HomeMy WebLinkAboutOrdinances Book 15, Page 170, No Ordinance Number170 /
AN ORDINANCE OF THE BOARD OF COMMISSIONERS AS THE LEGISLATIVE BODY
OF THE CITY OF PADUCAH, KENTUCKY, UNDER AUTHORITY OF KRS 165.165, CREATING
AND ESTABLISHING A CONSOLIDATED EDUCATIONAL BUILDINGS PROJECT OF PADUCAH
JUNIOR COLLEGE; CREATING AND ESTABLISHING AN ISSUE OF CONSOLIDATED EDUCATION
BUILDINGS REVENUE BONDS OF THE BOARD OF COMMISSIONERS OF SAID CITY, FOR THE
OF SAID PADUCAH JUNIOR COLLEGE; PROVIDING FOR THE ISSUANCE FROM TIME TO TIME
OF SAID BONDS; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON
SAID BONDS SOLELY FROM CERTAIN IDENTIFIED AND PLEDGED REVENUES OF SAID
COLLEGE; SETTING FORTH CONDITIONS AND RESTRICTIONS CONTROLLING THE FUTURE
ISSUANCE OF PARITY BONDS; AND PROVIDING FOR A PUBLIC SALE OR SALES
WHEREAS, The Board of Commissioners of the City of Paducah,
Kentucky, is the Legislative Body of a City of the Second class
wherein there has been established Paducah Junior College, a municipal
college having a Board of Trustees duly appointed and serving in the
manner provided by law, having full control of the management of said
College, together with the property and funds thereof, all within the
meaning and application of Section 165.160 and succeeding Sections of
the Kentucky Revised Statutes; and
WHEREAS, the Board of Trustees of said College has tendered
to the Board of Commissioners of said City a certified copy of a
certain Resolution shown to have been adopted by said Board of Trustees
at a meeting held on the 31st day of October, 1963, identified
by its title or caption, as follows:
A RESOLUTION OF THE BOARD OF TRUSTEES OF PADUCAH
JUNIOR COLLEGE, PADUCAH, KENTUCKY (A) REQUESTING THAT
THE BOARD OF COMMISSIONERS OF THE CITY OF PADUCAH,
AS THE LEGISLATIVE BODY OF SAID CITY AND ACTING UNDER
AUTHORITY OF KRS 165.165, CREATE AND ESTABLISH A
CONSOLIDATED EDUCATIONAL BUILDINGS PROJECT OF PADUCAH
JUNIOR COLLEGE AND CREATE AND ESTABLISH AN ISSUE OF
CONSOLIDATED EDUCATIONAL BUILDINGS REVENUE BONDS,
ISSUABLE FROM TIME TO TIME AND PAYABLE AS TO PRINCIPAL
AND INTEREST SOLELY FROM THE REVENUES THEREOF; (B) PRO-
VIDING FOR THE SEGREGATION OF CERTAIN REVENUES OF THE
COLLEGE AND IRREVOCABLY PLEDGING THE SAME (TO THE EXTENT
NECESSARY) FOR THE PAYMENT OF SUCH PRINCIPAL AND INTEREST;
(C) MAKING CERTAIN COVENANTS, AGREEMENTS AND COMMITMENTS
OF THE BOARD OF TRUSTEES CONCERNING THE MANAGEMENT OF
THE SAID COLLEGE AND OF ITS PROPERTIES, REVENUES AND
FUNDS; AND (D) APPROVING THE FORM AND SUBSTANCE OF
CERTAIN PROPOSED ORDINANCES AND REQUESTING THAT THE
BOARD OF COMMISSIONERS OF SAID CITY APPROVE AND ADOPT
THE SAME IN FURTHERANCE OF SUCH PURPOSES.
AND WHEREAS, pursuant to the provisions of Section 165.165
and Section 162.340, et seq., of the Kentucky Revised Statutes, the
Board of Commissioners, as the Legislative Body of said City, is
authorized to erect buildings and appurtenances to be used in connection
with the said institution for educational purposes; and
WHEREAS, The Board of Commissioners of said City, at the
request of the Board of Trustees of Paducah Junior College as embodied
IT
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in the aforesaid Resolution of its Board of Trustees, has determined
that the said College and its students are not at this time pra ided
with adequate buildings for educational purposes and has determined
that the need will arise from time to time for additional buildings
and necessary appurtenances for educational purposes; and
WHEREAS, the Board of Commissioners of said City at such
request of the Board of Trustees of said College, has determined that
the erection of the aforesaid buildings and necessary appurtenances
will require the borrowing of_money and the issuance.of revenue bonds
payable solely from the revenues of the building or buildings so
erected and the educational buildings heretofore or hereafter constructed
on the property of said College in McCracken County, Kentucky; and
WHEREAS, under the provisions of Section 165.165 and of
Section 162.340, et seq., of the Kentucky Revised Statutes, the said
Board of Commissioners is authorized to issue revenue bonds for the
purpose of erecting educational buildings and the necessary appur-
tenances; and
WHEREAS, the said Board of Commissioners, at such request of
said Board of Trustees, has determined that it is in the best interests
of the College to create and establish an issue of recemue bonds to be
issued for the aforesaid purposes from time to time as funds are
required for such purposes, all such bonds to be payable from the
revenues of the educational buildings so erected together with the
revenues from other educational buildings which may have heretofore
been or may hereafter be erected or be in existence upon the property
of said Colleve in McCracken County, Kentucky, in the manner hereinafter
provided: and to constitute a charge and lien on said revenues on a
parity with all other bonds issued under the authority of this Ordinance
without preference or priority as between bonds of different dates
of issue, maturities, Series of installments;
NOW THEREFORE, THE BOARD OF COMMISSIONERS OF THE CITY OF
PADUCAH, KENTUCKY AS THE LEGISLATIVE BODY OF SAID CITY, DOES HEREBY
ORDAIN, AS FOLLOWS:
ARTICLE'I - Definitions.
Section 1.01. In each and every place in and throughout this
Ordinance wherein the following terms, or any of them, are used, the
same, unless the context shall indicate another or different meaning
or intent, shall be construed, used and intended to have meanings
as follows:
(a) "City" - the City of Paducah, McCracken County,
Kentucky, a city of the Second Class.
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(b) "Board of Gommissioners' - the Lepisiative t5oay of cne
City of Paducah, Kentucky, a City of the Second Class having a
Municipal College (Paducah Junior College), established under
KRS 165.160, et seq., and controlled by a Board of Trustees as
in said Statutes provided.
(c) "College" - Paducah Junior College, a Municipal College
of the City of Paducah, Kentucky, a City of the Second Class
situated in McCracken County, Kentucky.
(d) "Board of Trustees" - the Board of Trustees of Paducah
Junior College, a Municipal College of the City as created and
existing under its Articles of Incorporation, as amended, and
KRS 165.160, et seq.
(e) "Trustee" - a bank or trust company or a combined bank
and trust company created and existing under the laws of the
Commonwealth of Kentucky, or a national banking association
created and existing under the laws of the United States, having
proper trust powers, and having its principal office and place
of business in the City of Paducah, McCracken County, Kentucky,
or in the City of Louisville, Jefferson County, Kentucky, or any
successor Trustee to be designated pursuant to the provisions
of this Ordinance.
(f) "Paying Agents" - the Trustee, or any successor Trustee,
as defined in the foregoing paragraph (e) and any other place or
places of payment of principal of and interest on bonds as may
be designated pursuant to the provisions of this Ordinance.
(g) "Aggregate Principal, Interest and Bond Fund Charges" -
as of any particular date of computation and with respect to a
particular twelve month period, an amount of money equal to the
aggregate of the amounts required by the provisions of the
Ordinance and all Series Ordinances to be paid into the Bond Fund
in such twelve month period for account of the interest on all
outstanding Bonds becoming due during such twelve month period
and to accomplish the retirement of the principal of all out-
standing Bonds at or prior to the maturity thereof.
(h) "Bonds" - all "Consolidated Educational Building
Bonds" of the Board of Commissioners, of the issue establi
created by the Ordinance, which are issued pursuant to a S
Ordinance authorizing the issuance of a Series of Bonds.
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(i) "Consolidated Educational Buildings Project" or
"Project_ - all educational buildings and necessary appurtenances
heretofore erected and located on the property of the College in
McCracken County, Kentucky, and all educational buildings and
necessary appurtenances hereafter erected upon such property from
available funds of the Board of Trustees or from the proceeds
of the sale of the Bonds and excluding all housing buildings and
facilities of the College, and all buildings and facilities
exclusively for athletics, as distinguished from those which are,
or may be, wholly or principally for physical education (but
subject, nevertheless, to the expressly reserved right, exercisable
by the Board of Trustees, upon the conditions and in the manner
set forth with particularity in Section 2.01 of ARTICLE II hereof,
to lease, sell and convey away the Old Campus and Buildings, as
hereinafter defined, or any part thereof, upon transfer of the
operations of the College, or the major portion thereof, to the
New Campus and Buildings, as hereinafter defined.)
(.i) "Enabling Act" - Section 165.165 and Sections 162.340,
et seq., of the Kentucky Revised Statutes.
(k) "Operating costs" - all costs and expenses paid or
incurred by the Board of Trustees in connection with the operation
and maintenance of the Consolidated Educational Buildings Project,
including insurance.
(1) "Ordinance" - this Ordinance.
(m) "Revenues" - all revenues derived from the Consolidated
Educational Buildings Project and which revenues are to be derived
through the imposition and collection of certain fees, hereinafter
identified, from all students attending the College, for the
services furnished by the Consolidated Educational Buildings Project.
(n) "Series of Bonds" or "Bonds of a Series" - the Series of
Bonds authorized by a Series Ordinance.
(o) "Series Ordinance" - an ordinance supplemental to the
Ordinance, authorizing the issuance of a Series of Bonds.
(p) "Mayor" - The Mayor of the City, the Mayor Pro Tem
thereof, and each and every officer or combination of officers of
the City at any particular time authorized by law to perform the
duties and functions of the Mayor.
(q) "City Clerk" - the City Clerk of the City, or any acting,
deputy or assistant City Clerk authorized by law at any particular
time to perform the duties and functions of the City Clerk.
(r_ "Chairman" - the Chairman and each and every Vice Chairman
and each and every other officer of the Board of Trustees authorized
to exercise the powers and authority reposed in the Chairman of
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the Board of Trustees.
