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HomeMy WebLinkAbout2018-06-8536ORDINANCE NO. 2018-6-8536 AN ORDINANCE OF THE CITY OF PADUCAH, KENTUCKY AUTHORIZING THE ISSUANCE OF (I) CITY OF PADUCAH, KENTUCKY GENERAL OBLIGATION BONDS, SERIES 2018A IN THE APPROXIMATE AGGREGATE PRINCIPAL AMOUNT OF $2,910,000 (SUBJECT TO A PERMITTED ADJUSTMENT INCREASING OR DECREASING THE PRINCIPAL AMOUNT OF SERIES 2018A BONDS BY UP TO $290,000) FOR THE PURPOSE OF FINANCING A PORTION OF THE COSTS OF THE CONSTRUCTION OF RIVERFRONT IMPROVEMENTS AND THE ACQUISITION OF 911 EQUIPMENT, AND (II) CITY OF PADUCAH, KENTUCKY GENERAL OBLIGATION REFUNDING BONDS, SERIES 2018B IN THE APPROXIMATE AGGREGATE PRINCIPAL AMOUNT OF $2,845,000 (SUBJECT TO A PERMITTED ADJUSTMENT INCREASING OR DECREASING THE PRINCIPAL AMOUNT OF SERIES 2018B BONDS BY UP TO $285,000) FOR THE PURPOSE OF CURRENTLY REFUNDING A GENERAL OBLIGATION LEASE AGREEMENT DATED MARCH 2, 2009 BETWEEN THE CITY AND THE KENTUCKY LEAGUE OF CITIES FUNDING TRUST AND A LEASE AGREEMENT DATED JULY 1, 2003 BETWEEN THE CITY AND THE KENTUCKY LEAGUE OF CITIES FUNDING TRUST, THE PROCEEDS OF WHICH IN TURN FUNDED THE COSTS OF VARIOUS PUBLIC IMPROVEMENTS WITHIN THE CITY; APPROVING THE FORMS OF BONDS; AUTHORIZING DESIGNATED OFFICERS TO EXECUTE AND DELIVER THE BONDS; AUTHORIZING AND DIRECTING THE FILING OF NOTICE WITH THE STATE LOCAL DEBT OFFICER; PROVIDING FOR THE PAYMENT AND SECURITY OF THE BONDS; CREATING BOND PAYMENT FUNDS; MAINTAINING THE HERETOFORE ESTABLISHED SINKING FUND; AUTHORIZING ACCEPTANCE OF THE BIDS OF THE BOND PURCHASERS FOR THE PURCHASE OF THE BONDS; AND REPEALING INCONSISTENT ORDINANCES. WHEREAS, the City of Paducah, Kentucky (the "City") has determined and does hereby confirm that it is a public purpose of the City to acquire, construct and install improvements to the City's riverfront and to acquire and install 911 equipment (collectively, the "2018 Project") for the well-being and benefit of the citizens of the City; and WHEREAS, the City heretofore entered into a General Obligation Lease dated March 2, 2009, as amended (the "2009 Lease") with the Kentucky League of Cities Funding Trust and a Lease Agreement dated as of July 1, 2003, as amended (the "2003 Lease") with the Kentucky League of Cities Funding Trust, the proceeds of which were used to finance various public improvements in the City, including (i) improvements to the City's floodwall, (ii) the construction of parking lots and related infrastructure at the Four Rivers Center, (iii) structural improvements and installation of an HVAC system at the City Building, (iv) the installation of an HVA system and related construction at the City's Police Building (v) playground equipment and restroom and shelter renovations at Kolb Park, (vi) basketball court and sprayground improvements as well as restroom renovations at Blackburn Park, (vii) trail development at Perkins Creek Nature Preserve and (viii) new restrooms and shelters and playground renovations 205 at Noble Park (collectively, the "Prior Projects, " and together with the 2018 Project, the "Projects"), all for the well-being and benefit of the citizens of the City; and WHEREAS, the City has determined that the present conditions of the municipal market are such that it is advantageous and in the best interests of the City for the City to currently refund the 2009 Lease and 2003 Lease in order to achieve expected future debt service savings for the City; and WHEREAS, in order to achieve the foregoing objectives of the City, the City has determined and does hereby confirm that it is necessary and desirable at this time for the City to proceed with the issuance of (i) its General Obligation Bonds, Series 2018A in the approximate principal amount of $2,910,000 (which amount may be increased or decreased by up to $290,000) (the "Series 2018A Bonds") to finance the 2018 Project and (ii) its General Obligation Refunding Bonds, Series 2018B in in the approximate principal amount of $2,845,000 (which amount may be increased or decreased by up to $285,000) (the "Series 2018B Bonds," and together with the Series 2018A Bonds, the 'Bonds") to currently refund the 2003 Lease and 2009 Lease; and WHEREAS, pursuant to the Constitution and Laws of the Commonwealth of Kentucky, and particularly Sections 66.011 et. seq. of the Kentucky Revised Statutes, as amended (the "General Obligation Act") and Sections 58.010 et. seq. of the Kentucky Revised Statutes, as amended (the "Public Project Act"), a city may issue bonds, subject to the requirements of the General Obligation Act and/or Public Project Act, to pay all or any portion of the costs of financing or refinancing any public project to the extent that such city is authorized to cause the acquisition, construction, installation and equipping thereof; and WHEREAS, the City desires to cause the Projects to be financed and refinanced through the issuance of the Bonds to be sold and awarded to the successful bidder or bidders (the "Purchasers") at public, competitive sale in accordance with the provisions of Chapter 424 of the Kentucky Revised Statutes, as amended. NOW, THEREFORE, BE IT ORDAINED by the City of Paducah, Kentucky, as follows: Section 1 -- Necessity Authorization and Purpose. The City hereby declares that it is desirable and necessary to issue, and hereby authorizes the issuance, of its General Obligation Bonds, Series 2018A, in the aggregate principal amount of $2,910,000, subject to a permitted adjustment (the "Series 