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HomeMy WebLinkAbout2025-01-8833ORDINANCE NO. 2025-01-8833 AN ORDINANCE OF THE CITY OF PADUCAH, KENTUCKY AUTHORIZING THE ISSUANCE OF ITS CITY OF PADUCAH, KENTUCKY GENERAL OBLIGATION BONDS, SERIES 2025A IN AN APPROXIMATE AGGREGATE PRINCIPAL AMOUNT OF $27,820,000 (WHICH PRINCIPAL AMOUNT MAY BE INCREASED BY UP TO $2,785,000 OR DECREASED BY ANY AMOUNT), FOR THE PURPOSES OF FINANCING THE ALL OR A PORTION OF THE COSTS OF THE ACQUISITION, CONSTRUCTION, INSTALLATION, AND EQUIPPING OF (I) RIVERFRONT INFRASTRUCTURE IMPROVEMENTS, AND (II) A MUNICIPAL SPORTS PARK COMPLEX; APPROVING THE FORM OF THE BONDS; AUTHORIZING DESIGNATED OFFICERS OF THE CITY TO EXECUTE AND DELIVER THE BONDS; AUTHORIZING AND DIRECTING THE FILING OF A NOTICE WITH THE STATE LOCAL DEBT OFFICER; PROVIDING FOR THE PAYMENT OF AND SECURITY FOR THE BONDS; ESTABLISHING A BOND PAYMENT FUND FOR THE BONDS; AFFIRMING THE MAINTENANCE OF THE EXISTING SINKING FUND; AUTHORIZING THE ACCEPTANCE OF THE BID OF THE PURCHASER OF THE BONDS; AND REPEALING INCONSISTENT ORDINANCES. WHEREAS, the City of Paducah, Kentucky (the "City"), has determined and does hereby confirm that it is a public purpose of the City to acquire, construct, equip, and install (i) riverfront infrastructure improvements, including (a) a riverboat excursion pier and plaza, (b) riverfront improvements along existing transient boat dock facilities, (c) intersection improvements, and (d) a multimodal pathway connecting the Greenway Trail, Convention Center, Riverfront, and Downtown Paducah, and (ii) a new municipal sports park complex, all for the ultimate well-being and benefit of the citizens of the City (collectively, the "Project'); and WHEREAS, in order to achieve the foregoing objectives of the City, the City has determined and does hereby confirm that it is necessary and desirable at this time for the City to proceed with the issuance of its General Obligation Bonds, Series 2025A, in an approximate aggregate principal amount of $27,820,000, which principal amount may be increased by up to $2,785,000 or decreased by any amount (the "Bonds"), (i) to finance or reimburse itself for the payment of all or a portion of the costs of the acquisition, construction, installation, and equipping of the Project, (ii) to pay capitalized interest on the Bonds, if desirable, (iii) to pay all or a portion of the costs of credit enhancement for the Bonds, if any, and (iv) to pay all or a portion of the costs of issuance of the Bonds; and WHEREAS, as provided by the Constitution and laws of the Commonwealth of Kentucky, including, particularly, Sections 66.011 to 66.191, inclusive, of the Kentucky Revised Statutes, as amended (the "Act'), a city may issue bonds, subject to the requirements of the Act, for the purposes of financing the costs of any public project, to the extent the city is authorized to cause the acquisition, construction, installation, and equipping thereof; and WHEREAS, the City desires (i) to finance, or to reimburse itself for, the payment of all or a portion of the costs of the Project, (ii) to pay capitalized interest on the Bonds, if desirable, (iii) to pay all or a portion of the costs of credit enhancement for the Bonds, if any, and (iv) to pay all or a portion of the costs of issuance of the Bonds, all through the issuance of the Bonds, which are to be sold and awarded to the successful bidder therefor (the "Purchaser"), at a public, competitive sale held in accordance with the provisions of Chapter 424 of the Kentucky Revised Statutes, as amended. NOW, THEREFORE, BE IT ORDAINED BY THE CITY OF PADUCAH, KENTUCKY, AS FOLLOWS: Section 1. Affirmation of Recitals. It is hereby found, determined, and declared that the facts, recitals, declarations, and definitions set forth in the preamble of this Bond Ordinance are true and correct, and such facts, recitals, declarations, and definitions are hereby affirmed, adopted, and incorporated as a part of this Bond Ordinance, and all acts described in the recitals of this Bond Ordinance are hereby ratified. Section 2. Necessity, Authorization, and Pumose of Bonds. The City hereby declares that it is necessary and desirable to issue, and hereby authorizes the issuance of, its "City of Paducah, Kentucky General Obligation Bonds, Series 2025A," in an approximate aggregate principal amount of $27,820,000, which principal amount may be increased by up to $2,785,000 or decreased by any -Z- Iuau,ind puog aqI ur znzlsljja21 pun iva�Jy 9ui,Cud ail; ,Cq ploq'Ruraq spuog Bons 3o omid uoliduopaz ag13o luou,Cnd zo3 s,Cauou pun ulazaq paprnozd suoilipuoo aqi zapun pun zauueu aup ui pollnuz uaaq �?urnnq uoilduapaz gans 3o ooriou `spuog ,Suu 3o uoliduapaz aqi zo3 poluu$lsop aiep ,fue up •pauaapaz os puog ogl3o uollzod pauaapazun oqI of Innbo lunouu ledroupd e ui panssr oq Inim `uollduopaz zo3 pazapuouns puog aqi sn sauas aures oLli3o `puog mou n `uorlduapaz zo3 puog gans 3o zapuazzns oqI uodn `uoilduopaz zo3 paxg alep aqi zal3n zo UO Ingl Iuauza17JIS e opnloui puu pauaapaz oq ol3oazagl Iutoue lediourzd agl3o uollzod aqi gizo3 jos osln lings uoilduapaz3o aoriou agI `,Sluo Ind ui pauaapaz oq of sl puog ,Sue3n `uoillppe ul •pauaapaz oq of spuog gnns3o `,fun3r `szailal pun `szaqumu `soizas anllourisrp agl `uoclduapaz zo3 pollno oq lings 3uipuelslno uagl alep olBuis n uo suuoi ziagl ,Cg olge,Ced '�3uiag spuog agl3o lln uegl ssol3l `pun `pled aq of amid uoiiduopaz oqI `uoilduapaz zo3 paxg alnp aqi glzo3 las Inngs uoilduapaz3o aarlou gang quos uaaq suq aallou gans gorgm zo3 spuog ,Cue 3o uoilduopaz agI zo3 st?uipaaaozd agl3o 2CIlPrin^ aql 1aa33u lou Iings uoliduapaz3o aallou gans ,Sue linu of aznllu3 ,Cue Ingl papinozd `.znzlsioag pun lua�?y �iur,ind oqI Xq idol s)looq uoguzisi�?az oqI uo zuoddn ,Cagl su sossazppn zragl In `pauaapaz oq oI spuog ogl3o szaumo pazaisioaz aqi oI `piudazd a9nlsod `ssnlo iszg `pop u oq of `znzisioa21 pun luafy Our,iud aqi ,Cq pouirs `Izud ui zo ologm ui apra `uoiiduapaz gons3o aallou osnuo llugs m4si2o-d pure lua5y 5ur,ind agl `puog n3o oinp uoilduapaz puna Sulaluis ,Czolupuuu zo Ieuoildo aqi azo3aq s,Cnp ,Clztgl Isuol 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,iq polsonbaz suoilnuiuouop oqI ui panssr oq hugs spuog aqi •oounnssi3o zapzo pun zua,S znpualeo ziogi loagaz of poisnfpe oq ,Cnu uoilnuOisop nogi `aounnssr 3o .rapzo luaza33np n ul zo SZOZ zna,C Mpuolno za13u .ma,i zupualuo e ui panssl ale spuog 3gi3I •olazaq pagoeile y Iiglgxg ur gazO3 jos uuzo3 oqI u[ dlluuueisgns oq (q) puu Ioy oql zapun panssl si it Ingl pun panssl sl li goigm zo3 sosodznd aqi oon3 sir uodn ssazdxo (n) mugs aoueuipzp puog sial zapun panssl puog gang 3oazaq Z uollooS ui glzo31os uoguu2isop aqi zuaq mugs pun spuoq pazalsiOw ,Slln3 su panssr oq lings spuog aqi, -spuog ogl3o uzo3 • £ uoiloaS spuog agl3o alas ogl3o olnp oql uo Xlro agl3o zoloazi(loouuu13 aqI zo `>lzalj ,CIID agl `zo,Cehl oql /�q painoaxo oq of («aleogllzaD pznmy„ oql) spuog ogl3o zasngoznd ogl3o pnq oqI i?uridooae aluogiizao pzemu un ui pogsggniso aq lings spuog ogl3o lunowu lediouud louxa aq j •spuog ogl3o oouenss13o sisoo aup �3ui,ind (ni) pue `,Sue 3l `spuog aup zo31uauaaunLlua iipazo 3o sisoo oqI 3o uollzod u zo He Oui,fed (ill) `alquzlsop 3I `spuog aqi uo isazalur pozileildno Oui,Ced (li) `loofozd agl3o 3uiddmbo pun `uoiinlleisui `uoilomIsuoo `uoiiismboe ogl3o sisoo aqi 3o uoilzod e zo Ilu 3o luau,ind oql zo3 3lasll xWisznquraz zo 9uiounug (l) 3o sosodznd oqI zo3 `Iunoun Fund established by Section 11 hereof, for the registered owners of the Bonds to be redeemed, (a) the Bonds so called for redemption shall become and be due and payable at the redemption price provided for the redemption of such Bonds on such date, (b) the interest on the Bonds so called for redemption shall cease to accrue, and (c) the registered owners of the Bonds so redeemed shall have no right in respect thereof, except the right to receive payment of the redemption price thereof. Notwithstanding the foregoing, the redemption of any of the Bonds may be conditioned upon moneys in an amount sufficient to carry out such redemption being deposited with the Paying Agent and Registrar on or before the applicable redemption date. Any failure to make such a deposit shall not constitute an event of default under this Bond Ordinance or under the Bonds, and in such event, the redemption shall be cancelled. If the City knows in advance of any applicable redemption date that the necessary deposit will not occur, it shall instruct the Paying Agent and Registrar to give notice to the registered owners of the applicable Bonds of the cancellation of the redemption. Section 4. Execution and Deliverv. Each Bond shall be duly executed by the manual, facsimile, or electronic signature of the Mayor and attested by the manual, facsimile, or electronic signature of the City Clerk (which, together with any other person as may be authorized by resolution or municipal order of the City, including the Finance Director, are referred to herein as the "Designated Officers") and may have the seal of the City or a facsimile thereof affixed thereto. In addition, each Bond shall also bear the manual authenticating signature of an authorized representative of the Paying Agent and Registrar. The Designated Officers are further authorized and directed (a) to deliver the Bonds to the Purchaser, upon the terms and conditions provided herein and in the Award Certificate and the Bid; (b) to receive the proceeds of the Bonds, and (c) to execute and deliver such certificates and other closing documents and take such other actions as may be necessary or appropriate in order to effectuate the proper issuance, sale, and delivery of the Bonds. The City hereby authorizes and directs the Paying Agent and Registrar to authenticate each of the Bonds and to deliver the Bonds to the Purchaser upon the payment of the purchase price thereof. Section 5. Registration. So long as any Bonds issued hereunder remain outstanding, the Paying Agent and Registrar shall keep and maintain, at its designated office, complete registration books for the Bonds and shall also provide for the registration and transfer of the Bonds in accordance with the provisions of this Bond Ordinance. Each Bond shall be authenticated by the Paying Agent and Registrar. Except as may be otherwise provided herein for any Bonds registered in Book -Entry Form in the name of the Securities Depository or Securities Depository Nominee, each Bond shall be transferable only upon the presentation and surrender thereof at the designated office of the Paying Agent and Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the registered holder of such Bond or its authorized representative. Upon the receipt of any Bond duly endorsed for transfer or accompanied by an assignment for transfer executed by the registered holder of such Bond or its authorized representative, the Paying Agent and Registrar shall transfer such Bond within a period of three days by reissuing such Bond, duly executed by the City and authenticated by the Paying Agent and Registrar, and delivering the same to the new registered holder thereof, with all reasonable diligence. The Paying Agent and Registrar shall not be required to transfer or exchange any of the Bonds (a) during any period beginning five days before the selection by the Paying Agent and Registrar of any Bonds to be redeemed before maturity and ending on the date of the mailing of the notice of such redemption, or (b) if such Bonds have been selected or called for redemption, in whole or in part. Except as may be otherwise provided herein for any Bonds registered in Book -Entry Form in the name of the Securities Depository or the Securities Depository Nominee, each Bond shall be exchangeable upon the presentation and surrender thereof at the designated office of the Paying Agent and Registrar for one or more Bonds of the same series and maturity, in denominations of $5,000 or any integral multiple thereof, in an aggregate principal amount equal to the unpaid principal amount of the Bond presented for exchange. The Paying Agent and Registrar shall be, and is hereby, authorized to authenticate and deliver any Bonds delivered in exchange in accordance with this Section. Each Bond delivered in exchange for a surrendered Bond shall constitute an original contractual obligation of the City and shall be entitled to the benefits and security hereof, to the same extent as the Bond or Bonds in lieu of which any Bond is delivered in exchange. Any Bonds surrendered for exchange shall be canceled by the Paying Agent and Registrar, and the Paying Agent and Registrar shall keep and maintain a complete record of all exchanges, transfers, and cancellations of the Bonds and