(s) "Secretary" - the Secretary and each and every Assistant
Secretary and each and every other officer of the Board of Trustees
authorized to exercise the powers and authority reposed in the
Secretary of the Board of Trustees.
(t) "Fiscal Year" - the Fiscal Year shall be the twelve (12)
month period beginning September 1 of each ,year and ending
August 31 of the .following year.
(u) "Treasurer" - the Treasurer and each and every Assistant
Treasurer and each and every other officer of the Board of Trustees
authorized to exercise the powers and authority reposed in the
Treasurer of the Board of Trustees.
(v) "Engineer" - any licensed architect or engineer appointed
by the Board of Trustees, including any such architect or engineer
in the employ of the Board of Trustees or the College and so appointed.
(w) "Old Campus and Buildings" - the land and building or
buildings, in which the College has operated, and continues to
operate at this time, fronting on Broadway in the City of Paducah,
Kentucky, and sufficiently known and identified as 707 Broadway
in said City, which property and building or buildings, or a
II substantial part thereof, are intended to be abandoned upon
transfer of the operations of the College to the New Campus and
Buildings, hereinafter defined.
(x) "New, Campus and Buildings" - lands aggregating 54.74
acres, more or less, on the Blandville Road in McCracken County,
Kentucky, heretofore acquired by the College for the purpose of
providing a new situs of its operations, or a major portion
thereof, together with such buildings and appurtenances presently
situated thereon as may be reconstructed and usable for educa-
tional purposes and all educational buildings and appurtenances
which may hereafter be erected thereon from the proceeds of the
sale of the Bonds or from other available funds of the Board of
Trustees; and to which it is the purpose and intent of the Board
of Trustees to transfer the operations of the College as soon as
may be after completion of the educational buildings financed in
whole or in part through application of the proceeds of the initial
Series of Bonds issued under the Ordinance. Said properties are
sufficiently identified as (a) a tract of land having an area of
32.53 acres, more or less, known as the "Noble property", title
to which was acquired by the College by deed dated April 16, 1962,
recorded in Deed Book 434 at page 449, in the Office of the Clerk
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of the County Court of McCracken County, Kentucky, (b) a tract of
land having an area of 31.61 acres, more or less, title to which
was acquired by the College by deed from W. M. Carson and wife
dated November 10, 1961, recorded in Deed Book 429 at page 312
in the aforesaid Clerk's Office, and (c) a tract of land having
an area of 20.6 acres, more or less, title to which was acquired
by the College from Lillie M. Coleman, a single person, by deed
dated January 2$, 1963, recorded in Deed Book 442 at page 547
in the aforesaid Clerk's office.
Section 1.02. Words of the masculine gender shall be deemed
and construed to include words of the feminine and neuter gender.
Section 1.03. The words "Bonds," "owner", "holder," and
"person" shall include the plural as well as the singular number unless
the context shall otherwise indicate. The term "Bondholders," unless
the context otherwise indicates, means and contemplates the holders of
Bonds at the time issued and outstanding pursuant to the Ordinance.
ARTICLE II - Authorization and Issuance of Bonds.
Section 2.01. At the request and with the consent of the Board
of Trustees, all educational buildings and necessary appurtenances located
on the property of the College in McCracken County, Kentucky, as they
presently exist and all educational buildings and necessary appurtenances
(subject to the exclusions mentioned in Section 1.01 (i) of ARTICLE I
hereof), hereafter erected upon such property from available funds
of the Board of Trustees or from the proceeds of sale of the Bonds
authorized under the Ordinance are hereby consolidated as a Consolidated
Educational Buildings Project and so long as any of the Bonds are
outstanding under the Ordinance said Project shall be owned, operated
and maintained on a consolidated basis for the security and source
of payment of said Bonds, except as otherwise provided or permitted
by the Ordinance; PROVIDED, HOWEVER, the College now occupies and
carries on its operations in the Old Campus and Buildings; has acquired
and fully paid for the lands heretofore identified in the definition
of the New Campus and Buildings as set forth in Section 1.01(x) of
ARTICLEI of the Ordinance; proposes to apply the proceeds of the
Bonds from time to time (supplemented by other funds if available) to
the erection and completion of educational buildings thereon; and
intends to transfer the situs and operations of the College thereto as
soon as there shall have been completed and made ready for occupancy the
educational buildings the costs of which are intended to be defrayed in
whole or in part through application of the proceeds of the initial Series
of Bonds authorized under the Ordinance; and the Board of Trustees and the
176
College have expressly reserved certain rights and privileges, hereby
recognized by the Board of Commissioners, to lease, or to sell and convey
away, free and clear of the statutory mortgage lien provided by law and
recognized in Section 9.01 of ARTICLE IX of the Ordinance, all or any part
of the Old Campus and Buildings upon the following conditions, and not
otherwise:
(1) Prior to the transfer of the situs and operations of the
College, or the major portion thereof, to the New Campus and Buildings,
in
the College, acting through the Board of Trustees and/the sole dis-
cretion of the Board of Trustees, may enter into a lease, or a contract
to sell and convey, the Old Campus and Buildings, or any part thereof,
but only if (a) the use and occupancy of the premises so leased, or sold
and corveyed,'is expressly reserved to the College until such time as
the New Campus and Buildings shall, in the judgment of the Board of
Trustees, be suitable for use and occupancy so that the situs and opera-
tions of the College may be transferred thereto and (b) all net cash
consideration received from such transaction or transactions (after
deducting reasonable commissions, fees and other expenses incidental
thereto) be deposited, as received, to the credit of the Debt Service
Reserve in the Bond Fund, as created and provided for in Section 1E.05 of
ARTICLE IV of the Ordinance unless there is already a balance therein
equal to maximum Aggregate Principal, Interest and Bond Fund Charges, in
which event such net cash proceeds, or the surplus thereof, shall be
deposited in the Revenue Fund created and provided for in Section 4.04
of ARTICLE IV of the Ordinance; and
(2) After the transfer of the situs and operations of the
College, or the major portion thereof, to the New Campus and Buildings
the College, acting through the Board of Trustees and in the sole dis-
cretion of the Board of Trustees, may lease, sell and convey, or contract
to sell and convey, the Old Campus and Buildings or any part thereof
but only if (a) the Board of Trustees shall adopt a resolution deter-
mining that the Old Campus and Buildings, or such portion thereof as
may be proposed to be disposed of by lease, sale or contract, is no
longer useful and required in the proper and necessary operations of
the College, and a certified copy of such resolution be filed in the
office of the City Clerk and (b) the net cash proceeds realized from
any such transactions be deposited in the Debt Service Reserve in the
Bond Fund, or in the Revenue Fund, in the manner and to the extent
set forth in provision (b) of paragraph (1) of this Section.
Sedtion 2.02. Pursuant to the authority contained in the
Enabling Act there is hereby established and created an issue of Bonds
of the Board of Commissioners of the City of Paducah, Kentucky, to be
known and designated as "Paducah Junior College Consolidated Educational
Buildings Revenue Bonds" which said Bonds may be issued as hereinafter
provided without limitation as to amount except as provided in the
Ordinance. Said Bonds shall not constitute any indebtedness of the
City, or of its Board of Commissioners, or of Paducah Junior College,
or of its Board of Trustees, or of the Commonwealth of Kentucky, within
the meaning of any provisions or limitations of the Constitution of
the Commonwealth of Kentucky, but shall be payable solely from the
Revenues. The Bonds shall constitute a paramount charge on the Revenues
in the manner and to the extent hereinafter provided, over and ahead of
all bonds of any issue payable from said Revenues which may be hereafter
created and established, and over and ahead of all claims or obligations
of any nature against the Revenues hereafter arising or hereafter
incurred. All Bonds shall be euqally and ratably secured without
priority by reason of Series designation, number, date of Bonds, date
of sale, execution, maturity or delivery, by a charge on the Revenues,
all in accordance with the provisions of the Enabling Act and the
Ordinance.
Section 2.03. The issuance of said Bonds may be authorized
by Series Ordinance or Series Ordinances of the Board of Commissioners,
adopted subsequent hereto in one or more series. The Bonds of each
Series shall, in addition to the title "Paducah Junior College
Consolidated Educational Buildings Revenue Bonds," contain an appropriate
Series designation. Each Series Ordinance authorizing the issuance of
a Series of Bonds shall declare that said Bonds are authorized and
issued under the Ordinance and in conformity with Section 7.11 of the
Ordinance and shall also specify:
(1) the authorized principal amount of said Series of Bonds;
(2) the purposes for which the Bonds of such Series are
being issued, which shall be only for the payment of the cost of
erecting or completing an educational building or buildings with
necessary appurtenances and which building or buildings will
become and constitute a part of the Consolidated Educational
Buildings Project (or for refunding, as hereinafter provided);
(3) the date, maturity dates and the interest payment dates
of the Bonds of said Series;
(4) the interest rate or rates, or the manner of determining
such rate or rates;
(5) the denominations and the manner of numbering the Bonds
of such Series;
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(6) the premiums, if any, to be paid upon the redemption of
the Bonds of such Series and the terms and manner of such redemp-
tion, if and to the extent the Bonds are to be redeemable;
(7) the Trustee for the Bonds of such Series (which Trustee
shall be appointed by the Series Ordinance authorizing the initial
Series of Bonds and the trusteeship confirmed in each subsequent
Series Ordinance);
(8) the place or places of payment of the brincipal of and
interest on and redemption premium, if any, on the Bonds of such
Series;
(9) provisions for the sale of the Bonds of such Series;
(10) the form of the Bonds of such Series and of the coupons
to be attached thereto and the form of the Trustee's authentica-
tion certificate; and
(11) any other provisions deemed advisable by the Board not
in conflict with the provisions of the Ordinance.
SECTION 2.04. Bonds of a Series shall mature on November 1
of each of the years in which any principal of said Series of Bonds is
scheduled to become due and not more than forty (40) years from the
date thereof, all as more fully set forth in the Series Ordinance
authorizing the issuance of a Series of Bonds. Interest on all Bonds
shall be payable semiannually on May 1 and November 1 of each year
beginning not more than six (6) months from the date of such Bonds.
All Bonds of like maturity of any Series of Bonds shall be identical
in all respects except as to numbers.
ARTICLE III - Terms and Provisions of Bonds.