2018A Permitted Adjustment") increasing or decreasing the principal 1: amount of Series 2018A Bonds awarded to the purchasers thereof by up to $290,000, for the purpose of (i) paying the costs of the 2018A Project and (ii) paying the costs of issuance of the Series 2018A Bonds. The City hereby further declares that it is desirable and necessary to issue, and hereby authorizes the issuance, of its General Obligation Refunding Bonds, Series 2018B, in the aggregate principal amount of $2,910,000, subject to a permitted adjustment (the "Series 2018B Permitted Adjustment," and together with the Series A Permitted Adjustment, the "Permitted Adjustments") increasing or decreasing the principal amount of Series 2018B Bonds awarded to the purchasers thereof by up to $290,000, for the purpose of (i) paying the costs of the 2018B Project and (ii) paying the costs of issuance of the Series 2018B Bonds. The exact principal amount of Series 2018A Bonds and Series 2018B Bonds to be issued shall be established in the Certificate of Award (as hereinafter defined). Section 2 — Form of Bonds. The Series 2018A Bonds shall be issued as fully registered Bonds, shall be designated "General Obligation Bonds, Series 2018A", shall each express upon their face the purpose for which they are issued, that they are issued under the Act and shall be substantially in the form set forth in Annex A. The Series 2018B Bonds shall be issued as fully i registered Bonds, shall be designated "General Obligation Refunding Bonds, Series 2018B", shall each express upon their face the purpose for which they are issued, that they are issued under the Act and shall be substantially in the form set forth in Annex B. The Bonds shall be in denominations as requested by the Purchasers, which shall be in integral multiples of five thousand dollars ($5,000). The Bonds shall each be dated their date of initial issuance and delivery, or such other date as is determined in a certificate of award accepting the bids of the Purchasers (the "Certificate of Award") to be executed by the Mayor, the City Manager or the Finance Director of the City on the date of the sale of the Bonds. Interest on the Bonds shall be payable each February 1 and August 1 (an "Interest Payment Date"), commencing February 1, 2019, at the stated interest rate or rates on the !� principal amounts thereof, calculated on the basis of a 360 day year with 30 day months,. The Series 2018A Bonds shall be serial or term Bonds maturing or subject to mandatory sinking fund redemption on August 1, 2019 and each August 1 thereafter in the years and in the amounts to be established in the Certificate of Award after advertised competitive sale of the Series 2018A Bonds based on the interest rates set forth in the successful bid for the Series 207 2018A Bonds the ("Series 2018A Bid") and the provisions of this Section 2, provided that the final maturity date of the Series 2018A Bonds shall be as set forth in the Certificate of Award but shall be no later than August 1, 2033. The Series 2018B Bonds shall be serial or term Bonds maturing or subject to mandatory sinking fund redemption on February 1, 2019 and each August 1 thereafter in the years and in the amounts to be established in the Certificate of Award after advertised competitive sale of the Series 2018B Bonds based on the interest rates set forth in the successful bid for the Series 2018B Bonds (the "Series 2018B Bid," and together with the Series 2018A Bid, the "Bids") and the provisions of this Section 2, provided that the final maturity date of the Series 2018B Bonds shall be as set forth in the Certificate of Award but shall be no later than August 1, 2028. The interest rate or rates on the Bonds shall be determined in the Certificate of Award based on the Bids; provided that the aggregate net interest cost of the Series 2018A Bonds shall not exceed six percent (6.0%), and the aggregate net interest cost of the Series 2018B Bonds shall not exceed five percent (5.0%). The Bonds issued as term Bonds shall be subject to mandatory sinking fund redemption on the dates, in the years and in the amounts as set forth in the Certificate of Award. The Series 2018A Bonds shall be subject to optional redemption prior to their maturity on any date on or after August 1, 2028, in whole or in part, in such order of maturity as shall be designated in writing by the City, and by lot within a maturity, at the election of the City upon 35 days' written notice to U.S. Bank National Association, Louisville, Kentucky, the paying agent and registrar designated for the Bonds (the "Paying Agent and Registrar") at a redemption price equal to the par amount thereof, plus accrued interest to the date of redemption. The Series 2018B Bonds shall not be subject to optional redemption prior to their maturity. At least thirty (30) days before the optional or mandatory sinking fund redemption date of any Bonds, the Paying Agent and Registrar shall cause a notice of such redemption either in whole or in part, signed by the Paying Agent and Registrar, to be mailed, first class, postage prepaid, to all registered owners of the Bonds to be redeemed at their addresses as they appear on the registration books kept by the Paying Agent and Registrar, but failure to mail any such notice shall not affect the validity of the proceedings for such redemption of Bonds for which such notice has been sent. Each such notice shall set forth the date fixed for redemption, the redemption price to be