HomeMy WebLinkAbout85-10-2759431
ORDINANCE NO. 85-10-2759
CITY OF PADUCAH, KENTUCKY
AN ORDINANCE OF THE CITY OF PADUCAH, KENTUCKY, AUTHORIZING AND PROVIDING
FOR THE ISSUANCE AND SALE OF ONE MILLION TWO HUNDRED THOUSAND DOLLARS
PRINCIPAL AMOUNT OF CITY OF PADUCAH SEWER SYSTEM REVENUE BONDS, SERIES
OF 1985, DATED NOVEMBER 1, 1985, UNDER THE PROVISIONS OF SECTION 94.160,
AS THEY WERE IN EFFECT AT THE TIME OF THE ISSUANCE OF THE BONDS OF 1965
HEREINAFTER REFERRED TO, AND SECTIONS 96.350 TO 96.510, INCLUSIVE, OF
THE KENTUCKY REVISED STATUTES, FOR THE PURPOSE OF DEFRAYING THE COST OF
EXTENSIONS, ADDITIONS AND IMPROVEMENTS TO THE MUNICIPAL SEWER SYSTEM;
PROVIDING FOR SAID BONDS TO RANK ON A PARITY WITH THE OUTSTANDING
$42,000 OF CITY OF PADUCAH SEWER SYSTEM REVENUE BONDS OF 1965 AND THE
$1,110,000 OF CITY OF PADUCAH SEWER SYSTEM REVENUE BONDS OF 1974;
SETTING FORTH THE TERMS AND CONDITIONS UPON WHICH SAID $1,200,000 OF
BONDS DATED NOVEMBER 1, 1985, ARE TO BE AND MAY BE ISSUED AND OUT-
STANDING; AND PROVIDING FOR THE COLLECTION, SEGREGATION AND DISTRIBUTION
OF THE REVENUES OF SAID MUNICIPAL SEWER SYSTEM.
WHEREAS, the City of Paducah, a second class city, in McCracken County, Kentucky,
presently owns and operates the municipal sewer system of said City, and
WHEREAS, by a certain Ordinance adopted on July 20, 1965 (the "1965 Bond
Ordinance"), the Board of Commissioners of said City authorized the issuance of $600,000 of
City of Paducah Sewer System Revenue Bonds of 1965, dated August 1, 1965 (the "Bonds of
1965"), for the purpose of defraying the cost (not otherwise provided) of constructing
extensions, additions and improvements to .the municipal sewer system of the City, and
WHEREAS, there are now outstanding $42,000 of said Bonds of 1965, scheduled to
mature on January 1, 1986, and
WHEREAS, by a certain Ordinance enacted on April 16, 1974 (the "1974 Bond
-Ordinance"), the Board of Commissioners of said City authorized the issuance of $1,340,000 of
City of'Paducah Sewer System Revenue Bonds, Series of'1974, dated April 1, 1974', and
WHEREAS, there are now outstanding $1,110,000 of said Bonds of 1974 scheduled to
mature on January 1, 1986 through January 1, 1998, and
WHEREAS, said $42,000 of Bonds of 1965 and said $1,110,000 of Bonds of 1974 by
their terms are payable from and secured by a first pledge of the income and revenues from the
operation of said municipal sewer system of said City, and all of said Bonds presently
outstanding are current as to payments of both principal and interest and for the security of
which a'certain Bond and Interest Redemption Fund (the "Bond Fund") and certain reserves are
being maintained in the amounts and manner as prescribed by said 1965 Bond Ordinance pursuant
to which said Bonds of 1965 were issued and are presently outstanding, and
WHEREAS, in and by said 1965 Bond Ordinance, the right and privilege were reserved
by said City under conditions and restrictions therein set out, of issuing additional bonds
from time to time, payable from the income and revenues of said system and ranking on a parity
with said outstanding Bonds of 1965, for the purpose, among other things, of constructing
extensions, additions and improvements to said system, which conditions and restrictions are
found to currently exist and prevail so as to permit the issuance of such additional bonds in
the amount of $1,200,000, as hereinafter authorized, and ranking on a parity with said
outstanding $42,000 of Bonds of 1965, and
WHEREAS, in and by said 1974 Bond Ordinance all of the provisions of said 1965 Bond
Ordinance were reconfirmed with the result that said $1,200,000 of Bonds may be issued ranking
on a parity also with said $1,110,000 of Bonds of 1974, and
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WHEREAS, it is deemed advisable and for the best interests of the City that the
Board of Commissioners authorize the issuance and sale of $1,200,000 of City of Paducah Sewer
System Revenue Bonds, Series of 1985, dated November 1, 1985, for the purpose of defraying the
cost (not otherwise provided) of constructing extensions, additions and improvements to the
existing municipal sewer system, and
WHEREAS, under the provisions of Section 94.160 as it existed in 1965 when the
Bonds of 1965 were issued, and Sections 96.350 to 96.510, inclusive, of the Kentucky Revised
Statutes, and under the provisions of said 1965 Bond Ordinance, said City is authorized to
issue said Bonds to provide such funds for the purpose aforesaid,
NOW, THEREFORE, THE BOARD OF COMMISSIONERS OF THE CITY OF PADUCAH, KENTUCKY, DOES
ORDAIN AS FOLLOWS:
SECTION 1. DEFINITIONS.
"Bond" and "Person" shall include the plural as well as the singular number unless
the context should otherwise indicate. The term "Bondowner" means and contemplates unless the
context otherwise indicates, the registered owner(s) of the Bonds of 1985 at the time issued
and outstanding hereunder, or any of them.
"Bond Ordinance of 1965" refers to the Ordinance authorizing said Bonds of 1965,
which Ordinance was enacted on July 20, 1965.
"Bond Ordinance of 1974" refers to the Ordinance authorizing said Bonds of 1974,
which Ordinance was enacted on April 16, 1974.
"Bond Ordinance of 1985" refers to this Ordinance authorizing said Bonds of 1985.
"Bond Fund" refers to_the "Paducah Sewer System Bond and Redemption Fund" created
in said 1965 Bond Ordinance.
"Bond Register" means the books and records maintained by the Bond Registrar as to
the registered ownership and transfer of ownership of the Bonds of 1985.from time to time.
"Bond Registrar", "Registrar", "Transfer Agent", and "Payee Bank" refers to the
bank which shall constitute the Bond Registrar, Transfer Agent, and Payee Bank, with respect
to The Bonds of 1985, which bank shall have the duties and responsibilities of (a) issuing
semiannual checks in payment of the interest requirements as to the Bonds of 1985, (b) paying
the principal (and premium, if any) of the same at maturity or applicable redemption date
prior to maturity upon surrender of the Bonds of 1985,'(c) authenticating, issuing, and
delivering the Bonds of 1985 to the original`purchasers of same in accordance with the sale of
the Bonds of 1985, at the direction of the Issuer, (d) maintaining the Bond Register,
(e) handling exchanges, cancellations, reissuance, redemption, and all appurtenant duties of a
Bond Registrar and Transfer Agent with respect to the Bonds of 1985, as hereinafter set out,
provided that in the carrying out of any of the foregoing functions and duties, such Bank
shall have no obligation to pay out any moneys not received by it. The initial Bond
Registrar, Transfer Agent, and Payee Bank hereby designated is The Paducah Bank & Trust
Company, Paducah, Kentucky; provided, however, it is understood that the Issuer reserves the
right to designate a different FDIC instrumentality to perform any and all of the functions of
Bond Registrar, Transfer Agent,, and Payee Bank. , -
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"Bonds of 1965" refers to the outstanding $42,000 of Bonds of said original
authorized issue of $600,000 of City of Paducah Sewer System Revenue Bonds of 1965, dated
August 1, 1965.
"Bonds of 1974" refers to the outstanding $1,110,000 of Bonds of said original
authorized issue of $1,340,000 of City of Paducah Sewer System Revenue Bonds of 1974, dated
April 1, 1974.
"Bonds of 1985" refers to the outstanding $1,200,000 of City of Paducah Sewer
System Revenue Bonds, Series of 1985, dated November 1, 1985.
"Construction Project" or "1985 Construction Project" refers to the proposed
extensions, additions and improvements to the municipal sewer system of said City, the cost of
which construction project is being financed by the Bonds of 1985.
"Debt Service Reserve" refers to the "Paducah Sewer System Debt Service Reserve"
created as part of said Bond Fund.
"Depository Bank" refers to The Paducah Bank & Trust Company, Paducah, Kentucky,
which Bank shall have the duties of acting as depository of the various funds created and now
existing pursuant to said Bond Ordinance of 1965, said Bond Ordinance of 1974 and this Bond
Ordinance, provided, however, it is agreed that the Issuer reserves the right to designate a
different FDIC instrumentality to perform any and all of the functions of the Depository Bank
as set out herein.
"Eligible 15% of Outstanding Bonds" refers to an amount equal to 15% of the lesser
of (a) the face amounts (par) of the original authorized issues of the Bonds of 1965, the
Bonds of 1974 and the Bonds of 1985, or (b) the net proceeds thereof if originally sold at
less than 98% of par, of whatever bonds are outstanding against and payable from the revenues
of the system to the extent that such percentage of such Bonds is, in the opinion of Bond
Counsel or Special Tax Counsel exempt from restrictions as to investment yield under Section
103 of the Internal Revenue Code as amended, and the applicable arbitrage regulations
thereunder.
"Exempt Revenues" refers to the revenues of the sewer system which --are exempt from
limitation as to investment rate under Section 103(c) of the Internal Revenue Code, as
amended, and the applicable arbitrage regulations thereunder, which Exempt Revenues are:
(a) amounts deposited in the Bond Fund for the purpose of paying Debt Service on
any Outstanding Bonds within thirteen months from the date of deposit;
(b) amounts deposited in the Debt Service Reserve to the extent that such deposits
do not cause the total amount deposited therein to exceed the "Eligible 15% of
Outstanding Bonds", as defined herein, provided that if and whenever federal
arbitrage regulations shall, in the opinion of recognized Bond Counsel and/or
Special Tax Counsel, permit a limit larger than 15% to be applicable, such limit
shall be considered to be automatically increased, eliminated, or otherwise revised
as to the Issuer's System, consistent with such opinion.
(c) amounts deposited in a Depreciation Fund or reserve for replacements,
reasonably expected to be used for extensions, additions, improvements, and/or
replacements to the system, and not reasonably expected to be used to pay debt
service (even if pledged to be used to pay debt service in the event of the
unexpected inadequacy of other funds pledged for that purpose).
(d)_ amounts deposited in the Sewer Operation and Maintenance Fund created by said
Ordinance of 1965.
