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HomeMy WebLinkAboutIssue Industrial Development Bonds 1981 (3)A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE CITY OF PADUCAH, KENTUCKY, PROVIDING FOR THE ISSUANCE OF CITY OF PADUCAH, KENTUCKY, INDUSTRIAL DEVELOPMENT BONDS, 1981 SERIES C, T. C.. EZZELL, INDIVIDUALLY, PROJECT AND AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT BY AND BETWEEN THE CITY AND T. C. EZZELL, RELATING TO THE BOND ISSUE. WHEREAS, pursuant to and in accordance with the provisions of KRS 103.200 to 103.285, as amended (the "Act"), the City of Paducah, Kentucky (the ''City") proposes to undertake to cause the..acquisition, construction and financing of the Project referred. to below so as~to promote the economic development of the Commonwealth, to relieve conditions of unemployment and to encourage the increase of industry in this state by providing an inducement to manufacturers to construct and expand industrial facilities in the City of Paducah, Kentucky; and 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 receipts derived from the loan of the bond proceeds or sale or leasing of the facilities acquired and constructed through the issuance of such revenue bonds;. and WHEREAS,.T. C. EZZELL, INDIVIDUALLY, (the "Company"), 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,. Kentucky, finds that A. The project will provide approximately 150 new jobs, mostly for low and moderate income persons. B. The project will significantly increase the revenue received from the property by the City, County and State through real estate, payroll and sales taxes. C. The project will serve as support .facility for Lourdes Hospital and State Welcome Center. D. The project_will encourage tourism and offers valuable support for the Convention Center in attracting large conventions. E. The project will improve economic conditions throughout the community by having a substantial.indirect impact on many other aspects of the areas's economy. F. The project is recommended by Paducah McCracken County Growth, Inc., by resolution dated August 3, 1981.._ WHEREAS, the bonds shall not be payable from the revenues of the City other 171 G~ ~: than those derived from the Company pursuant to a financing agreement (the 1? 2 11Agreement°°) and related financing documents and shall never constitute an indebtedness of the City; WHEREAS, the City proposes to enter into a Financing Agreement with respect to the Project with the Company, whereby the Company will covenant and agree to pay principal, premium, if any, and interest on the bonds, together with all trustee's and paying agent's fees in connection with such bonds as the same come due and payable; and WHEREAS, it is deemed necessary and advisable that a Memorandum of Agreement between the City and the Company be executed setting forth the agreements of the parties with respect to the acquisition and construction of the Project and the issuance of the bonds to defray the costs thereof; Now, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE CITY OF PADUCAH as follows: Section 1. That the Project, a motel facility of approximately seventy-seven thousand, four hundred twenty (77,420) square feet, constitutes an "industrial building" under the Act. Section 2. That the acquisition, construction and improvement of the Project by the Company be, and the same are hereby authorized. Inasmuch as the Project will be undertaken, and the facilities will be acc{ured, constructed and installed, for the purpose of conforming to the requirements of the Company, as lessee or owner, in order that the Company may give employment to citizens and residents of the community, and inasmuch as the Company requires for its operations the installation of certain equipment and devices which it is peculiarly equipped to install, and inasmuch as the Company is better able to judge its requirements as the work progresses than the City can reasonably be expected to do, and the Company possesses more expertise in such matters, it is hereby found, determined and declared that construction of the proposed facilities should be undertaken by the Company. Accordingly, the Company is hereby empowered and authorized to formulate and develop plans and designs for the Project, and to enter into such contracts and undertakings as may be required for the complete construction and installation of the Project. Section 3. For the purpose of paying the cost of the Project, the City will issue City of Paducah Industrial Development Bonds, 1981 Series C, (T. C. Ezzell, Individually, (the "Bonds") now in an amount estimated not to exceed Seven Million, Five Hundred Thousand ($7,500,000.00) Dollars. The bonds shall bear interest at the rates, shall be initially issued in coupon form, shall be in such denominations, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, shall have such provisions with respect to registration, shall be in such form and shall have such other details and provisions as shall be prescribed by an Indenture of Trust (the ''Indenture°") to be entered into by the City and a bank acting as Trustee. 173 Section 4. The bonds shall be limited obligations payable solely by T. C. Ezzell, or a related entity, and shall not be considered general obligations of the City or the Commonwealth of Kentucky. The holders of the bonds shall not have-the right to demand payment from moneys derived by taxation or any other revenues of the City, except those revenues pledged to the payment of the bonds in the manner provided in the Indenture. Section 5. Prior to or contemporaneously-with the del=ivery of any bonds, the Company will enter into a financing agreement with the City under the terms of which the Company will obligate itself to complete th.e acquisition and construction of the Project and to pay to the City sums sufficient in the aggregate to pay the principal of, interest on, and premium, if any, on the proposed bonds, as and when said bonds shall become due and payable, such financing agreement to contain such other provisions as shall be mutually acceptable to the City and the Company, which may include a covenant on behalf of the Company_to pay each year to all taxing authorities an amount equal to the ad valorem taxes which would have been due had the property remained on the tax rolls, if for any reason-the property is removed from the tax rolls, less the amount of the leasehold tax under KRS 132.020 if applicable. It is agreed that the Company, or a related company, will enter into a guaranty agreement with the Trustee appointed by the City in which it will guarantee the payment of all principal and interest on the bonds. Section 6. No covenant, stipulation, obligation or agreement herein contained shall be-deemed to be a covenant, stipulation, obligation or agreement of any member of the Board~of Commissioners of the City or 'of any officer, agent or employee of the:C:ity in his individual capacity and the members of the Board of Commissioners of the City shall not be subject to any personal liability or accountability by reason of the adoption hereof. Section 7. Any action heretofore taken by the Company in initiating the acquisition and construction of the Project is hereby ratified, confirmed and approved, and the Company is hereby authorized to commence such acquisition and construction. Section 8. Pursuant to KRS 102.230, the Company has requested that sale of the bonds be made 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 purchase of the bonds. The identity of any of the purchasers of the bonds and the terms of sale of the bonds will be subject to the approval of the City. Section 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 nor more than $50,000, to be paid at the time of sale. 174 Section 10. A law firm mutually acceptable to the Company and the City shall act as Bond Counsel 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 the bonds. The firm of Wyatt, Tarramt ~ Combs, Louisville, Kentucky, is designated as Bond Counsel and. Special Counsel for the City and said Special Counsel and the Corporation Counsel are each 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 Memorandum of Agreement hereinafter referred to be approved and executed for and on behalf of the City. - Accordingly, the Memorandum of Agreement by and between the Company and City, substantially in the form and with the contents- set forth in Exhibit A are attached hereto and incorporated herein by reference, is hereby approved -and the Mayor is hereby authorized and directed to execute and deliver said Memorandum of Agreement, and the 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 distribute 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. Section 14. This resolution shall constitute such "official action" on the. part of the City and Board of Commissioners toward the issuance of the propased revenue bonds, within the meaning of the Federal Income Tax Regulations. Section 15. This resolution shall take effect upon its adoption .= ~~ ~' Mayor Introduced by Board of Commissioners on September 8, 1981 Notice of Public Hea-ring in Paducah Sun September 13, 1981 Public Hearing and Final Approval September 22, 1981 Recorded by Louise McKinney, City Clerk, September 22, 1981