paid and, if less than all of the Bonds being payable by their terms on a 208 single date then outstanding shall be called for redemption, the distinctive series, number or letters, if any, of such Bonds to be redeemed. On the date so designated for redemption, notice having been mailed in the manner under the conditions hereinabove provided and moneys for payment of the redemption price being held in the Bond Payment Fund by the Paying Agent and Registrar for the registered owners of the Bonds to be redeemed, the Bonds so called for redemption shall become and be due and payable at the redemption price provided for redemption of such Bonds on such date, interest on the Bonds so called for redemption shall cease to accrue, and the registered owners of such Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof. The Bonds may be issued in book -entry -only form through the services of the Depository Trust Company ("DTC"). If the City determines to issue the Bonds in book -entry -only form the Designated Officers (hereinafter defined) are authorized to execute all documents necessary to accomplish such form of issuance. Section 3 -- Execution and Delivery. The Bonds shall be executed by the manual or facsimile signature of the Mayor and duly attested by the manual or facsimile signature of the City Clerk (which, together with any other person as may be authorized by resolution or municipal order are referred to as "Designated Officers") and shall have the seal of the City or a facsimile thereof affixed thereto. Additionally, the Bonds shall bear the manual authenticating signature of the Paying Agent and Registrar. The Designated Officers are further authorized and directed to deliver the Bonds to the Purchasers, upon the terms and conditions provided herein, in the Certificate of Award and in the Bids for the Bonds, receive the proceeds therefor, execute and deliver such certificates and other closing documents and take such other action as may be necessary or appropriate in order to effectuate the proper issuance, sale and delivery of the Bonds. The City authorizes and directs the Paying Agent and Registrar to authenticate the Bonds and to deliver the Bonds to the Purchasers upon payment of the purchase price thereof. Section 4 -- Payment. Payment of or on account of the interest on and principal of the Bonds shall be made directly to the Paying Agent and Registrar for the account of the registered owner. Interest on the Bonds shall be payable by check, mailed to the person whose name appears on the fifteenth day preceding an Interest Payment Date on the bond registration records as the registered owner, on each Interest Payment Date or by other transfer of funds acceptable to 209 such registered owner and the Paying Agent and Registrar. Principal shall be payable in such coin or currency of the United States of America as shall be legal tender for the payment of public and private debts at the time and place of payment upon delivery of the Bonds to the Paying Agent and Registrar or by other transfer of funds acceptable to the Paying Agent and Registrar and such registered owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bonds to the extent of the sum or sums so paid. Section 5 -- Filing. The Designated Officers are hereby authorized to undertake and cause all filings which may be required by law to be filed by the City with respect to the Bonds, including, but not limited to, the filing with the State Local Debt Officer required by law. Section 6 -- Bond Payment Fund; Payment of Bonds. There is hereby established with the Paying Agent and Registrar a bond payment fund in the name of the City to be known as General Obligation Bonds, Series 2018A Bond Payment Fund (the "2018A Bond Payment Fund"), into which the City covenants to deposit, and into which the Designated Officers are hereby authorized and directed to deposit from the sinking fund (the "Sinking Fund") established pursuant to Ordinance No. 2001-5-6353 adopted by the City (the "2001 General Obligation Ordinance"), on or before the twenty-fifth day of each month which precedes an Interest Payment Date, the amount required to pay principal of and interest due on the Series 2018A Bonds on such Interest Payment Date. The Paying Agent and Registrar shall, without further authorization from the City, withdraw from the 2018A Bond Payment Fund, on such Interest Payment Date, the amounts necessary to pay principal of, and interest on, the Series 2018A Bonds to the registered owner of the same. There is hereby further established with the Paying Agent and Registrar a bond payment fund in the name of the City to be known as General Obligation Refunding Bonds, Series 2018B Bond Payment Fund (the "2018B Bond Payment Fund," and together with the 2018A Bond Payment Fund, the 'Bond Payment Funds"), into which the City covenants to deposit, and into which the Designated Officers are hereby authorized and directed to deposit from the Sinking Fund on or before the twenty-fifth day of each month which precedes an Interest Payment Date, the amount required to pay principal of and interest due on the Series 2018B Bonds on such Interest Payment Date. The Paying Agent and Registrar shall, without further authorization from the City, withdraw from the 2018B Bond Payment Fund, on such Interest Payment Date, the 210 amounts necessary to pay principal of, and interest on, the Series 2018B Bonds to the registered owner of the same. The Paying Agent and Registrar is hereby