"Interest Payment Date(s)" shall mean July 1 and January 1 of each year, commencing
July 1, 1986.
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Kentucky.
Kentucky-.- -
"Issuer" refers to the City of Paducah, Kentucky.
"Issuer Chief Officer" or "Mayor" refers to the Mayor of the City of Paducah,
",Issuer Clerk" or "Cle.rk"_ refers to the City Clerk of the City of Paducah,
"Non -Exempt Revenues" refers to the revenues of the system deposited in any of the
funds earmarked for or reasonably -expected to be used for the payment of debt service on any
outstanding Bonds in excess of "Exempt Revenues", as defined herein.
"Original Purchasers" or "Purchasers" -refers to,the original purchasers of the
Bonds of 198.5 at the public sale, including all members of their purchasing syndicate or
group.
"Outstanding Bonds" refers to the, outstanding Bonds of 1965, Bonds of 1974, Bonds
of 1985 and any other bonds whcih may be issued on the basis,of parity with such Bonds and
which are outstanding.
"Parity Bonds" means bonds issued in the future, which bonds will, pursuant to the
provisions of the Ordinance of 1965, the Ordinance of 1974, and the Ordinance of 1985, rank on
a basis of parity with all of such Bonds, and shall not be deemed to include, nor to prohibit
the issuance of, bonds ranking inferior, as to security to the Bonds of 1965, the Bonds of 1974
and the Bonds of 1985.
"Regular Record Date" shall mean with respect to any Interest Payment Date as to
the Bonds of 1985, the close of business on June 15 or December 15, as the case may be, next
preceding such Interest Payment Date, whether or not -such June 15 or December 15 is a business
day.
Issuer.
"Sewer System" "System" or "system" refers to the municipal sewer system of the
"Special Tax Counsel" refers to _a nationally recognized firm of tax counsel with
reference to the taxation of municipal bonds and/or the interest thereon.
SECTION 2. CONSTRUCTION AWARD APPROVED; WORK AUTHORIZED.
The Board of Commissioners hereby authorizes, approves, ratifies and confirms its
previous action in awarding the contracts for the construction of said 1985 construction
proJect, to the lowest and best bidders and further approves the action of the City officials
in entering into formal contracts with said bidders, subject to the necessary approvals being
obtained. Authority is hereby given for undertaking the construction of said construction
project according to the plans and specifications heretofore prepared for the City, after all
necessary approvals have been obtained.
SECTION 3. AUTHORIZATION OF BONDS.
For the purpose of defraying the costs (not otherwise provided) of said 1985
construction project, there are hereby authorized to be presently issued and sold One Million
Two Hundred Thousand Dollars ($1,200,000) principal amount of City of Paducah Sewer System
Revenue Bonds, Series of 19853, dated and bearing interest from November 1, 1985 (the "Bonds of
1985"). Said Bonds of 1985 shall mature serially on January L of the respective years, as set
out.below and shall bear interest payable on July 1, 1986 and thereafter semiannually on the
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Kentucky.
Kentucky-.- -
"Issuer" refers to the City of Paducah, Kentucky.
"Issuer Chief Officer" or "Mayor" refers to the Mayor of the City of Paducah,
"Issuer Clerk" or "Clerk" -refers to the City Clerk. of the City of Paducah,
"Non -Exempt Revenues" refers to the revenues of the system deposited in any of the
funds earmarked for or reasonablyexpected to be used for the payment of debt service on any
outstanding Bonds in excess of "ExemptRevenues", as defined herein.
"Original Purchasers" or "Purchasers." refers to,the original purchasers of the
Bonds of 19.8.5 at the public sale, including all member's of their purchasing syndicate or
group.
"Outstanding Bonds" refers to the outstanding Bonds of 1965, Bonds of 1974, Bonds
of 1985 and any other bonds whcih may be issued on the basis of parity with such Bonds and
which are outstanding.
"Parity Bonds" means.bonds issued in the future, which bonds will, pursuant to the
provisions of the Ordinance of 1965, the Ordinance of 1974, and the Ordinance of 1985, rank on
a basis of parity with all of such Bonds, and shall not be deemed to include, nor to prohibit
the issuance of, bonds ranking inferior as to security to the Bonds of 1965, the Bonds of 1974
and the Bonds of 1985.
"Regular Record Date" shall mean with respect to any Interest Payment Date as to
the Bonds of 1985, the close of business on June 15 or December 15, as the case may be, next
preceding such Interest Payment Date, whether or not ,such June 15_ or December 15 is a business
day.
Issuer.
"Sewer System" "System" or "system" refers to the municipal sewer system of the
"Special Tax Counsel" refers to_a nationally recognized firm of tax counsel with
reference to the taxation of municipal bonds and/or the interest thereon.
SECTION 2. CONSTRUCTION AWARD APPROVED; WORK AUTHORIZED.
The Board of Commissioners hereby authorizes, approves, ratifies and confirms its
previous action in awarding the contracts for the construction of said 1985 construction
project, to the lowest and best bidders and further approves the action of the City officials
in entering into formal contracts with said bidders, subject to the necessary approvals being
obtained. Authority is hereby given for undertaking the construction of said construction
project according to the plans and specifications heretofore'prepared for the City, after all
necessary approvals have been obtained.
SECTION 3. AUTHORIZATION OF BONDS.
For the purpose of defraying the costs (not otherwise provided) of said 1985
construction project, there are hereby authorized to be presently issued and sold One Million
Two Hundred Thousand Dollars ($1,200,000) principal amount of City of Paducah Sewer System
Revenue Bonds, Series of 1985, dated and bearing interest from November 1, 1985 (the "Bonds of
1985"). Said Bonds of 1985 shall mature serially on January l.of the respective years, as set
out .below and shall bear interest payable on July 1, 1986 and thereafter semiannually on the
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"Bonds of 1965" refers to the outstanding $42,000 of Bonds of said original
authorized issue of $600,000 of City of Paducah Sewer System Revenue Bonds of 1965, dated
August 1, 1965.
"Bonds of 1974" refers to the outstanding $1,110,000 of Bonds of said original
authorized issue of $1,340,000 of City of Paducah Sewer System Revenue Bonds of 1974, dated
April 1, 1974.
"Bonds of 1985" refers to the outstanding $1,200,000 of City of Paducah Sewer
System Revenue Bonds, Series of 1985, dated November 1, 1985.
"Construction Project" or "1985 Construction Project" refers to the proposed
extensions, additions and improvements to the municipal sewer system of said City, the cost of
which construction project is being financed by the Bonds of 1985.
"Debt Service Reserve" refers to the "Paducah Sewer System Debt Service Reserve"
created as part of said Bond Fund.
"Depository Bank" refers to The Paducah Bank & Trust Company, Paducah, Kentucky,
which Bank shall have the duties of acting as depository of the various funds created and now
existing pursuant to said Bond Ordinance of 1965, said Bond Ordinance of 1974 and this Bond
Ordinance, provided, however, it is agreed that the Issuer reserves the right to designatea
different FDIC instrumentality to perform any and all of the functions of the Depository Bank
as set out herein.
"Eligible 15% of Outstanding Bonds" refers to an amount equal to 15% of the lesser
of (a) the face amounts -(par) of the original authorized issues of the Bonds of 1965, the
Bonds of 1974 and the Bonds of 1985, or (b) the net proceeds thereof if originally sold at
less than 98% of par, of whatever bonds are outstanding against and payable from the revenues
of the system to the extent that such percentage of such Bonds is, in the opinion of Bond
Counsel or Special Tax Counsel exempt from restrictions as to investment yield under Section
103 of the Internal Revenue Code as amended, and the applicable arbitrage regulations
thereunder.
"Exempt Revenues" refers to the revenues of the sewer system which_are exempt from
limitation as to investment rate under Section 103(c) of the Internal Revenue Code, as
amended, and the applicable arbitrage regulations thereunder, which Exempt Revenues are:
(a) amounts deposited in the Bond Fund for the purpose of paying Debt Service on
any Outstanding Bonds within thirteen months from the date of deposit;
(b) amounts deposited in the Debt Service Reserve to the extent that such deposits
do not cause the total amount deposited therein to exceed the "Eligible 15% of
Outstanding Bonds", as defined herein, provided that if and whenever federal
arbitrage regulations shall, in the opinion of recognized Bond Counsel and/or
Special Tax Counsel, permit a limit larger than 15% to be applicable, such limit
shall be considered to be automatically increased, eliminated, or otherwise revised
as to the Issuer's System, consistent with such opinion.
(c) amounts deposited in a Depreciation Fund or reserve for replacements,
reasonably expected to be used for extensions, additions, improvements, and/or
replacements to the system, and not reasonably expected to be used to pay debt
service (even if pledged to be used to pay debt service in the event of the
unexpected inadequacy of other funds pledged for that purpose).
(d)., amounts deposited in the Sewer Operation and Maintenance Fund created by said
Ordinance of 1965.
"Interest Payment Date(s)" shall mean July 1 and January 1 of each year, commencing
July 1, 1986.
EA 5161
first days of January and July of each year, at an interest rate or rates to be fixed by Order
of the Board of Commissioners of the City as a result of the advertised sale of the Bonds of
1985.
The maturities of said $1,200,000 of Bonds shall be as follows:
Maturity
Principal
Maturity
Principal
January 1
Amount
January 1
Amount
1987
$ 15,000
1997
$ 70,000
1988
15,000
1998
55,000
1989
20,000
1999
85,000
1990
20,000
2000
95,000
1991
20,000
2001
100,000
1992
25,000
2002
110,000
1993
25,000
2003
125,000
1994
35,000
2004
135,000
1995
45,000
2005
150,000
1996
55,000
The Bonds of 1985 shall be issued only in fully registered form, without coupons,
in the denomination of $5,000 or any integral multiple thereof within a single maturity, and
shall be numbered consecutively from R-1 upward. Each initially issued Bond of 1985 and each
Bond of 1985 issued prior to the first Interest Payment Date on the Bonds of 1985, July 1,
1986, shall be dated as of and shall bear interest from November 1, 1985. Each Bond of 1985
issued (as a result of exchange or transfer) after such first Interest Payment Date on the
Bonds of 1985 shall be dated as of and shall bear interest from the Interest Payment Date next
preceding the date on which such Bond of 1985 is issued, unless such Bond of 1985 is issued on
an Interest Payment Date, in which case it shall be dated as of and shall bear interest from
such date of issue; provided, however, that if at the time of issuance of any Bonds of 1985
the interest thereon is in default, such Bond of 1985 shall be dated as of the date to which
interest has been paid in.full.
