the attraction, retention, and promotion of tourism, convention, and recreational activities and facilities. The parties agreed that a representative from each shall hold quarterly meetings to discuss cooperation and collaboration. It is anticipated that the Sports Commission and the Bureau will discuss the possibility of the Bureau initially mentoring the Sports Commission as it begins its program of work and management. However, nothing in this paragraph or agreement is intended to alter the Kentucky statutory framework (KRS 91A.350 through KRS 91A.390) of management of either the City's Bureau or the County's Sports Commission. Section 3.3 - City's Current Request for Qualification. The City has advertised a Request for Qualifications for the Development of Athletic Fields and Associated Facilities to develop designs for construction. This RFQ notes that that the working designs/plans must be acceptable to the City and the County with a working group including both City and County representatives. The Sports Commission will also be included. Section 3.4 - Sports Complex. The parties agree that the Sports Commission will pursue the long term development, design, construction, operation, maintenance, sales and marketing of tournament worthy sports facilities which will attract out-of-town tourists to our community. It is anticipated that the Sports Commission will consider, with input from the parties, both the short term and long term development and/or purchase of facilities which could service the tourism aspects of the following sports, including but not limited to, baseball, soccer, softball and volleyball (alphabetically and not in priority.) ARTICLE IV - COUNTY ROOM TAX Section 4.1 - County Room Tax. The Fiscal Court of the County shall take all actions necessary to cause the County to levy the County Room Tax on all Room Rents within the County's jurisdictional boundaries during the term of this Agreement. For so long as this Agreement is in effect, all County Room Tax Revenues shall be applied as follows: 33.33% (constituting Convention Center Room Tax Revenues) shall be deposited in the Bond Payment Fund in accordance with ARTICLE VII hereof; 16.67% shall be transferred to a convention center operating in McCracken County and designated by the McCracken County Fiscal Court as the County Convention Center; and 50.00% shall be transferred to the Sports Commission and applied by the Sports Commission for the purposes set forth herein. Notwithstanding any other provision of this Agreement, the County shall levy, collect, and apply the Convention Center Room Tax as set forth herein for so long as any Bond issued by the City is owed by the City or is outstanding. ARTICLE V - CITY ROOM TAX Section 5.1 - City Room Tax. The City shall take all actions necessary to cause the City to levy the City Room Tax on all Room Rents within the City's jurisdictional boundaries during the term of this Agreement. For so long as this Agreement is in effect, all City Room Tax Revenues shall be applied as follows: 75.00% shall be transferred to the Bureau and applied by the Bureau as set forth herein; and 25.00% shall be transferred to the Corporation and applied by the Corporation for the purposes set forth herein. Agency Transient Distribution Agency Room Tax Percentage McCracken County Sports 3% 50% Tourism Commission 4% 100% Convention Center and Fine Arts 2% 33.33% Center Escrow Account Convention Center operating in 1% 16.67% McCracken County and designated by the McCracken County Fiscal Court as the Convention Center -County Totals 6% 100% Notwithstanding any other provision of this Agreement, the County shall levy, collect, and apply the Convention Center Room Tax as set forth herein for so long as any Bond issued by the City is owed by the City or is outstanding. ARTICLE V - CITY ROOM TAX Section 5.1 - City Room Tax. The City shall take all actions necessary to cause the City to levy the City Room Tax on all Room Rents within the City's jurisdictional boundaries during the term of this Agreement. For so long as this Agreement is in effect, all City Room Tax Revenues shall be applied as follows: 75.00% shall be transferred to the Bureau and applied by the Bureau as set forth herein; and 25.00% shall be transferred to the Corporation and applied by the Corporation for the purposes set forth herein. Agency Transient Room Tax Distribution Percentage Convention and Visitors Bureau Paducah 3% 75% Convention Center Corporation 1% 25% Total 4% 100% ARTICLE VI - COLLECTION OF ROOM TAX Section 6.1 - Collection. The parties agree that the City Room Tax and the County Room Tax will be collected and handled by the McCracken County Treasurer, and