appointed depository of the Bond Payment Funds with respect to the Bonds. If the City shall fail or refuse to make any required deposit in the Bond Payment Funds from the Sinking Fund, the Paying Agent and Registrar shall (i) notify any agency of the Commonwealth of Kentucky or any political subdivision thereof which may collect and distribute taxes or revenues for the City to seek any available necessary or proper remedial action; and (ii) upon being indemnified against cost and expense, exercise any remedy provided in the Act or at law or in equity for the benefit of the owner of the Bonds or its assignee, and shall disburse all funds so collected to the owners of the Bonds as payment of the Bonds. Section 7 -- General Obligation. The Bonds shall be full general obligations of the City and, for the payment of said Bonds, and the interest thereon, the full faith, credit and revenue of the City are hereby pledged for the prompt payment thereof. During the period the Bonds are outstanding, there shall be and there hereby is levied on all the taxable property in the City, in addition to all other taxes, without limitation as to rate, a direct tax annually in an amount sufficient to pay the principal of and interest on the Bonds when and as due, it being hereby found and determined that current tax rates are within all applicable limitations. Said tax shall be and is hereby ordered computed, certified, levied and extended upon the tax duplicate and collected by the same officers in the same manner and at the same time that taxes for general purposes for each of said years are certified, extended and collected. Said tax shall be placed before and in preference to all other items and for the full amount thereof provided, however, that in each year to the extent that the other lawfully available funds of the City are available for the payment of the Bonds, and are appropriated for such purpose, the amount of such direct tax upon all of the taxable property in the City shall be reduced by the amount of such other funds so available and appropriated. Section 8 -- Maintenance of Sinking Fund. The Sinking Fund heretofore established by the City is hereby ordered to be continued and maintained as long as any of the Bonds shall remain outstanding. The funds derived from the tax levy required by Section 7 hereof or other lawfully available funds shall be placed in the Sinking Fund and, together with interest collected on the same, are irrevocably pledged for the payment of the interest on and principal of all bonds 211 issued under the Act and Tax -Supported Leases, as defined in the Act, when and as the same fall due. Amounts shall be transferred from the Sinking Fund to the Bond Payment Funds at the times and in the amounts required by Section 6 hereof. Section 9 -- Sale of Bonds; Certificate of Award. The Designated Officers are hereby directed to sell the Bonds to the Purchasers at advertised competitive sale, the final principal amount of, the principal amortization of and the interest rate or rates on the Bonds to be established in accordance with the requirements of Sections 1 and 2 hereof by adoption of the Certificate of Award. Each of the Mayor, City Manager and Finance Director of the City is hereby authorized to execute the Certificate of Award establishing the terms of the Bonds described herein without any further action by the City Commission. Section 10 — Bonds Registered Owners; Transfer; Exchange. As long as the Bonds executed and delivered hereunder shall remain outstanding, the Paying Agent and Registrar shall maintain an office for the Registration of such Bonds and shall also keep at such office books for such registration and transfers. The registered owner of the Bonds, as set forth in the registration books maintained by the Paying Agent and Registrar on the fifteenth day preceding an Interest Payment Date, or its assignees, for purposes of this Bond Ordinance, to the extent of its interest, shall be treated as the owner of the applicable Bonds and shall be entitled to all rights and security of the owner of the Bonds hereunder. Upon surrender for registration of transfer of Bonds at the office of the Paying Agent and Registrar with a written instrument of transfer satisfactory to the Paying Agent and Registrar, duly executed by the registered owner or the registered owner's duly authorized attorney, the Paying Agent and Registrar shall execute and deliver, in the name of the designated transferee or transferees, one or more Bonds of the same series of any authorized denomination and of a like tenor and effect. All Bonds, upon surrender thereof at the office of the Paying Agent and Registrar, may, at the option of the registered owner thereof be exchanged for an equal aggregate principal amount of Bonds of the same series of any authorized denomination. In all cases in which the privilege of exchanging or transferring Bonds is exercised, the Paying Agent and Registrar shall execute and deliver Bonds in accordance with the provisions of this Section. Every such exchange or transfer of Bonds, whether temporary or definitive, shall be without charge; provided that the Paying Agent and Registrar may impose a charge sufficient 212 to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. Section 11 -- Disposition of Proceeds of Bonds. The proceeds of the sale of the Series 2018A Bonds shall be deposited, together with other available funds of the City, as follows: (a) accrued interest and rounding