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HomeMy WebLinkAbout2021-11-8715ORDINANCE NO. 2021-11-8715 AN ORDINANCE OF THE CITY OF PADUCAH, KENTUCKY AUTHORIZING AND APPROVING THE ISSUANCE OF A CITY OF PADUCAH, KENTUCKY GENERAL OBLIGATION REFUNDING NOTE, SERIES 2021A IN AN AGGREGATE PRINCIPAL AMOUNT EQUAL TO THAT PERCENTAGE OF THE PRINCIPAL AMOUNT OF THE COUNTY OF MCCRACKEN, KENTUCKY GENERAL OBLIGATION REFUNDING BONDS, SERIES 2021A, WHICH, BEARING INTEREST AT THE SAME RATE OR RATES AS THE BONDS, RESULTS IN AGGREGATE ANNUAL PAYMENTS OF PRINCIPAL AND INTEREST ON THE NOTE NOT EXCEEDING $175,000 FOR EACH FISCAL YEAR DURING THE TERM OF THE BONDS; AUTHORIZING AND APPROVING AN AMENDED AND RESTATED INTERLOCAL COOPERATION AGREEMENT WITH THE COUNTY OF MCCRACKEN, KENTUCKY; APPROVING THE FORM OF THE NOTE; AUTHORIZING DESIGNATED OFFICERS TO EXECUTE AND DELIVER THE NOTE AND THE AMENDED AND RESTATED INTERLOCAL COOPERATION AGREEMENT; AUTHORIZING THE LEVY OF A DIRECT ANNUAL TAX ON ALL TAXABLE PROPERTY WITHIN THE CITY, IN ADDITION TO ALL OTHER TAXES, IN AN AMOUNT SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THE NOTE WHEN AND AS THE SAME BECOMES DUE; PROVIDING FOR THE PAYMENT AND SECURITY OF THE NOTE; MAINTAINING THE HERETOFORE ESTABLISHED SINKING FUND; AND REPEALING INCONSISTENT ORDINANCES. WHEREAS, pursuant to the Constitution and Laws of the Commonwealth of Kentucky, and particularly Sections 66.011 et. seq. of the Kentucky Revised Statutes, as amended (the "Act"), a city may issue bonds and notes, subject to the requirements of the Act, to pay all or any portion of the costs of financing or refinancing any public project to the extent that the city is authorized to cause the acquisition, construction, installation, and equipping thereof, and WHEREAS, pursuant to the Act, the County of McCracken, Kentucky (the "County"), by ordinance adopted on September 26, 2011, previously issued its County of McCracken, Kentucky, General Obligation Bonds, Series 2011 (the "Prior Bonds"), in an original aggregate principal amount of $9,980,000 to finance the acquisition, construction, installation, and equipping of an educational building and associated streets, parking lots, utilities, and infrastructure (the "Project Improvements") located 4430 Sunset Avenue, Paducah, Kentucky 42001 (the "Project Site" and, together with the Project Improvements, the "Project)"; and WHEREAS, to transfer a leasehold interest in the Project Site from Murray State University (the "University") to the County, the University and the County previously entered into a Ground Lease Agreement dated November 1, 2011, whereby the University, as landlord, leased the Project Site to the County, as tenant, until the earlier of December 1, 2031, or the first date that the Prior Bonds are no longer outstanding; and WHEREAS, to provide a portion of the monies needed to pay debt service on the Prior Bonds, the University and the County previously entered into a Contract, Lease, and Option dated November 1, 2011, whereby the County, as landlord, agreed to lease the Project, including the Project Site, to the University, as tenant, until the scheduled date of the final maturity of the Prior Bonds on December 1, 2031, and where the University agreed to make the lease payments set forth therein to the County; and WHEREAS, to provide a means for the City of Paducah, Kentucky (the "City") to also provide a portion of the monies needed to pay debt service on the Prior Bonds, the City and the County previously entered in to an Interlocal Cooperation Agreement dated October 15, 2011 pursuant to Sections 65.210 to 65.300 of the Kentucky Revised Statutes (the "Interlocal Act"), whereby the City agreed to issue its General Obligation Note, Series 2011 (the "Prior Note") payable to the County in an amount not in excess of $175,000 per year; and WHEREAS, the City, by ordinance adopted on September 27, 2011, authorized the Prior Note and secured its payment by a pledge of the full faith, credit, and taxing power of the City; and S-1 WHEREAS, the County has determined that the present conditions of the municipal market are favorable and that it is therefore advantageous and in the best interests of the County for the County to proceed with the refunding in advance of maturity of all of the Prior Bonds and the University and the City also agree to the benefit of the refunding; and WHEREAS, to achieve the foregoing objectives of the County, the County has determined that it is necessary and desirable for the County to proceed with the issuance of its General Obligation Refunding Bonds, Series 2021A in the approximate principal amount of $5,500,000 (the "Bonds") (i) to refund in advance of maturity all of the outstanding Prior Bonds, (ii) to pay all or a portion of the cost of credit enhancement on the Bonds, if any, and (iii) to pay all or a portion of the costs of issuance of the Bonds; and WHEREAS, to provide for the County to hold a leasehold interest in the Project Site while the Bonds are outstanding, the County has approved or is expected to approved the execution and delivery by the County of an Amended and Restated Ground Lease Agreement by and between the County and the University, whereby the University, as landlord, will continue to lease the Project Site to the County, as tenant, until the earlier of December 1, 2031, or the first date that the Bonds are no longer outstanding; and WHEREAS, to provide a portion of the monies needed to pay debt service on the Bonds, the County has approved or is expected to approve the execution and delivery by the County of an Amended and Restated Contract, Lease, and Option by and between the County and the University, whereby the County, as landlord, will continue to lease the Project, including the Project Site, to the University, as tenant, until the scheduled date of the final maturity of the Bonds on December 1, 2031, and where the University will agree to make the lease payments set forth therein to the County; and WHEREAS, to provide a means for the City to provide a portion of the monies needed to pay debt service on the Bonds, the City desires to approve the execution and delivery of an Amended and Restated Interlocal Cooperation Agreement by and between the City and the County (the "Interlocal Agreement') pursuant to the Interlocal Act, whereby