Section 3.01. Bonds of each Series shall be executed by the
signature of the Mayor and attested by the City Clerk and the corporate
seal of the City, or a facsimile thereof, shall appear thereon, provided
that in the Series Ordinance provision may be made for the execution of
said Bonds with the reproduced facsimile of the official signature of
either, but not both, said Mayor and City Clerk. The interest coupons
attached to said Bonds shall be executed with the facsimile of the
official signatures of said Mayor and said City Clerk in office on the
date of execution of the Bonds; and Bonds and coupons so executed
shall be valid and binding obligations notwithstanding that before
the delivery thereof and payment therefor any or all persons whose
signatures appear thereon shall have ceased to be such officers. All
Bonds shall be payable as to interest, principal and premium, if any,
in any coin or currency of the United States of America which at the
time of payment thereof is legal tender for the payment of public and
private debts.
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Section 3.02. Bonds of each Series shall be issued in the
form of coupon bonds registrable as to principal only. The Bonds,
except while registered as to principal otherwise than to bearer,
shall pass by delivery. The registration of any Bond as to principal
only shall not affect negotiability of the coupons thereto appertaining,
which shall remain payable to bearer and pass by delivery. The Board
of Commissioners, the Trustee, the Paying Agents and any other person
may treat the bearer of any bond (or if such Bond be registered, the
registered owner), the bearer of any Bond registered as payable to
bearer, and the bearer of any coupon whether or not the Bond to which
said coupon appertains is registered as to principal, as the absolute
owner of such Bond or coupon, as the case may be, for the purpose of
making payment thereof and for all other purposes, and neither the
Board of Commissioners, the Board of Trustees, the Trustee, nor the
Paying Agents shall be bound by any notice or knowledge to the contrary,
whether such Bond or coupon shall be overdue or not. All payments of
or on account of interest to anv bearer of any coupon and all payments
of or on account of principal to any bearer of any Bond (or if such Bond
be registered, the registered owner, or to any bearer of any Bond
registered to bearer), shall be valid as effectual and shall be a
discharge of the Board, the Trustee and the Paying Agents, in respect
of the liability upon the Bond or coupon or claim for interest, as the
case may be, to the extent of the sum or sums so paid.
Sbction 3.03. The Board of Commissioners will cause to be
kept at the principal office of the Trustee, as bond registrar of the
Board of Commissioners at all times while any of the Bonds containing
provisions for registration and transfer shall be outstanding and
unpaid, books for the registration and transfer of such Bonds. Upon
presentation at the office of the Registrar by any bearer of any Bond
containing provisions for registration as to principal only, the Board
of Commissioners will, under such reasonable regulations as (with the
approval of the Registrar) it may prescribe from time to time, cause
such Registrar to register in such books, in the name of the bearer
or his nominee, the ownership as to principal only, of any such pre-
sented Bond, and such registration shall be noted on the Bond. After
such registration and notation, no transfer of any such Bond registered
otherwise than as to bearer shall be valid unless evidenced by a written
instrument of transfer, in form satisfactory to the Registrar, duly
executed by the registered owner in person or by his duly authorized
agent; but any such Bond so registered may be discharged from regis-
tration, and transferability by delivery thereof may be restored, by
a like transfer to bearer similarly registered and noted, and after
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such transfer to bearer such Bond shall be a bearer Bond. Any such
Bond containing provisions for registration may again, from time to
time, in like manner, be registered as to principal only or be
transferred to bearer.
Section 3.04. The Bonds and coupons may be presented for
payment at the principal office of the Trustee or of any of the Paying
Agents of the Board of Commissioners. All Bonds and interest coupons
paid shall be cancelled.by the Trustee or Paying Agents and such can-
celled Bonds and interest coupons shall be promptlu transmitted to
the Treasurer by the Trustee or Paying Agents. The Treasurer shall
cremate said Bonds and coupons and prepare and file with the Board
appropriate cremation certificates.
The interest on and principal of all Bonds shall be payable
at the principal office of the Trustee and at any one of the Paying
Agents of the Board. Payment of the interest on the Bonds shall be
made only upon presentation and surrender of the coupons representing
such interest, as the same respectively become due and payable. The
principal of all Bonds shall be payable only upon the presentation and
surrender thereof at the principal office of the Trustee or of any
one of the Paying Agents of the Board.
Section 3,05, Only Bonds as shall bear thereon endorsed a
certification of authentication executed by the Trustee, shall be
secured by the Ordinance or be entitled to any right or benefit here-
under. The authentication by the Trustee upon any Bond shall be con-
clusive evidence and the only evidence that the Bond so authenticated
has been duly issued under the Ordinance and that the holder thereof
is entitled to the benefit of the trust hereby created.
Section 3.06. Before authenticating any Bonds the Trustee
shall cut off, cancel, and cremate all matured coupons, if any, thereon
and the Trustee shall deliver to the Board a certificate of cremation
thereof.
Section 3.07. Upon the receipt by the Board of Commissioners
and the Trustee of evidence staisfactory to them of the loss, theft,
destruction or mutilation of any outstanding Bond, and of indemnity
satisfactory to them, and upon surrender and cancellation of such Bond
if mutilated, the Board may execute and the Trustee may authenticate
and deliver, upon the lapse of such period of time as they may deem
advisable, a new Bond of like tenor and maturity bearing the same or
differend serial number, to be issued in lieu of such lost, stolen
destroyed or mutilated Bond. The Board of Commissioners may require
the payment of cost for each new Bond issued under this section, and
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the furnishing of indemnity satisfactory to said Board. The Trustee
shall incur no liability for anything done by it under this section
in the absence of negligence or fault.
ARTICLE IV - Creation of Funds and Payments therefrom
Section 4.01. There is hereby pledged to the payment of the
principal of, interest on, and any premium upon the redemption of, the
Bonds, the proceeds of the sale of the Bonds until expended for the
authorized purpose, the Revenues received by the Board of Trustees and
the Board of Commissioners and all funds established by and in accordance
with the provisions of the Ordinance, including the investments, if any,
of any such funds, all in accordance with the terms and provisions
of said Bonds and of the Ordinance, and there is hereby created in favor
of said Bonds, a paramount charge on all of said Revenues over and ahead
of all other bonds not contemplated by the Ordinance payable from said
Revenues which may be hereafter issued, and over and ahead of all
claims or obligations of any nature against said Revenues hereafter
arising or hereafter incurred. The Board of Commissioners, at the
request and with the concurrence of the Board of Trustees, covenants
and agrees that the foregoing pledge shall be valid and binding from
and after the date of the issuance, sale and delivery of any Bonds
issued pursuant to the Ordinance, and all such money and securities
hereby pledged shall then be subject to the lien of this pledge without
any physical delivery thereof, or any further action by either of said
Boards.
Section 4.02. It is hereby represented, covenanted and
agreed by the Board of Commissioners that the Board of Trustees of
Paducah Junior College has heretofore established, and that in
consideration of the issuance of the Bonds, and so long as any of the
Bonds are outstanding it will continue to fix, impose, charge and
collect for the services of said Consolidated Educational Buildings
Project a Registration Fee and a General Fee from all students
attending Paducah Junior College. The schedule of such minimum fees
presently effective, and a new schedule which has been adopted and
will become effective from and after August 1, 1964, are as follows:
PRESENTLY EFFECTIVE
EFFECTIVE AUGUST 1. 1964
REGULAR STUDENTS
(Per emester
Registration Fee $ 12.50 $ 25.00
General Fee - with maximum of
1$ hours per semester 72.50 100.00
Non -Resident Surcharge --Per
Semester Hour 2.00 2.00
SUIQ4ER SCHOOL
Registration Fee 7.50 7.50
General Fee --$10.00 per semester hour
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NIGHT SCHOOL
PerSemester)
Registration Fee $5.00 $5.00
General Fee --$10.00 per semester hour
Total general and resigtration fees not to
exceed that of a full-time student.
SPECIAL STUDENTS
Registration Fee 5.00 5.00
General Fee --$10.00 per semester hour
Total general and registration fees not to
exceed that of a full-time student.
Said fees, as the same shall be revised from time to time as
herein provided, (permissibly supplemented as set forth in Section 7.11
of ARTICLE VII of the Ordinance), shall constitute the Revenues of the
Consolidated Educational Buildings Project. The Registration Fee shall
be collected as of the commencement of each semester of the regular
college year and at the commencement of the regular summer session;
and as collected shall be set apart and paid into the Revenue Fund
hereinafter created. The General Fee shall be collected not less
frequently than (a) as to the fall semester of each college year, one-
third (1/3) by October 1, one-third (1/3) by November 1, and one-third
(1/3) by December 1, (b) as to the winter or spring semester, one-
third (1/3) by I -larch 1, one-third (1/3) by April 1, and one-third (1/3)
by May 1, and (c) as to summer school, the entire amount of the General
Fee at the time of registration. In the event a student shall drop
out after registration, there shall be no refund or adjustment of the
Registration Fee; but the right is reserved to the Board of Trustees
of the College to continue its long-standing policy of adjusting the
General Fee of students dropping out during a semester according to
the number of weeks the student was in attencance at the College.
Section 4.03. The Board of Commissioners represents that
the Board of Trustees has covenanted and agreed that, upon the issuance
and delivery of any Bonds pursuant to the Ordinance, all Revenues
theretofore or thereafter held or collected by the Board of Trustees
and derived from the Consolidated Educational Buildings Project shall
be deposited as'collected in the Revenue Fund hereinafter created, to
be held and administered by the Treasurer. Moneys and securities
from time to time in the Revenue Fund shall be trust funds of the Board
of Trustees for the uses and purposes provided in the Ordinance and
in the respective Series Ordinances adopted pursuant to the provisions
for which said moneys are pledged by the provisions of the Ordinance.
1$9
Section 4.04. From and after the issuance of any Bonds
pursuant to the Ordinance all Revenues from the Consolidated Educational
Buildings Project shall beideposited to the credit of a special fund
to be known as the Consolidated Educational Buildings Project Revenue
Fund" (hereinafter referred to as the "Revenue Fund") which Revenue
Fund is hereby created. Such Revenue Fund shall be held in the
custody of the Treasurer of the Board of Trustees, separate and apart
from other funds. Such Revenue Fund shall be maintained so long as
any of the Bonds are outstanding as a trust fund in one or more banks
which shall be members of the Federal Deposit Insurance Corporation
and shall be expended and used by the Treasurer only in the manner and
order hereinafter specified.
