HomeMy WebLinkAboutIssue Industrial Development Bonds 1981 (2)144
A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE CITY OF
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PADUCAH, KENTUCKY,: PROVIDII~iG FOR- THE iSSUANCE ~OF GITY OF PADUCAH,
KENTUCKY; INDUSTRIAL DEVELOPMENT .B~O1ViJS, 1981 SERIES; WILSON,. -ET AL;
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RESTAURANT AND CLUB , PROJECT AND AUTHORIZING THE EXECUTION- OF A
MEMORANDUM OF AGREEMENT BY AND BE
TWEEN THE CITY AND WILSON, E'T AL,
RESTAURANT AND CLUB, RELATING TO THE BOND ISSUE.
WHEREAS, pursuant to and in accordance with the provisions of KRS
103.200 _to 103'.28 5, as amended . (the "Act") , the City of Paducah, Kentucky (the "City" )
proposes to undertake the ac-quisition, construction and financing of the Project..
referred to below so as to promote the economic development of the Commonwealth, to
relieve .conditions= :af . unemployment and to ~~rxcourage =the increase of industry in
this state by provdi~.g an induceriient to manufacturers to construct and expand
industrial facilities in the City of Paducah, Kentucky; ~ and ~ ^
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WHEREAS, the City is authorized by the Act to acquire, construct and
improve, or cause to be acquired, constructed and improved, industrial facilities; and
WHEREAS, the City is authorized by the Act ,to issue revenue bonds (the
°Bonds!') payable. solely from- the .revenues and xeceipts derived -from the.loan of
the bond proceeds or sale. or -leasing ,of t13e•~faeilities acquired ,ands,: constructed
through the issuance of such revenue bonds= and - ~ -'
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- - WHEREAS WILSON ET AL RESTAURANT AND CLUB (the "Company"),
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a partnership duly organized under the laws of the Commonwealth of Kentucky,
proposes to build a new industrial building, as defined in the Act, in~ the City of
Paducah, if the Bonds are issued to finance the construction, equipment and
expansion of such plant (the "Project"); and
WHEREAS, the Board of Commissioners of the City of Paducah finds that::
A . The project restores two buildings on the National Register of Historic
Places, which have been vacant and deteriorating for many years .
B . The project will stimulate additional renovation and help stabilize
the Market House Square Historic District.
C. The project will provide twenty (20) ~ new jobs, mostly for low and
moderate income persons .
D. The project. will. significantly increase the revenue, received from the
property by the City, County and State through real estate, payroll, and sales
taxes .
E . The project will provide a major entertainment anchor to Paducah's
viable downtown and will undoubtedly increase the pedestrian flow, especially during
evening hours . Such activity will decrease the possibility of the downtown area
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declining in view of a suburban mall construction.
- " F . ,The project will improve. the potential of developing a fifteen (15)
acre site across 'the street:".now owned : by tine Paducah-McCracken. County 'Convention'
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Center Co'rp?oration.. -Development ~of-the- fifteen 1'S} acre site' is a neces~si.ty if -the'
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downtown area is ;to. "remain viable ix~. "'future years .- - - " -• --' -
- -; : G .:: The ~proj ect is recommended by Paducah-McCracken :County- Growth., -. .
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Inc . , by reso utiofr ~ ated--July 2:Q„ 1981. - `
WHEREAS, the: 8onds•shallrnot b.e.• payable, from: the revenues of the .City
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other than those derived from he~;Compariy pursuant-to a financing agreement the
"Agreement";) "end r.elattid financing' documents- and . sha1L never. consttuae ~ an indebted=
ness of the City; '' - ~~:'-.