amount, if any, shall be deposited to the 2018A Bond Payment Fund created in Section 6 hereof; (b) an amount sufficient to pay the costs of issuing the Series 2018A Bonds shall be deposited to a special cost of issuance fund hereby directed to be established and designated as the "City of Paducah, Kentucky General Obligation Bonds, Series 2018A Cost of Issuance Fund" (the "Series A Cost of Issuance Fund"); and (c) the remainder of the proceeds shall be deposited to a special construction fund (the "City of Paducah 2018A Construction Fund") to be held by the construction fund depository designated in the Certificate of Award (the "2018A Construction Fund Depository") and used for the acquisition, construction, installation and equipping of the 2018A Project. The proceeds of the sale of the Series 2018B Bonds shall be deposited, together with other available funds of the City, as follows: (a) accrued interest and rounding amount, if any, shall be deposited to the 2018B Bond Payment Fund created in Section 6 hereof; (b) an amount sufficient to pay the costs of issuing the Series 2018B Bonds shall be deposited to a special cost of issuance fund hereby directed to be established and designated as the "City of Paducah, Kentucky General Obligation Bonds, Series 2018B Cost of Issuance Fund" (the "Series B Cost of Issuance Fund"); and (c) the remainder of the proceeds, together with any other available funds of the City, shall be applied to retire and redeem the 2003 Lease and 2009 Lease within ninety days of the issuance of the Bonds and shall be remitted to the Kentucky League of Cities Funding Trust, or its designee, on the dates and in the times necessary to accomplish the current refunding of the 2003 Lease and 2009 Lease in accordance with instructions to be provided by the Kentucky League of Cities Funding Trust. Section 12 -- Further Actions. In connection with the undertaking and implementation by the City of the plan of financing herein described, which is hereby expressly directed, the Designated Officers are hereby authorized and directed to take and carry out such further necessary, desirable or appropriate actions to effect such plan of financing, including executing 213 and delivering financial advisory services agreements with the City's financial advisor, J.J.B. Hilliard, W.L. Lyons LLC. Section 13 -- Designation of Bonds. The City designates each of the Series 2018A Bonds and Series 2018B Bonds as "qualified tax-exempt obligations" for the purposes set forth in § 265(b)(3) of the Internal Revenue Code of 1986, as amended. The City does not anticipate issuing more than $10,000,000 of "qualified tax-exempt obligations" during calendar year 2018. Section 14 -- Discharge of Bond Ordinance. If the City shall pay or cause to be paid, or there shall otherwise be paid, to the owners of the Bonds the total principal and interest due or to become due thereon through maturity, in the manner stipulated therein and in this Bond Ordinance, then the pledges made under this Bond Ordinance, and all covenants, agreements and other obligations of the City hereunder, shall thereupon cease, terminate and become void and be discharged and satisfied. Section 15 -- Severability. If any one or more of the provisions of this Bond Ordinance should be determined by a court of competent jurisdiction to be contrary to law, then such provisions shall be deemed to be severable from all remaining provisions and shall not affect the validity of such other provisions. Section 16 -- Inconsistent Actions. All prior ordinances, resolutions, orders or parts thereof inconsistent herewith are hereby repealed. Section 17 -- Open Meetings Compliance. All meetings of the City Commission and of its committees and any other public bodies, at which the formal actions in connection with the issuance of the Bonds were taken, or at which deliberations that resulted in such formal actions were held, were open meetings, and such formal actions were taken and any such deliberations took place while such meetings, after proper notice, were open to the public, in compliance with all legal requirements including KRS Sections 61.805 through 61.850. Section 18 -- Effective Date. This Bond Ordinance shall become effective immediately upon adoption and publication of a summary thereof, as provided by law. INTRODUCED AND PUBLICLY READ ON FIRST READING on the 12th day of June, 2018. PUBLICLY READ, ADOPTED AND APPROVED ON SECOND READING, this the 26'h day of June, 2018. CITY OF PADUCAH, KENTUCKY 214 Attest: By: ` r City Clerk Introduced by the Board of Commissioners, June 12, 2018 Adopted by the Board of Commissioners, June 26, 2018 Recorded by Tammara S. Sanderson, City Clerk, June 26, 2018 Published by The Paducah Sun, June 344 2018 \ord\finance\bond-2018A & 2018B — Merfront, E911 & KLC Refinance 215 CERTIFICATION 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, I further certify that the foregoing is a true, correct and complete copy of a Bond Ordinance duly enacted by the City Commission of the City at a duly convened meeting held on the 26th day of June, 2018, on the same occasion signed by the Mayor as evidence of his approval, and now in full force and effect, all as appears from the official records of the City in my possession and under my control. Witness my hand and the seal of said City as of the day of , 2018. [SEAL] 216 City Clerk J _. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC') to issuer or its agent for registration of transfer, exchange, or payment and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. COMMONWEALTH OF KENTUCKY CITY OF PADUCAH, KENTUCKY GENERAL OBLIGATION BOND, SERIES 2018A No. RA -1 $ BOND DATE: July _, 2018 MATURITY DATE: August 1, INTEREST RATE: % REGISTERED HOLDER: KNOW ALL PERSONS BY THESE PRESENTS: That the City of Paducah, Kentucky (the "City"), for value received, hereby acknowledges itself obligated to, and promises to pay to the registered holder identified above, or registered assigns, the principal sum identified above (or, if any part thereof has been paid, the balance thereof remaining unpaid), on the maturity date specified above, and to pay interest on said principal sum (or, if any part thereof has been paid, the balance thereof remaining unpaid) from the date hereof, payable each February 1 and August 1, commencing February 1, 2019, at the Interest Rate per annum identified above, calculated on the basis of a 360 day year with 30 day months, except as the provisions hereinafter set forth with respect to prior redemption may be and become applicable hereto. The principal of and interest on this bond are payable, without deduction for exchange, collection, or service charges, in lawful money of the United States of America. Principal is payable at the designated corporate trust office of U.S. Bank National Association, Louisville, Kentucky, or any successor (the "Paying Agent and Registrar") or by other transfer of funds acceptable to the Paying Agent and Registrar and such owner. All interest on this bond and principal payable prior to the final maturity date shall be payable by check or draft mailed to the record date registered holder hereof at the address shown on the registration records kept by the Paying Agent and Registrar or by other transfer of funds acceptable to the Paying Agent and Registrar and such owner. The record date shall be the fifteenth day of the month preceding each interest payment date. This Bond is one of an issue of Bonds of like tenor and effect, except as to denomination and maturity, numbered from RA -1 upward, inclusive, of the denomination of $5,000 or any integral multiple thereof originally aggregating dollars ($ ) in principal amount, issued for the purpose of (i) financing the costs of the construction of riverfront improvements and the acquisition of 911 equipment (collectively, the "Project") and (ii) paying the costs of issuance of the Bonds, all pursuant to and in full compliance with the general laws of the Commonwealth of Kentucky and particularly Chapter 66 of the Kentucky Revised Statutes, and pursuant to an ordinance duly adopted by the City Commission of the City on the 26th day of June, 2018 (the 'Bond Ordinance") upon the affirmative vote of at least a majority of the members of its City Commission at a public meeting duly and regularly held, and after filing proper notice with the State Local Debt Officer of the Commonwealth of Kentucky. This Bond and the issue of which it forms a part is a general obligation of the City and the full faith, credit and revenue of the City are pledged to the payments due hereunder. THIS BOND IS CONTINUALLY SECURED BY THE FAITH, CREDIT AND REVENUE OF THE CITY. 217 The Bonds mature on the 1 st day of August of the following years, in the respective principal amounts and bear interest at the following rates of interest: Maturity Date August 1, 2019 August 1, 2020 August 1, 2021 August 1, 2022 August 1, 2023 August 1, 2024 August 1, 2025 August 1, 2026 August 1, 2027 August 1, 2028 August 1, 2029 August 1, 2030 August 1, 2031 August 1, 2032 August 1, 2033 Amount Interest Rate Par Annrnm The Bonds maturing on or after August 1, 2029 shall be subject to optional redemption prior to their maturity on any date on or after August 1, 2028, in whole or in part, in such order of maturity as shall be designated in writing by the City, and by lot within a maturity, at the election of the City upon 35 days' written notice to the Paying Agent and Registrar at a redemption price equal to the par amount thereof, plus accrued interest to the date of redemption. [INSERT ANY MANDATORY SINKING FUND REDEMPTION REQUIREMENTS] At least thirty (30) days before the redemption date of any Bonds the Paying Agent and Registrar shall cause a notice of such redemption signed by the Paying Agent and Registrar, to be mailed, first class, postage prepaid, to all registered owners of the Bonds to be redeemed at their addresses as they appear on the registration books kept by the Paying Agent and Registrar, but failure to mail any such notice shall not affect the validity of the proceedings for such redemption of Bonds for which such notice has been sent. Each such notice shall set forth the date fixed for redemption, the redemption price to be paid and, if less than all of the Bonds being payable by their terms on a single date then outstanding shall be called for redemption, the distinctive number or letters, if any, of such Bonds to be redeemed. On the date so designated for redemption, notice having been published in the manner under the conditions hereinabove provided and moneys for payment of the redemption price being held in the Payment Fund by the Paying Agent and Registrar for the registered owners of the Bonds to be redeemed, the Bonds so called for redemption shall become and be due and payable at the redemption price provided for redemption of such Bonds on such date, interest on the Bonds so called for redemption shall cease to