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HomeMy WebLinkAbout85-9-2736403 maturity of such Bond, at an annual interest rate of 9%%. The interest on this Bond shall be computed at such interest rate on the basis of the actual number of days elapsed based on an actual year of 365 or 366 days, as the case may be or which interest rate has been agreed upon by the Issuer, the Borrower, and Citizens Bank and Trust Company, Paducah, Kentucky, as Purchaser (the "Purchaser"), pursuant to Section 103.230 of the Kentucky Revised Statutes. The principal and interest requirements of the Bond, based on the agreed interest rate, are specified in the Trust Indenture. SECTION 2. APPROVAL AND AUTHORIZATION OF EXECUTION OF VARIOUS DOCUMENTS; LOAN AGREEMENT, TRUST INDENTURE; CONTRACT OF PURCHASE OF BOND The following documents in the respective forms attached to this ordinance are hereby approved, subject to such minor changes, insertions, or omissions as may be approved by the Mayor, such approval to be conclusively evidenced by his execution of said documents, in order to effectuate the purposes of this ordinance; and the Mayor is hereby authorized to execute and acknowledge same for an on behalf of the Issuer; and the Clerk of the Board of Commissioners is authorized to attest same and to affix thereto the corporate seal of the Issuer. Said documents are hereby ordered to be filed in the office of the Clerk of the Board of Commissioners, labelled respectively, Exhibits A, B. and C, as identified below, and each of said documents is ordered to be recorded with this ordinance in the official records of the Issuer: (a) The Loan, Mortgage and Security Agreement, (the "Loan Agreement"), dated as of September 1, 1985, between the Issuer and the Borrower. (Exhibit A) (b) The Trust Indenture (the "Indenture"), dated as of September 1, 1985, between the Issuer and Citizens Bank and Trust Company, Paducah, Kentucky, as Trustee. (Exhibit B) (c) The Contract of Purchase of Bond, dated as of September 1, 1985, between the Issuer and Citizens Bank and Trust Company, Paducah, Kentucky, as the Purchaser and also approved by the Borrower, providing for the sale of the Bond to the Purchaser at the aggregate price of $2,000,000 (100% of par), at the interest rate set forth herein, and upon the respective terms and conditions set forth in said Contract. The approval of said Contract by the Borrower and a separate attached letter from the Borrower to the Issuer evidences the request of the Borrower that the Bond be sold at private sale upon a negotiated basis, as authorized by KRS 103.230. (Exhibit C) SECTION 3. DISBURSEMENT OF PROCEEDS OF BOND. The borrower and the Trustee are authorized to carry out the procedures specified in the Indenture for the supervision of the construction and equipping of the Project and for the payment from time to time of the costs of such construction and equipping and related expenses as same progress. Such procedures shall include reimbursement to the Borrower for all advances made by the Borrower toward the cost of the Project in contemplation of the issuance of this Bond, in reliance on the commitment of the Issuer in the Preliminary Memorandum of Agreement approved by the Inducement Resolution adopted by the Board of Commissioners of the Issuer on February 26, 1985. SECTION 4. REVENUES OF THE PROJECT. The revenues and other payments to be received by the Issuer under the terms of the Loan Agreement are determined to be sufficient to pay the principal of and interest on the 404 Bond as the same become due and payable; and all of said payments and other payments received under the Loan Agreement and all other revenues arising out of or in connection with the Loan Agreement, are hereby pledged to secure such payments and revenues, and in addition, for such other purposes as are more fully specified in the Indenture. SECTIONS. DESIGNATION OF TRUSTEE. Citizens Bank and Trust Company of Paducah, Kentucky, is hereby designated as the corporate trustee under the Indenture and also as paying agent and bond registrar for the Bond. SECTION 6. EXECUTION OF BOND.. The Bond shall be executed in the manner provided in the Indenture and shall be delivered to the Trustee for proper authentication and delivery by the Trustee to the Purchaser with instructions to