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HomeMy WebLinkAboutMOU with L.S. DuBois Son & Co.2 46 RESOLUTION N0. 85-2-2652 A RESOLUTION OF. THE CITY OF PADUCAH, KENTUCKY, AUTHORIZING AND DIRECTING THE EXECUTION OF A MEMORANDUM OF; AGREEMENT BY AND BETWEEN THE CITY AND L. S. DuBOIS SON & COMPANY, A KENTUCKY CORPORATION; RELATING TO THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF A WAREHOUSE AND DISTRIBUTION CENTER FOR PHARMACEUTICAL GOODS LOCATED AT 322 North Third STREET IN PADUCAH, KENTUCKY; UNDERTAKING THE ISSUANCE OF BONDS OF THE CITY AT THE APPROPRIATE TIME TO PAY THE COST OF CONSTRUCTING AND EQUIPPING SAID FACILITY; AND OTHER PRELIMINARY ACTIONS. WHEREAS, L. S. DuBois Son & Company, a Kentucky Corporation (the "Applicant"), ~, proposes to construct and equip a warehouse and distribution center for pharmaceutical goods to be located at 322 North Third Street in the City, consisting of 50,510 square feet, (all the foregoing property being collectively referred to as the "Project"), and in this connection it has been determined that the City may assist the Applicant by causing the construction and equipping of the Project and by entering into at the appropriate time a loan, lease or sale agreement with reference thereto pursuant to authority of Sections 103.200 to 103.2101, inclusive, of the Kentucky Revised Statutes, as amended by the 1984 General Assembly of the Commonwealth of Kentucky (collectively, the "Act"), all in furtherance of the purposes of the Act and the public benefit to the residents and inhabitants of the City, such loan, lease or sale agreement to be upon such terms and conditions as the Act may require and the City may deem advisable; and WHEREAS, THE City is further authorized by the Act to issue its Industrial Building Revenue Bonds for the purpose of defraying the cost of constructing and equipping the Project; discussions have occurred between the Applicant and the City incident to the issuance of Industrial Building Revenue Bonds by the City; the City has agreed with the Applicant to issue such Bonds based upon compliance by the Applicant 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 said Bond issue; and the City has authorized the Applicant to proceed with the construction and equipping of the Project, subject to reimbursement of the costs of the Project from the proceeds of such Bonds, as, if and when issued; and WHEREAS, based upon an estimate of the cost's of the Project, the City proposes to issue its Industrial Building Revenue Bonds (the "Bonds") in an amount not to exceed $2,000,000, such Bonds to be sold and delivered by the City to pay the costs of the Project, together with costs incident to the authorization, sale and issuance of the Bonds, but with such contributions from the Applicant as may be necessary; and WHEREAS, the City proposes to enter into at the appropriate time a loan, lease or sale agreement with the Applicant with respect to the Project, whereby the Applicant will covenant and agree to pay amounts sufficient to provide for the payment of principal, premium, if any, and interest on-the Bonds, together with any trustee's and paying agent's fees in connection with such Bonds as the same come due and payable; and WHEREAS, it is deemed necessary and advisable that a Memorandum of Agreement between the City and the Applicant be executed setting forth the agreements of the parties with respect 2 47 to the construction and equipping of the Project, the issuance of the Bonds to defray the costs thereof and the payments to be made by the Applicant with respect to the Project; NOW THEREFORE, BE IT RESOLVED BY THE CITY OF PADUCAH, KENTUCKY, AS FOLLOWS: SECTION 1. It is hereby found, determined and declared ghat (i) the recitals set forth in the preamble to this Resolution,-which are incorporated in this Section by reference, are true and correct; (ii) the total amount of money necessary to be provided by the City for the construction and equipping of the Project to be financed by the Bonds will approximate, but shall not exceed $2,000,000; (iii) the Applicant has represented it has sufficient financial resources to construct and equip the Project and to continue to maintain and insure the Project throughout the term of the Bonds 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 Gity 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 constructing the equipping the Project will be paid out of the proceeds of the Bonds and such contributions of the Applicant as may be necessary to complete the Project as the Project is defined in the loan, lease or sale agreement to be executed by and between the City and the Applicant 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 charge against its general credit or taxing power, but that 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 Applicant under such loan, lease or sale agreement; and that no part of said costs will be payable out of any general funds, revenues, assets, properties or other contributions of the City. SECTION 3. In order to induce the construction and equipping 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 Memorandum of Agreement by and between the Applicant and the City substantially in the form and with the contents set forth in Exhibit A attached hereto and incorporated herein by reference, is hereby approved and the Mayor is hereby authorized and directed to execute and deliver said Memorandum of Agreement, and the City Clerk is hereby authorized and directed to attest same. SECTION 4. Inasmuch as the Project will be undertaken, and the property will be constructed and equipped for the purpose of conforming to the requirements of the Applicant, in order that the Applicant may give employment to up to 75 citizens and residents of the local community, and inasmuch as the Applicant requires for its operations the construction and equipping of an industrial building facilities which it is peculiarly equipped to construct and equip, and inasmuch as the Applicant is better able to judge its requirements as the work progresses than the City can reasonably be expected to do and the Applicant possesses more expertise in such matters, it is hereby found, determined and declared that the construction and equipping of the Project should be undertaken or caused to be undertaken by the Applicant. Accordingly, the Applicant is hereby authorized to formulate 2 48 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 equipping of the Project. Reimbursements made to the Applicant after the receipt of the proceeds of the sale of the proposed Bond issue by the City shall be subject to approval or certification by a qualified person to be designated by the Applicant and approved by the City as specified in the loan, lease or sale agreement to be entered into by the City and the Applicant at the appropriate time pursuant to the Act. SECTION 5. Bond Counsel is authorized and directed to take any other legal action necessary or appropriate in connection with the issuance of the Bonds. The Director of Law of the City 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. To the extent any Resolution, Ordinance or part thereof is in conflict, the provisions of this Resolution shall prevail and be given effect. SECTION 8. This Resolution shall be in full force and effect from and after its adoption, re-adoption and approval as provided by law. ATTEST: LENITA SMITH City Clerk ADOPTED BY THE BOARD OF COMMISSIONERS: RE-ADOPTED BY THE BOARD OF COMMISSIONERS: Requested By/Sponsored By: Approved By: JOE VITERISI Mayor February 12, 1985 February 26, 1985 Carl Holder, City Manager Carl Holder, City Manager CERTIFICATION I, the undersigned, do hereby certify that I am the duly qualified and acting Clerk of the Board of Commissioners of the City of Paducah, Kentucky, and as such Clerk I further certify that the foregoing is a true, correct and complete copy of a Resolution adopted by the Board of Commissioners of said City at a regular meeting held on February 12, 1985, and re-adopted at a Regular meeting on February 26, 1985, and on the same occasion signed by the Mayor and now in full force and effect, all as appears from the official records of said City in my possession and under my control, IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of February, 1985. LENITA SMITH -City Clerk (S E A L)