Section 4.05. There is hereby created a separate account
called the "Consolidated Educational Buildings Project Bond and Interest
Sinking Fund" (hereinafter referred to as the "Bond Fund"). The Bond
Fund shall be established and maintained by and in the custody of the
Trustee, and maintained by it so long as any of the Bonds are out-
standing. Such Bond Fund shall be used by the Trustee to pay interest
on the Bonds so it becomes due from time to time, and to pay and retire
the Bonds as they mature, or as otherwise herein provided.
In connection with the establishment and maintenance of the
Bond Fund, the Board of Commissioners represents that the Board of
Trustees has covenanted and agreed as follows:
(1) There will be deposited in the Bond Fund the accrued
interest, if any, received at the time or times of the sale or
sales of the Bonds, together with such further sum from the
Bond proceeds as may be determined in the Series Ordinance as
necessary to provide for the payment of the interest on the
Bonds for a period not to excess of three years from the date
of the issuance thereof.
(2) That on or before April 15 and October 15 of each year,
beginning April 15, 1964, the Treasurer shall transfer from the
Revenue Fund and deposit to the credit of the Bond Fund all the
Revenues as and when the same are received and deposited in the
Revenue Fund, until there has been so deposited in the Bond Fund
an amount equal to the total interest become due on or prior
to the next succeeding May 1 or November 1, as the case may be,
on all Bonds outstanding, and one-half of the amount of principal
becoming due on the next succeeding November 1; and if by reason
of a disproportionate amount of principal being scheduled to
become due on November 1 of any year provision is made in the
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pertinent Series Ordinance authorizing such Series of Bonds for
payments into said Bond Fund in addition to current interest and
principal requirements, then the amount of such additional pay-
ments shall also be transferred from the Revenue Fund and
deposited to the credit of the Bond Fund as so specified in
such Series Ordinance.
Provided, however, that for the purpose of creating and
maintaining a reserve in said Bond Fund equal to the maximum
Aggregate Principal, Interest and Bond Fund Charges the amounts
to be so set aside into said Bond Fund beginning April 15, 1965,
shall be 120%o of the amounts otherwise herein provided to be
paid into said Bond Fund until such reserve is so accumulated,
and thereafter the same shall be resumed and continued whenever
and so long as required to restore and maintain such reserve.
(3) The amount by which such payments exceed the Aggregate
Principal, Interest and Bond Fund Charges in any particular twelve
month period shall be held in said Bond Fund as a Debt Service
Reserve, and unless all Bonds payable from said Bond Fund at the
time outstanding are to be then retired only such part of said
Bond Fund may be used to purchase or redeem Bonds in advance of
maturity as may be in excess of the Aggregate Principal, Interest
and Bond Fund Charges and the prescribed Debt Service Reserve.
Any such purchase of Bonds prior to maturity shall be made at the
lowest prices (not exceeding their current fair market value to
be determined by the Trustee, nor the terms for redemption
thereof) follosing advertisement for tenders, but if insufficient
acceptable tenders are received the remaining excess may be
applied to the calling and redemption of Bonds in the manner as
specified in the Ordinance and in accordance with the terms as
specified in the Bonds. All Bonds so purchased or redeemed shall
be cancelled.
Section 4.06. At least fifteen days prior to each interest
payment date, the Trustee shall set aside from the Bond Fund funds
sufficient to pay all Bonds and interest coupons maturing on such
interest payment date and the Trustee shall make such arrangements
with said Paying Agents as to secure the prompt payment of maturing
Bonds and coupons, if any, as are there presented. The Trustee shall
make similar arrangements in the event of redemption of any Bonds.
All such arrangements shall include provisions for the payment to the
Paying Agents of their reasonable fees and charges for their services
in paying and cancelling Bonds and coupons, if any, in order that the
f
persons entitled to receive payment therefor may receive the full
amount due and payable without deduction of any sum .for the compensation
of the Paying Agents.
Section 4.07. Whenever all required payments from the Revenue
Fund into the Bond Fund have been made in any particular twelve month
period ending_ November 1 and there remains a balance in the said
Revenue Fund, the moneys remaining in said Revenue Fund may be used
by the Board of Trustees to pay the operating costs of the Consolidated
Educational Buildings Project to the extent the same are not otherwise
provided, or such moneys may be used for any other lawful purpose
including the purchase or retirement of Bonds in advance of maturity.
Section 4.08. Whenever and so long as the assets of the Bond
Fund shall be sufficient in the aggregate to provide moneys to pay all
Bonds then outstanding including such interest thereon as may thereafter
become due and payable and any premiums upon redemption thereof, no
further payments need be made into the Bond Fund.
The Bond Fund shall be drawn upon for the sole purpose of
paying the principal, interest and redemption premium on the Bonds.
Money set aside from time to time by the Trustee for such principal,
interest and redemption premium shall be held in trust for the holders
of the Bonds and appurtenant coupon with respect of which the same
shall have been so set aside. Until so set aside for the payment of
Principal, interest or redemption premium as aforesaid, all moneys in
the Bond Fund shall be held in trust for the benefit of the holders of
all Bonds at the time outstanding equally and ratably and without
preference or distinction as between Bonds of different Series,
installments, or maturities.
Section 4.09. The proceeds derived from time to time from
the sale of Bonds shall be deposited by the Treasurer in the Bond
Proceeds Series Construction Account, which is hereby created, with
the exception of any amounts which are provided in the applicable
Series Ordinance to be deposited in the Bond Fund. The proceeds of
such Bonds shall be expended either (1) for the purpose of erecting
and completing educational building or buildings and appurtenances
as a part of the Consolidated Educational Buildings Project, including
engineering, accounting, legal and fiscal expenses incurred or paid in
connection with the issuance of the Bonds, and interest on the Bonds
during the erection of the educational building• or buildings for account
of which the Bonds were issued in such amount as may be determined
necessary by the Board and not in excess of interest for three years
from the date of issuance of such Bonds; or (2) for the redemption and
retirement, or the purchase and retirement, of outstanding Bonds.
Section 4.10. The Bond Proceeds Series Construction Account
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shall be maintained with the Trustee, and the Treasurer of the College
shall transmit to the Trustee the deposit provided to be made therein
by Section 4.09 hereof. Disbursements from said account shall be made
solely for defraying the costs of erecting and completing buildings and
appurtenances which will become parts of the Educational Buildings
Project and shall be made by checks signed by the Treasurer of the
City of Paducah, countersigned by the Treasurer or other.authorized
officer of the Board of Trustees, but only if supported by a voucher
or certificate signed by an authorized representative of the Architect,
or firm of Architects, having supervision of construction to the
effect that the amount of such check has been earned by and is payable
to the payee named therein for labor, materials or sercices furnished
in connection with the construction or completing of the educational
building or buildings and appurtenances intended to be financed from
such Account; provided, however, that a representative of the Architect
or firm of Architects shall not be required to sign vouchers or certi-
ficates relating to the fee of any Fiscal Agent or Municipal Bond
Attorneys employed by the Board of Commissioners or the Board of
Trustees, or relating to any item of cost or expense not within the
scope of the employment or knowledge of the Architects. Moneys in
said Account not required for immediate disbursement for the purposes
of said Account may be invested and reinvested solely in bonds or
interest-bearing motes of the United States Government maturing or
being subject to redemption at the option of the holder not later than
two years from the date of such investment.
Moneys in the other funds and accounts established pursuant
to the Ordinance and not required for immediate disbursement for the
purposes for which said funds and accounts are created may be invested
and reinvested by the Treasurer or the Trustee, as the case may be,
with the approval of the Board of Trustees, solely in bonds or interest-
bearing notes of the United States Government maturing or being subject
to redemption at the option of the holder not later than two years from
the date of such investment.
The interest and realized income from the investment of
moneys in any fund or account shall be added to and become a part of
the fund or account out of which the investment was made, except that
after the Debt Service Reserve in the Bond Fund has been accumulated
to an amount equal to the maximum Aggregate Principal, Interest and
Bond FundBond Fund Charges, and so long as the Debt Service Reserve is mi
187
at such level, any realized income from the investment of moneys in the
Bond Fund or in the Debt Service Reserve shall be retained therein but
nevertheless credited upon the amount otherwise required by paragraph (2)
of Section 4.05 of the Ordinance to be deposited in the Bond Fund on the
next succeeding April 15 or October 15, as the case may be. The expenses
of purchase, safekeeping, sale and redemption and all other expenses
and losses incident to said investments shall be charged to the fund
or account out of which the investment was made.
ARTICLE V - Concerning the Trustee and Paving Agents.
Section 5.01. In the Series Ordinance authorizing the issuance
of the initial Series of Bonds, the Board of Commissioners shall appoint
a Trustee and so long as any Bonds are outstanding under the Ordinance
the Trustee so appointed or a successor Trustee appointed in the manner
as hereinafter provided shall be the Trustee under the Ordinance.
Section 5.02. The Board of Commissioners shall appoint one
or more Paying Agents for the Bonds of a Series in the Series Ordinance
authorizing the issuance of such Bonds. The Trustee shall serve as
Paying Agent for Bonds in addition to performing the duties of Trustee.
Section 5.03. Except as otherwise expressly provided in the
Ordinance, any request, consent, demand, notice, order, appointment or
other direction made or given by the Board of Commissioners or the
Board of Trustees to the Trustee or to the Paying Agents.shall be
deemed to have been sufficiently made or given by the proper party or
parties if executed on behalf of the Board of Commissioners by the
Mayor or the City Clerk of the City, or on behalf of the Board of
Trustees by the Chairman or Secretary of said Board, and the Trustee
and any Paying Agent may conclusively rely as to the correctness of
the statements, conclusions and opinions expressed therein upon any
certificate, report, opinion or other document furnished to the Trustee
and any Paying Agent pursuant to any provision of the Ordinance.