enforcement will be handled by the McCracken County Attorney's office. The McCracken County Treasurer will receive and disburse the City Room Tax Revenues and the County Room Tax Revenues to the designated recipients thereof. Section 6.2 - Effective Date. The parties agree that the effective cut-off date for the distribution of the transient room tax monies pursuant to the 2010 Interlocal Cooperation Compact shall be the 1 st day of October, 2019. The parties also acknowledge that there is a two-month lag in the reporting and collection of the current transient room tax revenues. Accordingly, all monies due and owing prior to the effective date must be distributed in the same manner as was done before the imposition of the City Room Tax and the County Room Tax and allocations as set forth herein. ARTICLE VII -CURRENT CONTRACTS AND LIABILITIES The parties hereby acknowledge and agree that none of the terms described in this Agreement are intended to modify the substance of the existing agreements and arrangements among two or more of the parties regarding the payment of and the security for the Series 2010 Bonds and the Series 2017 Financing Lease. Given, however, that the financial support for the Bureau will change from the County to the City as a result of this Agreement, the parties hereby agree, for the purpose of maintaining such existing agreements and arrangements: (a) That the rights, duties, and obligations of the County, the City, and the Bureau under the 2010 Interlocal Cooperation Compact are hereby acknowledged and affirmed except to the extent such Compact is hereby amended and supplemented in accordance with the terms of conditions of the immediately following subsection (b). The County, the City, and the Bureau hereby agree and acknowledge that the amendments and supplements contained in the immediately following subsection (b) are not intended to substantively change the obligations of the County, the City, and the Bureau with respect to the funding of Debt Service for the Series 2010 Bonds, but to reaffirm their respective obligations in light of the parties' actions with respect to the Bureau reflected herein. (b) That for so long as any Bonds remain outstanding: (i) The County shall levy the Convention Center Room Tax and shall remit all Convention Center Room Tax Revenues to the City to pay Debt Service for the Bonds. The City shall deposit all Convention Center Room Tax Revenues in the Bond Payment Fund and shall apply, or shall cause the Paying Agent to apply, all Convention Center Room Tax Revenues to the payment of Debt Service for the Bonds. (ii) If the sum of Convention Center Room Tax Revenues deposited in the Bond Payment Fund five Business Days before any Debt Service Payment Date are insufficient to pay Debt Service on the immediately following Debt Service Payment Date, the City, the County, and the Bureau shall each deposit monies in the Bond Payment Fund, or cause monies to be deposited in the Bond Payment Fund, in amounts equal to one third of the Deficiency determined as of such date. (iii) If either the City or the Bureau fails to deposit the full amount required on any date pursuant to subsection (ii) above, the County shall deposit any additional amount needed before the applicable Debt Service Payment Date to permit the Paying Agent to pay the full amount of Debt Service due on such Debt Service Payment Date provided that such payment, when combined with all such prior payments by the County hereunder, do not exceed the principal balance of the County Note. (c) That the rights, duties, and obligations of the City and the County under the 2017 Interlocal Cooperation Agreement are hereby acknowledged and affirmed with respect to the Series 2017 Financing Lease. ARTICLE VIII - TERM This Agreement will become operational -and will have force and effect -upon its execution and approval by the Attorney General (pursuant to KRS 65.260) and the filing of this Agreement with the McCracken County Clerk. The term of this Agreement will be from its effective date through (and including) the fiscal year end after all Bonds are paid in full, whereupon this Agreement may be deemed terminated. ARTICLE IX - NON -LIABILITY OF OFFICERS AND EMPLOYEES No officer or employee of the City or County may be subjected to any personal liability for any debt or contract created by this Agreement, nor resulting from it. ARTICLE X - NATURE OF AGREEMENT The City and County agree to engage in a joint and cooperative undertaking within only the scope set out in this Agreement. They do not intend to create any relationship of surety or indemnification, nor responsibility for indebtedness, liabilities, or claims incurred