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HomeMy WebLinkAbout84-5-2515M064 ORDINANCE NO. 84-5-2515 AN ORDINANCE AUTHORIZING $2,100,000 CITY OF PADUCAH, KENTUCKY FIRST MORTGAGE REVENUE BONDS, SERIES A (RESIDENTIAL CARE CENTER OF PADUCAH, INC. PROJECT) AND $900,000 CITY OF PADUCAH, KENTUCKY REVENUE BOND; SERIES B (RESIDENTIAL CARE CENTER OF PADUCAH, INC. PROJECT); AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT PROVIDING FOR PAYMENTS SUFFICIENT TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON SUCH BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE�OF TRUST TO SECURE SUCH BONDS; CONFIRMING SALE OF SAID BONDS TO THE PURCHASERS THEREOF; AND RELATED MATTERS. WHEREAS, the City of Paducah, Kentucky, a city of the Second Class of the Common- wealth of Kentucky (the "issuer"), is authorized by the provisions of the KRS Sections 103.200 through 103.285, inclusive, as amended (the "Act"), to issue revenue bonds to provide funds to pay all or any part of -the cost of any "project," which includes buildings, structures, and facilities including the site thereof and machinery, equipment and furnishings suitable for use as housing for the aged; and WHEREAS, the Act further permits the Issuer to extend credit or make loans to per- sons, firms and corporations, to finance any "project" and permits a mortgage on such project in favor of the owners of such bonds and provides for a pledge of the income and revenues generated by the operation of such project to further secure such bonds; and WHEREAS, on May 8, 1984, the Issuer adopted an inducement resolution in which it agreed in principle to assist Residential Care Center of Paducah, Inc., a Kentucky non-profit corporation (the "Borrower") in the financing of the Project (hereinafter defined); and WHEREAS, the Borrower will provide an elderly residential care facility which will serve the needs of the reifdents of the City of Paducah and the Commonwealth of Kentucky; and WHEREAS, the financing of the Project by the Issuer is in the public interest and is necessary in order to assure the continued provision of needed elderly residential care facilities to serve the needs of the residents of the City of Paducah and the Commonwealth of Kentucky; and WHEREAS, the financing of the Project by the Issuer will promote the aforesaid purposes of the Act; and WHEREAS, it is proposed that the cost of the Project be paid through the issuance of revenue bonds pursuant to the provisions of the Act; and WHEREAS, the aggregate cost of the Project has been determined to be approximately $3,000,000 and it is necessary and advisable that provisions be made for the issuance of $2,100,000 City of PaducahIKentucky First Mortgage Revenue Bonds, Series A (Residential Care Center of Paducah, Inc. Project) (the "Series A Bonds") and $900,000 City of Paducah, Kentucky Revenue Bond, Series B (Residential Care Center of Paducah, Inc. Project) (the "Series B Bond") (the Series A Bonds and the Series B Bond are sometimes hereinafter referred to collectively as the "Bonds") as authorized and permitted by the Act; and WHEREAS, the Issuer proposes to enter into a Loan Agreement, dated as of May 15, 1984 (the "Loan Agreement"), with the Borrower, specifying the terms and conditions of the ac- quisition, improvement and equipping of the Project and the loan of the proceeds of the Bonds to the Borrower; and WHEREAS, it has been determined that the estimated amount necessary to finance the initial -costs of the acquisition, improvement and equipping of the Project, including neces- sary expenses incidental thereto, will require the issuance, sale and delivery of the Bonds in the aggregate principal amount of $3,000,000 as hereinafter provided; and WHEREAS, the Bonds will be issued under the terms of a proposed Indenture of Trust, dated as of May 15, 1984 (the "Indenture"), from the Issuer to Citizens Bank and Trust Company of Paducah, Paducah, Kentucky, as trustee (the "Trustee"); and WHEREAS, the Borrower has requested the Issuer to sell the Series A Bonds to I. M. Simon & Co., Inc., at private sale as is permitted by the Act; and -WHEREAS, the Borrower has requested the Issuer to sell the Series B Bond to Health Care Development Co., a Missouri Corporation and seller of the Project (the "Seller"), at private sale as is permitted by the Act; and WHEREAS, forms of the following documents relating to the transactions described above have been filed with the Issuer: ,A. B. C. D. E. F. Indenture of Trust between the Issuer and the Trustee, dated as of May 15, 1984 (the "Indenture"); Loan Agreement between the Issuer and the Borrower dated as of May 15, 1984 (the "Loan Agreement"); Series A Note of the Borrower in the principal amount of $2,100,000, payable to the Issuer, dated May 15, 1984 (the "Series A Note"); Series B Note of the Borrower in the principal amount of $900,000, payable to the Issuer, dated May 15, 1984 (the "Series B Note"); Series A Mortgage and Security Agreement between the Borrower and the Issuer, dated as of May 15, 1984 (the "Series A Mortgage)"; Series B Mortgage and Security Agreement between the Borrower and the Issuer, dated as of May 15, 1984 (the "Series B Mortgage"); -G. Bond Purchase Contract between the Issuer and I. M. Simon & Co., Inc. (the "Underwriter"), dated the date of issuance of the Series A Bonds, (the "Bond Purchase Contract."); H. Form of Series A Bond dated May 15, 1984; :-I. Form of Series B Bond dated May 15, 1984; J. Draft of Official Statement to be dated the date of issuance of the Series A Bonds; NOW, BE IT RESOLVED BY THE MAYOR AND BOARD OF COMMISSIONERS OF THE ISSUER AS FOLLOWS: SECTION 1. It is hereby found and determined that the financing of the Project by the Issuer is in the public interest and for a public purpose and is necessary in order to provide an elderly residential care facility which will serve the needs of the residents of the City of Paducah and the Commonwealth of Kentucky. SECTION 2. For the purpose of paying the cost of acquisition, improvement and equipping of the Project, the issuance of revenue bonds of the Issuer in the principal amount of $2,100,000 to be known as "City of Paducah, Kentucky First Mortgage Revenue Bonds, Series A (Residential Care Center of Paducah, Inc. Project)" and revenue bonds of the Issuer in the principal amount of $900,000 to be known as "City of Paducah, Kentucky Revenue Bond, Series B (Residential Care Center of Paducah, Inc. Project)" is hereby authorized. The Borrower has agreed that if the proceeds received by the Authority from the sale of the Bonds are not suf- ficient to pay all of the costs of acquisition, improvement and equipping of the Project, the T Borrower will pay all such excess costs in order to complete the acquisition, improvement and equipping of the Project. Any such payments made by the Borrower shall in no manner affect or reduce the payments required by the Loan Agreement hereinafter adopted. SECTION 3. The Bonds shall be special revenue obligations of the issuer the principal of, premium, if any,�and interest on which shall be payable solely from the payments to be received by the Issuer under the Loan Agreement hereinafter authorized, the Series A Mortgage, the Series B Mortgage; the Series A Note, and the Series B Note. The Bonds shall never constitute an indebtedness of the Issuer or a loan of the credit thereof within the meaning of any state constitutional provisions or statutory limitation and shall not constitute or give rise to a pecuniary li=ability of the Issuer or a pledge of its general credit. The limited nature of the Bonds shall be plainly stated on the face of each Bond together with a recital that such Bond has been issued under the provisions of the Act. SECTION 4. The. Series A Bonds will be dated as of May 15, 1984, shall be in the denomination of $5,000 each or any integral multiple thereof, numbered consecutively from R-1 upward, payable as to interest to the registered owner thereof by check or draft mailed to the registered owner at his address as it appears on the bond registration books of the Issuer kept by the Trustee, and payable as to principal and premium, if any, at the principal corporate trust office of the Trustee; __shall bear interest from date at the rate of thirteen percent (13%) per annum, first interest payable on November 15, 1984, and semiannually thereafter on the fifteenth days of May and November in each year until paid, and shall mature on May 15, 2004. The Series A Bonds shall�be subject to redemption as stated thereon. SECTION 5. The Series B Bond will be dated as of May 15, 1984, shall be numbered R-1, payable as to interest.to the registered owner thereof by check or draft mailed to the registered owner at his address as it appears on the registration books of the issuer kept by the Trustee, and payable as to principal and premium, if any, at the principal corporate trust office of the Trustee, shall bear interest from November 15, 1987, at the rate of thirteen percent (13%) per•annum, first interest payable May 15, 1988, with interest payable semian- nually thereafter on the fifteenth days of May and November in each year until paid, and shall mature on May 15, 2004. The Series B Bond shall be subject to redemption as stated therein. SECTION 6. The Bonds will be issued as fully registered Bonds and shall be issued in compliance with and under authority of the provisions of the Act, this Bond Ordinance and the Indenture. SECTION 7. The Issuer hereby declares its intention to loan the proceeds of the Series A Bonds to the Borrower pursuant to the Loan Agreement hereinafter authorized. To evidence its obligation to make the payments required under the Loan Agreement, the Borrower shall execute and deliver to the Issuer the Borrower's Series A Note in the principal amount of $2,100,000. The payments under the Series A Note and other payments to be received by the Issuer under the terms of the Loan Agreement hereinafter authorized, as represented by the Borrower, are calculated to be sufficient to pay the principal of, premium, if any, and interest on the Series A Bonds as the same become due and payable, and all of the other payments received under such Loan Agreement hereinafter authorized and all other revenues arising out of or in con- nection with the Issuer's interest in the Project, together with the Loan Agreement and the ri. ni• k" 71 Series A Note shall be pledged for that purpose pursuant to, and in addition to such other purposes as are more fully set forth and provided for in the Indenture hereinafter authorized. SECTION 8. The Issuer hereby declares its intention to loan the proceeds of the Series B Bond to the Borrower pursuant to the Loan Agreement hereinafter authorized. To evidence its obligation to make the payments required under the Loan Agreement, the Borrower shall execute and deliver to the Issuer the Borrower's Series B Note in the principal amount of $900,000. The payments under the- Series B..Note and other payments to be received by the Issuer under the terms of the Loan Agreement hereinafter authorized, as represented by the Borrower, are calculated to be sufficient to pay the principal of, premium, if any, and interest'onthe Series B Bond as the same become due and payable, and