accrue, and the registered owners of such Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof. No recourse shall be had for the payment of the principal of or the interest on this Bond, or for any claim based hereon, against any officer, agent or employee, past, present or future, of the City, as such, either directly or through the City, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise; all such liability of such officers, agents or employees is hereby renounced, waived and released as a condition of and as consideration for the issuance, execution and acceptance of this Bond. It is hereby certified that all acts, conditions and things required to be done, to occur or be performed precedent to and in the issuance of this Bond, or in the creation of the obligations of which this Bond is evidence, have been done, have occurred and have been performed in regular and due form and manner as required by law; that the faith, credit and revenue of the City are hereby irrevocably pledged for the prompt payment of the principal hereof and interest hereon; that the repayment obligation represented by this Bond is not in excess of any constitutional or statutory limitation; and that due provision has been made for the levy and collection of a tax 218 sufficient in amount to pay the interest on this Bond as it falls due and to provide for the redemption of this Bond at maturity or upon earlier redemption. 219 IN WITNESS WHEREOF, the City has caused this Bond to be signed either manually or by facsimile in its name by its Mayor and duly attested either manually or by facsimile by its City Clerk and an impression or facsimile of the City's seal to be imprinted hereon, as of the date set forth above. (SEAL) Attest: CITY OF PADUCAH, KENTUCKY LN Mayor City Clerk CERTIFICATE OF AUTHENTICATION This is to certify that this Bond is one of the Bonds described hereinabove. Date of Authentication: 220 Authorized Signature U.S. Bank National Association Paying Agent and Registrar CERTIFICATE It is hereby certified that the following is a correct and complete copy of the text of the legal opinion of Dinsmore & Shohl LLP, Covington, Kentucky, regarding the issue of which the within bond is one, the original of which opinion was manually executed, dated and issued as of the date of delivery of and payment for said issue and a copy of which is on file with the undersigned. City Clerk [FORM OF APPROVING OPINION] 221 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: (please print or typewrite social security number or other identifying number and name and address of transferee) the within Bond and does hereby irrevocably constitute and appoint the or its successor as Bond Paying Agent and Registrar to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: 222 Note: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. ANNEX B Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to issuer or its agent for registration of transfer, exchange, or payment and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. COMMONWEALTH OF KENTUCKY CITY OF PADUCAH, KENTUCKY GENERAL OBLIGATION REFUNDING BOND, SERIES 2018B No. RB -1 $ BOND DATE: July , 2018 MATURITY DATE: [February 1, 1[August 1, INTEREST RATE: % REGISTERED HOLDER: PRINCIPAL AMOUNT: KNOW ALL PERSONS BY THESE PRESENTS: That the City of Paducah, Kentucky (the "City"), for value received, hereby acknowledges itself obligated to, and promises to pay to the registered holder identified above, or registered assigns, the principal sum identified above (or, if any part thereof has been paid, the balance thereof remaining unpaid), on the maturity date specified above, and to pay interest on said principal sum (or, if any part thereof has been paid, the balance thereof remaining unpaid) from the date hereof, payable each February 1 and August 1, commencing February 1, 2019, at the Interest Rate per annum identified above, calculated on the basis of a 360 day year with 30 day months, except as the provisions hereinafter set forth with respect to prior redemption may be and become applicable hereto. The principal of and interest on this bond are payable, without deduction for exchange, collection, or service charges, in lawful money of the United States of America. Principal is payable at the designated corporate trust office of U.S. Bank National Association, Louisville, Kentucky, or any successor (the "Paying Agent and Registrar") or by other transfer of funds acceptable to the Paying Agent and Registrar and such owner. All interest on this bond and principal payable prior to the final maturity date shall be payable by check or draft mailed to the record date registered holder hereof at the address shown on the registration records kept by the Paying Agent and Registrar or by other transfer of funds acceptable to the Paying Agent and Registrar and such owner. The record date shall be the fifteenth day of the month preceding each interest payment date. This Bond is one of an issue of Bonds of like tenor and effect, except as to denomination and maturity, numbered from RB -1 upward, inclusive, of the denomination of $5,000 or any integral multiple thereof originally aggregating dollars ($ ) in principal amount, issued for the purpose of currently refunding certain prior obligations of the City, the proceeds of which in turn financed the acquisition, construction, installation and equipping of various public improvements in the City (the "Projects") and (ii) paying the costs of issuance of the