The person in whose name any Bond of 1985 is registered on the Bond Register
maintained by the Bond Registrar, on the Regular Record Date with respect to an Interest
Payment Date, shall be entitled to receive the interest payable on such Interest Payment Date
(unless such Bond of 1985 shall have been called for redemption on a redemption date which is
prior to such Interest Payment Date) notwithstanding the cancellation of such Bond of 1985
upon any registration of transfer or exchange thereof subsequent to such Regular Record Date
and prior to such Interest Payment Date, except in the event of default.
SECTION 4. BONDS SUBJECT TO REDEMPTION.
(a) Redemption Prior to Maturity.
The,Bonds maturing on and after January 1, 1997, are subject to redemption prior to
maturity, at the option of the Issuer, on any Interest Payment Date on and after July 1, 1996,
in inverse order of their maturities and by lot within a single maturity at the following
redemption prices (expressed as a percentage of principal amount) plus accrued interest to the
date of redemption, as follows: ,
Redemption Dates (Inclusive) Redemption Price
July 1, 1996 through January 1, 1999 103%
July 1, 2000 through January 1, 2002 102%
July 1, 2003 and thereafter 101%
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(b) Redemption of Less than All of a Single Bond.
In the event that a Bond of 1985 subject to redemption is in a denomination larger
than $5,000, a portion of such Bond of 1985 may be redeemed, but only in a principal amount
equal to $5,000 or any integral niultiplel thereof', if the Bond of. 1,985 -is: one -of the maturities
or amounts or part'Mf the maturities oramounts called for redemption. Upon surrender of any
Bond of 1985 for redemption in part, the Registrar shall (authenticate and) deliver an
exchange Bond of 1985 or Bonds of 1985 in an aggregate principal amount equal to the
unredeemed portion of the Bonds of 1985 so surrendered.
(c) Notice of Redemption.
The Registrar shall give notice of any redemption by sending at least one such
notice by certified or registered mail not less than 30 and not.more than 60 days prior to the
=date fixed'fo=r redemption to the'Registered Owner of each Bond of 1985 to be redeemed in whole
or in -pari at the -address shown orn Ahe Bond Register sas of -the date of mailing of such notice.
The Registrar may furnish one other form of such notice more than 60 days prior to the date
fixed for redemption, provided at least one such notice shall be sent not less than 30 nor
more than 60 days prior.to such date. Such notice shall state the redemption date, the
redemption price, the amount (or number of months) of accrued interest payable on the
redemption date, the place at which the Bonds of 1985 are to be surrendered for payment, and,
if less than all of the Bonds of 1985 outstanding are to be redeemed, an identification of the
Bonds of 1985 or portions thereof to be redeemed. Any notice mailed as provided in this
Section shall be conclusively presumed to have been duly given, whether or not the Bondowner
receives such notice. Prior to each redemption date, -the Registrar shall make provision, to
the extent funds are then available therefor for the payment of ithe redemption price of the
Bonds of 1985 to be redeemed on such date by setting aside and holding in trust an amount
sufficient to pay such redemption price. Upon presentation and surrender of any such Bond of
1985 at the main corporate trust office of the Registrar on or after the date fixed for
redemption, the Registrar shall pay the redemption price of such Bond of 1985 (including
accrued interest) from the funds set aside for such purpose.
All of said Bonds of 1985 as to which the Issuer reserves and exercises the right
of redemption and asT -'to -"which noItTde `44 of oresa A shall have been given, and -for the ;
retirement of which, upon the terms aforesaid, funds are duly provided; will cease to bear
interest on the redemption date.
1' The'`requftdd notice shall be deemed to have been given upon the Issuer furnishing
notice of redemption to the Registrar and upon the 'Registrar acknowledging that it has
instructions to send -such notice -''arid that it' -will do so at the proper time, even if the time
for frarYshing "such iotice has not yet arrived.
SECTION 5. PLACE OF PAYMENT AND MANNER OF EXECUTION:'
The principal.°of` (and premium, if any) and )interest On) ,the Bonds of 1985 shall be
payable in lawful money of the United States of America as they respectively become due,
whether at maturity or by prior redemption. The principal of each Bond of 1985 is payable
upon surrender of same at the main office of the Payee Bank and Bond Registrar. Interest on
the Bonds of 1985 shall be paid by check mailed by the Payee Bank to the persons entitled
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thereto as of the end of business on the Regular Record Date preceding each applicable
Interest Payment Date, at the respective addresses appearing on the Bond Register.
So long as any Bonds of 1985 or Parity Bonds remain outstanding, the Registrar
shall keep at its principal office a Bond Register showing and recording a register of the
owners of the Bonds of 1985 and shall provide for the registration and transfer of Bonds of
1985 in accordance with the terms of this Ordinance, subject to such reasonable regulations as
the Registrar may prescribe.
The Bonds shall be executed on behalf of the Issuer with the duly authorized
reproduced facsimile signature of the Mayor; and the reproduced facsimile of the Issuer's
corporate seal shall be imprinted thereon and attested by the reproduced facsimile signature
of the Issuer Clerk; and said officials, by the execution of appropriate certifications, shall
adopt as'and for their own proper signatures, their respective facsimile signatures on said
Bonds of 1985; provided the Authentication Certificate of Registrar must be executed by the
manual signature of the Registrar on each Bond of 1985 before such Bond of 1985 shall be
valid, as set out in the next succeeding literary paragraph herein.
The Bonds of 1985, after being printed, shall 'be delivered to the Bond Registrar.
No Bond of 1985 shall be valid or obligatory for any purpose or be entitled to any security of
benefit of this Ordinance unless and until such Bond of 1985 has been duly authenticated by
the Registrar by the execution of the Authentication Certificate of Registrar appearing on
such Bond. Such Certificate appearing on any Bond of 1985 shall be deemed to have been duly
executed by the Registrar if manually signed by an authorized officer of the Registrar. It
shall not be required that the same officer of the Registrar sign such Certificate on all of
the Bonds of 1985.
The Bonds of 1985 may be delivered initially in the form of a single, fully
registered, typewritten "Master Bond" in the full principal amount of the entire bond issue,
registered in the name of the Original Purchasers in substantially the form attached to and
made a part of this Bond Ordinance as Exhibit A. Such Master Bond shall be convertible
through the issuance of printed bond certificates to the persons designated by the respective
Original Purchasers. Based on such format, with the Master Bond being signed with the manual
signature of the Mayor of the Issuer, with the official seal of the Issuer affixed and
attested with the manual signature of the Issuer Clerk, and with the Authentication
Certificate of Registrar thereon being signed by the Bond Registrar, the actual printed bond
certificates may be executed in the manner heretofore prescribed in this Section without the
manual signature of either the Mayor or the Issuer Clerk. It is hereby determined by the
Issuer, upon the advice of Bond Counsel, that the manual execution of the Master Bond by the
Issuer officials shall constitute compliance with the statutory requirement of one manual
signature as to each subsequent "exchange Bond" issued in substitution and exchange for the
Master Bond or in exchange for any subsequent exchange Bond.
Arrangements shall be made for the printing of sufficient Bond Certificates to
enable the Bond Registrar to maintain an adequate reserve supply of such Bond Certificates to
effect properly the continuing transfers and exchanges of ownership of Bond Certificates as
same are sold, exchanged, and/or otherwise surrendered in the future. No further action
438
regarding the authorization or execution of additional Bond Certificates shall be required by
the Board of Commissioners, the Mayor, or the Issuer Clerk.
At least 3 business days prior to the delivery of the Master Bond, each of the
Original Purchasers ("Purchasers") shall furnish to the Bond Registrar, the name, address,
social security number or taxpayer identification number, principal amount, and maturities of
each party to whom the Bonds of 1985 shall have been resold and in whose name the Bonds of
1985 are to be registered. The Bond Registrar shall then issue and deliver to each respective
purchaser from the Original Purchasers, not more than 3 business days following the delivery
of the Master Bond to the Original Purchasers, fully registered printed Bond Certificates for
each registered owner so designated, in substantially the same form as that set out in Section
7 hereof.
Pending the preparation of the definitive Bonds of 1985 the Issuer may execute and,
upon the Issuer's request, the Registrar shall authenticate and deliver one or more temporary
(or Master) Bond(s) which are printed, lithographed, typewritten, mimeographed, or otherwise
produced, in any denomination, substantially of the tenor of the definitive Bonds of 1985 in
lieu of which they are delivered, in fully registered form without coupons, and with such
appropriate insertions, omissions, substitutions, and other appropriate and necessary
variations as the officers of the Issuer executing such temporary Bond(s) may determine, as
evidenced by their signing of such temporary Bond(s) of 1985.
Until exchanged for Bonds of 1985 in definitive form, such temporary and/or Master
Bond(s) shall be entitled to the benefit and security of this Ordinance. The Issuer shall,
without unreasonable delay, prepare, execute, and deliver printed Bonds of 1985 to the
purchasers from the Original Purchasers and/or their designees, and thereupon, upon the
presentation and surrender of the temporary or Master Bond(s), such printed Bonds of 1985
shall be delivered to the purchasers from the Original Purchasers and/or their designees in
exchange therefor. Such exchange will be made without the making of any charge therefor to
any owner of the Bonds of 1985.
All Bonds of 1985 shall be exchangeable and transferable upon the presentation and
surrender thereof at the office of the Registrar, duly endorsed for transfer or accompanied by
an assignment duly executed by the registered owner or his authorized representative, for a
Bond or Bonds of 1985 of the same maturity and interest rate and in the denomination of $5,000
and/or a multiple thereof within a single maturity, in an aggregate principal amount or
amounts equal to the unpaid principal amount of the Bond or Bonds of 1985 presented for
exchange. The Registrar shall be and is hereby authorized to (authenticate and) deliver
exchange Bonds in accordance with the provisions of this Section. Each exchange Bond
delivered in accordance with this Section shall constitute an original contractual obligation
of the Issuer and shall be entitled to the benefits and security of this Ordinance to the same
extent as the Bond or Bonds of 1985 in lieu of which such exchange Bond of 1985 is delivered.
In the event of non-payment of interest on one or more maturities on a scheduled
interest payment date, and for 30 days thereafter, a new record date for such interest payment
for such maturity or maturities("Special Record Date") shall be established by the Registrar,
if and when funds for the payment of such interest shall have been received from the Issuer.
439
Notice of the Special Record Date and of the Scheduled Payment Date of the Past Due Interest
("Special Payment Date", which shall be fifteen days after the Special Record Date) shall be
sent at least five business days prior to the Special Record Date by United States Mail, first
class postage prepaid, to the address of each owner of a Bond of 1985, as shown on the Bond
Register, of such maturity or maturities appearing on the books of the Transfer Agent at the
close of business on the last business day next preceding the date of mailing of such notice.