Section 5.04. A certified copy of the Ordinance shall be
filed with the Trustee appointed by the Board of Commissioners by the
Series Ordinance authorizing -the issuance of the initial Series of
Bonds, and acceptance by the Trustee of the trusts hereby created in
accordance with the terms and conditions set out will be conclusively
presumed and evidenced by the execution of the authentication certifi-
cate to be endorsed upon the Bonds. The Trustee shall have no
responsibility with respect to the validity of said Bonds or the legal
sufficiency of the proceedings for their issuance. It shall be no
duty of the Trustee, except as otherwise herein provided, to see that
any duties herein imposed upon the Board of Commissioners or the Board
1$$
of Trustees or covenants or agreements herein contained on their behalf
are performed. All compensation to the Trustee for services leading
up to and including authentication of the Bonds may be paid from the
proceeds of said Bonds. Compensation for any service thereafter
rendered by the Trustee shall be deemed to constitute an item of
operating costs of the Consolidated Educational Buildings Project.
The Trustee may in good faith buy, sell, own, hold, and
deal in any of the Bonds with like effect as if it were not such
Trustee.
Section 5.05. The Trustee may resign and thereby become
discharged from the trusts hereby created by notice in writing given
to the Board of Commissioners and to the Board of Trustees and pub-
lished at least once in a newspaper or financial ,journal of general
circulation in each of the Cities of Paducah, Kentucky, and New York,
New York, at least thirty (30) days before such resignation is to take
effect, but such resignation shall take effect immediately upon the
appointment of a new Trustee, if such new Trustee be appointed and
qualified before the time limited by such notice. The Trustee may be
removed at any time by an instrument in writing signed by the holders
of not less than the majority of the principal amount of the Bonds
then outstanding.
In case at any time the Trustee shall resign, be removed,
be dissolved, or otherwise become incapable of acting, or the offices
of the Trustee shall be taken over by any governmental official or
board, or if the position of the Trustee shall become vacant for any
reason, a successor shall be appointed by the Board of Commissioners
and unless such appointment be made within ten (10) days after the
vacancy shall have occurred, the holders of a majority in prinicpal
amount of the Bonds then outstanding may make such appointment by an
instrument in writing signed by any such Bondholders and filed with
the Board of Commissioners. Any Trustee originally appointed or there-
after appointed shall be a trust company or bank having trust powers,
authorized to and doing business from a principal office in Paducah
or Louisville, Kentucky. The Board shall publish notice of any such
appointment by it made once each week for four consecutive weeks in
a newspaper or financial journal of general circulation in each of
the Cities of Paducah, Kentucky, and New York, New York.
Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to its predecessor, and also to the Board of
Commissioners, an instrument in writing accepting such appointment
hereunder and thereupon such successor Trustee, without any further
F
act, shall become fully vested with all the rights, immunities, powers,
trusts, duties and obligations of its predecessor; but such predecessor
shall, nevertheless, on the written request of the Board of Commis-
sioners, or of its successor, execute and deliver any instrument
transferring to such successor Trustee, all the rights, powers and
trusts of such predecessor hereunder; and every predecessor Trustee
shall deliver all securities, moneys, documents and records held by
it to its successor, provided, however, that before any such delivery
is required or made, all fees and expenses of such predecessor shall
be paid in full. Should any instrument in writing from the Board of
Commissioners be required by any successor -,,Trustee for more fully and
certainly vesting in such Trustee the rights, powers, and duties hereby
vested or intended to be vested in the predecessor Trustee, any such
instrument in writing shall and will on request be executed, acknow-
ledged and delivered by the Board of Commissioners.
ARTICLE VI - Redemption of Bonds.
Section 6.01. Any Series Ordinance may provide that the Bonds
authorized thereby may be subject to redemption prior to maturity in
the manner and upon the terms and conditions specified in such Series
Ordinance at such time and upon the payment of such premiums, if any,
as shall be therein provided, and upon compliance with the terms
contained in the Ordinance.
Section 6.02. Any Series Ordinance providing for the
issuance of a Series of Bonds which are redeemable prior to maturity
in part shall also provide the method of determining the serial
numbers of the particular Bonds within a maturity to be redeemed.
Section 6.02. Notice of any such redemption shall be given
by the Board of Commissioners by publication of a notice, which notice
shall specify the title, series, maturities and numbers, or other
distinguishing marks of such Bonds to be redeemed in the event of
redemption of part only of a Series of Bonds, the redemption date
and the place or places where the amount due upon such redemption
will be payable. Such notice shall further state that upon the date
fixed for redemption there shall become due and payable upon each Bond
to be redeemed the principal amount thereof plus the premium, if any,
due upon the said redemption date together with the interest accrued
to the redemption date, and that from and after the redemption date
interest thereon shall cease to assrue and become payable. Such notice
shall be published at least once not less than thirty (30) days prior
to the redemption date in a newspaper or financial ,journal of general
circulation published in each of the Cities of Louisville, Kentucky,
and New York, New York. The Board shall Five written notice to the
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Trustee of its election to redeem Bonds at least forty-five (45) days
prior to the redemption date or such shorter period as shall be
I
acceptable to the Trustee. Whenever notice of redemption has been
duly given as herein provided, the Trustee shall, not later than five
(5) days prior to the date fixed for redemption in such notice make
such arrangements with the Paying Agent or Paying Agents for the Bonds
to be redeemed to secure the prompt redemption of all Bonds to be
redeemed, if any, as are there presented.
Section 6.04. Notice havinm been given by publication in
the manner provided in Section 6.03, the Bonds so called for redemption
shall become due and payable on the redemption date designated in such
notice, upon presentation and surrender thereof at the offices of the
Trustee and Paying Agents specified in such notice, together with
appurtenant coupons maturing subsequent to the redemption date. If
moneys for the redemption of all the Bonds to be redeemed on any redemp-
tion date, together with the interest to the redemption date, shall be
held by the Trustee so as to be available therefor on the date fixed
for redemption thereof, and if notice of redemption of such Bonds shall
have been published as provided in this Article, then from and after
the redemption date, interest on the Bonds so called for redemption
shall cease to accrue and become payable, and the coupons for interest
pertaining thereto maturing subsequent to the redemption date shall be
void, and all Bonds so called for redemption shall be payable solely
from moneys set aside for the payment thereof by the Trustee and said
Bonds shall no longer be secured by the charge on and pledge of the
Revenues of the Consolidated Educational Buildings Project created by
the Ordinance. If moneys shall not be available on the redemption
date specified for the payment of any Bonds, for the payment of such
Bonds as shall have been called for redemption, such Bonds shall
continue to bear interest until paid at such rate as they would have
borne had they not been called for redemption, and shall continue to
be secured by the charge on the pledge of the Revenues herein created
for the security and payment thereof.
ARTICLE VII - Covenants to Secure Bonds.
Section 7.01. TheBoard of Commissioners represents that the
Board of Trustees has covenanted and agreed that it will establish,
maintainz.and collect, so long as any Bonds are outstanding under the
Ordinance, such student fees for the services of the Project as may be
necessary (1) to pay the interest on and principal of the Bonds as they
respectively mature, and to provide reserves therefor, and (2) to pay
the operating costs of the Project to the extent the same are not
otherwise provided.
F'1:
In order to assure full and continuous performance of this
covenant with a margin for contingencies and temporary unanticipated
reduction in Revenues the Board hereby covenants and agrees to establish,
maintain and collect such student fees for the services of the Project
as will produce Revenues in each twelve-month period ending November 1
(a) equal to at least 110% of the current Aggregate Principal, Interest
and Bond Fund Charges, and (b) when added to assured moneys and funds
from all other sources, will be sufficient to provide for the current
Aggregate Principal, Interest and Bond Fund Charges and all other costs
of operating and maintaining the Project and the educational program
and operations of the College
The Board further covenants and agrees that while any of the
Bonds are outstanding, it will, except as provided in Section 4.07
pay the current operating costs of the Project from available funds
other than the Revenues derived from the Project.
Section 7.02. The Board of Commissioners represents that
the Board of Trustees has covenanted and agreed that it will not suffer
or permit any default to occur under the Ordinance, but will faithfully
observe and perform all of the conditions, covenants and requirements
hereof obligatory upon it.
Section 7.03. The Board of Commissioners represents that the
Board of Trustees has covenanted and agreed that in each Fiscal Year
and prior to the time of printing and dissemination of the College
catalogue applicable to the academic year which will commence in or
about September of the next succeeding Fiscal Year, the Board of
Trustees will cause to be prepared a Budget for such succeeding Fiscal
Year showing all anticipated costs and expenses of operating the College
during such succeeding Fiscal Year (including the Aggregate Principal,
Interest and Bond Fund Charges becoming due in such Fiscal Year),
together with a summary of moneys, funds and Revenues anticipated to
be received from all sources during such succeeding Fiscal Year; that
it will cause such Budget to be in balance either by reducing commit-
ments for expenditures or by increasing student fees for such succeeding
Fiscal Year to whatever extent may be necessary, such increased fees to be
announced and published in the College catalogue as aforesaid; and
that thereafter the Board of Trustees will not depart from the Budget
so adopted except (i) by transfer of funds from one budgeted account
to another or (ii) in the event of an emergency of such nature as to
constitute in the opinion of.said Board of Trustees (as declared by
formal resolution adopted and spread upon its minutes) a threat to
the Revenues of the Project or to the continuance of an effective
educational program by the College, in which event any budgetary
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deficit so occasioned will be taken into account in approving and
adopting the Budget for the ensuing Fiscal Year.
Section 7.04. The Board of Commissioners represents that
the Board of Trustees has covenanted and azreed that it will duly and
punctually pay or cause to be paid the principal sum, and the interest
accruing on said principal, on each and every one of the Bonds issued
under the Ordinance, at the dates and places and in the manner provided
in said Bonds and in the coupons thereunto appertaining, according to
the terms thereof and of the Ordinance; and that so long as any of
the Bonds shall remain outstanding and unpaid, it will not directly
or indirectly extend or assent to the extension of the time for the
payment of any interest coupon or claim for interest of or upon any
Bond, and will not directly or indirectly be a party to any arrangement
therefor, either by purchasing or refunding or in any manner keeping
alive such interest coupon or claim for interest, or otherwise; that
in case the payment of any such interest coupon or claim for interest
shall be so extended by or with or without the consent of the Board of
Commissioners or the Board of Trustees then, anything in the Ordinance
contained to the contrary norwithstanding, such interest coupon or
claim for interest so extended shall not be entitled, in case of
default hereunder, to any benefit of or from the Ordinance, except
after the prior payment in full of the principal of all Bonds issued
under the Ordinance and of such interest coupons and claims for interest
as shall not have been so extended.