the City will agree to issue its General Obligation Refunding Note, Series 2021A (the "Note") payable to the County in an aggregate amount and bearing interest at a rate or rates that results in aggregate annual payments of principal and interest not to exceed $175,000 for each fiscal year of the City during the time that the Bonds are outstanding; and WHEREAS, the Note shall be secured by a pledge of the full faith, credit, and taxing power of the City; and NOW, THEREFORE, BE IT ORDAINED BY THE CITY OF PADUCAH, KENTUCKY, AS FOLLOWS: Section 1. Affirmation of Recitals. It is hereby found, determined, and declared that the facts and statements set forth in the recitals of this Ordinance are true and correct and are hereby affirmed, and all acts described in the recitals are hereby ratified. Such facts and statements are adopted and incorporated as a part of this Ordinance. Section 2. Authorization and Approval of Interlocal Agreement. The City hereby approves the Interlocal Agreement by and between the County and the City in substantially the form attached hereto as Exhibit A and made a part hereof. It is hereby found and determined that the Interlocal Agreement furthers the public purposes of the City and it is in the best interest of the citizens, residents, and inhabitants of the City that the City enter into the Interlocal Agreement for the purposes therein specified, and the execution and delivery of the Interlocal Agreement is hereby authorized and approved. The Mayor and City Clerk of the City are hereby authorized to execute the Interlocal Agreement, together with such other agreements, instruments, or certifications which may be necessary to accomplish the transactions contemplated by the Interlocal Agreement with such changes in the Interlocal Agreement not inconsistent with this Ordinance and not substantially adverse to the City as may be approved by the officials executing the same on behalf of the City. The approval of such changes by the officials, and that such are not substantially adverse to the City, shall be conclusively evidenced by the execution of the Interlocal Agreement by such officials. Section 3. Necessity, Authorization, and Purpose of the Note. The City hereby declares that it is necessary to issue and authorizes the issuance of its General Obligation Refunding Note, Series 2021 A payable to the order of the County in an aggregate principal amount equal to that percentage of the principal amount of the Bonds, which, bearing interest at the same rate or rates as the Bonds, results in aggregate annual payments of principal and interest on the Note not exceeding $175,000 for each fiscal year of the City during the term of the Bonds, for the purpose of refinancing the City's allocable share of the costs of the Project and the costs of issuance of the Bonds. The exact principal amount of the Note to be issued shall be established in a certificate (the "Final Terms Certificate") to be executed by the Mayor of the City on the date the Bonds are awarded to the purchaser thereof; provided that aggregate payment of principal and interest on the Note shall in no event exceed $175,000 during any fiscal year of the City. Section 4. Form of the Note. The Note shall be issued as one fully registered Note numbered R-1, shall be designated "General Obligation Refunding Note, Series 2021A", shall express upon its face the purpose for which it is issued, shall state that it is issued under the Act and shall be substantially in the form set forth in Exhibit B attached hereto. If the Note is issued after calendar year 2021 pursuant to Section 21 hereof, the designation of the Note shall be such that its calendar year of issuance is reflected in such designation. The Note shall be issued in a single denomination equal to the par amount thereof and registered in the name of the County. The Note shall be dated its date of initial issuance and delivery. Interest on the Note shall be payable each June 1 and December 1 (an "Interest Payment Date"), commencing June 1, 2022, at the stated interest rate or rates on the principal amount thereof. The Note shall be a serial or term note maturing on June 1 and December 1 of the years _ and in the amount to be established in the Final Terms Certificate after advertised competitive sale of the Bonds based on the interest rates bid in the successful bid for the Bonds (the "Bond Bid") and the provisions of this Section, provided that the final maturity date of the Note shall be as set forth in the Final Terms Certificate but shall be no later than December 1, 2031. The interest rate or rates on the Note shall be determined in the Final Terms Certificate based on the Bond Bid; provided that the aggregate net interest cost of the Note shall not exceed six percent per annum. The principal portion of the Note shall be subject to optional redemption before maturity on the same dates and in the same amounts and in the same manner as determined for the Bonds by the County. At least thirty days before the redemption date of any portion of the Note subject to optional redemption, the City shall direct the County to cause a notice of redemption of a like principal amount of the Bonds, either in whole or in part, signed by the paying agent and registrar for the Bonds (the "Bonds Paying Agent and Registrar") to be mailed, first class, postage prepaid, to all registered owners of the Bonds to be redeemed in whole or in part at their addresses as they appear on the registration books kept by the Bonds Paying Agent and Registrar, but failure to mail any such notice shall not affect the validity of the proceedings for redemption of the Note for which notice has been sent by the City to the County. Each such notice shall set forth the date fixed for redemption, the redemption price to be paid and, if less than all of the Bonds being payable by their terms on a single date then outstanding shall be called for redemption, the distinctive number or letters, if any, of such Bonds to be redeemed. On the date so designated for redemption, notice having been mailed in the manner under the conditions hereinabove provided and moneys for payment of the redemption price being held in the applicable bond payment fund established for the Bonds (the "Bonds Payment Fund") by the Bonds Paying Agent and Registrar for