If any Bond of 1985 shall be mutilated, lost, stolen, or destroyed, the Issuer may
execute, authenticate, and deliver a new Bond of 1985 of like maturity and tenor in lieu of
and in substitution for the Bond mutilated, lost, stolen, or destroyed; provided that, in the
case of any mutilated Bond of 1985, such mutilated Bond shall first be surrendered to the
Issuer, and in the case of any lost, stolen or destroyed Bond of 1985, there shall be first
furnished to the Issuer satisfactory evidence of the ownership of such Bond and of such loss,
theft, or destruction, together with indemnity satisfactory to the Registrar. If any such
Bond of 1985 shall have matured, the Issuer (through the Registrar) may pay the same instead
of issuing a new Bond of 1985. The Issuer and/or the Registrar may charge the owner of such
Bond its (their) reasonable fees and expenses in this connection.
SECTION 6. BONDS PAYABLE OUT OF AND SECURED BY A
_PLEDGE OF AND FIRST LIEN ON THE REVENUES
OF THE SEWER SYSTEM.
All of said Bonds of 1985, with interest thereon, and any additional parity bonds
that may be issued and outstanding under the conditions and restrictions of said 1965 Bond
Ordinance, the 1974 Bond Ordinance, and this Ordinance of 1985, are to be issued in
anticipation of the revenues to be derived from the operation of said sewer system, all as
hereinafter more specifically provided, and shall be payable out of the Bond Fund, created in
said 1965 Bond Ordinance, on a parity basis with said Bonds of 1965, and shall be a valid
claim of, the holders thereof against said Fund and against a sufficient portion of the gross
revenues of said sewer system of the City pledged to said Fund. All of said Bonds of 1985,
together with said Bonds of 1965, and said Bonds of 1974, and any additional parity bonds
shall be and are further secured by a statutory mortgage lien against said sewer system, and
appurtenant facilities, together with all future extensions, additions and improvements
thereto, on a parity basis, as provided in said 1965 Bond Ordinance. At the time the Bonds of
1965 were issued KRS 94.160.and Sections 96.350 to 96.510, inclusive, were in full force and
effect and provided for a statutory mortgage lien on said sewer system and appurtenant
facilities to secure the Bonds of 1965. The Ordinance authorizing the Bonds of 1965 provided
that bonds on a_parity therewith might be issued at any time thereafter if certain conditions
were met, which resulted in contractual rights being given to the holders of the Bonds of 1965
and.the City of Paducah. The same statutory provisions were in effect when the Bonds of 1974
were issued resulting in contractual rights being given to the holders of the Bonds of 1974
and to the City of Paducah to issue bonds in the future pursuant to the same .provisions of
such statutes, regardless of whether the legislature repealed such statutes, which repeal
would be effective in situations where contractual rights would not be impaired. However, if
it should ever be held that the repeal of Section 94.160 of Kentucky Revised Statutes had the
effect of preventing the Bonds of 1985 from being issued on a parity with such Bonds of 1965
440
and such Bonds of 1974, it shall be considered that the Bonds of 1985 shall have been issued
pursuant to the provisions of KRS 58.010 through 58.140 of Kentucky Revised Statutes and that
the Bonds of 1965, the Bonds of 1974 and the Bonds of 1985 shall all be secured on a parity on
the basis of a first lien on the gross revenues of the sewer system of the City of Paducah,
and shall be secured by a lien created by the contractual provisions of this Ordinance to the
same extent as the holders of the Bonds of 1965 and the Bonds of 1974 are secured by a
statutory lien.
SECTION 7. BOND FORM.
Said Bonds of 1985 shall be in substantially the following form, with appropriate
insertions or omissions as may be consistent with this Ordinance:
UNITED STATES OF AMERICA
COMMONWEALTH OF KENTUCKY
COUNTY OF McCRACKEN
CITY OF PADUCAH
SEWER SYSTEM REVENUE BOND
SERIES OF 1985
No. R- CUSIP:
DATE OF ORIGINAL ISSUE: November 1, 1985 $
Principal Amount
INTEREST RATE:
MATURITY DATE:
KNOW ALL MEN BY THESE PRESENTS: That the City of Paducah, in the County of
McCracken, in the Commonwealth of Kentucky, for value received, hereby promises to pay, solely
from the special fund hereinafter identified, to the Registered Owner, or his or its
registered -assigns', as hereinafter identified, upon presentation and surrender of this Bond,
the principal sum of
DOLLARS
on the Maturity Date specified above, and to pay interest on said sum at the per annum
Interest.Rate.specified above, on July 1, 1986 from the date of original issue and
semiannually thereafter, or from the most recent Interest Payment Date preceding the date of
or on which this Bond was authenticated, unless this -Bond is authenticated on an Interest
Payment Date to which interest has been paid, in which event it shall bear interest from that
date, on July 1 and January 1 of each year ("Interest Payment Dates"), unless redeemed
(prepaid) prior thereto as hereinafter provided. The principal of and premium, if any, on
this Bond are payable upon surrender of this Bond, at maturity or at earlier redemption prior
to maturity, in lawful money of the United States of America at the main office of the Paducah
Bank & Trust Company, Paducah, Kentucky (the "Payee Bank" and the "Bond Registrar"). Interest
due on this Bond shall be paid by check or draft mailed by regular U. S. mail postmarked no
later than the due date thereof by the Payee Bank to the Registered Owner hereof at the
address shown as of the 15th day of the month preceding each Interest Payment Date on the Bond
'Register kept by the Payee Bank.
This Bond is one of a duly authorized series of bonds (said Bonds being hereinafter
collectively referred to as the "Bonds of 1985") in the principal amount of One Million Two
Hundred Thousand Dollars($1,200,000), issued by said City pursuant to an Ordinance: duly
enacted (the "1985 Bond Ordinance") for the purpose of defraying the cost (not otherwise
provided) of constructing extensions ,-additions and improvements to the municipal sewer system
of the City, as is more fully identified in said 1985 Bond Ordinance.
This Bond and all of the $1,200,000 of Bonds of 1985 rank on a parity as to
security and source of payment with $42,000 of outstanding Sewer System Revenue Bonds of 1965,
dated August 1, 1965 (the "Bonds of 1965"), authorized by an Ordinance enacted by the Board of
Commissioners of said City on July 20, 1965 (the "1965 Bond Ordinance"). Said 1965 Bond
Ordinance provided that so long as any of such Bonds of 1965 and/or any bonds ranking on a
parity therewith, are outstanding, said municipal sewer system shall be operated as a
revenue-producing project within the meaning of Section 94.160 and Sections 96.350 to 96.510,
inclusive, of the Kentucky Revised Statutes; and the aforesaid 1985 -Bond Ordinance also
provides that said municipal sewer system shall continue to be operated as a revenue-producing
project within the meaning of the foregoing so long as any of the Bonds of 1965, the Bonds of
1974, the Bonds of 1985 of which this Bond is one, and/or any bonds ranking on a parity
therewith, are outstanding. These Bonds of 1985 have been issued tinder and in full compliance
with said 1965 Bond Ordinance, said 1974 Bond Ordinance, said 1985 Bond Ordinance and the
Constitution and Statutes of the Commonwealth of Kentucky, including among others, Section
94.160 and Sections 96.350 to 96.510, inclusive, of the Kentucky Revised Statutes, as amended.
This Bond shall' be payable solely out of the revenues of the sewer system and does not
constitute an indebtedness of the City within the meaning of any constitutional provisions or
limitations, as provided in Sections 94.160 and 96.390 of the Kentucky Revised Statutes. This
Bond and the issue of which it is a part are secured by a first pledge of and a lien on the
first gross revenues of the system.
441
It is provided in and by said 1965 Bond Ordinance, in and by said 1974 Bond
Ordinance, and in and by said 1985 Bond Ordinance that additional bonds ranking on a parity
with said Bonds of 1965, said Bonds of 1974, and with these Bonds of 1985 may be issued and
outstanding upon the conditions and restrictions provided in said 1965 Bond Ordinance, said
1974!Bond Ordinance, and said 1985 Bond Ordinance; and these Bonds of 1985, together with such
additional Bonds ranking on a parity therewith as have been heretofore issued and are now
outstanding, viz., said $42,000 of outstanding Bonds of 1965, said $1,110,000 of outstanding
Bonds of 1974, and as may be hereafter issued and outstanding from time to time under the
parity conditions and restrictions of said 1965, 1974, and 1985 Bond Ordinances, are and will
continue to be payable from and secured by a first pledge of a fixed portion of the gross
income and revenues to be derived from the operation of said sewer system, which fixed portion
of said.gr.oss Ancome and -:revenues -shall ;be sufficient to pay the principal of and interest on
all of said outstanding Bonds as and when the same become due and payable, and which shall be
set aside-as..a special fund for that purpose and -identified as the "Paducah Sewer System Bond
and Interest Redemption Fund."
These Bonds of 1985, said Bonds of 1965, said Bonds of 1974, and any additional
parity bonds are further secured by a statutory mortgage lien against said sewer system and
appurtenant facilities, together with all future extensions, additions and improvements
thereto, as provided in Sections 94.160 and 96.400 of the Kentucky Revised Statutes. If as
provided in the Ordinance authorizing the Bonds of which this Bond is one, it should ever be
held that KRS 94.160 has been repealed and is: not to be effective with reference to the Bonds
of 1985, it shall be considered that the Bonds of 1985 have been issued pursuant to the
pr,ovisians- of-KRS 58.,010 through 58.140 of Kentucky Revised Statutes, and are secured by a
lien on the sewer system created by contract, which lien shall be identical in all respects
with the statutory lien securing .the -Bonds of; 1965 and 1974, as is more specifically set forth
in the Ordinance authorizing the Bonds of 1985.
Said City covenants that so long as any Bonds of said Bonds of 1965, said Bonds of
1974, and/or ,of these -Bonds of 1985,.are outstanding, said sewer system will be continuously
operated as a revenue-producing undertaking, and that the City will fix and charge such rates
for the services and facilities of saidsystem so that the income and revenues therefrom will
be sufficient to pay all of these Bonds of 1985, said Bonds of 1965, and said Bonds of 1974,
and the interest thereon as the same become due, to pay the cost of operation and maintenance
of said system and to provide for the depreciation thereof.