shall make a report thereof to the City on not less than an annual basis. -3- Except as may be otherwise provided herein for any Bonds registered in Book -Entry Form in the name of the Securities Depository or Securities Depository Nominee, no service charge or other transfer fee shall be charged to any registered holder of the Bonds in connection with any transfer or exchange of a Bond; provided, however, that the registered holder of a Bond may be required to pay an amount equal to any tax or other governmental charge, if any, that may be imposed in connection with the transfer or exchange of such Bond. Section 6. Destruction of Bonds. Whenever any outstanding Bond shall be delivered to the Paying Agent and Registrar for cancellation in accordance with this Bond Ordinance, upon the payment of the principal amount or interest represented thereby or for replacement or exchange, as the case may be, such Bond, following such payment, replacement, or exchange, shall thereafter be promptly canceled and destroyed by the Paying Agent and Registrar, and counterparts of a certificate of destruction evidencing such destruction shall be furnished by the Paying Agent and Registrar to the City. All Bonds that have been redeemed shall not be reissued but shall be canceled and destroyed by the Paying Agent and Registrar in accordance with this Section and the Paying Agent and Registrar Agreement to be entered into by and between the City and the Paying Agent and Registrar, as more particularly described in the Award Certificate. Section 7. Mutilated, Lost, Stolen, or Destroyed Bonds. If any Bond is mutilated, lost, stolen, or destroyed, then the City may execute and deliver, and the Paying Agent and Registrar may authenticate, a new Bond of like series, date, maturity, and denomination as the Bond so mutilated, lost, stolen, or destroyed; provided, however, that in the case of any mutilated Bond, such Bond shall first be surrendered to the Paying Agent and Registrar, and in the case of any lost, stolen, or destroyed Bond, there shall be first furnished to the City and the Paying Agent and Registrar evidence of such loss, theft, or destruction satisfactory to them, plus such indemnity as the City and the Paying Agent and Registrar may require. If any mutilated, lost, stolen, or destroyed Bond shall have matured, in lieu of issuing a duplicate Bond, the City may pay the same without surrender thereof. The City and the Paying Agent and Registrar may charge the holder or owner of any mutilated, lost, stolen, or destroyed Bond their reasonable fees and expenses incurred in the undertaking of any action under this Section. Section 8. Bonds Issued In Book -Entry Form. The Bonds shall initially be issued solely in Book -Entry Form and registered in the name of the Securities Depository or Securities Depository Nominee, as provided in this Section. Unless and until the Bonds are no longer issued in Book -Entry Form, as provided herein, the Bonds shall be registered in the name of the Securities Depository or the Securities Depository Nominee, and ownership of the Bonds shall be maintained in Book -Entry Form by the Securities Depository, for the account of its Participants. Initially, the Bonds shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company, which shall be the initial Securities Depository. The Designated Officers are each hereby authorized to approve and execute, on behalf of the City, a letter of representations or any other appropriate instrument with The Depository Trust Company (to which the Paying Agent and Registrar may also be a party) with respect to the issuance and administration of the Bonds in Book -Entry Form. Unless and until the Bonds are no longer issued in Book -Entry Form, as provided herein, the Bonds may be transferred, in whole but not in part, only to the Securities Depository, the Securities Depository Nominee, any successor Securities Depository selected and approved by the City, or any Securities Depository Nominee nominated by any such successor Securities Depository. As to any Bond, the person in whose name such Bond shall be registered shall be the registered holder and the absolute owner thereof for all purposes, and payment of or on account of the principal of and interest on such Bond shall be made only to or on the order of the registered holder thereof or his or her legal representative. Neither the City nor the Paying Agent and Registrar shall have any responsibility or obligation relating to (a) the accuracy of the records of the Securities Depository or any Participant regarding any beneficial ownership interest in any of the Bonds, (b) the delivery to any Participant, any beneficial owner of the Bonds, or any other person, other than the Securities Depository, of any notice relating to the Bonds, or (c) the payment to any Participant, any beneficial owner of the Bonds, or any other person, other than the Securities Depository, of any amount with respect to the principal of or the premium, if any, or interest on the Bonds. So long as the Bonds are registered in Book -Entry Form, the City and the Paying Agent and Registrar may treat the Securities Depository as, and may deem the Securities Depository to be, the -4- absolute owner and the registered holder of the Bonds for all purposes whatsoever, including (i) the payment of principal of and interest on the Bonds, (ii) giving any notices of redemption and any other matters with respect to the Bonds, (iii) registering any transfers of the Bonds, (iv) the selection of any Bonds for redemption, and (v) obtaining any consents under this Bond Ordinance. If, at any time, the Securities Depository (A) notifies the City that it is unwilling or unable to continue as the Securities Depository for the Bonds, or (B) shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or any other applicable statute or regulation, and, in either case, a successor Securities Depository is not appointed by the City within ninety days after the City receives such notice or becomes aware of such condition, as the case may be, then this Section shall no longer be applicable and thereupon, the City shall execute, and the Paying Agent and Registrar shall authenticate and deliver, certificates representing the Bonds to the registered holders thereof. Payment of the principal of and interest on any Bonds not registered in Book -Entry Form shall be made as provided in Section 9 hereof. For purposes of this Bond Ordinance, the following capitalized terms shall have the meanings provided below: "Book -Entry Form" means, with respect to the Bonds, a form or system under which (1) the ownership of beneficial interests in the Bonds and the principal and interest payments thereon may be transferred only through a book entry, and (2) physical bond certificates in fully registered form are registered only in the name of a Securities Depository or its nominee as the registered holder thereof, with the physical bond certificates held in the custody of a Securities Depository. "Participant" means a member of, or a participant in, the Securities Depository. "Securities Depository" means a securities depository that is a "clearing corporation" within the meaning of the New York Uniform Commercial Code and is a "clearing agency" registered under the provisions of Section 17A of the Securities Exchange Act, operating and maintaining, with its Participants or otherwise, a book -entry system to record the ownership of beneficial interests in bonds and bond service charges, and to effect transfers of bonds in Book -Entry Form, and means, initially, The Depository Trust Company (a limited purpose trust company), New York, New York. "Securities Depository Nominee" means any nominee of a Securities Depository, and means, initially, Cede & Co., New York, New York, as the nominee of The Depository Trust Company. Section 9. Payment. Any payment of, or on account of, the principal of and interest on the Bonds shall be made directly to the Paying Agent and Registrar, for the account of the registered owners thereof. The Bonds shall be payable in any coin or currency of the United States of America which, at the time of payment, shall be legal tender for payment of public and private debts. Interest on each Bond shall be payable on each Interest Payment Date, by check, mailed to the person whose name appears as the registered owner thereof upon the bond registration records kept by the Paying Agent and Registrar, as of the fifteenth day preceding such Interest Payment Date, or by any other transfer of funds acceptable to such registered owner and the Paying Agent and Registrar. Principal of each Bond shall be payable upon the delivery of such Bond to the Paying Agent and Registrar or by any other transfer of funds acceptable to the registered owner of such Bond and the Paying Agent and Registrar. All such payments shall be valid and effectual to satisfy and discharge the liability upon the Bonds to the extent of the sum or sums so paid. Section 10. Filings. The Designated Officers are each hereby authorized to undertake and cause all filings which may be required by law to be filed by the City in connection with the Bonds, including, without limitation, any filings with the State Local Debt Officer required by law. Section 11. 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 Bonds, Series 2025A — 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, from the City's General Fund, on or before the twenty- -5- fifth day of the month immediately preceding each Interest Payment Date, the amount required to pay the principal and interest due on the Bonds on the next Interest Payment Date. The Paying Agent and Registrar shall, without further authorization from the City, withdraw from the Bond Payment Fund, on each Interest Payment Date, the amounts necessary to pay the principal of and interest on the Bonds due on such Interest Payment Date to the registered owners thereof. The Paying Agent and Registrar is hereby appointed as the depository of the Bond Payment Fund. If the City shall fail or refuse to make any required deposit into the Bond Payment Fund from the Sinking Fund described in Section 13 hereof, the Paying Agent and Registrar shall (i) notify any agency or political subdivision of the Commonwealth of Kentucky which may collect and distribute taxes or revenues for the City to seek any necessary and proper remedial action available, (ii) upon being indemnified against costs and expenses, exercise any remedy provided in the Act or any other remedy provided at law or in equity for the benefit of the owners of the Bonds or their assignees, and (iii) disburse all moneys so collected to the owners of the Bonds as payment for any amounts due on the Bonds. Section 12. General Obligation Pledn_e. The Bonds shall be full general obligations of the City, and the full faith, credit, and taxing power of the City are hereby pledged for the prompt payment of the Bonds and the interest thereon. During the period the Bonds remain outstanding, there shall be, and there hereby is, levied, annually, on all taxable property in the City, in addition to all other taxes, without limitation as to rate, a direct tax in an amount sufficient to pay the principal of and interest on the Bonds as and when due, it being hereby found and determined that the current tax rates of the City are within all applicable limitations. The tax shall be, and is hereby, ordered to be computed, certified, levied, and extended upon the tax duplicate, to be 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 other lawfully available funds of the City are available for the payment of the Bonds and are appropriated for such purpose, the amount of such 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 13. Maintenance of Sinking Fund. The Sinking Fund previously established by the City is hereby ordered to be continued and maintained as long as any of the Bonds remain outstanding. The moneys derived from the tax levy required by Section 12 hereof and any other lawfully available moneys of the City shall be deposited in the Sinking Fund and, together with any interest collected on the same, are irrevocably pledged for the payment of the principal of and interest on all bonds issued by the City under the Act and all Tax -Supported Leases, as defined in the Act, as and when the same become due and payable. Moneys in the Sinking Fund shall be transferred to the Bond Payment Fund at the times and in the amounts required by Section 11 hereof. Section 14. Sale of Bonds, Award Certificate. The Designated Officers of the City are hereby authorized and directed to sell the Bonds to the Purchaser thereof, at advertised, competitive sale, with the final terms of the Bonds, including the final principal amount, the principal amortization, the annual principal maturities, any mandatory sinking fund maturities, the optional redemption dates and amounts, the interest rates, the identity of the Paying Agent and Registrar, and the identity of the Construction Fund Depository described in Section 15 hereof, to be established in accordance with the requirements of this Bond Ordinance by the execution and delivery of the Award Certificate. The Designated Officers are hereby directed to appoint the Paying Agent and Registrar for the Bonds in the Award Certificate. The Mayor, the City Clerk, and the Finance Director of the City are each hereby authorized to execute the Award Certificate establishing the terms of the Bonds in accordance with this Bond Ordinance, without any further action by the Board of Commissioners. The City shall comply with the requirements of Chapter 66 and Chapter 424 of the Kentucky Revised Statutes by advertising for bids for the purchase of the Bonds. All actions taken by the City in connection with the preparation of any instruments and the distribution of any information by the City as shall be necessary to accomplish the foregoing, including the preparation of a Preliminary Official Statement and an Official Statement with respect to the Bonds, which Preliminary Official Statement and Official Statement shall be deemed final by the Mayor in accordance with Securities and Exchange Commission Rule 15c2-12 (the "Rule"), are hereby ratified and approved. Section 15. Disposition of Bond Proceeds. The proceeds of the Bonds shall be deposited, together with any other available moneys of the City, as follows: (i) accrued interest and a rounding -6- amount, if any, shall be deposited in the Bond Payment Fund established by Section 11 hereof, (ii) an amount sufficient to pay the costs of issuing the Bonds shall be deposited in a special cost of issuance fund hereby directed to be established and designated as the "City of Paducah, Kentucky General Obligation Bonds, Series 2025A — Cost of Issuance Fund," and (iii) the remainder of the proceeds (including proceeds to be used for capitalized interest) shall be deposited in a special construction fund hereby directed to be established and designated as the "City of Paducah, Kentucky General Obligation Bonds, Series 2025A — Construction Fund," to be held and administered by the construction fund depository designated by the City in the Award Certificate (the "Construction Fund Depository"), and used to pay the costs incurred by the City in connection with the acquisition, construction, installation, and equipping of the Project; provided, however, that any account within such Fund required for the payment of capitalized interest on the Bonds may be established and held with the Paying Agent for the Bonds. Section 16. Continuing Disclosure Undertaking. Before the issuance of the Bonds, the City shall execute a continuing disclosure undertaking (in the form of an agreement or a certificate) relating to the Bonds, dated the date of issuance and delivery of the Bonds, which document, as originally executed and as the same may be amended from time to time in accordance with the terms thereof, is hereinafter referred to as the "Continuing Disclosure Undertaking." The City covenants and agrees that it will comply with and carry out all of the provisions of its Continuing Disclosure Undertaking for the Bonds. Notwithstanding any other provision of this Bond Ordinance, the failure of the City to comply with the Continuing Disclosure Undertaking for the Bonds shall not be considered an event of default under this Bond Ordinance; provided, however, that any holder of the Bonds may take any action as may be necessary in order to obtain specific performance by court order to cause the City to comply with its obligations under the Continuing Disclosure Undertaking. Section 17. Events of Default: Remedies. Each of the following items shall constitute an "event of default" on the part of the City with respect to the Bonds: (a) The failure to pay the principal of any Bond when due and payable, either at maturity or by proceedings for the redemption thereof (except in connection with conditional redemptions, as provided in Section 3 hereof); (b) The failure to pay any installment of interest on any Bond when the same shall become due and payable, or within thirty days thereafter (except in connection with conditional redemptions, as provided in Section 3 hereof); and (c) The default by the City in the due or punctual performance of any of the other covenants, conditions, agreements, or provisions contained in this Bond Ordinance or in the Bonds. Upon the occurrence of any of the events of default listed above, any registered holder of the Bonds may, at law or in equity, by suit, action, mandamus, or other proceedings, enforce and compel the performance by the City, and its officers and agents, of all of the duties imposed upon the City, or otherwise required by law or this Bond Ordinance, including the levy and collection of sufficient taxes to pay the principal of and interest on the Bonds and the application of such tax revenues in accordance with the provisions hereof. Section 18. Discharge of Bond Ordinance: Defeasance of Bonds. If the City shall pay or cause to be paid, or if there shall otherwise be paid, to the owner of any of the Bonds, the total principal and interest due or to become due thereon through maturity, in the manner stipulated in the Bonds and in this Bond Ordinance, then the pledges and all covenants, agreements, and other obligations made by the City hereunder in connection with the Bonds shall thereupon cease, terminate, and become void and be discharged and satisfied. The City may defease the Bonds in accordance with the provisions of this Bond Ordinance. Upon the defeasance of any Bonds as provided in this Section, (a) this Bond Ordinance shall cease, determine, and become null and void with respect to such Bonds, (b) the covenants, agreements, and other obligations of the City under this Bond Ordinance shall be satisfied and discharged with respect to such Bonds, (c) the City shall execute and deliver all instruments as may be desirable in order to evidence such discharge and satisfaction, and (d) the Paying Agent and Registrar shall pay over or deliver to the City all moneys or securities held by the Paying Agent and Registrar under this Bond Ordinance that are not required for the defeasance of any other Bonds. -7- Any Bond, or any installment of interest thereon, for the payment or redemption of which funds shall have been set aside and held in trust by the Paying Agent and Registrar or any other fiduciary (through the deposit by the City of moneys for such payment or redemption), shall, upon the Stated Maturity, the next applicable Redemption Date, or the immediately succeeding Interest Payment Date of such Bond, be deemed to have been paid and defeased within the meaning and with the effect so expressed in this Section. Any outstanding Bond shall, before the Stated Maturity or Redemption Date thereof, be deemed to have been paid and defeased within the meaning and with the effect expressed in this Section if (a) with respect to any Bond to be redeemed on any date before its Stated Maturity, the City shall have given notice of the redemption of such Bond in accordance with Section 3 hereof or shall have provided for the giving of such notice at the appropriate time, and (b) there shall have been deposited with the Paying Agent and Registrar or other fiduciary either (i) moneys in an amount which shall be sufficient, or (ii) Defeasance Obligations, the principal of and the interest on which, when due, will provide moneys in an amount which, together with any moneys deposited with the Paying Agent and Registrar or other fiduciary at the same time, shall be sufficient, in either case, to pay, when due, the principal or redemption price, if any, and interest due and to become due on such Bond on and before the Stated Maturity, the next applicable Redemption Date, or the immediately succeeding Interest Payment Date thereof, as the case may be. Neither any Defeasance Obligations, nor any moneys deposited with the Paying Agent and Registrar or any other fiduciary in accordance with this Section, nor any principal or interest payments received from any Defeasance Obligations, shall be withdrawn or used for any purposes other than, and shall be held in trust for, the payment of the principal or redemption price, if any, of any Bonds and any interest thereon; provided, however, that any cash received from such principal or interest payments on such Defeasance Obligations and deposited with the Paying Agent and Registrar or any other fiduciary under this Section, if not then needed for such purposes, shall, to the extent practicable, (1) be reinvested in Defeasance Obligations maturing at such times and in such amounts as shall be sufficient to pay, when due, the principal or redemption price, if any, and interest to become due on any Bond on and before the Stated Maturity, the next applicable Redemption Date, or the next Interest Payment Date thereof, as the case may be, and (2) be paid over to the City, following the full discharge and payment of all of the Bonds, free and clear of any trust, lien, or pledge. For purposes of this Section: "Defeasance Obligations" means (a) any non -callable direct obligations of the United States of America, including U.S. Treasury bills, notes, bonds, and zero coupon bonds, U.S. Treasury Obligations — State and Local Government Series (SLGS), and direct obligations of the U.S. Treasury that have been stripped by the Treasury itself, including any CATS, TIGRS, and similar securities; (b) any non -callable obligations issued or guaranteed by the Government National Mortgage Association which are backed by the full faith and credit of the United States of America; and (c) any non -callable senior debt obligations issued or guaranteed by any Federal Home Loan Bank or Federal Home Loan Bank Board or by the Farm Credit System, Federal Home Loan Mortgage Corporation, or Federal National Mortgage Association. "Redemption Date" means, with respect to any Bond, the date upon which such Bond, or portion thereof, is to be redeemed in accordance with the notice of such redemption given as provided in Section 3 hereof. "Stated Maturity" means (a) with respect to any Bond, the date specified in such Bond or the Award Certificate as the fixed principal installment dates for such Bond, and, (b) with respect to any installment of interest on any Bond, means the date specified in such Bond or the Award Certificate as the interest payment dates for such Bond. Notwithstanding anything in this Bond Ordinance to the contrary, any moneys held in trust by the Paying Agent and Registrar or any other fiduciary for the payment and discharge of any Bond that remains unclaimed for six years after (i) the date when all of the Bonds shall have become due and payable, either at their Stated Maturities, by call for early redemption, or otherwise, if such moneys were held by the Paying Agent and Registrar or such other fiduciary at such date, or (ii) the date of the deposit of such moneys, if such moneys were deposited with the Paying Agent and Registrar or WE such other fiduciary after the date when all of the Bonds became due and payable, shall, in either case, at the written request of the City, be repaid by the Paying Agent and Registrar or other fiduciary to the City, as its absolute property and free from trust, and thereupon, the Paying Agent and Registrar or other fiduciary shall be released and discharged; provided, however, that before being required to make any such payment to the City, the Paying Agent and Registrar or other fiduciary shall, at the expense of the City, cause to be published in accordance with Chapter 424 of the Kentucky Revised Statutes, at least twice, at an interval of not less than seven days between each publication, notice that such moneys remain unclaimed and that after the date specified in such notice, which date shall be no less than ten nor more than twenty days after the date of the first publication of such notice, the balance of such moneys remaining unclaimed will be returned to the City. Section 19. Declaration of Official Intent. The City hereby declares, in accordance with Treasury Regulation § 1.150-2, as amended or superseded from time to time, its official intent to reimburse itself with proceeds of the Bonds in the reasonably anticipated amount of up to $27,820,000 for any expenses related to the Project for any item that is properly depreciable or amortizable or that is otherwise treated as a capital expenditure for purposes of the Internal Revenue Code of 1986, as amended, that may occur before the issuance of the Bonds Section 20. Contractual Nature of Ordinance. The provisions of this Bond Ordinance shall constitute a contract between the City and the holders of the Bonds. After the issuance of the Bonds, no change or alteration of any kind to the provisions of this Bond Ordinance shall be made, except as provided herein, until all of the Bonds and all of the interest thereon have been paid or defeased; provided that (a) the Board of Commissioners of the may adopt an ordinance, resolution, or municipal order (i) to evidence the succession of any bank or trust company as the Paying Agent and Registrar for the Bonds, (ii) for any other purpose not inconsistent with the terms hereof which shall not impair the security of the holders of the Bonds, or (iii) for the purpose of curing any ambiguity or curing, correcting, or supplementing any defective or inconsistent provisions contained herein, and (b) the holders of 80% in principal amount of the Bonds shall have the right to consent to and approve the adoption of ordinances or other proceedings modifying or amending any of the terms or provisions contained herein, subject to the condition that this Bond Ordinance shall not be so modified in any manner that may adversely affect the rights of any holders without similarly affecting the rights of all holders of the Bonds or to reduce the percentage of the number of holders whose consent shall be required to effect a further modification. Section 21. Further Actions. In connection with the undertaking and implementation by the City of the plan of financing described herein, which is hereby expressly directed, the Designated Officers are hereby authorized and directed to take and carry out such further actions as are necessary, desirable, or appropriate to effect such plan of financing, including the execution and delivery of a financial advisory services agreement with Robert W. Baird & Co. Incorporated, Paducah, Kentucky, the City's independent registered municipal advisor. Section 22. Severability. If any provisions of this Bond 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 23. Inconsistent Actions. All prior ordinances, resolutions, orders, or parts thereof inconsistent herewith are hereby repealed. Section 24. Open Meetings Compliance. All meetings of the Board of Commissioners and of its committees and of 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 such deliberations took place while such meetings, after proper notice, were open to the public, in compliance with all applicable legal requirements, including Sections 61.810 to 61.850, inclusive, of the Kentucky Revised Statutes. Section 25. Rules of Construction. The singular form of any word used herein shall also include the plural, and vice versa. The use of a word of any gender herein shall also include correlative words of all genders. Unless otherwise specified, when used herein, the word "including" shall mean "including, without limitation," the word "or" shall mean "and/or," and the word "any" shall mean "any and all." Unless otherwise specified, references to any Articles, Sections, or other subdivisions of this Bond Ordinance are to the designated Articles, Sections, and other subdivisions of this Bond Ordinance as originally executed. The words "hereof," "herein," "hereto," and "hereunder," and other words of similar import refer to this Bond Ordinance as a whole. The captions and headings in this -9- Bond Ordinance are for convenience only and in no way define, limit, or describe the scope or intent of any provisions or sections hereof. Exhibit A attached hereto is hereby incorporated by reference into this Bond Ordinance and constitutes a part hereof. Section 26. Effective Date. This Bond Ordinance shall become effective immediately upon its adoption and publication of a summary thereof, as provided by law. [Signature page to follow] -10- SIGNATURE PAGE TO BOND ORDINANCE INTRODUCED AND PUBLICLY READ ON FIRST READING ON DECEMBER 10, 2024. PUBLICLY READ, ADOPTED, AND APPROVED ON SECOND READING, ON JANUARY 14, 2025. Attest: Parish, CITYP CAH, KE TUCKY By: �. George Bray, Mayor low Introduced by the Board of Commissioners, December 10, 2024 Adopted by the Board of Commissioners, January 13, 2025 Recorded by Lindsay Parish, City Clerk, January 13, 2025 Published by The Paducah Sun, January I (� , 2025 CERTIFICATION I, the undersigned, hereby certify that I am the duly qualified and acting City Clerk of the City of Paducah, Kentucky, and as such, I certify that the foregoing is a true, correct, and complete copy of a Bond Ordinance duly enacted by the Board of Commissioners of the City at a duly convened meeting held on January 13, 2025, force and effect, all as appears from the official records of the City in my possession and under my control. Witness my hand as of January 13, 2025. By I PaV mdsay Parish, i y Clerk S-1 EXHIBIT A TO BOND ORDINANCE FORM OF BONDS 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. Number R -L] Interest Rate r 1% Registered Owner: Principal Amount: UNITED STATES OF AMERICA COMMONWEALTH OF KENTUCKY CITY OF PADUCAH, KENTUCKY GENERAL OBLIGATION BOND, SERIES 2025A Maturity Date L1 1, 20L] Cede & Co. [ I Dollars Date of Original Issue _1, 2025 sr I CUSIP 695309 " 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 Owner identified above, or its registered assigns, the Principal Amount specified above (or, if any part thereof has been paid, the balance thereof remaining unpaid) on the Maturity Date set forth above, and to pay interest on such Principal Amount (or, if any part thereof has been paid, the balance thereof remaining unpaid), at the Interest Rate per annum identified above, from the Date of Original Issue set forth above, calculated on the basis of a 360 -day year with twelve 30 -day months, payable on each LI 1 and L_l1, commencing � 1, 2025, except as the provisions set forth herein concerning prior redemption may be and become applicable hereto. The Principal Amount 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. The Principal Amount of this Bond is payable at the designated corporate trust office of U.S. Bank Trust Company, National Association, Louisville, Kentucky, or any successor (the "Paying Agent and Registrar"), upon the delivery of this Bond to the Paying Agent and Registrar, or by any other transfer of funds acceptable to the Paying Agent and Registrar and the Registered Owner hereof. All interest on this Bond payable before the Maturity Date hereof shall be paid by check or draft mailed to the Registered Owner hereof, as of the record date, at its address appearing upon the registration records maintained by the Paying Agent and Registrar, or by any other transfer of funds acceptable to the Paying Agent and Registrar and the FEW Registered Owner hereof. 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 $5,000 or any integral multiple thereof originally aggregating r I Dollars ($r 1) in principal amount, issued for the purposes of (i) financing the costs of acquiring, constructing, equipping, and installing (a) riverfront infrastructure improvements, including a riverboat excursion pier and plaza, riverfront improvements along existing transient boat dock facilities, intersection improvements, and a multimodal pathway connecting the Greenway Trail, Convention Center, Riverfront, and Downtown Paducah, and (b) a new municipal sports park complex, all for the ultimate well-being and benefit of the citizens of the City (collectively, the "Project'), (ii) paying the costs of credit enhancement for the Bonds, if any, and (iii) paying all or a portion of the costs of issuance of the Bonds, all under and in compliance with the laws of the Commonwealth of Kentucky, including, particularly, Chapter 66 of the Kentucky Revised Statutes, and in accordance with an ordinance duly adopted by the Board of Commissioners of the City on January 14, 2025 (the "Bond Ordinance"), upon the affirmative vote of at least a majority of the members of its Board of Commissioners 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 FULL FAITH, CREDIT, AND TAXING POWER OF THE CITY. The Bonds mature on r I 1 of the following years, in the respective principal amounts, and bear interest at the following rates of interest: Maturity Date 1, 2026 1, 2027 1, 2028 L_ 1, 2029 r 11,2030 r 1 1, 2031 r 11,2032 1, 2033 1, 2034 r 1,2035 r 11, 2036 r 1, 2037 r 11,2038 r 11,2039 [� 1, 2040 [� 1, 2041 1 1, 2042 Amount $f $f $r I $U $r $[ 1 $r $r $r $f 1 $f ] A-2 Interest Rate Per Annum L_1% r 1% r _1% r-1% r-1% r % r r 1% r_._ 1% [ 1% r-1% r 1% Interest Rate Maturity Date Amount Per Annum [ 1 1, 2043 $rI r]% [ 1 1, 2044 $r ] 11% 1 1, 2045 $" "% The Bonds maturing on and after [ ] 1, 2034 are subject to optional redemption before maturity on r] 1, 2033 or any date thereafter, 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 thirty-five 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. [INSERT ANY MANDATORY SINKING FUND REDEMPTION REQUIREMENTS] 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; provided that failure to mail any such notice shall not affect the validity of the proceedings for the redemption of any 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 Bonds being payable by their terms on a single date then outstanding shall be called for redemption, the series of the Bonds, and 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 and 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 redemption may be conditioned upon funds in an amount sufficient to carry out such redemption being deposited with the Paying Agent and Registrar on or before the applicable redemption date. Any failure to make such deposit shall not constitute an event of default under this Bond or the Bond Ordinance and in such event, the redemption shall be cancelled. If the City knows in advance of a redemption date that the necessary deposit will not occur, it shall instruct the Paying Agent and Registrar to give notice of the cancellation of the redemption to the registered owner of the Bonds so called for redemption. No recourse shall be had for the payment of the Principal Amount of or the interest on this Bond or for any claim based hereon against any past, present, or future officer, agent, or employee 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 of the City is hereby renounced, waived, and released as a condition of and as consideration for the issuance, execution, and acceptance of this Bond. FEW It is hereby certified (i) that all acts, conditions, and things required to be done, to occur, or to 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, in the manner required by law; (ii) that the full faith, credit, and taxing power of the City have been irrevocably pledged for the prompt payment of the Principal Amount hereof and the interest hereon; (iii) that the repayment obligation represented by this Bond does not exceed any constitutional or statutory limitation; and (iv) 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. [Signature page to follow] A-4 SIGNATURE PAGE TO SERIES 2025A BOND IN WITNESS WHEREOF, the City has caused this Bond to be executed in its name by the manual, facsimile, or electronic signature of the Mayor and attested by the manual, facsimile, or electronic signature of the City Clerk. [Seal] CITY OF PADUCAH, KENTUCKY Attest: in City Clerk Mayor AUTHENTICATION CERTIFICATE This is to certify that this Bond is one of the Bonds described hereinabove. Date of Authentication: A-5 Authorized Representative U.S. Bank Trust Company, National Association, Paying Agent and Registrar ASSIGNMENT The following abbreviations, when used in the inscription on this Bond or in the assignment below, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM — as tenants in common TEN ENT — as tenants by the entireties JT TEN — as joint tenants with right of survivorship and not as tenants in common and not as community property UNIF TRANS MIN ACT — Custodian (Custodian) (Minor) under Uniform Transfer to Minors Act (State) Additional abbreviations may be used although not in the above list. 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 or its successor as Paying Agent and Registrar to transfer the Bond on the books kept for registration thereof with full power of substitution in the premises. Signature guaranteed: (Type or Print Name) (Signature) NOTE: The assignor's signature must be guaranteed by an eligible guarantor institution which is a member of or participant in a signature guarantee program, under Securities and Exchange Commission Rule 17Ad-15 or any successor provision. A-6