the registered owners of the Bonds to be redeemed, the Note and corresponding portion of the Bonds so called for redemption shall become and be due and payable at the redemption price provided for the redemption of such Note and the Bonds on such date, interest on the Note and corresponding principal amount of Bonds so called for redemption shall cease to accrue, and the City, with respect to the Note, and the registered owners of such Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof. Section 5. Execution and Delivery of Note. The Note shall be executed by the manual or facsimile signature of the Mayor and duly attested by the manual or facsimile signature of the City Clerk (which, together with any other person as may be authorized by resolution are referred to as "Designated Officers") and shall have the seal of the City or a facsimile thereof affixed thereto. The Designated Officers are further authorized and directed to deliver the Note to the County, upon the terms and conditions provided herein, in the Final Terms Certificate, execute and deliver such certificates and other closing documents and take such other action as may be necessary or appropriate to effectuate the proper issuance, sale, and delivery of the Note. Section 6. Payment of Note. Payment of or on account of the interest on and principal of the Note shall be made directly to the Bonds Paying Agent and Registrar for the account of the County and the registered owners of the Bonds by check, or by other transfer of funds acceptable to the Bonds Paying Agent and Registrar. Principal of the Note shall be payable in such coin or currency of the United States of America as shall be legal tender for the payment of public and private debts at the time and place of payment upon delivery of the Note to the Bonds Paying Agent and Registrar, or by other transfer of funds acceptable to the Bonds Paying Agent and Registrar. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. Section 7. Filing and Approvals. The Designated Officers are hereby authorized to undertake and cause all filings of notices or information, and to obtain such other approvals, which may be required by law to be filed or obtained by the City, including without limitation the Department for Local Government or the Kentucky Secretary of State for the Interlocal Agreement and filing notice with the State Local Debt Officer of the issuance of the Note. Section 8. Deposit to Bonds Payment Fund; Payment of Note. The City covenants to deposit to the Bonds Payment Fund, and the Designated Officers are hereby authorized and directed to deposit into such Bonds Payment Fund from the Sinking Fund (hereinafter defined), on or before the twenty-fifth day of each month which precedes an Interest Payment Date, the amount required to pay principal of and interest due on the Note on such Interest Payment Date, after taking into account the credits against such payments theretofore deposited in the Bonds Payment Fund pursuant to the Interlocal Agreement. The Bonds Paying Agent and Registrar is hereby authorized by the City to withdraw, from such amounts deposited by the City, on each Interest Payment Date, the amounts necessary to pay principal of, and interest on, a corresponding principal amount of the Bonds and to make payment to the registered owners of the Bonds of the same. If the City shall fail or refuse to make any required deposit in the Bonds Payment Funds from the Sinking Fund, the Bonds Paying Agent and Registrar shall (i) notify any agency of the Commonwealth of Kentucky or any political subdivision thereof which may collect and distribute taxes or revenues for the City to seek any available necessary or proper remedial action; and (ii) upon being indemnified against cost and expense, exercise any remedy provided in the Act or at law or in equity for the benefit of the owner of the Note or their assignee, and shall disburse all funds so collected to the owners of the Note as payment of the Note. Section 9. General Obligation; Maintenance of Sinking Fund. The Note shall be a full general obligation of the City and, for the payment of the Note and the interest thereon, the full faith, credit, and taxing power of the City are hereby pledged for the prompt payment thereof. During the period the Note is outstanding, there shall be and there hereby is levied on all the taxable property in the City, in addition to all other taxes, without limitation as to rate, a direct tax annually in an amount sufficient to pay the principal of and interest on the Note when and as due, it being hereby found and determined that current tax rates are within all applicable limitations. The tax shall be and is hereby ordered computed, certified, levied, and extended upon the tax duplicate and collected by the same officers in the same manner and at the same time that taxes for general purposes for each of the years are certified, extended, and collected. The tax shall be placed before and in preference to all other items and for the frill amount thereof; provided, however, that in each year to the extent that the other lawfully available funds of the City are available for the payment of the Note and are appropriated for such purpose, the amount of such direct tax upon all of the taxable property in the City shall be reduced by the amount of such other funds so available and appropriated. Pursuant to Ordinance No. 2001-5-6353 adopted by the City, there has heretofore been established with the City a sinking fund (the "Sinking Fund"), which is hereby ordered to be maintained and continued as long as the Note shall remain outstanding and unpaid. The funds derived from the tax levy hereby required or other lawfully available funds shall be placed in the Sinking Fund and, together with interest collected on the same, are irrevocably pledged for the payment of the interest on and principal of all bonds and notes issued under the General Obligation Act and Tax -Supported Leases, as defined in the General Obligation Act, when and as the same fall due. Amounts shall be transferred from the Sinking Fund to the Bonds Payment Fund at the times and in the amounts required by Section 8 hereof. Section 10. Final Terms Certificate. The Mayor is hereby authorized and directed to execute and deliver the Final Terms Certificate on the date of