Section 7.05. The Board of Commissioners represents that
the Board of Trustees has covenanted and agreed that it will procure
and maintain, so long as any of the Bonds are outstanding, and to the
extent available, fire and extended coverage insurance on the Project
in amounts sufficient to provide for not less than full recovery
whenever the loss from causes covered by such insurance does not exceed
eighty per centum (801/',) of the full insurable value of the Project.
Such insurance shall be in reputable insurance companies qualified to
do business in the Commonwealth of Kentucky, loss if any to be made
payable to the Trustee as its interests may appear; and that from
and after the issuance of any Bonds the said Board of Trustees will
within four (4) months after the close of each fiscal year, furnish
to the Trustee a statement in writing, signed by an officer of the
Board of Trustees, setting forth the full insurable value of the Project
and describing all insurance then in force. The Trustee may, at its
option, require the Board of Trustees to deposit with it any or all
193
such insurance policies, and shall require such deposit if any event
of default occurs. If the total received by the Trustee upon all
policies shall in the case of one loss he less than the sum of Ten
Thousand Dollars ($10,000), the amount shall be paid to the Board of
Trustees by the Trustee, to be used by the Board of Trustees to pay for
replacement or repairs or substitutes for the damaged or destroyed
property, but the Trustee shall not be obligated to see to the applica-
tion thereof. In all other cases, the proceeds of any and all insurance
on the Project which may be received by the Trustee shall be applied
by the Trustee as hereinafter provided.
All insurance moneys (except property insurance in amounts
of less than Ten Thousand Dollars ($10,000) above provided to be paid
over to the Board of Trustees), received by the Trustee under the pro-
visions of this Section shall be held by the Trustee as substituted
security, and the same shall be by the Trustee paid out from time to
time upon written order of the Board of Trustees, signed by the Chairman
and Secretary, and accompanied by an approving certificate of an
Architect or Engineer, for the purpose of paying the reasonable costs
of repairing or replacing part or all of the property damaged or
destroyed or the reasonable costs of substitute facilities; provided,
however, that the Board of Trustees shall have furnished, in addition
to the proceeds of such insurance, such moneys as may be required to
complete such repairs, replacements or substitute facilities and said
insurance moneys shall be paid out by the Trustee only when the same
shall be fully sufficient to complete such repairs, replacements or
substitute facilities as shown by said certificate of an Architect or
Engineer. Every such order of the Board of Trustees for the payment
of insurance moneys shall state that the Board of Trustees is not in
default under any of the terms and provisions of the Ordinance. The
Trustee shall be fully protected in paying any such cash to or upon
the order of the Board of Trustees upon receipt of the showings above
specified; but the Trustee shall have the right, but shall not be
obligated to, require the Board of Trustees to furnish such additional
evidence in the premises as the Trustee may deem necessary in order to
establish the right of the Board of Trustees to the withdrawal of any
such moneys. In the event insurance proceeds shall remain after the
completion of such repairs, replacements or substitute facilities or
in the event of a failure to repair or replace the property damaged
or destroyed or to construct substitute facilities then the Trustee
shall deposit such moneys in the Bond Fund provided for by ARTICLE IV
hereof, and such moneys shall be applied to the retirement of Bonds.
Section 7.06. The Board of Commissioners represents that
the Board of Trustees has covenanted and agreed that so long as any of
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the Bonds are outstanding, the Board of Trustees will, if such insurance
is not already in force, procure and maintain public liability insurance,
with limits of not less than Fifty Thousand Dollars ($50,000) for one
person, and One Hundred Thousand Dollars ($100,000) for more than one
person involved in one accident, to protect the Board of Trustees from
claims for bodily injury and/or death which may arise from the operations
of the Board of Trustees, including any use or occupancy of the grounds,
structures and vehicles of the College.
Section 7.07. The Board of Commissioners represents that
the Board of Trustees has covenanted and agreed that it will at all
times maintain, preserve and keep the Project and every part thereof
in good condition, repair and working order, and will from time to time
make all needful and proper repairs, replacements, additions, better-
ments and improvements so that the operations and business of and
pertaining to the Project and every part thereof shall at all times
be conducted efficiently, properly and advantageously; and that when-
ever any portion of the Project shall have been worn out or destroyed
or shall have become obsolete, inefficient or otherwise unfit for use,
the Board of Trustees will procure and install substitutes of at least
equal value, utility and efficiency, so that the value and efficiency
of the Project shall at all times be fully maintained; and the Board
will set apart, use and apply for the foregoing purposes so much of
the Revenues of the Project as may be required, subject to the payments
provided for in ARTICLE IV hereof.
Section 7.08. The Board of Commissioners covenants and
agrees that it will not issue, or permit to be issued, any Bonds under
the the Ordinance other than in accordance with the provisions of the
Ordinance and the agreements in that behalf herein contained, and
that it will faithfully observe and perform all conditions, covenants
and requirements of the Ordinance and of all Series Ordinances supple-
mental thereto.
SECTION 7.09. While any of the Bonds are outtanding the
principal office of the Trustee shall be conclusively deemed to be
the office or agency of the Board of Commissioners and of the Board of
Trustees where notices, presentations and demands to or thereon in
respect of the Ordinance or any Series Ordinance, or of such Bonds or
coupons may be given or made; and the Board of Commissioners and the
Board of Trustees hereby appoint the Trustee their agent on their
behalf to receive all such notices, presentations and demands.
Section 7.10. The Board of Commissioners represents that
the Board of Trustees has covenanted that it will keep accurate
financial records and proper books relating to the Project, and such
195
records and books shall be open to inspection by the Bondholders and
their agents and representatives; and further that not later than
ninety (90) days after the close of each Fiscal Year it will furnish
to the Trustee, and to any Bondholder who shall request the same in
writing, copies of audit reports prepared by an independent certified
public accountant, or a firm of independent certified public accountants,
who shall be satisfactory to the Trustee, reflecting in reasonable
detail the financial condition and record of operation of the College,
the Project, and the pledged Revenues during the preceding Fiscal Year.
Section 7.11. The Board of Commissioners will not hereafter
create or permit the creation of or issue any bonds or other obligations
which will rank on a parity with or have a priority over the charge on
the Revenues or the payments to be made into the Bond Fund herein
created, except that additional Series of Bonds may be issued from
time to time pursuant to a Series Ordinance subsequent to the issuance
of the initial Series of Bonds on a parity with'the Bonds of such initial
Series of Bonds and secured by an equal charge on such Revenues in
such principal amount as may be required to either (1) defray the cost
of erecting and completing other educational building or buildings
and necessary appurtenances as a part of the Project, or (2) for
refunding purposes as hereinafter provided. Additional Bonds ranking
on a parity with the Series of Bonds initially issued may be issued
hereunder for the purpose of erecting and completing additional educa-
tional building or buildings and necessary appurtenances, only upon
the following conditions, and subject to the following restrictions:
(1) That there is at the time of the issuance of such
additional Bonds no deficiency in amounts required by the Ordinance
or any Series Ordinance to be paid into the Bond Fund; and
(2) That the average of the annual Revenues from the Pro-
ject for the two Fiscal Years immediately preceding the issuance
of said additional Bonds as indicated in a statement by the
Treasurer of the College to be filed with the Trustee was equal
to not less than 1.40 times the maximum Aggregate Principal,
Interest and Bond Fund Charges in any succeeding twelve month
period ending November 1 on the Bonds then outstanding and the
additional Bonds proposed to be issued. For the purposes of
such computation the Treasurer shall make an adjustment in the
amount of the annual Revenues to reflect any increase or decrease
in the pledged student fees being imposed at the time for the
services of said Project. In the event any additional Series of
Bonds is to be issued hereunder at a time prior to the elapse of
two Fiscal Years immediately following the issuance of the initial
196
Series of Bonds the Treasurer for the purpose of the foregoing
computation may use the income derived by the College during the
two Fiscal Years immediately preceding the issuance of such addi-
tional Series of Bonds from the source herein established for the
Revenues of the Project and the amount so determined by the
Treasurer as indicated in his statement to be filed with the Trustee
shall be deemed to be the average ofthe annual Revenues from the
Project for the two Fiscal Years immediately preceding the issuance
of such additional Series of Bonds; AND PROVIDED, ALSO, the Board of
Trustees reserves the right, exercisable in any Series Ordinance or
ordinances supplemental hereto, to pledge irrevocably as additional
Revenues of the Project, and as constituting an additional source of
payment of the principal of and interest on all Bonds issued pursuant
to this Ordinance, (including Bonds issued and outstanding pursuant
to any previous Series Ordinance as well as those authorized to be
issued in a Series Ordinance in which such pledge may be made, and
in all subsequent Series Ordinances), the net revenues thereafter to
be derived by the Board of Trustees from identified activities and
operations of any book store, general store, cafeteria, snack bar or
other auxiliary activity; and in the event the Board of Trustees
shall exercise such right and made such irrevocable pledge, (2) the
net revenues of such identified activities and operations shall there-
after be deposited, as ascertained and determined from time to time
(but not less frequently than quarterly, on or prior to October 31,
January 31, April 30 and July 31 in each Fiscal Year), into the
Revenue Fund for disposition as in the case of other Revenues of the
Project, and (b) a sum equal to ninety per cent (90a) of the average
of the net annual revenues of such identified activities and opera-
tions for the two (2) Fiscal Years immediately preceding the issuance
of said additional Bonds, as indicated in a statement by the Treasurer
of the College to be filed with the Trustee, may be taken into account
as Revenues from the Project in making the computation prescribed
in .this subparagraph (2).
