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HomeMy WebLinkAboutIssuance of City Industrial Development Bond711 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, 1980 SERIES A (MRJ>;B CORPORATION PRO- JECT) AND AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT BY AND BETWEEN THE CITY AND MRJ~B CORPORATION 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 the acquisition, construction and financing of the Project re- ferred to below so as to promote the economic development of the Commonwealth, to relieve conditions of unemployment and to encourage the increase of industy 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, MRJ~B Corporation (the "Company"), a corporation duly incor- .. porated under the laws of the State of Indiana, proposes to build. a new industrial building, as defined in the Act, in the City of Paducah, and to lease such industrial building from the City if the Bonds are issued to finance the construction, equipment and expansion of such plant (the "Project"); and WHEREAS, the Company has not commenced construction of the Project as of the date of this resolution; and WHEREAS, the Bonds shall not be payable from the revenues of the City other than those derived from the Company pursuant to a financing agreement (the "Agreement") and related financing documents, and shall never constitute an indebted- nes s of the City; WHEREAS, the City proposes to enter into a Lease Agreement.. with respect to the Project with the Company, whereby the Company will conversant and agree to .pay lease rentals sufficient in amount to provide far the payment of principal of, 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 712 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 as such described in Exhibit "A" attached hereto constitutes an "industrial building" under the Act. SECTION 2. That the acquisition, construction and improvement of the Project be and the same are hereby authorized. Inasmuch as the Project will be undertaken, and the facilities will be acquired, 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 com- munity 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, and that said facilities shall be acquired, as completed, by the City. 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, 1980 Series A (MRJEB Corporation Project) (the "Bonds") now in an amount estimated not to exceed $10,000,000. 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 pro- visions 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. SECTION 4. The Bonds shall be limited obligations payable solely from the revenues pledged to their payment and shall not be considered general obligations of the City, or the Commonwealth of Kentucky. The holders of the Bonds shall never 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. 713 SECTION 5. Prior to or contemporaneously with the delivery of any Bonds, the Company will enter into a lease agreement or loan agreement with the City under the terms of which the Company will obligate itself to complete the 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 lease agreement or loan 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 ear to all taxin authorities an amount equal to the ad valorem taxes which would . _, ; , _ ., have been due had the property remained on the tax rolls, less the amount of the leasehold tax under I<RS 132.020. It is agreed that the Company, or a related corporation, will enter into a guaranty agreement with the Trustee appointed by the City in which it will guarantee the payment of ahl~ principal and'interest orr the Bonds. SECTION 6. No covenant, stipulation, obligation or agreement herein con- tained 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, conformed and approved, and the Company is hereby authorized to commence such acquisition and construction. SECTION 8. Pursuant to KRS 103.230, the Company has requested that sale of the Bonds be made privately 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 firms of Wyatt, Grafton Z; Sloss and Tarrant, Combs ~ Bullitt, Louisville, Kentucky, acting as Bond Counsel and Special Counsel for the City, are authorized and directed to file any suit and take any other legal action necessary and customary in the establishment of any prerequisites to the issuance of the Bonds. The firm of Denton ~ Keuler, Paducah, Kentucky, are also designated as Special Counsel for the City and said Special Counsel and Corporation Counsel are each authorized and directed to assist Bond Counsel in any appropriate ,manner. SECTION 10. In order to insure 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 Agree- ment hereinafter referred to be approved and executed for and on behalf of the City.. 714 Accordingly, the Memorandum of Agreement by and between the Company and City, substantially in the form and with the contents set forth in Exhibit B 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 11. The expenses and fees in_ connection with the issuance of the _Bonds shal I be borne completely by the Company or be paid out of the proceeds of the Bonds. SECTION 12,, 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 13. 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 14. This resolution,.shall _ take effect upon. its adoption. The City shall cause to _be published.. in the newspaper authorized to publish .official. advertise- ments of the. City. the title of this. resolution, together with a statement signed by the- City Clerk, setting forth the estimated amount of the bond issue, ...the name. of the Company which will lease the industrial building or be. loaned the proceeds for con- struction and installation of the industrial building,. and ..the fact that the revenue .bonds are to be retired from the proceeds of the lease payments or .loan payments as set forth in KRS 103.200 to 103.285, inclus_ive._. Th.e form of such. publication, attached hereto as Exhibit C and made a part hereof, is hereby approved for the purposes of such publication. INTRODUCED, SECONDED AND ADOPTED AT A. MEETING OF THE BOARD OF COMMISSIONERS OF THE CITY OF PADUCAH, KENTUCKY, held on the 29 day of July,, 1980, on the same occasion signed in open session by the Mayor :as- evidence of his. approval, attested by the City Clerk,, ordered filed as required. by law and declared to be in full force and effect. (SEAL) /s/ _ John K. Penrod .. - Mayor ATTEST: /s/ Louise McKinney City Clerk CERTIF1CATION I, the undersigned, do hereby certify that I am the duly qualified and acting City Clerk of the City of Paducah, Kentucky, and as such City Clerk 1 further 715 certify that the foregoing is a true, correct and complete copy of a Resolution duly adopted by "the 'Board 'of. Commissioners of "said "City at a regular meeting held on July 29, 1980, on the same occasion signed by the Mayor of"the City and now. in full force and effect, al as appears :from the official records of .said C'ity' in my possession and under, my control. IN WITNESS 1NHE'REOF, 1 have;:hereunto set my hand and °affixed the seal of said City this 29 day of July, 1980. (SEAL) /s/ LOUISE McK1~NNEY°° -- City Clerk of the City of Paducah EXHIBIT A The Project shall consist of a hotel having approximately 200 rooms and including a restaurant, coffee shop and lounge. . GYI-11 RIT. ~r -. ~ ~ . LEGAL NOTICE The City of Paducah, Kentucky, conforming to the requirements of Section 103.210 of the Kentucky Revised Statutes, gives public notice that on the 29 day of July,. 1980, the Board of Commissioners of said City adopted a resolution which is identified by its title or caption, as follows: 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 1980 SERIES A (MRJZ;B CORPORATION PROJECT) AND AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT BY AND BETWEEN THE CITY AND MRJBB CORPORATION RELATING TO THE BOND ISSUE. The amount of 'the proposed Industrial Development Bonds, which will at a later date be authorized in detail :by Ordinance, is presently now in an amount estimated to be $10, 000, U00. The„name of the -corporation .for the benefit of which bonds will be issued is MRJBB Corporation", an ~~lndiana Corporation: The bonds will be payable solely from rentals to be paid-over a period`of-years- by MRJEB Cor- poration, under the terms of a lease, and will not constitute an indebtedness of the City or be payable in any event whatsoever from tax revenues or other resources of the City . WITNESS my signature this 29 day of July, 1980. ~~-~~-/.~ ~~~GG~~~~~ ~~~~ /s/ Louise McKinney City Clerk, City of Paducah