sale of the Bonds; provided that such Final Terms Certificate shall establish the final principal amount of, the principal amortization of and the interest rate or rates on the Note in accordance with the requirements of Sections 2 and 3 hereof. Section 11. Disposition of Proceeds of Note. The proceeds of the sale of the Bonds, including the portion represented by the Notes, shall be deposited, together with other available funds, as follows: (i) the amount necessary to refund a portion of the Prior Bonds in advance of maturity shall be deposited to the special redemption fund (the "County of McCracken, Kentucky General Obligation Bonds, Series 2021A - Redemption Fund") to be held by the paying agent and registrar for the Prior Bonds; and (ii) the remainder of the proceeds shall be deposited to the special cost of issuance fund established and designated as the "County of McCracken, Kentucky General Obligation Bonds, Series 2021 A - Costs of Issuance Fund" (the "Cost of Issuance Fund") pursuant to the ordinance of the County authorizing the Bonds and used to pay the costs of issuance of the _ Bonds. Section 12. Further Actions. In connection with the undertaking and implementation by the City of the plan of refunding herein described, which is hereby expressly directed, the Designated Officers are hereby authorized and directed to take and carry out such further necessary, desirable, or appropriate actions to effect such plan of refunding. Section 13. Discharge of Ordinance. If the City shall pay or cause to be paid, or there shall otherwise be paid, to the owners of the Note the total principal and interest due or to become due thereon through maturity, in the manner stipulated therein and in this Ordinance, then the pledges made under this Ordinance, and all covenants, agreements, and other obligations of the City hereunder, shall thereupon cease, terminate, and become void and be discharged and satisfied. Section 14. Severability. If any one or more of the provisions of this Ordinance should be determined by a court of competent jurisdiction to be contrary to law, then such provisions shall be deemed to be severable from all remaining provisions and shall not affect the validity of such other provisions. Section 15. Inconsistent Actions. All prior ordinances, resolutions, or parts thereof inconsistent herewith are hereby repealed. Section 16. Open Meetings Compliance. All meetings of the Fiscal Court and of its committees and any other public bodies, at which the formal actions in connection with the issuance of the Note and approval of the Interlocal Agreement were taken, or at which deliberations that resulted in such formal actions were held, were open meetings, and such formal actions were taken and any such deliberations took place while such meetings, after proper notice, were open meetings, in compliance with all legal requirements including KRS Sections 61.805 through 61.850. Section 17. Effective Date. This Ordinance shall become effective immediately upon adoption and publication of a summary thereof, as provided by law. [Signature page to follow] SIGNATURE PAGE TO NOTE ORDINANCE INTRODUCED AND PUBLICLY READ ON FIRST READING on November 9, 2021. PUBLICLY READ, ADOPTED AND APPROVED ON SECOND READING, on November 23, 2021. CIT IN Attest: P �1r ity Clerk Introduced by the Board of Commissioners, November 9, 2021 Adopted by the Board of Commissioners, November 23, 2021 Recorded by Lindsay R. Parish, City Clerk, November 23, 2021 Published by The Paducah Sun, 1 , y DS -, o a I \ord\finance\2011 Bond Series MSU Refinance 202 CERTIFICATION I, the undersigned, do hereby certify that I am the duly qualified and acting City Clerk of the City of Paducah, Kentucky, and as such City Clerk, I further certify that the foregoing is a true, correct, and complete copy of an Ordinance duly enacted by the Board of Commissioners of the City at a duly convened meeting held on November 23, 2021, on the same occasion signed by the Mayor as evidence of his approval, and now in full force and effect, all as appears from the official records of the City in my possession and under my control. Witness my hand and the seal of the City as of the 12021. City Clerk EXHIBIT A TO NOTE ORDINANCE AMENDED AND RESTATED INTERLOCAL COOPERATION AGREEMENT This AMENDED AND RESTATED INTERLOCAL COOPERATION AGREEMENT (this "Agreement') is made and entered into as of [Effective Date], by and between the CITY OF PADUCAH, KENTUCKY (the "City") and the COUNTY OF MCCRACKEN, KENTUCKY (the "County"). WITNESSETH WHEREAS, the parties entered into an Interlocal Cooperation Agreement on October 15, 2011 (the "Prior Agreement"), pursuant to the provisions of Sections 66.011 et seq. of the Kentucky Revised Statutes (the "GO Act") and Sections 65.210 to 65.300, inclusive, of the Kentucky Revised Statutes (the "Interlocal Act"), for the purpose of establishing their respective rights and duties in connection with the financing of the acquisition, construction, installation, and equipping of an educational building and associated streets, parking lots, utilities, and infrastructure (the "Project") through the issuance of $9,980,000 of the County's General Obligation Bonds, Series 2011 (the "Series 2011 Bonds") and to further provide for the obligations for the allocation of the debt service on the Series 2011 Bonds in order to provide for the orderly payment and retirement of the Series 2011 Bonds; and WHEREAS, the City and the County have determined that it is in the public interest that the Series 2011 Bonds be refunded in advance of maturity to achieve debt service savings and, therefore, the parties wish to amend and restate the Prior Agreement pursuant to the GO Act and the Interlocal Act to extend the requirements of the Prior Agreement to the County's refunding of the Series 2011 Bonds by the issuance of the County's General Obligation Refunding Bonds, Series 2021A (the "Series 2021A Bonds"); and WHEREAS, the City and the County now wish to establish their respective rights and duties in connection with the refinancing of the Project by the refunding of the Series 2011 Bonds and memorialize their arrangements for the allocation of the debt service on the Series 2021A Bonds in order to provide for the orderly payment and retirement of the Series 2021A Bonds, all in accordance