all of the other payments received under such Loan Agreement hereinafter authorized and all other revenues arising out of or in connection with the Issuer's interest in the Project, together with the Loan Agreement and the Series B Note shall be pledged for that purpose pursuant to, and in addition to such other purposes as are more fully set forth and provided for in the Indenture hereinafter authorized. SECTION 9. The execution, delivery and performance of the Indenture, the Loan Agreement, the Bond Purchase Contract, the Series A Mortgage, and the Series B Mortgage are hereby authorized. The Indenture, the Loan Agreement, the Bond Purchase Contract, the Series A Mortgage and the Series B Mortgage shall be in substantially the forms submitted to this meeting as hereinabove recited, with such changes, insertions or omissions as may be approved by the Mayor of the Issuer, whose approval thereof shall be conclusively evidenced by his execution of each such instrument. "SECTION 10. The Official Statement in the form submitted to this meeting is hereby approved. The execution' of the Official Statement in the form submitted to this meeting as hereinabove recited and its delivery by the Underwriter to purchasers of the Series A Bonds are hereby authorized; and the Official Statement shall be in substantially such form, with such minor changes, insertions or omissions as may be approved by the Mayor of the Issuer, whose approval thereof shall be conclusively evidenced by his execution of the Official Statement. The Underwriter is hereby authorized to distribute the Official Statement sub- stantially in the form submitted to this meeting as a Preliminary Official Statement with an appropriate legend stating that such Preliminary Official Statement is subject to completion and amendment. SECTION 11. The execution and delivery of the Bonds to the Trustee, for authenti- cation, the acceptance and redelivery of the. authenticated Bonds, the delivery of the Series A Bonds by the Mayor of the Issuer to or upon the order of the Underwriter, or its duly authorized attorney-in-fact, against .receipt by the Trustee hereinafter appointed of $1,963,500.00 (plus accrued interest to the date of issuance of the Series A Bonds) in payment therefor, and the delivery of the Series B Bond by the Mayor of the Issuer to or upon the order of the Seller, or its duly authorized attorney-in-fact, against receipt by the Trustee hereinafter appointed of $900,000 in payment therefor, are hereby authorized. SECTION 12. The Trustee is hereby designated Trustee under the Indenture and registrar and paying agent for the Bonds. 72 SECTION 13. The Mayor of the Issuer is hereby authorized to execute on behalf of the Issuer, the Indenture, the Loan Agreement, the Bond Purchase Contract, the Series A Mortgage, the Series B Mortgage, and the Bonds and the City Clerk of the Issuer is hereby authorized to affix thereto and attest the seal of the Issuer; and the Mayor and City Clerk are hereby authorized to deliver such instruments and documents on behalf of the Issuer and to execute and deliver all such instruments, documents or certificates, and to do and perform all such things and acts, as each shall deem necessary or appropriate in furtherance of the issuance of the Bonds and the carrying out of the transactions authorized by this Bond Ordinance of contem- plated by the instruments referred to in this Bond Ordinance. Any or all of such signatures and the official seal of the Issuer may be facsimile. SECTION 14. All covenants, stipulations, obligations and agreements of the Issuer contained in this Bond Ordinance and contained in the Indenture, the Loan Agreement and the Bond Purchase Contract shall be deemed to be the covenants, sti- pulations, obligations and agreements of the Issuer to the full extent authorized or. permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the Issuer. Except as otherwise provided in this Bond Ordi- nance, all rights, powers and privileges conferred and duties and liabilities imposed upon the Issuer by the provisions of this ordinance, or the Indenture, the Loan Agreement or the Bond Purchase Contract shall be exercised or performed by the Issuer or by such officers, board, body or agency as may be required by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the Indenture, the Loan Agreement or the Bond Purchase Contract shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the Issuer, or any officer-,-agent--.or employee of the Issuer in his individual capacity and neither the members of the Issuer nor any officer executing the Bonds, the Loan Agreement or the.Bond Purchase Contract shall be liable personally on the Bonds, the Loan Agreement or the Bond*Purchase Contract or be -subject to any personal liability or accountability by reason of ''the issuance -and execution thereof. SECTION 15. The provisions of this Ordinance are hereby declared to be separable and if any section, phrase'or provisions shall for any reason be declared to be invalid, such declaration:shall not affect the validity of the remainder of the sections, phrases and provisions. SECTION 16. 'All -ordinances and parts thereof in conflict herewith are hereby repealed to the extent -of such conflict. SECTION 17. This ordinance shall be read on two separate days and will be effective upon publication 6f -title and a certified summary thereof. JOE VITERISI Mayor (SEAL) ATTEST: Louise McKinney City Clerk Introduced by the Board of Commissioners May 22, 1984 Passed by the Board -of Commissioners May 25, 1984 Recorded by Louise McKinney, City Clerk, May 25, 1984 Published 6y The Paducah Sun