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HomeMy WebLinkAboutOrdinances Book 15, Page 529, No Resolution Number529 , A RESOLUTION RELATING TO A FISCAL AGENT FOR THE PURPOSE OF RE- PRESENTING THE CITY OF PADUCAH, KENTUCKY IN THE ISSUANCE OF INDUSTRIAL BUILDING REVENUE BONDS• WHEREAS, The Kentucky Company, Louisville, Kentucky, a firm of wide experience in investment banking, including the issuance of industrial building revenue bonds, has presented a proposal dated March 30, 1965, 1-v whish it will supervise all of the proceedings in connection with the issuance of iddustrial building revenue bonds to finance the acquisition of an industrial building and improvements thereto, which form of.arreement is deemed for the best -interests of the'City,.and WHEREAS, such form of agreement has been read in full, NOW THEREFORE, BE IT RESOLVED BY THE CITY,.THROUGH ID'S CITY COUNCIL that it does hereby accept such following proposal: Louisville, Kentucky March 30,'-1965 To the -Honorable Mayor and Members of the .City. Council Paducah, Kentucky Centlemen: We understand that you would like to issue approximately x',4.00,000 face amount of Industrial Building Revenue Bonds pursuant to Kentucky Revised -Statutes, to finance the acquisition pf an -industrial building and related improvements to be leased to Rupert Die Casting Company, a Missouri Corporation. -The industrial building is presently near the existing city limits of Paducah, Kentucky. Having had wide experience acting as fiscal agents and financial consultants to cities, counties, and other governmental authorities, and to the -Commonwealth of Kentucky and its Agencies in the issuance of manv types of municipal bonds, -and beim experienced in the is- suance of revenue.honds .for industrial plants under the provisions of Chapter 102 of Kentuckv Revised Statutes, we are familiar with the procedures and requirements involved in preparing and issuing bonds to finance the above project. In view of the many difficulties and responsibilities involved in workine•-out the planning and .financing of such a proiect and in view of our wide experience in municipal planning-, financing and the issuance of bonds, we propose that you enter into this arreement,,'bv which we will act as ,your exclusive Fiscal Arent for assisting you in connection.with the foregoing. Under the terms of our proposal we will: 1. Cooperate with your representatives.in: (a) Determining the best plan for working out such a protect. (b) Negotiating a satisfactory Contract of Lease and Rent between the City and Rupert Die Casting Company. (c) Considering* the total amount of bonds which will be needed to finance such project (d) Preparing a schedule of maturities for such pro- posed bonds. (e) Formulating a schedule of payments which will he necessary in order to pay the interest on and retire the principal of such bonds. 2. Retain a nationallv-recogni zed firm of municipal bond attor- neys, who will: (a) Draft such resolutions, ordinances, minutes, notices, contracts, leases, mortaares, and other legal papers which will be necessary for adoption and execution in proper form and sequence, in order to prorerly issue such bonds. 90 (b) Prepare and have published the notice or notices of sale or sales of bonds. (c) Make available a consultation service for any question in connection with the legal proceedings. 3. Prepare an Official Statement for your City, showing informa- tion furnished by you, which will be distributed to prospective bidders and potential investors in connection with the public sale of such bonds, so that the lowest possible interest cost can he obtained. h. Upon your acceptance of the best bid for the bonds, subject to the approval of Rupert Die Casting Company, we will have lithotraphed bonds.prepared for signatures, as well as.coupons bearing facsimile signatures. c. Assist in the execution and delivery of the bonds as soon as the final approving legal opinion of bond counsel is available. 6. Assembly and deliver to the successful bidder or bidders a complete transcript of all legal proceedings -incident to the issuance of the bonds, including a certification as to the legality of the issue, which opinion is required for acceptable delivery of the bonds. 7. Pay -all of the expenses for such work, including our own expense, the cost of advertising the bonds -for sale and publishing the bond ordinance, -the cost of printing, the bonds and coupons, and the cost of the approving legal. opinion issued in connection with such bonds. It is under- stood that the City of Paducah, Kentucky, through its attorney, will provide for the necessary services to validate the bonds through a suit in the McCracken Circuit Court in order io show sufficient unemployment in the area as required by the Kentucky Statutes in the validation of the bonds and will cause to be furnished to us, without expense to us,_ a certificate of title ,with reference to the land upon which the building is located. ,The bond attorneys will be required to undertake the burden of preparing the appropriate forms and documents,required.to process said validation proceedings. The bonds will mature according to a schedule to be mutually agreed upon between you, the lessee and ourselves. Bidders at the public sale will have the rir-ht to name various coupon rates.as designated by the Fiscal Agent. The period of the lease between You and Rupert Die Casting Companv is to be mutually agreed upon, and will run for the period that the bonds are outstanding or any refunding thereof. Upon.accept- ance by you of this proposal, we will proceed to perform ail of the services herein mentioned in the preparation and offering of.the bonds for public sale at the earliest possible date. Simultaneously with the delivery of the bonds to the successful bidder, we are to be paid as compensation for out services, as detailed in the preceding paragraphs, a sum equal to three per cent (3%) of the face amount of the bonds actually sold and delivered, for which the Trustee acting for the City of Paducah, received pavment. Tile amount for our services that is to ',e paid to us, as well as anv other necessary expenses. incurred by the City and approved },v us, other than the cost of your legal expenses in connection with the validation of the bonds, are to be paid out of the proceeds from the sale of the bonds. informationawhich isoneeded andl�r�hichand �sour requestedevandbyF, anv vurnishin adoptinF, and executing all necessary resolutions, ordinances, contracts, mortgages, deeds, conveyances, minutes, notices of sale or sales, bond certifications, and other papers, in order that such bonds may be actually authorized, sold, issued and delivered. It is understood that if you accept this pro.posal the services of our organization, as well as those of our attorneys, will be continu- ously available to you for whatever consultation you may require in connection with the issuance of these bonds. Nevertheless, this is submitted to you with the idea of assisting and working out your finan- cing problems with reference to the proposed acquisition of the industrial facilities. If at any time the program herein contemplated should he abandoned, or if for anv reason the bonds are not issued, 531 you are .to owe us nothing, and we will absorb any expenses which we may have incurred up to that time. However, if thereafter the presently contemplated proiect should be revived by which bonds are to be issued to finance same, we are to have the opportunity to serve you under the terms and conditions of this proposal if we elect to do so, in order that we will have a fair and reasonable opportunity to recoup what would otherwise be unrecoverable expenses. Respectfully submitted, THE KENTUCKY COMPANY By James bt. Kinsman, Jr. This Resolution shall be in full force and effect from and after its adoption. Mayor Passed:••by the Board of Commissioners March 30, 1965 Recorded by Sarah Thurman, City_Clerk, March 30, 1965,