This Bond and the issue of which it is a part are issuable as fully registered
bonds in the denomination of $5,000 and any authorized multiple thereof within a single
maturity. -This,-Bond s transferable by:the registered owner hereof in person or by his
attorney duly authorized in writing at the main office of the Bond Registrar, but only in the
manner and subject -to the limitations provided in the.Bond Ordinance, and upon surrender and
cancellation of this Bond, duly endorsed for transfer or accompanied by an assignment duly
executed..by the registered owner or his- authorized. representative. Upon such transfer being
made, a new fully registered Bond or Bonds of the same series and the same maturity of
authorized denomination, for the same aggregate principal amount, will be issued to the
transferee in exchange for this Bond.
The Issuer and the Bond Registrar may deem and treat the registered owner hereof as
the absolute owner hereof for the purpose of receiving payment of principal hereof, premium,
if any, and interest due hereon and for all other purposes, and neither the Issuer nor the
Bond Registrar shall be affected by any notice to the contrary.
Bonds of these Bonds of,.1985 falling -due on and after January 1, 1997, are subject
to redemption by said City prior to maturity, in whole or in part, in the inverse order of
their maturities (less than all of a single maturity to be selected by lot in such manner as
may be determined by the Registrar), on any interest payment date falling on or after July 1,
1996, upon payment of face amount plus all accrued.interest maturing on and prior to the
redemption date, plus a redemption premium expressed in terms of a percentage of the face
amount of the Bonds called for redemption, as follows:
3% if redeemed on or after July 1, 1996, and on or before January 1, 1999;
2% if redeemed thereafter and on or before January 1, 2002; and
1% if redeemed thereafter and prior to final maturity.
In the event that a Bond subject to redemption is in a denomination larger than
$5,000, a portion of such Bond may be redeemed, but -only in a principal amount equal to $5,000
or any integral multiple thereof, if the Bond is one of the maturities or amounts or part of
the maturities or amounts called for redemption. Upon surrender of any Bond for redemption in
part, the Registrar shall (authenticate and.) deliver an exchange Bond or Bonds in an aggregate
principal amount equal to the unredeemed portion of the Bonds to be so surrendered.
The Registrar shall give notice of any redemption by sending such notice by
certified or registered.mail not less than 30 and not more than 60 days prior to the date
fixed for, redemption to,the registered owner of each Bond to be redeemed in whole or in part
at the address shown on the Bond Register as of the date of mailing of such notice. The
Registrar may furnish one other form of such notice more than 60 days prior to the date fixed
for redemption, provided at least one such notice shall be sent not less than 30 nor more than
60 days prior to such date. Such notice shall state the redemption date, the redemption
price, the amount (or number of months) of accrued interest payable to the redemption date,
the place at which the Bonds are to be surrendered for payment, and, if less than all of the
Bonds outstanding are to be redeemed, an identification of the Bonds or portions thereof to be
442
redeemed. Any notice mailed as provided in this literary paragraph shall be conclusively
presumed to have been duly given, whether or not the bondowner receives such notice. Prior to
each redemption date, the Registrar shall make .provision, to the extent that funds are then
available therefor, for the payment of the Redemption Price of the Bonds to be redeemed on
such date by setting aside and holding in trust an amount sufficient to pay such redemption
price. Upon presentation and surrender of any such Bond at the main corporate trust office of
the Registrar on or after the.date fixed for redemption, the Registrar shall pay the
redemption price of such Bond (including accrued interest thereon) from the funds set aside
for such purpose.
All,ofsaid Bonds as to which the Issuer reserves and exercises the right of
redemption and as to which notice as aforesaid shall have been given, and for the retirement
of'. which>, upon -the -terms aforesaid, funds are duly provided, will cease to -bear interest on
the redemption date. The required notice shall be deemed to have been given upon the Issuer
furnishing notice of redemption to the Registrar and upon the Registrar acknowledging that it
has instructions to send such notice and that it will do so at the proper time, even if the
time for funishing such notice bas not yet arrived.
Notice of such redemption may be waived with the written consent of the owners of
the Bonds= --,-o _called ifor redemption: ..
.This °Bond °tsj exempt from taxation in; Kentucky.
#s: hereby. certified, :recited: and- declared. that all acts,, conditions agd things
required to exist, happen and be performed precedent to and in the issuance of this Bond and
the Bonds off 1985 of which it is one,.. have .existed; have happened and have been performed in
due time, form and manner as required by law, that the amount of this Bond, together with all
other obligations of said Issuer, does not exceed any limit prescribed by the Constitution or
Statutes of the Commonwealth of Kentucky, and that a sufficient portion of the gross income
and revenues. of, said sewer system has been pledged to and will be set aside into said special
fund (Paducah Sewer System Bond and Interest Redemption Fund) by said City for the prompt
:payment of the principal of and interest:on this Bond and all of the Bonds of 1985 and on all
other bonds ranking on a parity therewith, including those issued heretofore (the Bonds of
1965 and the Bonds of 1974) and those which may be issued thereafter.
IN WITNESS WHEREOF, the City of Paducah, -in the Commonwealth of Kentucky, has
caused this Bond to be executed on its behalf with the duly authorized or reproduced facsimile
signature- oflits Mayor and the reproduced facsimile !of its corporate seal to be imprinted
hereon and attested by the reproduced facsimile signature of its Clerk, dated as of the first
day of November, 1M5; -provided, however that this Bond shall not be valid or become
obligatory for any purpose, or be entitled to any security or benefit under the Bond Ordinance
pursuant to which it was authorized until the Authentication Certificate of Registrar printed
hereon shall have been executed by the manual signature of a duly authorized representative of
the Registrar.
CITY OF PADUCAH, KENTUCKY
By (Facsimile Signature.)
Attest: Mayor
(Facsimile Signature)
City Clerk
(Facsimile Seal.of City)
THE AUTHENTICATION DATE OF THIS BOND IS:
(FORM OF AUTHENTICATION -,CERTIFICATE OF REGISTRAR)
AUTHENTICATION CERTIFICATE OF'REGISTRAR
This is to certify that -;this Bond is one of the Bonds referred to in the within
Bond and in the Bond Ordinance authorizing same.
THE PADUCAH BANK & TRUST COMPANY,
Paducah, Kentucky, Bond Registrar
(All customary abbreviations
for joint tenancy, etc.)
By
Authorized Officer
(FORM OF ASSIGNMENT)
ASSIGNMENT
For value received, the undersigned hereby sells, assigns, and transfers unto
the within Bond and hereby
irrevocably constitutes and appoints
443
attorney to transfer said Bond on the books kept for
registration and transfer of this Bond, with full power of substitution in the premises.
Dated:
Registered Owner (Signature must
correspond with name of Registered Owner)
Signature Guaranteed: -
Social Security or other identifying
Notice: Signature(s) must be number of Assignee:
guaranteed by a member firm of
the New York Stock Exchange, Inc.,
or a commercial bank or trust
company
SECTION 8. COMPLIANCE WITH PARITY REQUIREMENTS
OF EXISTING BOND ORDINANCE.
It is hereby certified and declared that prior to the issuance of any of the
$1,200,000 of Bonds of 1985 herein authorized, there will have been procured and filed with
the City Clerk of said City a statement by an independent State licensed Certified Public
Accountant, not in the regular employ of the City on a monthly salary basis, reciting the
opinion, based upon necessary investigation, that the annual net revenues of said sewer system
for twelve (12) consecutive months out of the preceding eighteen (18) months (when adjusted in
conformity with the provisions of Section 11(iii) of said 1965 Bond Ordinance) were equal to
at least one and one-fourth (1.25) times the average annual requirements for principal and
interest that will become due in any calendar year for both principal and interest with
respect to all of the Bonds of 1965 and the Bonds of 1974 now outstanding and the additional
parity Bonds of 1985 now authorized to be issued. The "annual net revenues" referred to above
are subject to adjustment reflecting (1) the latest increased schedule of sewer service rates
imposed for the services of said sewer system, becoming effective prior to the issuance of the
Bonds of.:1985, sand. reflecting also (2) the additional net sewer service revenues to be
realized from the proposed extensions, additions and improvements to said sewer system (the
'.'19.85 construction project"), the cost of which (not otherwise provided) is to be drfrayed
through;ahe issuance of the Bonds of 1985, taking into account any increase or decrease of the
costs of operating and maintaining the system, such adjustment being based upon and included
in a.certif ication of,an independent consulting Engineer or firm of consulting Engineers of
national reputation in the field of sanitation engineering, said certification to be attached
to and filed with the aforesaid certificate of said.Certified Public Accountant. The City
further certifies that firm contracts (secured..by 100% performance bond) for the acquisition
and/or:construction of such construction project have been entered into or will have been
entered.into.prior:,.to the issuance of the Bonds of 1985, herein authorized., establishing that
the costs of the proposed construction project will not exceed the cost figures used by the
Engineers in making the aforesaid computations, and that appropriate certifications required
by said 1965 Bond Ordinance, prior to the issuance of any parity bonds, have been duly filed
with the City Clerk or will have been duly filed with such City Clerk prior to the time of
issuance of said Bonds of 1985. Accordingly,it is hereby found and declared that the
$1,200,000 of Bonds of 1985 hereby authorized shall rank and be payable with said outstanding
$42,000 of Bonds of 1965 and said $1,110,000 of Bonds of 1974 referred to above.
444
SECTION 9. PROVISIONS OF BOND ORDINANCE OF 1965
INCORPORATED HEREIN.