Anything in this Section 7.11 to the contrary notwithstanding,
the Board may issue Bonds on a parity with Bonds previously issued and
which will continue to remain outstanding for the purpose of refunding
all or any part of the Bonds of one or more Series as may be outstanding;
(a) as of the redemption date or maturity of the Bonds to be
refunded, or by agreement with the holders thereof, if the then
existing Debt Service Reserve is not diminished and provision is
made for the payment of the Bonds to be refunded; or
(b) in advance of the maturity or earliest permissible redemption
date of some or all of the Bonds to be refunded, if the then existing
Debt Service Reserve is not diminished, and in addition thereto moneys
ufficient to provide for the payment of the Bonds to be refunded
including principal, interest to the date of maturity or redemption
_1
197
and redemption premium, if any), shall be deposited in the Debt Ser-
vice Reserve, pledged irrevocably and exclusively for the payment or
redemption of the Bonds to be refunded, and immediately invested
either in United States Government securities or in one or more
Certificates of Time Deposit issued by an incorporated bank or trust
company which is a member of Federal Deposit Insurance Corporation,
having a maturity date of maturity dates corresponding to the date
or dates when the Bonds to be refunded, and/or interest and redempti
premium will be or become due and payable, each such Certificate to
be secured at all times by a balid pledge of United States Governmen
securities of equal market value, whereupon the Bonds to be refunded
shall be payable solely from the Debt Service Reserve in the same
manner—as is provided in Section 6.04 of ARTICLE VI and in Section
10.02of ARTICLE X of the Urdinance; and
(c) in any event, either (i) the Aggregate Principal, Interest and
Bond Fund Charges as to all Bonds remaining outstanding and the re-
funding Bonds shall not exceed in any year the amount corresponding
thereto if there had been no refunding, or (ii) there shall first be
procured and filed in the office of the City Clerk a certificate of
the Treasurer conforming to all provisions of paragraph (2) of this
Section 7.11, showing that the average 6f the Revenues for the two
preceding Fiscal Years (with permitted adjustments) was not less
than 1.40 times the Aggregate Principal, Interest and Bond Fund
Charges in any year with respect to Bonds which will remain
outstanding and the refunding Bonds.
The Board may issue Bonds in order to refund all Bonds at any
time outstanding, as of the maturity or redemption date thereof, and in
doing so may use and apply for refunding purposes any balance then
accumulated and held in the Debt Service Reserve. The Board may also
issue Bonds for the purpose of refunding all Bonds then outstanding pur-
suant to the Ordinance in advance of the maturity or redemption date of
all or any thereof provided there is deposited in the Debt Service Reserve,
simultaneously with the issuance of the refunding Bonds, a sum sufficient,
when added to any balance then accumulated and held in the Debt Service
Reserve to provide for the payment of the Bonds to be refunded (including
principal, interest to the date of maturity or redemption, and redemption
premium, if any), and such aggregate sum is then secured in either of the
manners for which provision is made in paragraph (b) above.
ARTICLE VIII - Series Ordinances and Supplemental Ordinances_
Section $.01. The Board of Commissioners may adopt at any time
and from time to time Series Ordinances or ordinances supplemental hereto
for any one or more of the following purposes, and any such Series Ordi-
nance or ordinance supplemental hereto shall become effective in accord-
ance with its terms upon the filing of a certified.copy thereof with the
Trustee, to -wit:
(1) To provide for the issuance of a Series of Bonds and to prescribe
the terms and conditions pursuant to which such Bonds may be issued,
paid or redeemed;
(2) To add additional covenants and agreements of the Board of Com-
missioners or of the Board of Trustees for the purpose of further
securing the payment of the Bonds, provided such additional covenants
and agreements are not contrary to or inconsistent with the covenants
and agreements contained in the Ordinance;
(3) To prescribe further limitations and restrictions upon the issu-
ance of Bonds payable from the Revenues of the Project and which are
not contrary to or inconsistent with the limitations and restrictions
thereon theretofore in effect;
198
(4) To surrender any right, power, or privilege reserved to or con-
ferred upon the Board of Commissioners or the Board of Trustees by the
terms of the Ordinance;
(5) To confirm as further assurance any pledge under the provisions
of the Ordinance of the Revenues or of any moneys, securities or funds;
or
(6) Upon recommendation of or approval by the Trustee to cure any
ambiguity or defect or inconsistent provision in the Ordinance or to
insert such provisions clarifying matters or questions arising under
the Ordinance as are necessary or desirable in the event any such modi-
fications are not contrary to or inconsistent with the Ordinance
theretofore in effect.
Section 8.02. The provisions of the Ordinance shall constitute
a contract between the Board of Commissioners, the Board of Trustees, the
Trustee and the holders of the Bonds as may be outstanding from time to
time under the Ordinance; provided that modifications, alterations and
amendments of the Ordinance and of the rights and obligations of the
Board of Commissioners and the Board of Trustees and of the holders of
said Bonds as may be outstanding may be made as in this Section provided.
In the event that it shall appear desirable and to the advantage
of the Board of Commissioners, the Board of Trustees and the holders of
said Bonds, the Board of Commissioners may adopt an ordinance modifying,
altering, or amending the Ordinance, but providing therein that the
same shall not become effective unless and until it has had the approval
of the holders of the Bonds as hereinafter set out. Immediately upon
the adoption of such ordinance the Board of Commissioners shall set a
time and place for and call a meeting of the holders of the Bonds to be
held at a designated place in the City of Paducah, Kentucky, or in the
City of Louisville, Kentucky. Written notice of any such meeting
stating the place and time thereof and in general terms the matter to
be submitted, shall be mailed not less than thirty (30) days before
such meeting:
(a) to each owner of Bonds registered as to principal then out-
standing, addressed to him at his address appearing on the registra-
tion books;
(b) to each known holder of all other Bonds then outstanding, address-
ed to him as his name and address appear from the most recent informa-
tion; and
(c) to the Trustee;
and shall be published at least once in each of two successive calendar
weeks immediately preceding the week which includes the date fixed for
such meeting in a newspaper or financial journal of general circulation
in each of the Cities of Paducah and Louisville, Kentucky, and New York,
New York. All holders of Bonds outstanding at the time of such meeting
shall be entitled to vote thereat, and such attendance may be in person
or by proxy. Each person seeking to attend or vote at any such meeting
must, if required, produce such proof of ownership of Bonds or of personal
identity as shall be satisfactory to the inspectors of votes. Every
proxy shall be signed by the holder of the Bonds or by his duly autho-
rized attorney and shall be witnessed, and its genuineness if questioned
shall be established to the satisfaction of the inspectors of votes. The
199
holders of the Bonds and the holders of proxies present, shall by a
majority vote, irrespective of the amount of their holdings, select two
persons from those present to act as Chairman and Secretary, respectively,
of the meeting, and also select two other persons from those present to
act as inspectors of votes, who shall count all votes cast at such meeting
and who shall make and file with the secretary of the meeting their veri-
fied written report in duplicate of all such votes so cast at said meeting.
The holders (or persons entitled to vote the same) of not
less than seventy-five per cent (75a) in principal amount of Bonds
entitled to be voted at such meeting must be present at such meeting
in person or by proxy in order to constitute a quorum for the trans-
action of business, less than a quorum, however, having the power to
adjourn.
At such meeting there shall be submitted to the holders of
the Bonds for their approval the ordinance theretofore adopted pro-
posing the modification, alteration or amendment.
Any such modification or alteration or amendment of the
Ordinance or of any rights and obligations of the Board of Commis-
sioners or of the Board of Trustees, or of the holders of the Bonds
in any particular may be approved at a meeting duly convened and held
in accordance with the provisions of this Section, but only by a
resolution duly adopted by the affirmative vote, in person or by proxy,
of the holders (or persons entitled to vote the same) of seventy-five
per cent (75%) or more in aggregate principal amount of the Bonds out-
standing when such meeting is held; provided, however, that no such
modification, alteration, or amendment shall be made which will permit
(a) an extension of time of payment at maturity of the principal of or
payment of the interest on any Bond, or a reduction in the rate of
interest thereon without written consent of the holders of such Bond,
or (b) reduce the percentage of holders of Bonds required by the pro-
visions of this Section for the taking of any action under this
Section, and provided further that no such modification, alteration,
or amendment herein authorized which in the opinion of the Trustee,
affects the rights, duties, or immunities of the Trustee under the
Ordinance may be made without the consent of the Trustee.
A record of the proceedings of each such meeting shall be
prepared by the secretary of the meeting and shall have attached thereto
the original counterparts of the reports of the inspectors of votes and
affidavits by one or more persons having knowledge of the facts, setting
forth a copy of the notice of the meeting and a copy of the record of any
adjournment thereof, and showing: that said notices were duly given as
herein provided. Such records shall be signed and verified and one copy
200
thereof shall be filed with the City Clerk of the City of Paducah,
Kentucky, one copy shall be filed with the Secretary of the Board of
Trustees, and another shall be filed with the Trustee for preservation
by the Trustee, and thereupon the proposed modifications, alterations and
amendments, aforesaid, shall become effective, but otherwise shall be null
and void.
ARTICLE IX - Defaults• Remedies.
Section 9.01. That for the protection of the holders of the
Bonds secured by the Ordinance and the interest coupons thereto attached,
a statutory mortgage lien upon said Project and all appurtenant facilities
connected therewith and belonging thereto is granted and created by
Sections 162.350 and 162.200 of the Kentucky Revised Statutes, which said
statutory mortgage lien is hereby recognized and declared to be valid
and binding as provided by law, and shall take effect immediately upon
delivery of any of said Bonds; provided, however, that if the Board of
Trustees shall lease, sell or convey array the Old Campus and Buildings
under the conditions of its reserved right so to do, the said statutory
mortgage lien shall automatically cease to be applicable thereto, without
occasion or necessity for any sort of writing in evidence thereof, and
any lessee, purchaser or grantee shall have no obligation or responsi-
bility for the proper disposition of the consideration for such lease,
sale, or conveyance. The Trustee may, and upon the written request of the
holders of not less than twenty-five per cent (25%) of the principal
amount of the Bonds then outstanding, shall, either at law or in equity,
by suit, action, mandamus or other proceedings, enforce and compel per-
formance of all duties required by law, including the charge, collection
and accounting of sufficient student fees and the segregation and applica-
tion of the Revenues as provided by the Ordinance.