by either the City or the County in their governmental operations. Furthermore, the execution of this Agreement will not constitute a waiver of any defense or immunity to which the City or County would otherwise be entitled under any applicable law. ARTICLE XI - AMENDMENT; TERMINATION This Agreement may only be amended or modified only by agreement and joint action of the parties hereto. Termination of the Agreement shall not affect the legal status or standing of the Bureau, Corporation, or Sports Commission, and each shall retain its own assets and property. Notwithstanding the foregoing, this Agreement may not be terminated for so long as any Bond or the Series 2017 Financing Lease are owed or outstanding. Upon the retirement and payment in full of all bonds, financing leases and/or any other long term debts or liabilities this Agreement may be terminated through unilateral action by either the City or the County upon giving one years written notice to all parties. ARTICLE XII - DEFINITIONS Capitalized terms used not otherwise defined in this Agreement shall have the following meanings: "Bond" or "Bonds" means the Series 2010 Bonds and/or any Refunding Bonds. "Bond Payment Fund" means, with respect to any particular series of Bonds, the bond payment fund established in the ordinance authorizing such series of Bonds. With respect to the Series 2010 Bonds, the "Bond Payment Fund" shall be the "General Obligation Refunding Bonds, Series 2010B Bond Payment Fund" established by the Series 2010 Ordinance. "City Room Tax" means an aggregate transient room tax levied by the City on Room Rents pursuant to Section 91A.390 of the Kentucky Revised Statutes equal to 4.0% of the amount of such Room Rents. "City Room Tax Revenues" means all tax revenues generated by the City's levy of the City Room Tax. "Convention Center Room Tax" means a transient room tax levied by the County on Room Rents pursuant to Section 91A.390 of the Kentucky Revised Statutes equal to 2.0% of the amount of such Room Rents. "Convention Center Room Tax Revenues" means all tax revenues generated by the County's levy of the Convention Center Room Tax. "County" means the County of McCracken, Kentucky, a county and a political subdivision of the Commonwealth of Kentucky. "County Room Tax" means an aggregate transient room tax levied by the County on Room Rents pursuant to Section 91A.390 of the Kentucky Revised Statutes equal to 6.0% of the amount of such Room Rents. The County Room Tax shall include the Convention Center Room Tax. "County Room Tax Revenues" means all tax revenues generated by the County's levy of the County Room Tax. "County Refunding Note" means any promissory note issued by the County and payable to the City in connection with the whole or partial refinancing of the Series 2010 Bonds or the refinancing of any other bond issued by the City to wholly or partially refinance the indebtedness initially represented by the Series 2010 Bonds. "County Note" means the County Series 2010 Note and/or any County Refunding Note. "County Series 2010 Note" means the County of McCracken, Kentucky General Obligation Refunding Note, Series 2010. "Debt Service" means all principal of and accrued interest payable on any Bonds in accordance with their terms or the terms of their authorizing ordinance. "Debt Service Payment Date" means the date of any scheduled payment of principal or interest for any Bonds. "Deficiency" means, with respect to any Debt Service Payment Date, the difference between the Debt Service Due on such Debt Service Payment Date and the amount of Convention Center Room Tax Revenues deposited in the Bond Payment Fund on the relevant date of determination. "First Amendment to Interlocal Cooperation Compact" means the First Amendment to Interlocal Cooperation Compact dated as of July 1, 2010, by and among the County, the City, the Bureau, and the Corporation. "Interlocal Act" means Sections 65.210 through 65.300 of the Kentucky Revised Statutes. "Paying Agent" means the paying agent appointed by the City to serve in that capacity in connection with a particular series of Bonds. With respect to the Series 2010 Bonds, the "Paying Agent" is The Bank of New York Mellon Trust Company, N.A., Dallas, Texas. "Refunding Bonds" means the Series 2020B Bonds and any bond issued or incurred by the City to wholly or partially refinance the Series 2020B Bonds. Refunding Bonds shall exclude any indebtedness incurred by the City to refund indebtedness other than the Series 2010 Bonds or the Series 2020B Bonds. "Room Rents" means the revenue produced by the rental by any person, company, corporation, or like or similar person of a suite, room, or rooms subject to