All proceedings preliminary to and in connection with the issuance of said
outstanding $42,000 of Bonds of 1965 of said City, including provisions made for the receipt,
custody and application of the proceeds of said.Bonds; for the operation of said sewer system
on a revenue-producing basis; for the segregation, allocation and custody of the revenues
derived from the operation of said system;:.for the enforcement and payment of said Bonds; and
all other covenants for the benefit of bondholders set out in said 1965 Bond Ordinance, are
hereby ratified and confirmed and shall continue in force and inure to the security and
benefit of the $1,200,000 of Bonds of 1985 herein authorized, the same as if such provisions
and proceedings were herein set out in full; provided that the amounts of the revenues and
income to be paid into the "Bond Fund" during the respective fiscal years shall be sufficient
to pay when due the principal of and the interest on all of said outstanding $42,000 of Bonds
of 1965, said outstanding $1,110,000 of Bonds of 1974, and of the $1,200,000 of Bonds of 1985
herein authorized to be issued. It is hereby determined that the minimum amount to be paid
into such Bond Fund of 1985 in each month shall be increased over the amount stipulated by the
1965 Bond Ordinance and the 1974 Bond Ordinance, to an amount equal to at least one-sixth
(1/6) of the amount of interest becoming due on the next succeeding interest payment date
(January 1, or July 1) plus an amount equal to at least one -twelfth (1/12) of the amount of
the principal becoming due on the next succeeding January 1 for account of the outstanding
Bonds of 1965, the outstanding Bonds of 1974, and the $1,200,000 of Bonds of 1985 herein
authorized and from time to time outstanding, plus additional amounts as follows:
It is hereby recognized that in Section 9 of the 1965 Bond Ordinance, it was
provided that there was created a fund within said Bond Fund of 1965, to be known as the "Debt
Service Reserve", and it was further provided that there should be set aside in each month an
amount equal to one -hundred twentieth (1/120) of the aggregate amount of the principal and
interest on all outstanding Bonds maturing on the ensuing January 1 and July 1, computed on
July 1 in each year, such amounts to be set aside monthly from the income and revenues of the
system and paid into :said Debt Searv+ice-Reserve until there was accumulated a reserve in an
amount equal to not less than the average annual principal and interest requirements on said
Bonds; and rit was further provided -in said °1965 Bond Ordinance, and is hereby further
ordained, that as and when additional bonds are issued ranking on a parity with said Bonds of
1965, 1974, and 1985, provision shall be made for additional payments into the Bond Fund of
1965, (the- "Bond Fund":),,, so as to pay the interest on: and the principal of such additional
parity bonds:as.and when the same become due, and for increasing the Debt Service Reserve
within ten years from the date of. issuance of such additional bonds, to an amount equal to not
less than the -average annual principal and interest.requirements thereafter becoming due on
all of they -outstanding Bonds, including any additional parity bonds.
Accordingly,:it is hereby certified that based on the interest -rates applicable to
said outstanding Bonds of 1965, the outstanding Bonds of 1974, and the Bonds of 1985, the
total minimum monthly amounts which shall be set aside and paid into the Bond Fund in each
month shall be increased over the monthly amount required by the 1965 Bond Ordinance and the
445
Bond Ordinance of 1974 to a total minimum monthly amount equal to one-sixth (1/6) of the
average amount of interest becoming due on the next succeeding interest date, plus
approximately one -twelfth (1/12) of the amount of principal (if any) becoming due on the next
succeeding January first with reference to both the Bonds of 1965, the Bonds of 1974, and the
Bonds of 1985. There shall further be set aside into the Debt Service Reserve beginning as of
November 1, 1985, the total sum of not less than an amount equal to one -hundred -twentieth
(1/120) of the aggregate amount of the principal and interest on all outstanding Bonds of
1965, 1974, and 1985 (and any additional parity bonds) maturing on the ensuing January 1 and
July 1, computed immediately after the sale of the Bonds of 1985, and on July 1 of each year
thereafter, all as required by the 1965 Bond Ordinance); and said increased monthly deposits
per month shall continue to be made until there has been accumulated and there is being
maintained in said Debt Service Reserve, the aforesaid, total minimum Debt Service Reserve
specified in the 1965 Bond Ordinance.
No further payment need be made in said Bond Fund and Debt Service Reserve whenever
and so long as such amount of the Bonds of 1965, 1974, and 1985, and any parity bonds, shall
have been retired that the amounts then held in such funds are equal to the entire amount of
interest and principal that will be payable to and at the time of the retirement or maturity
of all of the bonds then remaining outstanding.
In accordance with Sections 9D and 11(iii)(2d) of said 1965 Bond Ordinance, and in
accordance with the recommendations of the Engineers, the amount required to be accumulated in
the Sewer Depreciation and Extension Fund (the "Depreciation Fund"), as the Depreciation
Reserve Fund, is hereby reaffirmed to be the required amount of $250,000.
Provided further that as set out in Section 9 of said 1965 Bond Ordinance and in
Section 10 below, said Debt Service Reserve shall be similarly increased if and whenever
future parity.bonds are issued so as to accumulate within ten years from the issuance of any
future parity bonds in said Debt Service Reserve a reserve in an amount equal to not less than
the average annual principal and interest requirements becoming due thereafter on all
outstanding Bonds, including such additional parity bonds.
SECTION 10. PROVISION PERMITTING ADDITIONAL PARITY BONDS.
The Bonds of 1985 authorized to be issued hereunder and from time to time out-
standing shall not be entitled to priority one over the other in the application of the income
and revenues of said system, regardless of the time or times of their issuance, it being the
intention that there shall be no priority among the Bonds of 1985 authorized to be issued
under the provisions of this Ordinance, regardless of the fact that they may be actually
issued and delivered at different times, and provided further that the lien and security of
and for any bonds or obligations hereafter issued that are payable from the income and
revenues of the system shall, except as set out herein, be subject to the priority of the
Bonds of 1965, 1974, and 1985 as may from time to time be outstanding; provided the City has
in said 1965 Bond Ordinance reserved the right and privilege, and does hereby reserve the
right and privilege, of issuing additional. Bonds from time to time payable from the income and
revenues of said system ranking on a parity with the Bonds of 1965, the Bonds of 1974, and the
Bonds of 1985, but only under the conditions specified in Section 11 of said 1965 Bond
446
Ordinance, which conditions are hereinafter repeated, taking into account the issuance of the
Bonds of 1985 as follows:
The City of Paducah further reserves the right and privilege of issuing additional
parity bonds ranking on a parity with the Bonds of 1965, the Bonds of 1974, and the Bonds of
1985, in order to pay the cost (not otherwise provided) of further extensions, additions
and/or'improvements from time to time'to' -said municipal sewer system, provided as follows:
(1) 'The facility or facilities to -be built from the proceeds; of the additional
parity bonds is or are made'a part of the sewer system and its or their
revenues are pledged as additional security for the additional parity bonds,
the outstanding Bonds of 1965, 1974, and 1985, and of any additional parity
bonds;
(`2)` The City is incompliancewith all covenants and undertakings in connection
with all of its Bonds then outstanding and payable from the revenues of the
'I sewer system or any part thereof; and
(3')` The' annual net revenues, defined as gross sewer service revenues less
Operating Expenses (as defined'inSection 10(E) of the 1965 Bond Ordinance) of
the system for a period of twelve (12) consecutive months in the period of
eighteen (18) months immediately preceding the issuance of additional parity
bonds, are certified by an independent state -licensed Certified Public
Accountant, not employed by the City on a monthly salaried basis, to have been
equal to at least one and one-fourth (1.25) times the average annual
requirements for principal and interest on all Bonds then outstanding and
payable from the revenues of the system, including the Bonds of 1965, the
Bonds of 1974, the Bonds of 1985, any additional parity bonds then out-
standing, and the parity bonds then proposed to be issued; provided, however,
that for the purposes of showing compliance with the requirements of this sub-
paragraph, such showings of the Accountant may be adjusted by an Engineer, or
firm of Consulting Engineers of national reputation in the field of sanitation
engineering:
(a') to reflect any increased sewer service rates made effective prior to the
issuance of such parity bonds; and
(b) to reflect any additional net sewer service revenues which will be produced
through the operation of the extensions, additions and/or improvements to be
financed in whole or in part through the application of the proceeds of the
proposed parity bonds, taking into'ac'count any increase or decrease of the
costs of operating and maintaining the system incident thereto; provided that
'the a'd'justments permitted -by this subparagraph (`b) may be made only in the
event that prior to the issuance of such parity bonds the City shall have
entered into firm contracts establishing that the costs of the proposed
extensions, additions, and improvements will not exceed the cost figures used
by the Engineers -in making such computations.
(4) The interest payment dates on such additional parity bonds shall be on
January 1 and July 1, and the principal maturity date of each year of maturity
shall be January 11.
At the time of issuance of such additional parity bonds', all payments required by
the 1.965 Bond Ordinance, the 1974 Bond -Ordinance', and this 1985 Bond Ordinance, to be made in
certain funds created in the 1965 Bond Ordinance shall be adjusted as therein provided,
447
including (i) the accumulation of the required Debt Service Reserve to an amount not less than
the average annual debt service on all Bonds outstanding, within a period of not more than ten
years from the time of issuance of such parity bonds, and (ii) the adjustment of the reserve
in the Depreciation Fund in order to accumulate a reasonably increased Depreciation Reserve
Fund, to be determined upon competent, professional engineering advice and guidance, as
provided in Section 11(iii)(2d) of the 1965 Bond Ordinance.
The additional parity bonds authorized by this Section shall be understood to mean
bonds payable from the income and revenues of said system, ranking on a parity with the Bonds
of 1965, 1974, and 1985, and shall not be deemed to include, nor to prohibit the issuance of,
other obligations, the security and source of payment of which are subordinate and subject to
the priority of the required payments into the various funds for the account of the Bonds of
1965, 1974, 1985, or parity bonds.
Except as permitted and provided in this Section, the City shall not, so long as
any of the Bonds of 1965, 1974, 1985, or any parity bonds, are outstanding, issue any
additional bonds payable from the revenues of said system unless the lien or pledge or the
revenues or other security to secure such additional bonds is made inferior and subordinate in
all respects to the security of the Bonds of 1965, 1974, and 1985, and any parity bonds.
SECTION 11. SALE OF BONDS.
The Bonds of 1985 shall be sold at public sale at a regular, adjourned regular, or
special, called meeting of the Board of Commissioners, after public advertisement as required
by law, informing prospective bidders that they may obtain from the Fiscal Agent, a copy of
the Official Statement, containing the Official Terms and Conditions of Sale of Bonds, setting
out the following specific terms and conditions:
A. The minimum price as required for the purchase of the Bonds of 1985 of not
less than $1,176,000 (98% of $1,200,000), plus accrued interest from the date
of the Bonds of 1985 (November 1, 1985) to the date of delivery.
B. No bid will be considered unless such bid is made for the purchase of all of
the Bonds of 1985.
C. Bids will.be received until 12:00 noon on the day designated in the Notice of
Bond Sale for the receipt of bids and upon the opening of such bids at that
time same shall be referred to the Board of Commissioners of the City for its
meeting that evening at its regular meeting time at 7:30 P.M., local time.
D. Each purchase bid shall be accompanied by a good faith check in the amount of
$24,000 which shall be represented by a certified check or bank cashier's
check in that amount, payable to the order of the City of Paducah, Kentucky.
E. Bidders must state an interest rate or rates in a multiple of 1/8 or 1/10 of
1%..
F. There shall be no limit on the differential between the highest and lowest
interest rate stipulated in any bid.
448
G. Interest rates required to be on an ascending scale, in that the interest rate
for Bonds of any maturity may not be less than the interest rate stipulated
for any preceding maturity.
H. There is no specific maximum interest rate or maximum net interest cost which
may be specified in any bid; provided that Bonds of the same maturity shall
bear the same and a single interest rate from the date thereof until maturity.