<-~i.EREAS ~~_ahe City proposes to eriter~ -into -a~ Financing Agreement with.
respect'to -the: Project:with_<the> Gampany;- whereby. the' Company mill covenant and° " ' `
agree to' pay principal, premiu~rr:, ' if .; any,.. -.and 'interest on the~d~onds, together with
all trustee's-and:-paying--agent's =fees- in.-connection-with. such :Bonc3.s as :the::same-=came
due and payable;;, .-and • ~ - _ .. - _ , ~ _ .. -; - _ . _ _ - . .
WHEREAS, it is deemed necessary _axd advisable 'that- a Memorandum` of
Agreement ;between;-th:e City ands-the,->Cbmpany"be -executed setting .forth .the' agree-
ments of the,, parties with respect-_to- the acquisition. and construction- of "the Project
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an the-. issuance: ~o -the-: Bonds= tad ay the costs . thereof, ~ ~~ , - ~-
- 1V.GSN;: THEREFORE;:"'BE IT-. RESOE-VED_ B.Y '1?HE BOARI? :OF COMMISSIGh1,ERS=
OF THE. CITY QF- PADUCAH~ AS FG,LLOWS}.. v r ,. _,-~ .. .. _ ... -. _...
- SEGTIOT~ =Y : That the Project; a .restaurant facility of approximately '
six thousand- :(6;; UUO):: squaxe feet; ~ ~ eonstitutes-_ an:' "n:dustrial building" under- "the Act.
SECTIOlat 2: -~ -That the acquisition,: cvnsfxxuction:: and improvement` of the
Proj ect~ by the .Company be :and the same- are- Thereby- r~authori zed -~ : ~ ~ Inasmuch = as the
Proj ect.= vc+i11~= be• :undertak"en", ~ and they: faclitiee~ will ' be::,acgvtired;e ~ constructed and= = =~
installed, -£or:. th~er purpose:; of conforming-> with the requixemen:ts ~of-the° Company:, as
lessee .or" owner, in.:or--.der -that., tlhe Company~may.~.:give employment. to-~-citiz:ens-.a.nd
residents • of the Community; and - inasmuch ' as the Company: requiP_ed :.for its :operatax~.s
the installation- of : Qertan equipment and: devices: which . it.s peculiarly- equipped "to
install., and-~inas~nuch;~as the Cv~any~is better~able:"to..jurl.ge its requircnerits as
the work progresses than thei-City-•"carr r.eason~ably°~be expected'-tofdo~; andsthe Com~pa"ny
possesses- more-e-Aper;tse'=in =sucl,matters:~, -it~is :hereby: foixnd~ deterrriined- and"-de-~' '
Glared that ,construction of -the,=:proposed; facilities-should be=:xndertakeri -by the -
Company ,.~.-Accordingly.;': they. Company; i,s'.- herefiay empowered and"~uthorjzed 'to=~forrnu-
late and develop plans and designs for the Project,:~-arid-.tc ester=into-'such ~contracfs"
and undertakings as map be required for the complete construction and installation
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of the Project .
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SECTiON 3.' For the purpose ~of•paying the cost of the Project; the City
wiT1- issue- Gity of -.gaducak Industrial: -0.evelopmerit 'Bonds ; ~ ~ 1981 ~ Series A (Wilson;' ' ' ~' =
Et Al Restaurant•and Club :.Project) ~Ctfie ~'!Borids°) now in axn amount. estimated not toy
exceed seven hundred fifty thousand dollars.:($?50,:fl00~.00)-. ~- The °Bdn.ds shall bra
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interest at the-rates, sha1T be-initially issued incoupon form;'shall be in such
denominations, shall be numbered, shall be dated-, shall m!ature:;~=shs:~:1'_be- sYZbje'ct
to redemption prior -to :maturity; sfia11- Have: such -p'rovisions` with .respect to
registration; ~ shall be; ~in:~ sudh forma and .shall have= such:-other d-etail's and pro
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visions as;. s-hall be ~prescrrhec~ by an `indenture' of ~Trus't 'the "indenture") .to Abe"
entered into by the City and a bank acting as Trustee.