with the Interlocal Act and the GO Act; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS BETWEEN THE PARTIES, IT IS AGREED AS FOLLOWS: DEFINITIONS The following capitalized terms shall have the meanings wherever utilized within this Agreement unless the context requires otherwise. "Additional Bond Ordinance" means any Ordinance passed and adopted by the Fiscal Court of the County authorizing the issuance of Additional Bonds for the purpose of refunding the Series 2021A Bonds. "Additional Bonds" means any bonds, notes, or other obligations issued or incurred by the County to refund, in whole or in part, the Series 2021A Bonds in advance of maturity pursuant to an Additional Bond Ordinance, as approved by the County and the City in writing before the date of sale of any such Additional Bonds. "Additional Note Ordinance" means any Ordinance passed and adopted by the Board of Commissioners of the City authorizing the issuance of a Note for the purpose of refunding the Series 2021A Note. "Additional Notes" means any notes issued or incurred by the City to refund, in whole or in part, the Series 2021A Note in advance of maturity pursuant to an Additional Note Ordinance, as approved by the City before the date of sale of any Additional Bonds. S-1 "Agreement" means this Amended and Restated Interlocal Cooperation Agreement" dated [Effective Date], by and between the City and the County. "Bond Fund" means the fund established and designated as the "Bond Payment Fund" in the Series 2021A Bond Ordinance and any fund established in any Additional Bond Ordinance for the purpose of paying the principal of, interest on, and premium, if any, on such Additional Bond. "Bonds" means the Series 2021A Bonds and all Additional Bonds authorized pursuant to the provisions of the GO Act, the Interlocal Act, and this Agreement. "City" means the City of Paducah, Kentucky acting by and through its Board of Commissioners. "City's Contribution" means an annual amount not exceeding $175,000 for each fiscal year of the City during the Term of the Bonds. "Code" means the Internal Revenue Code of 1986 as amended and all Regulations promulgated thereunder. "County" means the County of McCracken, Kentucky acting by and through its Fiscal Court. "County's Contribution" means the annual amount due as principal and interest payment on its Bonds, subject to a credit against such amount equal to the sum of (i) Lease Revenues received from the University under the Lease which are deposited in the Bond Fund; and (ii) the City's Contribution. "Date of Delivery" means the date on which the Bonds are delivered to the purchaser thereof. "Due Date" means December 1 and June 1 of each year when principal and/or interest on the Bonds becomes due. "Go Act" means KRS 66.011 et seq. "Interlocal Act" means KRS 65.210 through 65.300, inclusive. "KRS" means the Kentucky Revised Statutes, as amended. "Lease" means the Amended and Restated Contract, Lease, & Option to be entered into between the County and the University. "Lease Revenues" means the amounts designated as Base Rent in the Lease and actually deposited in the Bond Fund. "Notes" means the Series 2021 A Note and all Additional Notes authorized pursuant to the provisions of the GO Act, the Interlocal Act, and this Agreement. "Project" means the educational building and associated streets, parking lots, utilities, and infrastructure, the costs of which were financed with the proceeds of the Series 2011 Bonds. "Series 2011 Bonds" means the County of McCracken, Kentucky General Obligation Bonds, Series 2011 issued by the County on November 22, 2011 in an original aggregate principal amount of $9,980,000. "Series 2011 Note" means the City of Paducah, Kentucky, General Obligation Note, Series 2011 issued by the City on November 22, 2011 in favor of the County in an original aggregate principal amount of $2,674,093. "Series 2021A Bonds" means the County of McCracken, Kentucky General Obligation Refunding Bonds, Series 2021A to be issued in an aggregate principal amount of $5,500,000, subject to a permitted adjustment increasing the principal amount thereof by up to $550,000 or decreasing the principal amount of the Bonds by any amount. If the E:11 Series 2021A Bonds are issued in a calendar year other than 2021, the Series 2021A Bond Ordinance permits amending their designation to reflect their calendar year of issuance. "Series 2021A Note" means the City of Paducah, Kentucky General Obligation Refunding Note, Series 2021A to be issued in an aggregate principal amount equal to that percentage of the principal amount of the Series 2021A Bonds, which, bearing interest at the same rate or rates as the Series 2021A Bonds, results in aggregate annual payments of principal and interest on the Series 2021A Note not exceeding $175,000 for each fiscal year of the City during the term of the Series 2021A Bonds. If the Series 2021A Note is issued in a calendar year other than 2021, the Series 2021A Note Ordinance permits amending its designation to reflect its calendar year of issuance. "Series 2021A Bond Ordinance" means the ordinance adopted by the Fiscal Court of the County on November 22, 2021 authorizing the Series 2021A Bonds and the execution and delivery by the County of this Agreement. "Series 2021A Note Ordinance" means the ordinance adopted by the Board of Commissioners of the City on November 23, 2021 authorizing the Series 2021A Note and the execution and delivery by the City of this Agreement. "Term of the Bonds" means the period beginning with the dated date of the Series 2021A Bonds and running until the last principal maturity of the Bonds is paid and retired, including all interest thereon. "University" means Murray State University, a state agency and political subdivision of the Commonwealth of Kentucky. GENERAL FINANCING PLAN It is the intention of the parties to this Agreement to set forth their respective rights and duties in connection with refinancing the costs of the Project. The County shall issue the Series 2021A Bonds in an approximate aggregate principal amount of $5,500,000, subject to a permitted adjustment increasing the principal amount thereof by up to $550,000 or decreasing the principal amount of the Bonds by any amount, which, after the deduction of the expenses incident to the