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
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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.
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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
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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..
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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
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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
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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