~-~_-~ =S~CTIQN,4 .The:~&onds~~_'shail~be limited=6blgsaions payable sorely by
Wilson;; -Et' Ai--Restaurant and Crub:; ~ and sha11° not be considered •gerierai obligations :=
of the City; or • the C.-omrnonwealth of ~K:entucky ~ _ -The holders of the-~$orids shall ~ ~='
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never have =the .right. to derriand payment: frorn~ ~morieys derived by'=taxation'~or any=
other revenues of the City, except those revenues pledged to the payment ~ of the " "
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Bonds in :fhe rnannerc provided in.'the ~~Indenture.
- - SECT30N - 5 . -Prior to or contem _oraneoual witk the deliver of an -"
P Y• Y ~ y~
Bonds.;- fhe Company wi:1L .enter; into- a-financing ag-regiment: with =the City' under -the
terms of which the Company will- obligate-itself to 'complete 'the aequsitioxr "'and con=
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struction-"of the Project -arid to pay £o: tke: City sums. sufficient in th'e aggregate to
pay the principal of, interest on, and premium, if~`.any' on the. propose3 Worlds, 'as
and when said _Borrds shaii'l3ecome due and= payalsie; such financing agreement to
contain such other provisions as:~siiali' be mutually acceptable to the 'City .and''the'
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Company, which may inc-lude-a''covenant on 1~eh'alf'of the 'Company to pay each
year to' all waxing- authorities ar° amount equal to ~tke ad valorem `:taxes which would
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have been ; dLie- had- theproperty remained- on :the tax rolls-;~ if -for<< any reason the"
property. is removed -from the tax molls; less `the amo~int of the leasehold 'tax under
KRS 132.020 if applicable.: It is agreed- that the Company; or 'a-related ~coinparfy,
will ,enter into a uaran ~ a regiment -with the= Trustee- a opted .,~ the C in
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which, it will guarantee -the payment. of all .principal :and interest' air ~ the Bonds.
SECTION 6. No covenant, stipulation, ~ oblgatizin or agreement Herein -
contained shall be deemed to-;be a covenant;: -stipulation,'-'obligation or :agreement' -~
of any- meinber~-of- the- :Board. of Commissioners .of: the Cty'~or ~csf 'axiy ~c5ffcer~ agent's`-~
or employee of -the City n.::his.~ individual ::capacity and the members'' of "tle Boar$ of'=
Commissioners. of the--City shall- not be subjects to' any personal liability or'account='
ability by.- reason of ~tlie adoption' .hereof : " • - - -
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SECTION 7. Any action heretofore taken by the Company in
initiating the acquisition and .construction of the Project is hereby ratified,
confirmed `and a roved,. and the- :Com ari is hereb authorized to '`com '
PP P y y m_ence
such acquisition and construction ~:
"-SECTION 8::: Pursuant.`to- KRS 103:230,.'the Company has requested that -
sale of the Bonds be inad.e privately,` if possible, upon-a negotiated' basis'.- The_
Company is authorized to select proposed purchasers to= prepare and submit to the
City proposals for the purclase:.-of the. Bonds.. The identity' of any of ~ the purchasers ~~
of the Bonds" and.-the terms of stale_of"the: Bonds' will be_ subject 'to the -appr--oval of
the: City., - ~ _ - -
- SECT30N ..9. The: City .of Paducah shall receive from the sale of` the°'Bonds, =
as a service fee, a .sum of money equivalent to one=half of one percent of the Bond `~
amount; however, the service fee shall not.~be less .than=: $1, 000; 00- oar more than >~~ :~
$50,00000, .to be paid at. the time, of_sale.~= - ~ - ~~
. SECTION 10. - A law _firm _~mutually acceptable . to the. Company and the City
shall act as :$ond Gpunse~.r:and:.Special Counsel- for the- -City and shall be .authorized
and directed: ~_to -file any .suit-..:and. take.:any other legal.. action- necessary and
customary in the establishment of prerequisites-..to the.:issuance~of ahe Boxids.J' The
Corporation Counsel is authorized and directed to assist Bond Counsel in any
appropriate manner ,, ~_ ~_. _ .
