HomeMy WebLinkAboutIssue Industrial Development Bonds 1982369
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, 1982 SERIES A, THE ACADEMY GROUP, A KENTUCKY LIMITED PARTNERSHIP,
PROJECT AND AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT BY AND BETWEEN THE
CITY AND THE ACADEMY GROUP, 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°t)"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,. THE ACADEMY GROUP, A KENTUCKY LIMITED PARTNERSHIP, (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 11Proj ect1°) ; and
WHEREAS,. the Board of Commissioners of the City of Paducah, Kentucky, finds
that:
A. The project will provide approximately 20 new jobs, mostly for low and
moderate income persons.
B. The .project will~significantl~ increase the revenue received from the
property by.the City; County and State through real estate, payroll and sales taxes.
C. The project will provide much needed housing for middle-income people.
D.' The project will provide .much better school facilities for business
students.
E. 'The project will help=.the.quality-of life in the historic zone of
Paducah and restore a building currently in Paducah's Historic Zone and nominated for
the National Register of Historic Places. ~ -
F. The project will retard the deterioration of the downtown district.
WHEREAS, -the bonds shall not be payable from the revenues of the City other
than those ~derve'd from the Company' pursuant to-a -financing `agreement (the
'tAgreement1°) 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
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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 wi"th 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 facility of approximately fifty-six
thousand (56,000) square feet, constitutes an 4tindustral buildingf4 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 acquired, constructed and
installed, £or 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, 1982 Series A, (The Academy
Group) (the "Bonds") now in an amount estimated not to exceed Eight Hundred Thousand,
($800,000) Dollars..- The bonds shall bear interest at the rates, shall be initially
issued in coupon fo.rm,-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 "Indenture04) to be entered. into by the City and a bank acting as Trustee.
Section 4. The bonds shall be limited obligations payable- solely by The
Academy Group,~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 S. Prior to or contemporaneously with the delivery of any bonds,
the Company will enter into a financing ;agreement with the City under the terms of
whieh.~.=the:~Company will obligate itself to complete the acquisition. and construction.
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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 City 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.
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 firms of
Wyatt, Tarrant ~ Combs of .Louisville, Kentucky, and Denton and Keuler of Paducah,
Kentucky, are designated as Bond Counsel anal 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,
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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 D4ayor 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 proposed
revenue bonds, within the meaning of the Federal Income Tax Regulations.
Section 15. This resolution shall take effect upon its adoption.
John K. Penrod
Mayor
Introduced by Board. of Commissioners on June 29, 1982
Notice of Public Hearing in Paducah Sun July 2, 1982
Public Hearing and Final Approval July 13, 1982
Recorded by Louise McKinney, City Clerk, July 13, 1982