Bonds, all pursuant to and in full compliance with the general laws of the Commonwealth of Kentucky and particularly Chapter 66 of the Kentucky Revised Statutes, and pursuant to an ordinance duly adopted by the City Commission of the City on the 26th day of June, 2018 (the "Bond Ordinance") upon the affirmative vote of at least a majority of the members of its City Commission at a public meeting duly and regularly held, and after filing proper notice with the State Local Debt Officer of the Commonwealth of Kentucky. This Bond and the issue of which it forms a part is a general obligation of the City and the full faith, credit and revenue of the City are pledged to the payments due hereunder. THIS BOND IS CONTINUALLY SECURED BY THE FAITH, CREDIT AND REVENUE OF THE CITY. 223 The Bonds mature on the dates, in the years, in the respective principal amounts and bear interest at the rates of interest as follows: Maturily Date February 1, 2019 August 1, 2019 August 1, 2020 August 1, 2021 August 1, 2022 August 1, 2023 August 1, 2024 August 1, 2025 August 1, 2026 August 1, 2027 August 1, 2028 Amount Interest Rate Per Annum The Bonds are not subject to optional redemption prior to their maturities. [INSERT ANY MANDATORY SINKING FUND REDEMPTION REQUIREMENTS] At least thirty (30) days before the redemption date of any Bonds subject to mandatory sinking fund redemption the Paying Agent and Registrar shall cause a notice of such redemption signed by the Paying Agent and Registrar, to be mailed, first class, postage prepaid, to all registered owners of the Bonds to be redeemed at their addresses as they appear on the registration books kept by the Paying Agent and Registrar, but failure to mail any such notice shall not affect the validity of the proceedings for such redemption of Bonds for which such notice has been sent. Each such notice shall set forth the date fixed for redemption, the redemption price to be paid and, if less than all of the Bonds being payable by their terms on a single date then outstanding shall be called for redemption, the distinctive number or letters, if any, of such Bonds to be redeemed. On the date so designated for redemption, notice having been published in the manner under the conditions hereinabove provided and moneys for payment of the redemption price being held in the Payment Fund by the Paying Agent and Registrar for the registered owners of the Bonds to be redeemed, the Bonds so called for redemption shall become and be due and payable at the redemption price provided for redemption of such Bonds on such date, interest on the Bonds so called for redemption shall cease to accrue, and the registered owners of such Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof. No recourse shall be had for the payment of the principal of or the interest on this Bond, or for any claim based hereon, against any officer, agent or employee, past, present or future, of the City, as such, either directly or through the City, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise; all such liability of such officers, agents or employees is hereby renounced, waived and released as a condition of and as consideration for the issuance, execution and acceptance of this Bond. It is hereby certified that all acts, conditions and things required to be done, to occur or be performed precedent to and in the issuance of this Bond, or in the creation of the obligations of which this Bond is evidence, have been done, have occurred and have been performed in regular and due form and manner as required by law; that the faith, credit and revenue of the City are hereby irrevocably pledged for the prompt payment of the principal hereof and interest hereon; that the repayment obligation represented by this Bond is not in excess of any constitutional or statutory limitation; and that due provision has been made for the levy and collection of a tax sufficient in amount to pay the interest on this Bond as it falls due and to provide for the redemption of this Bond at maturity or upon earlier redemption. 224 IN WITNESS WHEREOF, the City has caused this Bond to be signed either manually or by facsimile in its name by its Mayor and duly attested either manually or by facsimile by its City Clerk and an impression or facsimile of the City's seal to be imprinted hereon, as of the date set forth above. (SEAL) Attest: CITY OF PADUCAH, KENTUCKY Mayor City Clerk CERTIFICATE OF AUTHENTICATION This is to certify that this Bond is one of the Bonds described hereinabove. Date of Authentication: 225 Authorized Signature U.S. Bank National Association Paying Agent and Registrar CERTIFICATE It is hereby certified that the following is a correct and complete copy of the text of the legal opinion of Dinsmore & Shohl LLP, Attorneys, Covington, Kentucky, regarding the issue of which the within bond is one, the original of which opinion was manually executed, dated and issued as of the date of delivery of and payment for said issue and a copy of which is on file with the undersigned. City Clerk [FORM OF APPROVING OPINION] 226 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: (please print or typewrite social security number or other identifying number and name and address of transferee) the within Bond and does hereby irrevocably constitute and appoint the or its successor as Bond Paying Agent and Registrar to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: 12944696v2 227 Note: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.