SECTION 11. In order to ensure the acquisition, improvement, installation
and construction of the Project in the City with resultant public benefits which will
flow therefrom, it is deemed necessary and advisable that the Memor:ar~duan of - ~ - _
Agreement hereinafter referred to be approved and executed for and on behalf of
the City. Accordingly, the Memorandum of Agreement by and between the Company
and City, substantially in the form and with the contents set forth in Exhibit A
attached hereto and incorporated herein by reference, is hereby approved and the
Mayor is hereby authorized and directed to execute and deliver said Memorandum
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of Agreement, and the Clerk of the City to attest his signature thereto .
SECTION 12. The expenses and fees in connection with the issuance of
the Bonds shall be borne completely by the Company or be paid out of the proceeds
of the Bonds.
SECTION 13. The City Clerk is hereby authorized and directed to dis-
tribute copies of this resolution to the Company and to do such further things or
perform such acts as may be necessary or convenient to implement the provisions
of this resolution and take other actions to induce the Company to construct the
Project.
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SECTION-:14:- -:This resolution shall, ~ constitute: such '!official .action" on
the part of the ~Ci:ty-and 'Boar.d of Carrimssioners; tovttard- the issuanoe~-of.:the ~}~ro-
posed revenu-e bands-r ~tki~:n:°fth~e: meanng-<of- the Fecl~eral'- Income :_Ta~-:_E2:egulations:;• ~ -
SECTION 15. This resolution shall take effect:~upon._its adoption:.: ~ rThe,
City shail~ ce.~:se<-:toE be; pt~lrli-shed: iri -the: nevaspaper~ authorizeds`€o publish official
advertiseizients.of• the ~Gi:ty ~:th-e :title-~of .this' resolritioPn,=.' together:>with.-a statement ~:
signed- by the City- Clerk-, -getting :forth, the, estimated--amount: o~ the bond ~ssue~.; the '
name- of -the- Corrmgany which v~i:13 `lease .the - irrdustral :building or lae~ loaned ~ the
proceeds::for~-constY;uction~:and-' installation .o ~ahe_in.dus#rial:~ build.:ing,~~,and the.~-fac.t -
that the revenue bonds are to be retired from the proceeds of the lease payments":br
loan. payments as.;M1s~et: for'th~.~n ~KRS=103.,200 :fo:-.10~:28=5~, -.irc~].usi:~e..:'The sforrn_.of such
publication:;: atta~-lied- l~tereto as Ex-hibit~. B--and: mailer a -part~:hereof;-:is hereby:'ap~-
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roved- or the;- ur oses of suchr - ublication: ~ - ~ ~ ~ -, -
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INTRODUCED , SECONDED AND ADOPTED -AT- A MEETING OF THE BOARD
OF COMMISSIONERS-~ OF THE :CITY ~F,_ PA~UCAH ~ KENTUCKY ; _ held.: on the 11th day
of Aix.gu.'st~;~-1981s~ oil- the-same `occasion: signed. in. op~err session=byr the mayor- as -
evidence of his: appr-ovaL;-attested~:by.-the-City:<:Clerk=;r ordered.filed as required by -law
and declared. -to :be in ,full: force `-and: effect.. ~-_ s , , _;. -r ~.~ - '
/s/ John K. Penrod : '
Mayor
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ATTEST:
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s Louise ~MeKnney ; .. - , . ~ - -- - - . .~ , _. _
City Clerk
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Introduced by the Board of Commissioners on July 28, 1981
Notice of Public Hearing in The Paducah Sun, August 2, 1981
Public Hearing and Final Approval, August 11, 1981
Recorded by Louise McKinney, City Clerk, August 11, 1981.
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