taxation pursuant to Section 91A.390 of the Kentucky Revised Statutes. "Series 2010 Bonds" means the City of Paducah, Kentucky General Obligation Refunding Bonds, Series 2010 outstanding as of the date hereof in an aggregate principal amount of $3,610,000. "Series 2010 Ordinance" means Ordinance No. 2010-7-7714 adopted by the City Commission of the City of Paducah, Kentucky on July 27, 2010. "Series 2017 Financing Lease" means the General Obligation Lease Agreement dated as of January 24, 2017, by and between the City, as lessee, and Community Financial Services Bank, as lessor ("Financing Lessor") in an original principal amount of $3,000,000. "Series 2020B Bonds" means the City of Paducah, Kentucky General Obligation - - Refunding Bonds, Series 2020B issued by the City for the purpose of refunding all or a portion of the Series 2010 Bonds; provided, however, that if the Series 2020B Bonds are issued in a calendar year other than calendar year 2020 as a result of changing market conditions, the designation of the Series 2020B Bonds may be revised by the City to reflect their year and order of issuance (i.e., "City of Paducah, Kentucky General Obligation Refunding Bonds, Series 2021A"). "2001 Interlocal Cooperation Compact" means the Interlocal Cooperation Compact dated as of June 1, 2001, by and among the County, the City, the Bureau, and the Corporation. "2010 Interlocal Cooperation Compact" means the 2001 Interlocal Cooperation Company, as amended and supplemented by the First Amendment to Interlocal Cooperation Compact. "2017 Interlocal Cooperation Agreement" means the Interlocal Cooperation Agreement dated as of January 1, 2017, by and between the City and the County governing the Series 2017 Financing Lease. ARTICLE XIII - MISCELLANEOUS This Agreement will be binding upon the parties hereto and upon their respective permitted successors and transferees. Nothing expressed or implied herein is intended or may be construed to confer upon any person, firm, or corporation -other than the parties hereto and the Financing Lessor -any right, remedy, or claim by reason of this Agreement or any term hereof. All terms contained herein will be for the sole and exclusive benefit of the parties hereto, their successors and permitted transferees, and the Financing Lessor. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky. If one or more provisions of this Agreement (or the applicability of any such provisions, for any set of circumstances), is determined invalid or ineffective for any reason, such a determination may not affect the validity and enforceability of the remaining provisions of this Agreement. If any provisions are found to be invalid or ineffective for a specific set of circumstances, they may not be rendered invalid or ineffective for any other set of circumstances. This Agreement may be executed in one or more counterparts. When each party hereto has executed at least one counterpart, this Agreement will become binding on all parties. Such counterparts will be deemed to be one and the same document with this Agreement. This Agreement amends and restates the Original Agreement in its entirety and as of the date hereof the Original Agreement shall be of no force or effect. [Signature pages to follow] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. CITY OF PADUCAH, KENTUCKY, Authorized by Action of the City Commission on 12020 0 ­ Have seen and approved as to form: City Attorney Glenn D. Denton Brandi Harless, Mayor COUNTY OF MCCRACKEN, KENTUCKY, Authorized by Action of the Fiscal Court of McCracken County on , 2020 in Have seen and approved as to form: County Attorney Samuel G -R Clymer Craig Z. Clymer, Judge Executive PADUCAH CONVENTION AND VISITORS BUREAU f/k/a the Paducah -McCracken County Tourist and Convention Commission, Authorized by Action of the Board of Commissioners on 2020 la Have seen and approved as to form: CVB Attorney Elizabeth A. Wienke Glenn Denton, Chair Have seen and approved as to form: CCC Attorney Nicholas M. Holland PADUCAH-MCCRACKEN CONVENTION CENTER CORPORATION, Authorized by Action of the Board of Commissioners on '2020 la Mark Whitlow, Chairman MCCRACKEN COUNTY SPORTS TOURISM COMMISSION, Authorized by Action of Board of Commissioner on '2020 Jim Dudley, Chair Have seen and approved as to form: Sports Commission Attorney Kent Price APPROVAL Office of the Attorney General 700 Capitol Avenue, Suite 118 Frankfort, Kentucky 40601-3449 (502) 696-5300 This Amended and Restated Interlocal Cooperation Agreement is in proper form and is compatible with the laws of the Commonwealth of Kentucky; therefore, it is approved this 12020. OFFICE OF KENTUCKY ATTORNEY GENERAL DANIEL CAMERON Title: Date: