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HomeMy WebLinkAboutMO # 298 (and Resolution)513 RESOLUTION NO. AND MUNICIPAL ORDER NO. 298 A RESOLUTION OF THE BOARD OF COMMISSIONERS AND A MUNICIPAL ORDER OF THE CITY OF PADUCAH, KENTUCKY, AUTHORIZING THE EXECUTION OF AN AMENDED MEMORANDUM OF AGREEMENT BY AND BETWEEN THE CITY AND WAGNER ENTERPRISES VI, LTD., A KENTUCKY LIMITED PARTNERSHIP, RELATING TO THE ACQUISITION, RECONSTRUCTION, EQUIPPING AND INSTALLATION OF CERTAIN INDUSTRIAL BUILDING FACILITIES ON A SITE IN OR NEAR PADUCAH, KENTUCKY; AGREEING TO UNDERTAKE THE ISSUANCE OF INDUSTRIAL BUILDING REVENUE BONDS AT THE APPROPRIATE TIME TO PAY THE COSTS THEREOF; AND TAKING OTHER PRELIMINARY ACTIONS WHEREAS, Wagner Enterprises VI, Ltd., a Kentucky limited partnership (the "Company"), has heretofore, by a resolution adopted by the Board of Commissioners of the City of Paducah, Kentucky (the "City") on September 24, 1984 (the "Prior Resolution"), obtained the authori- zation of the City to undertake a project described therein (the "Project") to be financed with industrial building revenue bonds; and WHEREAS, the Project has been delayed and the passage of time and change of condi- tions have resulted in the need for an extension of the period of time in which the Company was required to act and in the necessity for increasing the amount of"the proposed Bond issue from the originally established amount of approximately $1,000,000 to the amount of $1,500,000; and WHEREAS, such facilities qualify for industrial revenue bond financing under Kentucky law, specifically KRS 103.200(1)(a), and will be situated in or near the City; and WHEREAS, the City desires to assist the Company by causing the acquisition; recon- struction, installation and equipping of the Project to be financed through the issuance of industrial building revenue bonds and by entering into a loan, lease or sale agreement with reference thereto, pursuant to authority of Sections 103.200 to 103.285, inclusive, of the Kentucky Revised Statutes, as amended (the "Act"), all in furtherance of the purposes of the, Act, including the promotion of new job opportunities in and the economic development of the City, such loan, lease or sale agreement to be upon such terms and conditions as the Act may require and the City and the Company; and WHEREAS, the City is further authorized by the Act to issue its industrial building revenue bonds (the "Bonds"), for the purpose of defraying the costs of acquiring, recon- structing, installing and equipping the Project; discussions have occurred between the Company and the City incident to the issuance of such Bonds by the City; the City has agreed with the Company to issue such Bonds based upon compliance by the -Company with certain conditions, requirements and obligations, and subject to the approval by the City of the terms of all agreements, ordinances and other documents required incident to the Bonds issue; and the City has authorized the Company to proceed with the Project, subject to reimbursement of the initial costs of the Project from the proceeds of such Bonds, as, if and when issued; and It WHEREAS, based upon an estimate of the costs of the Project, the City proposes to issue its industrial building revenue Bonds in an aggregate amount approximating $1,500,000 in order to pay the costs of the Project, together with costs incident to the authorization, 514 sale and issuance of the Bonds, but with such contributions from the Company as may be necessary, if any; and WHEREAS, the City proposes at the appropriate time to enter into a loan, lease or sale agreement with the Company with respect to the Project, whereby the Company will cove- nant and agree to pay amounts sufficient to provide for the payment of principal of, premium, if any, and interest on the Bonds, together with all trustee's and paying agent's fee in connection with such Bonds as the same come due and payable; and WHEREAS, it is deemed necessary and advisable that the Memorandum of Agreement between the City and the Company, executed by the parties after the adoption of the Prior Resolution, be revised to accomplish the purposes set forth in this preamble. NOW, THEREFORE, BE IT RESOLVED AND ORDERED BY THE CITY OF PADUCAH, KENTUCKY, ACTING BY AND THROUGH ITS BOARD OF COMMISSIONERS, AS FOLLOWS: SECTION 1. It is -hereby found, determined and declared that (i) the recitals set forth in the preamble to this Resolution, which are incorporated in this Section by refer- ence, are true and correct; (ii) the total amount of money necessary to be provided by the City for the acquisition, reconstruction, equipping and installation of the Project to be financed by the Bonds will approximate $1,500,000; (iii) the Company has represented that it has sufficient financial resources to construct the Project, to place it in operation and to continue to operate, maintain and insure the Project throughout the term of the Bond issue, meeting when due the obligations of the proposed loan, lease or sale agreement; and (iv) sufficient safeguards will be provided by the loan, lease or sale agreement to insure that all money provided by -the City from the proceeds of the sale of the Bonds will be expended by way of direct expenditure or reimbursement, solely and only for the purposes of the Project. SECTION 2. It is hereby found, determined and declared that the cost of acquiring, reconstructing, equipping and installing the Project will be paid out of the proceeds of the Bonds and such contributions of the Company as may be necessary to complete the Project, as the Project is defined and identified in the loan, lease or sale agreement to be entered into by and between the City and the Company at the appropriate time pursuant to the Act; that none of the Bonds will be general obligations of the City; that neither the Bonds nor the interest thereon shall constitute or give rise to any pecuniary liability of the City or -any of its officials or any charge against its general credit or taxing power, but the Bonds and the payment of interest thereon shall be secured and payable solely and only by a pledge of amounts to be paid by the Company under such loan, lease or sale agreement; and that no part of said costs will be payable out of any general funds, assets, properties or other contribu- tions of the City. SECTION 3.- In order to assure the acquisition, reconstruction, equipping and in- stallation of the Project in the City with the resultant public benefits which will flow therefrom, it is deemed necessary and advisable that the Memorandum of Agreement hereinafter referred to be approved and executed for and on behalf of the City. Accordingly, the Memo- randum of Agreement by and between the Company and the City approved by the Prior Resolution and dated September 25, 1984, is hereby re -approved with the revisions of amounts, dates and description as set forth in Exhibit No. 1 attached hereto, and the Mayor is hereby authorized and directed to execute and deliver revised said Memorandum of Agreement, and the City Clerk to attest the same. SECTION 4. Inasmuch as the Project will be constructed and installed for the purpose of conforming to the requirements of the Company, in order that the Company may give employ- ment to citizens and residents of the City and otherwise fulfill the purposes of the Act, and inasmuch as the Company requires for its operations the acquisition, reconstruction and installation of buildings, improvements and facilities which it is particularly equipped to plan, construct and install, and inasmuch as the Company is better able to judge its require- ments as the work progresses than the City can reasonably be expected to do and the Company possesses more expertise in such matters, it is hereby found, determined and declared that acquisition, reconstruction, equipping and installation of the Project should be immediately undertaken or caused to be undertaken by the Company and its agents. Accordingly, the Company is hereby authorized to formulate and develop plans, specifications and designs for the Project and to enter into such contracts and undertakings as may be required for the construction and installation of the Project. Reimbursements made to the Company after the receipt of the proceeds of the sale of the proposed Bonds by the City shall be subject to approval or certification by a qualified person or corporation to be designated by the City upon the recommendation of the Company as specified in the loan, lease or sale agreement to be entered into by the City and the Company at the appropriate time pursuant to the Act. SECTION 5. Harper, Ferguson & Davis, Louisville, Kentucky, as Bond Counsel, is authorized and directed to take any other legal action necessary and customary in the estab- lishment of any prerequisites to the issuance of the Bonds. The City Attorney is authorized and directed to assist Bond Counsel in any appropriate manner. SECTION 6. No City funds shall be expended on the Project, except such as are derived from Bond proceeds. SECTION 7. In the event of any conflicts or conflicts between the provisions of this Resolution and of any prior resolutions or other official action of the City Council the provisions of this Resolution shall prevail. SECTION 8. This Resolution shall be in full force and effect from and after its adoption as provided by law. INTRODUCED, SECONDED, READ IN FULL AND ADOPTED AT A DULY CONVENED MEETING OF THE BOARD OF COMMISSIONERS OF THE CITY OF PADUCAH, KENTUCKY, held on the 25th day of February, 1986, on the same occasion signed in open session by the Mayor as evidence of his approval, attested by the City Clerk, ordered to be filed and recorded as required by law, and declared to be in full force and effect according to law. JOE VITERISI Mayor ATTEST: LENITA SMITH City Clerk 4 515 516 SEAL: 8 CERTIFICATION I, the undersigned, do hereby certify that I am the duly appointed and qualified City Clerk of the City of Paducah, Kentucky, and as such Clerk I further certify that the fore- going'is a true, correct and complete copy of a Resolution and Municipal Order duly adopted by the Board of Commissioners of said City at a duly convened meeting held on February 25, 1986, on the same occasion signed by the Mayor, duly filed, recorded and indexed in my office and now in full force and effect, all as appears from'the official records of said City Council in my possession and under my control. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said City this 25th day of February, 1986. SEAL: LENITA SMITH City Clerk