authorization, issuance, sale, award, execution, and delivery of said the Series 2021 A Bonds, shall be utilized (i) to provide funds for the refunding the outstanding Series 2011 Bonds in advance of maturity; (ii) to pay the costs of credit enhancement for the Series 2021A Bonds, if any; and (iii) to pay the costs of issuance of the Series 2021A Bonds. The Series 2021A Bonds shall be secured by the full faith, credit, and taxing power of the County; provided, however, that the Project will be leased by the County to the University pursuant to the Lease for a term of ten years and for rental payments calculated to be sufficient to pay that portion of the debt service on the Bonds for the Term of the Bonds set forth in the Lease. Pursuant to the Lease, the University will agree to make rental payments for deposit to the Bond Fund and to operate, maintain, and insure the Project without any further contributions from the City or the County. To further secure the payment of the Series 2021A Bonds and to evidence its participation in the refunding of the Series 2011 Bonds (and the refinancing of the costs of the Project achieved thereby), the City shall authorize, issue, and deliver its Series 2021A Note to the County in a principal amount equal to that percentage of the principal amount of the Series 2021A Bonds, which, bearing interest at the same rate or rates as the Series 2021A Bonds, results in annual payments of principal and interest on the Series 2021A Note not exceeding $175,000 for each fiscal year of the City during the Term of the Bonds. If the County and the City mutually determine that refunding the Series 2021A Bonds would result in debt service savings, and such refunding is permitted by the terms of the Series 2021A Bonds, the Series 2021A Bond Ordinance, and the Series 2021A Note Ordinance, upon authorization by the Fiscal Court and the Board of Commissioners, the County may issue a series of Additional Bonds to refund the Series 2021A Bonds in advance of maturity. In such case, the City shall issue an Additional Note, in replacement of the Series 2021A Note, and the City, the County, and the University shall share the decreased debt service resulting from such refunding proportionately in determining their new annual financial obligations with respect to debt service for the Additional Bonds. For purposes of this Agreement, any Additional Bonds issued by the County and any Additional Notes issued by the City shall be treated as Bonds and Notes, respectively, hereunder. RIGHTS AND DUTIES OF THE COUNTY The County shall adopt the Bond Ordinance authorizing the issuance of the Bonds and the execution and delivery of the Lease. The County shall issue Bonds and deposit the proceeds thereof, after payment of costs of issuing the Bonds, in the Redemption Fund to refund the Series 2011 Bonds (or the Series 2021A Bonds, if such Bonds are later refunded) in accordance with the terms of this Agreement, the governing Bond Ordinance, and the Lease. Simultaneously with the delivery of Bonds, the County shall receive a Note in a principal amount equal to that percentage of the principal amount of the Bonds, which, bearing interest at the same rate or rates as such Bonds, results in annual payments of principal and interest on the Note not exceeding $175,000 for each fiscal year during the Term of such Bonds. The County shall enter into the Lease with the University whereunder the County and the University shall agree to refund the Series 2011 Bonds (or the Series 2021A Bonds, if such Bonds are to be later refunded), with the proceeds of the Bonds and the University shall agree to lease the Project from the County upon the teams hereinabove set forth. RIGHTS AND DUTIES OF THE CITY The City shall adopt the Note Ordinance authorizing the issuance of the Series 2021A Note. The City shall issue and deliver to the County its Note (initially the Series 2011 A Note) on the date the County issues Bonds (initially the Series 2021A Bonds). Each such Note shall be in a principal amount equal to that percentage of the principal amount of the corresponding Bonds, which, bearing interest at the same rate or rates as such Bonds, results in annual payments of - principal and interest on the Note not exceeding $175,000 for each fiscal year during the Term of such Bonds. Each Note shall bear interest at the same rates as the corresponding Bonds and shall mature on the same schedule as the Bonds; provided that in no event shall payments of principal and interest on each Note exceed $175,000 during any fiscal year of the City. On each Due Date the City shall cause the City's Contribution evidenced by the then applicable Note to be deposited in the Bond Fund. AGREEMENT AS CONTRACT; OWNERS OF BONDS AS THIRD PARTY BENEFICIARIES This Agreement is made for the benefit and security of all those who may become the registered owners of the Bonds (the "Bondholders"), and no change, alteration, or amendment shall be made to the teams hereof so long as any Bonds remain outstanding. DECLARATION OF PUBLIC POLICY The City and the County hereby declare that it is in the best interest of each to cooperate, on an equal basis, in the acquisition and financing of the Project, which is declared to be a public project for public purposes as defined in the Kentucky Revised Statutes, and in accordance with this declaration have entered into this Agreement pursuant to the provisions of the Interlocal Act in order that the public policy goals inherent in the Project may be realized by the City and the County. DURATION AND TERMINATION; AMENDMENTS This Agreement shall become operational and have force and effect upon its execution, approval by the Kentucky Attorney General, and filing with the Kentucky Secretary of State, all pursuant to the Interlocal Act. The duration of this Agreement shall be from its effective date through and including the date any Bonds issued by the County are paid in full, whereupon this Agreement shall be deemed terminated. This Agreement may be amended or any of its terms modified only by a written document authorized, executed, and delivered by each of the parties hereto; provided that no change, alteration, or amendment shall be made to the terms hereof so -10- long as the Bonds remain outstanding without the consent of the registered holders of at least two- thirds