I. There shall be no limit on the number of different interest rates specified in
any bid.
J. The right to reject bids for any reason deemed advisable by the Issuer, and
the right to waive any possible informalities or irregularities in any bid,
which in the judgment of the Issuer shall be minor or immaterial, is expressly
reserved.
K. Bids must be made on forms, which, together with an Official Statement, may be
obtained from the Fiscal Agent, J.J.B. Hilliard, W.L. Lyons, Inc., 545 South
Third Street, Louisivlle, Kentucky 40202, 502-588-8400. Bids must be enclosed
in sealed envelopes marked "Bid for the City of Paducah Sewer System Revenue
Bonds", and bids must be received by the City Clerk prior to the hour stated
on the date set for the sale.
L. The purchasers of the Bonds ("the "Original Purchasers") must accept delivery
and make payment for same, at the accepted purchase price, when tendered for
delivery. It is anticipated that the Bonds will be tendered for delivery on
or about November 14, 1985-
M. It shall be the responsibility of the Original Purchasers to furnish or cause
to be furnished to the Payee Bank/Registrar at least 3 days prior to the date
of delivery of the Bonds, a list of the names, addresses, social security
numbers or employer identification numbers, principal amount, and maturities
of each of the parties to whom the Bonds are to be registered. In the event
of the failure to so deliver such list, the Bonds delivered to the Original
Purchasers shall be registered in the name or names of such Original
Purchasers or their designated representatives appearing as the first name on
the successful bid form, or otherwise appropriately designated, and shall be
issued in denominations corresponding to the ,principal amount of each
respective maturity, or in the denomination of $100,000, except for the
balance of a maturity which is not in,a multiple of $100,000, as shall be
determined by the Payee Bank/Registrar. The Registrar shall issue and deliver
to each respective member of the Original Purchasers, within 3 business days
after the initial delivery of the Bonds (or of the Master Bond referred to
above), printed, fully registered Bond Certificates for each registered owner
designated as above provided.
N. It is anticipated that the Issuer may tender the Bonds in the form of a
single, fully registered Master Bond or similar documents to the Original
Purchasers of the Bonds in which event, within not more than 3 days following
449
such delivery such Original Purchasers shall be issued fully registered Bond
Certificates (in the denomination of $5,000 or any multiple of same within the
same maturity) in such names as shall have been properly designated to the
Bond Registrar.
0. Delivery shall be made at Louisville, Kentucky, at no additional cost to the
successful bidder, the Original Purchasers of the Bonds, except for Bank
closing fees, or elsewhere at such Original Purchaser's expense.
P. Upon wrongful refusal of the Original Purchasers to take delivery of and pay
for the Bonds when tendered for delivery, the amount of the good faith check
shall be forfeited by such Original Purchasers, and such amount shall be
deemed liquidated damages for such default, provided, however, if said Bonds
are not ready for delivery and payment within forty-five (45) days from the
date of sale herein provided for, said Original Purchasers shall be relieved
of any liability to accept the Bonds hereunder.
Q. The Original Purchasers of the Bonds shall pay the CUSIP Service Bureau charge
for the assignment of CUSIP numbers, which numbers will be printed on the
Bonds at no expense or cost to the Original Purchasers. Neither the failure
to print a CUSIP number on any Bond nor any error with respect thereto shall
constitute cause for a failure or refusal by the Original Purchasers thereof
to accept delivery of and pay for the Bonds in accordance with the terms of
the purchase agreement.
It shall not be necessary that the published "Notice of Bond Sale" set forth any or
all of the special conditions stated herein, but the substance thereof shall be made apparent
to prospective bidders in one or more of the appropriate documents, viz., the "Notice of Bond
Sale", the "Official Terms and Conditions of Sale of Bonds", and/or in the "Bid Form".
A suggested form of "Notice of Bond Sale", a suggested form of "Official Terms and
Conditions of Sale of Bonds", and a suggested form of "Bid Form", having been prepared in
advance, in accordance with the instructions of the Fiscal Agent, by Rubin & Hays, Municipal
Bond Attorneys, Louisville, Kentucky, and the same having been found to conform to the above
conditions, the same are hereby approved. The Notice of Bond Sale shall be signed by the
Clerk, and may be used for the purpose of publishing notice of the sale of the Bonds. Copies
of said documents shall be furnished to a list of known interested bidders and to any
interested bidders who may request same.
If, for any reason, it is determined that no bids should be accepted when the Bonds
of 1985 are first offered for public sale, then, upon recommendation of the Fiscal Agent, the
Issuer Mayor shall be authorized to approve a change in the required minimum bid price, and
also to change the date and hour of the sale (upon observing all notice requirements of
Kentucky law), and the Issuer Mayor and/or the Issuer Clerk are further authorized to read-
vertise such Bonds for public sale and to approve a revised Notice of Bond Sale, Bid Form, and
Official Terms and Conditions of Sale of Bonds, and to distribute same to prospective bidders,
without the necessity of the Board of Commissioners taking any further action or granting any
further authority for such. proceedings, except that no bid may be accepted for the sale of
such Bonds of 1985 without the specific approval of the Board of Commissioners.
450
SECTION 12. DISPOSITION OF PROCEEDS.
Whenever the $1,200,000 of Bonds authorized herein shall have been sold and
delivered, there shall forthwith upon delivery and payment for said Bonds, out of the Bond
proceeds, be deposited into the "Paducah Sewer System Bond and Interest Redemption Fund", all
sums received as accrued interest from the purchaser, representing accrued interest from
November 1, 1985, tothe date of delivery. From the remaining proceeds of the sale of such
Bonds'of 1985, there shall next be deducted and paid any and all expenses incident to the
issuance, sale and delivery of such Bonds of 1985, including the fee of the Fiscal Agent,
J.J.B. Hillard, W.L. Lyons, Inc., 545 South Third Street, Louisville, Kentucky 40202, and such
other appropriate expenses as may be approved by the Board of Commissioners.
The balance of said proceeds shall be deposited separate and apart from all other
municipal funds into a separate construction account at the Depository Bank, to be disbursed
for the purpose of paying the costs of the construction of said 1985 construction project. To
the extent that the City shall have found it necessary and possible to expend funds for
various items of construction costs relating to said 1985 construction project prior to the
issuance, sale and delivery of said Bonds, the aggregate of all of such expenditures may be
reimbursed to said City from the proceeds of the sale of the Bonds of 1985, upon orders of the
Board of Commissioners of the City, with the written approval of the Engineers for the City.
Pending expenditure of such remaining proceeds for such purpose, such remaining proceeds shall
be deposited in a special construction account at the Depository Bank, in the City of Paducah,
Kentucky, said account at said Bank to be called "City of Paducah Sewer System Construction
Account of 1985". Said deposit in said bank, to the extent that same may cause the aggregate
deposits of said City in such Bank to be in excess of the amount insured by the FDIC, shall be
collaterally secured by obligations of the United States of America, its agencies and/or
instrumentalities, having a market value equivalent to such deposit, or such Bank may invest
for the benefit of such account whatever portion of such account is designated by the Mayor of
the City, in such United States obligations, maturing at such time or times as to make such
funds available when needed for construction purposes, in accordance with KRS 66.480.
Payment from said Construction Account for costs in connection with said 1985
construction project, shall be made only upon vouchers approved by the Engineers having charge
of supervising such construction, said Engineers to certify in each instance that the voucher
represents a sum actually earned by and due to the proposed payee under a contract with said
Issuer for work performed and/or materials furnished in connection with said construction
project, or represents a sum necessary to be expended for land and/or rights of way necessary
to be acquired by the Issuer in connection with said construction project, provided all checks
drawn against said Construction Account shall be signed by the Issuer Treasurer of the Issuer,
countersigned by the Mayor or the Issuer Manager, and accompanied by such voucher before being
honored by the Payee Bank. The aforementioned officials are hereby authorized to execute such
checks from time to time in the necessary amounts, upon the aforesaid certification being
executed by the Engineer and presented to them, or to their duly authorized agents or
representatives, without the necessity of any further meetings, authorizations, ordinances or
motions by the Board of Commissioners of the Issuer.
451
Such checks shall be fully negotiable, and the aforesaid Bank shall be authorized
to honor and pay the same, if said certification of the Engineers is attached thereto,
provided said Bank assumes the responsibility for the propriety of all endorsements, or if all
endorsements to it are guaranteed by another responsible bank.
No expenditure shall be made from the Construction Account except for proper and
authorized expenses relating to the construction of said 1985 construction project in
accordance with the plans and specifications approved by the City, for which construction
contracts have been awarded by the Issuer to insure the completion of said construction
project.
Pending disbursement for the authorized purposes, the proceeds of the Bonds of 1985
shall be subject to a first and paramount lien and charge in favor of the holder or holders of
the Bonds of 1985, and for their further security.
After the Engineers certify that the construction of said 1985 construction project
has been completed and paid for, any surplus then remaining shall automatically and
mandatorily be transferred to the Debt Service Reserve, without the necessity of any further
certification by the Engineers.
SECTION 13. LIMITATION ON INVESTMENT OF FUNDS.
The Issuer covenants and certifies, in compliance with Federal arbitrage
regulations, on the basis of known facts and circumstances in existence on the date of
enactment of this Bond Ordinance of 1985, that it is not expected that the proceeds of the
Bonds of 1985 or the revenues of the system will be used in a manner which would cause such
Bonds to be "arbitrage bonds," within the meaning.of Section 103(c) of the Internal Revenue
Code and the applicable regulations. The Issuer covenants to the purchasers and/or holders of
the Bonds of 1985 that (1) the Issuer will make no use of the proceeds of said Bonds, or the
revenues of the system, which, if such use had been reasonably expected on the date of issue
of such Bonds, would have caused such Bonds to be "arbitrage bonds", and (2) that the Issuer
will comply with (i) all of the requirements of Section 103(c) of the Internal Revenue Code,
and (ii) all of the requirements of applicable Income Tax Regulations thereunder, to whatever
extent is necessary to assure that the Bonds of 1985 shall not be treated as "arbitrage
bonds".
The Issuer reserves the right to make any investment permitted by State Law if,
whenever, and to the extent that Section 103(c) or regulations promulgated thereunder shall be
repealed, amended, or relaxed, or shall be held void by a final decision of a court of
competent jurisdiction, but only if any investment made by virtue of such repeal, or relaxa-
tion, amendment, or decision would not, in the opinion of recognized Bond Counsel or Special
Tax Counsel, result in making the interest on the Bonds of 1985 or any parity bonds subject to
Federal income taxation.
The Issuer covenants and reasonably expects: (a) That the Issuer has entered into
a contract for engineering services for the construction project financed by the Bonds of
1985, and the fees to be paid to such Engineers will exceed 2-1/2% of the total cost of the
project; (b) that work on the construction project has commenced or will commence within six
months from the date of issuance of the Bonds of 1985; (c) that the construction of said
452
construction project will proceed thereafter to completion with due diligence on the part of
the Issuer; (d) that at least 85% of the spendable proceeds of the Bonds will be expended on
the costs of said construction project within less than three years from the date of issuance
of the Bonds; (e) that the sewer system will not be sold or otherwise disposed of, in whole or
in part, prior to the last maturity of the Bonds; (f) that there has been no overissuance of
the Bonds; (g) that the original proceeds of the issue will not exceed by more than five
percent (5%)'(or by any percent) the amount required for the costs of the construction
project; (h) that the Issuer has not been advised of any listing or contemplated listing by
the Internal Revenue Service determining that said certification with respect to its
obligations may not be relied upon; and accordingly it is anticipated that there will be no
limitation on the permissible yield on investments made from the proceeds of the Bonds.
Prior to or at the time of delivery of the Bonds, the Mayor and/or the City
Treasurer is (are) authorized to execute the appropriate certification with reference to the
matters referred to above, setting out all known and contemplated facts (apart from legal con-
clusions) concerning such anticipated construction, expenditures and investments, including
the execution of necessary and/or desirable certification of the type contemplated by the
"arbitrage regulations" as amended, in order to assure that interest on the Bonds of 1985 will
be exempt from all federal income taxes and that such Bonds will not be treated as "arbitrage
bonds".
SECTION 14. APPOINTMENT AND DUTIES OF BOND REGISTRAR,
TRANSFER AGENT, PAYEE BANK; APPOINTMENT
AND DUTIES OF DEPOSITORY BANK
The Paducah Bank & Trust Company, Paducah, Kentucky, is hereby designated as the
Bond Registrar, Transfer Agent, and Payee Bank herein.
(a) Duties as Bond Registrar (and Transfer Agent).
Its duties as Bond Registrar (and Transfer Agent) shall be as follows:
(1)' To authenticate the Temporary Bond or Bonds or Master Bond or Bonds, if any,
authorized herein.
(2) 'To register all of the Bonds (including those issued in exchange for any
Temporary Bond or Master Bond, if any) in the names of the respective owners
thereof in accordance with Section 103(j) of the Internal Revenue Code;
(3) Upon being supplied with a properly authenticated assignment satisfactory to
the Bond Registrar (in the sole discretion of such Bond Registrar), to
transfer the ownership of Bonds from one registered Bondowner to another
within three (3) business days of the receipt of such proper assignment by the
Bond Registrar;
(4) To cancel and destroy (or remit to the Issuer for destruction, if so requested
by the Issuer) all exchanged, matured, retired, and redeemed Bonds, and to
maintain adequate records relevant thereto.
(b) Duties as Payee Bank.
Its duties as Payee Bank shall be as follows:
(1) To make payment ofprincipal of and interest on the Bonds of 1985 from funds
provided to the Payee Bank in accordance with the provisions herein;
453
(2) To remit, but only to the extent that all required funds are made available to
the Payee Bank by the Issuer, semiannual interest payments directly to the
registered owner of each Bond by regular United States mail. Said interest
payments shall be deposited in the United States mail no later than each
interest due date. Matured or redeemed Bonds shall be payable upon
presentation to the Payee Bank. For interest payment purposes, the Payee Bank
shall be entitled to rely on its records as Bond Registrar as to the ownership
of each Bond as of the 15th day of the month preceding an interest due date,
and the Payee Bank's check shall be drawn and mailed accordingly;
(3) To send appropriate written notice to the owner of each Registered Bond to be
redeemed and to redeem Bonds prior to their stated maturity upon their
presentation in accordance with the provisions of this Ordinance upon
receiving sufficient funds; and
(4) To supply the Issuer with a written accounting evidencing the payment of
interest on and principal of the Bonds within 30 days following each
respective due date.
(c) Appointment and Duties of Depository Bank.
The Paducah Bank & Trust Company, Paducah, Kentucky, is appointed as Depository
Bank to serve as the depository bank of the Revenue and Operations Account and the various
Funds created herein, other than the Escrow Fund.
(d) General Provisions as to Registrar, Transfer Agent,
Payee Bank, and Depository Bank.
The Registrar, Transfer Agent, Payee Bank, and Depository Bank, (collectively the
"Bank") shall each be entitled to the advice of Counsel and shall be protected for any acts
taken by the Bank in good faith and believed by it to be within its discretion or the power
conferred upon it by this Ordinance or the responsibility for the consequences of an oversight
or error in judgment.
Any Bank may at any time resign from its capacity and duties set forth in this
Ordinance as to the foregoing by filing its resignation with the Treasurer of the Issuer and
notifying the Original Purchaser or Purchasers of the Bonds. Thereupon, the Issuer shall
designate a successor Bank as to such capacities and duties, which shall be an incorporated
bank or trust company authorized to transact business in the United States of America. Not-
withstanding the foregoing, in the event of such resignation provision shall be made for the
orderly transition of the books, records, and accounts relating to the Bonds as to such
resigned capacity or capacities to the successor Bank in order that there will be no
delinquencies in the payment of interest or principal due on the Bonds.
Each respective Bank shall indicate its acceptance of its respective duties by
signing its Acceptance at the conclusion of this Ordinance.
(e) Replacement by Issuer of Registrar, Transfer Agent,,
Payee Bank, and/or Depository Bank.
The Issuer shall have the right at any time to replace the Registrar, Transfer
Agent, Payee Bank, and/or Depository Bank, by observing the following procedure:
(1) It must first enact an Ordinance to that effect.
454
(2) It must provide 90 days notice to such party in that capacity by certified or
registered mail.
(3) It must designate a replacement institution, which must be an institution
insured by the Federal Deposit Insurance Corporation having assets of -not less
than $1,000,000.
(4) It must obtain a written acceptance from such successor, to assume the
applicable duties, at least 60 days in advance of the date of such assumption.
(5) It must notify bondowners by sending written notice by regular U. S. mail of
the intended change at least 75 days in advance of the intended change.
(6) All of the foregoing must occur more than 60 days prior to an Interest Payment
Date.
(7) It must arrange with the existing institution to transfer all funds, invest-
ments, records, and/or other necessary documents over to the successor, not
less than 30 days prior to the succession date.
SECTION 15. CONTRACTUAL NATURE OF ORDINANCE.
The provisions of this Ordinance shall constitute a contract between said City and
the holders of the Bonds of 1985, and after the ssuanee- of- any of the Bonds of 1985, no
change, variation, or alteration of any kind, in the provisions of this Ordinance shall be
made in any manner, except with the consent of two-thirds (2/3) of the holders of the Bonds of
1965, 1974, 1985, and any additional parity bonds, or 2/3 of the amount of such Bonds held by
the holders of those present at a meeting called for -that purpose, as specified in Section 12
of the 1965 Bond Ordinance, until such time as all of said Bonds of 1965, 1974, and 1985, and
the interest thereon, have been paid in full.
SECTION 16. PROVISIONS IN CONFLICT REPEALED.
All ordinances, resolutions and orders, or parts thereof, in conflict herewith are,
to the extent of such conflict, hereby repealed, and it is hereby specifically ordered and
provided that any proceedings heretofore taken for the issuance of other bonds payable or
secured in any manner by all or any part of the income and revenues of said sewer system, or
any part thereof, and which have not heretofore been issued and delivered, are hereby revoked
and rescinded, and none of such other bonds shall be issued and delivered.
SECTION 17. SIGNATURES OF OFFICERS.
If any of the officers whose signatures or facsimile signatures appear on the Bonds
of 1985, cease to be such officers before delivery of the Bonds, such signatures shall
nevertheless be valid for all purposes the same as if said officers had remained in office
until delivery, as provided in KRS 96.390 and KRS 61.390.
SECTION 18. SEVERABILITY CLAUSE.
If any section, paragraph, clause, or provision of this Ordinance shall be held
invalid, the invalidity of such section, paragraph, clause or provision shall not affect any
of the remaining provisions of this Ordinance. -
SECTION 19. EFFECTIVE DATE OF ORDINANCE.
This Ordinance shall be in full force and effect immediately following publication
of Title and Summary of such Ordinance.
Introduced and Given First Reading, October 8, 1985.
Given Second Reading and Enacted, October 22, 1985.
(Seal of City) /s/ Joe Viterisi
Mayor
Attest:
/s./ Lenita Smith
Clerk, City of Paducah, Kentucky
CERTIFICATE OF CITY CLERK
I, LENITA SMITH, hereby certify that I am the duly qualified and acting City Clerk
of the City of Paducah, Kentucky, that the foregoing Ordinance is a true and correct copy of
an Ordinance authorizing the issuance of $1,200,000 of City of Paducah Sewer Revenue Bonds,
Series of 1985, dated November 1, 1985, that said Ordinance was introduced and given first
reading by the Board of Commissioners on the 8th day of October, 1985, and that it was placed
and remained on file in my office for public inspection in substantially the same form, until
October 22, 1985, on which date it was given its second reading and final passage and
enactment by said Board of Commissioners.
I further certify that said meetings were duly held in accordance with all
applicable requirements of Kentucky law, including KRS 61.810, 61.815, 61.820, and 61.825,
that a quorum was present at each of said meetings, that said Ordinance has not been modified,
amended, revoked, or repealed, and that same is now in full force and effect.
IN TESTIMONY WHEREOF, witness my signature as City Clerk and the official Seal of
said City this October 22, 1985.
/s/ Lenita Smith
City Clerk
(Seal)
455
456
ACCEPTANCE BY BOND REGISTRAR, TRANSFER AGENT, AND PAYEE BANK
The undersigned, hereby agrees to the provisions of the foregoing Ordinance to the
extent there are contained therein provisions as to the rights and duties of it as Bond
Registrar, Transfer Agent, and Payee Bank.
Dated: October 24, 1985.
THE PADUCAH BANK & TRUST COMPANY
555 Jefferson Street
Paducah, Kentucky 42001
By
(Seal of Bank)
Signature
Title
ACCEPTANCE BY DEPOSITORY BANK
The.undersigned, hereby agrees to the provisions of the foregoing Ordinance to the
extent there are contained therein provisions as to the rights and duties of it as Depository
Bank.
Dated: October 24, 1985.
(Seal of Bank)
THE PADUCAH BANK & TRUST COMPANY
555 Jefferson Street
Paducah, Kentucky 42001
By
Signature
Title