that effect-, as provided in the Indenture. SECTION 7. MAYOR AND OTHER OFFICIALS OF ISSUER TO TAKE ANY OTHER NECESSARY ACTION Pursuant to the Constitution and Laws of the Commonwealth of Kentucky, the Mayor, the Clerk of the Board of Commissioners, and all other appropriate officials of the Issuer are hereby authorized and directed to take any and all further action and to execute and deliver all other documents as may be necessary to effect the issuance and delivery of the Bond. SECTION 8. COMPLIANCE WITH FEDERAL ARBITRAGE REQUIREMENTS. The Issuer covenants that sums derived from the proceeds of the Bond shall not be invested in investments in a manner which would cause the bond to be treated as an "arbitrage bond" within the meaning of Section 103 of the Internal Revenue Code, as amended, and the applicable Regulations thereunder. Prior to or at the time of delivery of the bond, the Mayor, and the Clerk of the Board of Commissioners, who are jointly and severally charged with the responsibility for the issuance of the Bond, are authorized to execute the appropriate certification with reference to the matters required and contemplated by such statute and Regulations, setting out all known and contemplated facts concerning the anticipated construction and equipping, expenditures, and investments, including the execution of necessary and/or desirable certifications contemplated by the aforesaid regulations in order to assure that interest on the Bond will be exempt from all federal income taxes and that the Bond will not be treated as an "arbitrage bond". Such off icer(s) is (are) entitled to rely upon information furnished by the Borrower in making such certifications and representations unless they, or either of them, shall be aware of any fact or circumstances which would cause such certifications or representations to be questioned. SECTION 9. SEVERABILITY CLAUSE. If any section, paragraph, clause, or provision of this Ordinance shall be ruled by any court of competent jurisdiction to be invalid, the invalidity of such section, paragraph, clause, or provision shall not affect any of the remaining provisions thereof. SECTION 10. CAPTIONS OF CLAUSE. The captions of this Ordinance are for convenience only and are not to be construed as part of this Ordinance nor as defining or limiting in any way the scope or intent of the provisions hereof. To the extent any Resolution, Ordinance or part thereof is in conflict, the provisions of this Ordinance shall prevail. SECTION 11. EFFECTIVE DATE OF ORDINANCE. This Ordinance shall take effect from and after its adoption, approval and publication of Notice of Passage hereof (including the title of this Ordinance), which publication is hereby approved and ordered to be made by the Clerk of the Board of Commissioners pursuant to KRS 67.077 and KRS 103.210. JOE VITERISI Mayor Introduced by the Board of Commissioners September 10, 1985 Adopted by the Board of Commissioners September 24, 1985 Recorded by Lenita Smith, City Clerk, September 24, 1985 Published by The Paducah Sun September 30, 1985. ATTEST: City Clerk APPROVED AS TO FORM AND LEGALITY (Seal of Issuer) I, Lenita Smith, hereby certify that I am the duly appointed and qualified Clerk of the Board of Commissioners of the City of Paducah, Kentucky, that the foregoing is a true copy of an Ordinance duly adopted by the Board of Commissioners of said Issuer, signed by the Mayor of said Issuer, and attested under seal by me as Clerk of the Board of Commissioners, at a propertly convened term and session of said Board of Commissioners held on September 24, 1985, as shown by the official records in my custody and under my control, that Notice of Passage of said Ordinance has been ordered to be published as required by law (KRS 67.077 and KRS 103.210), that said Ordinance appears as a matter of public record in Board of Commissioners Ordinance Book No. 1985, that attached hereto are true copies of the documents approved therein, and that copies of such documents have also been duly filed and recorded in the official records of the Board of Commissioners of the City of Paducah. IN WITNESS WHEREOF, I have hereto set my hand as Clerk of the Board of Commissioners and the Seal of the Issuer, this September 24, 1985. Clerk of the Board of Commissioners (Seal of Issuer) 405