of the principal amount of Bonds then outstanding. NON -LIABILITY OF OFFICERS AND EMPLOYEES No officer or employee of the City or the County shall be subject to any personal liability for any debt or contract created by this Agreement or as a result thereof. NATURE OF AGREEMENT The City and the County agree to engage in a joint and cooperative undertaking only within the scope set out in this Agreement and do not intend to create among them any relationship of surety, indemnification, or responsibilities for debts, liabilities, or claims, or liabilities incurred by any of the City or the County in their governmental operations, other than as specifically set out herein. Furthermore, the execution of this Agreement shall not constitute a waiver of any defense or immunity that the County or the City would otherwise be entitled to under any applicably law. MISCELLANEOUS This Agreement shall be binding upon the parties hereto and upon their respective permitted successors and transferees. Nothing expressed or implied herein is intended or shall be construed to confer upon any person, firm, or corporation other than the parties hereto and the Bondholders, any right, remedy, or claim by reason of this Agreement or any term hereof, and all terms contained herein shall be for the sole and exclusive benefit of the parties hereto, and their successors and permitted transferees and such Bondholders. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky. If one or more provisions of this Agreement, or the applicability of any such provisions for any set of circumstances shall be determined to be invalid or ineffective for any reason, such determination shall not affect the validity and enforceability of the remaining provisions of this Agreement or the applicability of the provisions found to be invalid or ineffective for a specific set of circumstances to other circumstances. This Agreement may be amended or any of its terms modified only by a written document authorized, executed, and delivered by each of the parties hereto. This Agreement may be executed in one or more counterparts and when each party hereto has executed at least one counterpart, this Agreement shall become binding on all parties and such counterparts shall be deemed to be one and the same document. [Signature page to follow] SIGNATURE PAGE TO AMENDED AND RESTATED INTERLOCAL AGREEMENT IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. Attest: City Clerk -11- CITY OF PADUCAH, KENTUCKY, authorized by action of the Board of Commissioners of the City on November 23, 2021 0 Mayor COUNTY OF MCCRACKEN, KENTUCKY, authorized by action of the Fiscal Court of the County on November 22, 2021 County Judge/Executive Attest: Fiscal Court Clerk The foregoing instrument was prepared by: Mark S. Franklin 101 South Fifth Street, Suite 2500 Louisville, Kentucky 40202 (502) 540-2584 mark.franklin@dinsmore.com COMMONWEALTH OF KENTUCKY OFFICE OF THE ATTORNEY GENERAL 700 CAPITOL AVENUE, SUITE 118 FRANKFORT, KENTUCKY 40601-3449 (502696-5300 AMENDED AND RESTATED INTERLOCAL COOPERATION AGREEMENT between City of Paducah, Kentucky McCracken County, Kentucky This Amended and Restated Interlocal Cooperation Agreement is in proper form and is compatible with the laws of the Commonwealth of Kentucky. Therefore, it is approved this .2021. OFFICE OF KENTUCKY ATTORNEY GENERAL DANIEL CAMERON By: _ Title: Date: S-1 EXHIBIT B TO NOTE ORDINANCE FORM OF NOTE UNITED STATES OF AMERICA COMMONWEALTH OF KENTUCKY CITY OF PADUCAH, KENTUCKY GENERAL OBLIGATION REFUNDING NOTE, SERIES 2021A No. R-1 $ NOTE DATE: 12021 MATURITY DATE: December 1, 2031 REGISTERED HOLDER: COUNTY OF MCCRACKEN, KENTUCKY PRINCIPAL AMOUNT: KNOW ALL PERSONS BY THESE PRESENTS: That the City of Paducah, Kentucky (the "City"), for value received, hereby acknowledges itself obligated to, and promises to pay to the registered holder identified above, or registered assigns, the principal sum identified above (or, if any part thereof has been paid, the balance thereof remaining unpaid), on the maturity date specified above, and to pay interest on said principal amount (or, if any part thereof has been paid, the balance thereof remaining unpaid) from the date hereof, payable each June 1 and December 1, commencing June 1, 2022, at the Interest Rates per annum set forth below, calculated on the basis of a 360 day year with 30 day months, except as the provisions hereinafter set forth with respect to prior redemption may be and become applicable hereto. The principal and interest of this Note are payable, without deduction for exchange, collection, or service charges, in lawful money of the United States of America. Principal and interest is payable at the designated office of [Paying Agent Name], or any successor thereto (the "County Bonds Paying Agent and Registrar"), in its capacity as the paying agent and registrar of the County of McCracken, Kentucky General Obligation Bonds, Series 2021A (the "County Bonds") or by other transfer of funds acceptable to the County Bonds Paying Agent and Registrar and such owner. All interest on this Note and principal payable before the final maturity date shall be payable by check or draft mailed to the record date registered owner hereof at the address shown on the registration records kept by the County Bonds Paying Agent and Registrar or by other transfer of funds acceptable to the County Bonds Paying Agent and Registrar and such owner. The record date shall be the fifteenth day of the month preceding each interest payment date. This Note, numbered R-1, aggregating " Dollars ($f1) in principal amount, is issued for the purpose of paying the proportionate share of debt service for the County Bonds payable by the City to the County of McCracken, Kentucky (the "County") pursuant to the Amended and Restated Interlocal Agreement dated [1, by and between the City and the County. The County issued the County Bonds to refund in advance of maturity the County of McCracken, Kentucky General Obligation Bonds, Series 2011 (the "Prior County Bonds") and to pay costs of issuance of the County Bonds. The proceeds of the Prior County Bonds were used by the County to finance the costs of the acquisition, construction, installation, and equipping of an educational facility and related appurtenances owned by the County and leased to