Sgction 9.02. Each of the following events is hereby declared
as "event of default," that is to say: If
(a) payment of the principal of any of the Bonds shall
not be made when the same shall become due and payable, either
at maturity or by proceedings for redemption or otherwise; or
(b) payment of any installment of interest shall not be
made when the same shall become due and payable or within thirty
(30) days thereafter; or
(c) the Board of Commissioners or the Board of Trustees
shall for any reason be rendered incapable of fulfilling their
respective obligations hereunder; or
(d) any buildings representing a part of the Project
shall be destroyed or damaged and shall not be promptly repaired,
replaced or reconstructed or substitute facilities afforded
(whether such failure promptly to repair, replace or reconstruct
such buildings or to afford substitute facilities be due to the
impracticability of such repair, replacement or reconstruction or
the construction of such substitute facilities or to lack of
funds therefor or for any other reason) and the insurance
proceeds shall not be deposited in the Bond Fund; or
201
(e) an order or decree shall be entered, with the consent
or acquiescence of the Board of Commissioners or of the Board of
Trustees, appointing a receiver or receivers of all or any part
of the Project or of the Revenues therefrom, or if such order or
decree, having been entered without such acquiescence or consent,
shall not be vacated or discharged or stayed on appeal within
sixty (60) days after entry; or
(f) The Board of Commissioners or the Board of Trustees
shall default in the due and punctual performance of any other
of the covenants, conditions, agreements and provisions contained
in the Bonds or in the Ordinance or in any Series Ordinance on the
part of the Board to be performed, and such default shall continue
for thirty (30) days after written notice specifying such default
and requiring the same to be remedied shall have been given to
both of said Boards by the Trustee, which may give such notice in
its discretion and shall give such notice upon the written request
of the holders of not less than fifteen per cent (15%) in principal
amount of the Bonds then outstanding.
Section 9.03. Upon the happening and continuance of any
event of default specified in Section 9.02 of this Article, then and
in every such case the Trustee may, and upon the written request of
the holders of not less than twenty-five per cent(25%) in principal
amount of the Bonds then outstanding shall, by a notice in writing to
the Board, declare the principal of all the Bonds then outstanding to
be due and payable immediately, and upon such declaration the same
shall become and be immediately due and payable, anything contained
in the Bonds or in the Ordinance or in any Series Ordinance to the
contrary notwithstanding; provided, however, that if at any time after
the principal of the Bonds shall have been so declared to be due and
payable, and before the entry of final ,judgment or decree in any suit,
action or proceeding instituted on account of such default, or before
the completion of the endorcement of any other remedy under the
Ordinance, moneys shall have accumulated in the Bond Fund sufficient
to pay all arrears of interest, if any, upon all the Bonds then out-
standing (except the interest accrued on such Bonds since the last
interest payment date), and the charges, compensation, expenses,
disbursements, advances and liabilities of the Trustee and all other
amounts then payable by the Boards hereunder shall have been paid or
a sum sufficient to pay the same shall have been deposited with the
Trustee, and every other default known to the Trustee in the observance
or performance of any covenant, condition or agreement contained in
the Bonds or in the Ordinance or anv Series Ordinance (other than a
default in the payment of the principal of such Bonds then due only
because of a declaration under this Section) shall have been remedied
tp the satisfaction of the Trustee, then and in every such case the
Trustee may, and upon the written request of the holders of not less
than twenty-five per cent (25%) in principal amount of the Bonds then
outstanding shall, by written notice to the Board, rescind and annul
such declaration and its consequences, but no such rescission or
annulment shall extend to or affect any subsequent default or impair
any right consequent thereon.
202
Section 9.04. Upon the happening and continuance of any
event of default specified in Section 9.02 of this Article, then and
in every such case the Trustee may proceed, and upon the written
request of the holders of not less than fifteen per cent (15%) in
principal amount of the Bonds then outstanding hereunder shall proceed
to protect and enforce its rights and the rights of the Bondholders
under the laws of the Commonwealth of Kentucky or under the Ordinance
or any Series Ordinance by such suits, actions or special proceedings
in equity or at law, either for the specific performance of any
covenant or agreement contained in the Ordinance or in aid or execution
of any power herein granted or for the enforcement of any proper logal
or equitable remedy, as the Trustee, being advised by counsel, shall
deem most effectual to protect and enforce such rights.
In the enforcement of any remedy under the Ordinance the
Trustee skull be entitled to sue for, enforce payment of and receive
any and all amounts then or during any default becoming, and at any
time remaining, due for principal, interest or otherwise under any of
the provisions of the Ordinance or any Series Ordinance or of the
Bonds, and unpaid, together with any and all costs and expenses of
collection and of all proceedings hereunder and under such Bonds,
without prejudice to any other right or remedy of the Trustee or of
the Bondholders, and to recover and enforce judgment or decree against
the Board of Commissioners and/or the Board of Trustees, but solely as
provided herein and in such Bonds, for any portion of such amounts
remaining unpaid, with interest, costs and expenses, and to collect
(solely from moneys in the Bond Fund and the Revenues of the Project
pledged to the payment of the Bonds by the Ordinance or any Series or
Supplemental Ordinance) in any manner provided by law, the moneys
adjudged or decreed to be payable.
Section 9.05. Anything in the Ordinance to the contrary
notwithstanding, the holders of a majority in principal amount of the
Bonds at the time outstanding shall have the right, by an instrument
in writing executed and delivered to the Trustee, to direct the
method and place of conducting all remedial proceedings to be taken
by the Trustee hereunder, provided that such direction shall not be
otherwise than in accordance with law or the provisions of the
Ordinance, and that the Trustee shall have the right to decline to
follow any such direction which in the opinion of the Trustee would
be unjustly prejudicial to Bondholders not parties to such direction.
Section 9.06. All rights of action under the Ordinance or
under any of the Bonds secured hereby enforcable by the Trustee, may
L_ L.- - _ _ _ ...... _ . __
203
be enforced by the Trustee without the possession of any of the Bonds
or the coupons appertaining thereto or the production thereof on the
trial or other proceeding relative thereto. Any such suit, action or
proceeding instituted by the Trustee shall be brought in its name for
the benefit of all the holders of such Bonds and coupons, subject to
the provisions of the Ordinance. No remedy herein conferred upon or
reserved to the Trustee is intended to be exclusive of any other
remedy or remedies, and each and every such remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute. No delay or
omission of the Trustee or of my holder of the Bonds to exercise any
right or power accruing upon any default shall impair any such right
or power or shall be construed to be a waiver of any such default or
an acquiescence therein; and every power and remedy given by this
Article to the Trustee and the holders of the Bonds, respectively,
may be exercised from time to time and as often as may be deemed
expedient.
Section 9.07. No holder of any of the Bonds shall have any
right to institute any suit, action or proceeding in equity or at law
for any remedy afforded by the Ordinance unless such holder shall
have previously given to the Trustee written notice of an event of
default as hereinbefore provided, nor unless also the holders of
twenty-five per cent (25%) in principal amount of the Bonds then out-
standing shall have made written request of the Trustee and shall
have afforded the Trustee a reasonable opportunity either to proceed
to exercise to exercise the powers hereinbefore granted or to institute
such action, suit or proceedings in its or their name, nor unless also
there shall have been offered to the Trustee security and indemnity
satisfactory to it against the costs, expenses and liabilities to be
incurred therein or thereby, it being understood and intended that
no one or more holders of Bonds shall have any right in any manner
whatever by his or their action to enforce any right hereunder except
in the manner herein provided.
ARTICLE X - Miscellaneous Provisions.
Section 10.01. Whenever in the Ordinance reference is made
to the Board of Commissioners or the Board of Trustees, or any officers,
agents or employees thereof, such reference shall also be deemed to
include the successors and assigns of the Board so referred to and
its officers, agents and employees; and all the covenants and agree-
ments in the Ordinance contained by or on behalf of either of said
Boards shall bind and inure to the benefit of such successors and
assigns whether so expressed or not.
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Section 10.02. If the Board of Commissioners or the Board
of Trustees shall have paid or caused to have been paid to the holders
of the Bonds and coupons appertaining thereto issued pursuant to the
provisions of the Ordinance the principal, premium, if any, and
interest to become due thereon at the time and in the manner stipulated
in said Bonds and in the Ordinance, all moneys or securities which are
not required for the payment or redemption of the Bonds or coupons
as aforesaid may be transferred to the Revenue Fund. All bonds shall
be considered to have been paid if and when there shall be on deposit
in trust with the Trustee and Paying Agents for said Bonds and
irrevocably appropriated exclusively to that purpose an amount of
cash and/or direct obligations of the United States Government which
shall be sufficient to retire at maturity or by redemption prior to
maturity on the next succeeding date on which the said Bonds may be
redeemed all of the Bonds outstanding at the time, together with
interest thereon and premiums thereon that may be payable upon the
redemption of the same; provided that proper notice of the redemption
of all such Bonds to be redeemed shall have been previously published
or provision shall have been irrevocably made for such publication,
and provided further that the moneys for the payment of the principal
of the Bonds so called and premium, if any, and interest thereon
shall be available for immediate payment on the redemption date to
the holders entitled thereto and notice of such immediate availability
on the redemption date shall have been published or satisfactory
provision shall have been made for such publication, and provided
further that all the necessary and proper fees, compensation and
expenses of the Trustee and Paying Agents shall have been paid, or
arrangements therefor satisfactory to the Trustee shall have been made.
Section 10.03. Moneys held by the Trustee in trust for the
payment and discharge of any of the Bonds or coupons which remain
unclaimed for five (5) years after the date when such bonds shall
have become due and payable either at their stated maturity dates
or by call for earlier redemption, if such moneys were held by said
Trustee at such date, or for five (5) years after the date of deposit
of such moneys if deposited with the Trustee after the said date when
such Bonds become due and payable shall, at the written request of
the Board of Commissioners and the Board of Trustees be repaid by
the Trustee to the Board of Commissioners as the Board's property
free from the trust created by the Ordinance, and the Trustee shall
thereupon be released and discharged with respect thereto, and the
holders of the Bonds payable from such money shall look only to the
Board of Commissioners for the payment of such Bonds and coupons.
205
Section 10.01:.. If any one or more of the covenants or
agreements provided in the Ordinance on the part of the Board of
Commissioners or the Board of Trustees or of the Trustee or any Paying
Agent to be performed shall be determined by a court of competent
jurisdiction to be contrary to law, then such covenant or covenants,
agreement or agreements shall be deemed severable from the remaining
covenants and agreements herein contained, and the invalidity thereof
shall in no way affect the validity of the other provisions of the
Ordinance.
Section 10.05. All ordinances, resolutions, or parts
thereof in conflict herewith be and the same are hereby repealed in
so far as such conflict exists.
SECTION 10.06. This Ordinance shall take effect immediately upon
its adoption.
Adopted November 12, 1963.
(SEAL)
ATTEST:
City Cler
C. Winston Gholson, Mayor Pro Tem
A. B. Fendley, C6 issioner