Murray State University. This Note has been issued under and in full compliance with the general laws of the Commonwealth of Kentucky and particularly Chapter 66 of the Kentucky Revised Statutes, and pursuant to an ordinance duly adopted by the Board of Commissioners of the City on the November 23, 2021 (the "Note Ordinance"), upon the affirmative vote of at least a majority of the members of its Board of Commissioners at a public meeting duly and regularly held, and after notice of the issuance of this Note to the State Local Debt Officer of the Commonwealth of Kentucky pursuant to Section 66.310 of the Kentucky Revised Statutes. This Note and the issue of which it forms a part is a general obligation of the City and the full faith, credit, and taxing power of the City are pledged to the payments due hereunder. THIS B-13 NOTE IS CONTINUALLY SECURED BY THE FAITH, CREDIT, AND TAXING POWER OF THE CITY. The Note shall have a final maturity date of December 1, 2031. Principal installments on this Note shall be due on June 1 and December 1 of the years in the amounts, and shall bear interest at the rates of interest, set forth below: Interest Rate Maturity Date Amount Per Annum June 1, 2022 December 1, 2022 December 1, 2023 December 1, 2024 December 1, 2025 December 1, 2026 December 1, 2027 December 1, 2028 December 1, 2029 December 1, 2030 December 1, 2031 The principal amount of this Note maturing on or after December 1, 20[-J, shall be subject to optional redemption before its maturity on any date on or after December 1, 20[1, in whole or in part, in such order of maturity as may be determined by the City and by lot within a maturity, at the election of the City upon thirty-five days' written notice to the County at a redemption price equal to the par amount thereof, plus accrued interest to the date of redemption. At least thirty days before the redemption date of any portion of this Note, the County shall cause a notice of redemption of a like principal amount of the Bonds either in whole or in part, signed by the Bonds Paying Agent and Registrar, to be mailed, first class, postage prepaid, to all registered owners of the Bonds to be redeemed in whole or in part at their addresses as they appear on the registration books kept by the Bonds Paying Agent and Registrar, but failure to mail any such notice shall not affect the validity of the proceedings for redemption of this Note for which notice has been sent by the City to the County. Each such notice shall set forth the date fixed for redemption, the redemption price to be paid and, if less than all of the Bonds being payable by their terms on a single date then outstanding shall be called for redemption, the distinctive number or letters, if any, of such Bonds to be redeemed. On the date so designated for redemption, notice having been mailed in the manner under the conditions hereinabove provided and moneys for payment of the redemption price being held in the applicable bond payment fund established for the Bonds (the "County Bonds Payment Fund") by the County Bonds Paying Agent and Registrar for the registered owners of the County Bonds to be redeemed, this Note and a corresponding portion of the County Bonds so called for redemption shall become and be due and payable at the redemption price provided for the redemption of this Note and the County Bonds on such date, interest on this Note and corresponding principal amount of County Bonds so called for redemption shall cease to accrue, and the County, with respect to the Note, and the registered owners of such County Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof. No recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, against any officer, agent, or employee, past, present, or future, of the City, as such, either directly or through the City, whether by virtue of any constitutional provision, statute, or rule of law, or by the enforcement of any assessment or penalty, or otherwise; all such liability of such officers, agents, or employees is hereby renounced, waived, and released as a condition of and as consideration for the issuance, execution, and acceptance of this Note. It is hereby certified that all acts, conditions, and things required to be done, to occur, or to be performed precedent to and in the issuance of this Note, or in the creation of the obligations of which this Note is evidence, have been done, have occurred, and have been performed in regular and due form and manner as required by law; that the faith, credit, and revenue of the City are hereby irrevocably pledged for the prompt payment of the principal hereof and interest hereon; that the repayment obligation represented by this Note is not in excess of any constitutional or EM statutory limitation; and that due provision has been made for the levy and collection of a tax sufficient in amount to pay the interest on this Note as it falls due and to provide for the redemption of this Note at maturity or upon earlier redemption. [Signature page to follow] B-15 SIGNATURE PAGE TO GENERAL OBLIGATION NOTE IN WITNESS WHEREOF, the City has caused this Note to be signed either manually or by facsimile in its name by its Mayor and duly attested either manually or by facsimile by its City Clerk and an impression or facsimile of the City's seal to be imprinted hereon, as of the date set forth above. Attest: City Clerk CITY OF PADUCAH, KENTUCKY CERTIFICATE Mayor It is hereby certified that the following is a correct and complete copy of the text of the legal opinion of Dinsmore & Shohl LLP, Attorneys, Louisville, Kentucky, regarding the issue of which the within Note is one, the original of which opinion was manually executed, dated and issued as of the date of delivery of and payment for said issue and a copy of which is on file with the undersigned. City Clerk FORM OF APPROVING OPINION ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: (please print or typewrite social security number or other identifying number and name and address of transferee) the within Note and does hereby irrevocably constitute and appoint the or its successor as Note Paying Agent and Registrar to transfer the Note on the books kept for registration thereof with full power of substitution in the premises. Dated: Note: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever. C