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HomeMy WebLinkAboutRes. # 195 Residential Care Center of Paducah, Inc.~-- RESOLUTION N0. 195 AN ORDER AND RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF PADUCAH, KENTUCKY, AUTHORIZING THE E%ECUTION OF_ A MEMORANDUM OF AGREEMENT BY AND BETWEEN THE CITY AND RESIDENTIAL CARE CENTER OF PADUCAH, INC., RELATING TO THE ACQUISITION OF CERTAIN REAL PRO- PERTY IN THE CITY AND IMPROVEMENT AND EQUIPPING THEREOF FOR USE AS A 96-UNIT ELDERLY RESIDENTIAL CARE FACILITY; UNDERTAKING THE ISSUANCE OF REVENUE BONDS TO PAY THE COST OF ACQUIRING, IMPROVING AND EQUIPPING SAID FACILITY; AND TAKING OTHER PRELIMINARY ACTION. 343 WHEREAS, Residential Care Center of Paducah, Inc., a Kentucky non-profit cor- poration (the "Developer") presently proposes to acquire certain real property and to improve and-equp-'such real property all on a site in the City of Paducah (the "City") to be used as a 96-unit elderly residential care facility (the "Project") and in this connection it has been determined that the City may assist the Developer by defraying the cost of acquisition, improvement and equipping of the Project, which constitutes an "industrial 'building" within the meaning of Section 103.200 of the Act hereinafter defined, and by entering into a loan agreement with reference thereto pursuant to authority of Sections 103.200 to 103.285, inclusive, of the Kentucky Revised Statutes, as amended (the "Act"), all in furtherance of the purposes of the Act and the public benefit to the residents and inhabitants~of the City, such loan agreement to be upon such terms and conditions as the Act may require and the City may deem advisable; and WHEREAS, the City is further authorized by the Act to issue its Revenue Bonds (the "Bonds")-for the purpose of financing the cost of acquiring, improving and equipping the 'Project;_ discussions have occurred between the Developer and the City incident to the issuance of Bonds by the City; the City has agreed with the Developer to issue such Bonds based~up:on compliance by the Developer with certain conditions, requirements and obligations, and subject to the approval by the City of the terms of all a-greements, ordinances and other documents required incident to said Bond issue; and the City has authorized the Developer to proceed with initiation of the Project, subject to reimbursement of the initial cost of the Project from the proceeds of such Bonds, as, if and when issued; and WHEREAS, based upon an estimate of the costs of the Project, the City proposes to issue its Revenue Bonds (the t1Bonds") in an amount approximating $3,000,000, consisting of Series A Bonds in the principal amount of $2,000,000 and Series B Bonds in the principal amount of $1,000,000, such Bonds to be sold and delivered by the City to pay a portion of the costs of the Project, together with costs incident to the authorization, sale and issuance of the Bonds, but with such contributions from the Developer as may be necessary; and WHEREAS, the City proposes to enter into a loan agreement with the Developer with respect to the Project, whereby the Developer will covenant and agree to pay amounts suf- ficient'fo provide for the payment of principal of, premium, if any, and interest on the ~` Bonds; together with all trustee's and paying agent's fees in connection with such Bonds as the same come due and payable; and WHEREAS, it is deemed necessary and advisable that a Memorandum of Agreement between the City and the Developer be executed setting forth the agreements of the parties with respect to the acquisition, improvement and equipping of the Project, the issuance of the Bonds to defray a portion of the costs thereof and the payments to be made by the Developer with respect to the Project; 344 NOW, THEREFORE, IT IS HEREBY ORDERED AND RESOLVED BY THE CITY OF PADUCAH, KENTUCKY, AS FOLLOWS: SECTION 1. ~t is hereby found, determined and declared that (i) the recitals set forth in the preamble to this Resolution, which are incorporated in this Section by reference, are true and correct; (i)~'~th~~~total amount of money necessary to be provided by the City for the acquisition, improvement -and equipping of the Project to be financed by the Bonds will approximate $3,000,000; (iii) the Developer has represented that it has sufficient financial resources to acquire,~;mprove.~and equip the Project and to place it in operation and to continue to operate, maintain and~_insure the Project throughout the term of the Bond issue, meeting when due the obligations :of :the. proposed loan agre-ement; and (iv) sufficient safeguards will be provided by the loan agreement to insure that all money provided by the City from the proceeds of the sale of the Bonds will be expended by way of direct expenditure or reimbursement, solely and only for the purposes of the Project. SECTION 2. It is hereby found, determined and declared that the cost of acquiring, improving and equipping the Project will be paid out of the proceeds of the Bonds and such contributions of the Developer, if any, as may be necessary to complete the Project as the Project is defined in the loan agreement to be executed by and between the City and the Developer pursuant to the Act; that none of the Bonds will be general obligations of the Gity; that neither the Bonds no•r the interest thereon shall constitute or give rise to any pecuniary liability of the City or any charge against its general credit or taxing power, but that the Bonds and the payment of interest thereon shall be secured and payable solely and only by a pledge of amounts to be paid by the Developer under such loan agreement; and that no part of said costs will be payable out of any general funds, assets, properties or other contributions of the City. SECTION 3. "In order to insure the acquisition, improvement and equipping of the Project in the City with the resultant public benefits which will flow therefrom, it is deemed necessary and advisable that the memorandum of Agreement hereinafter referred to be approved and executed for and on behalf of the City. Accordingly, the Memorandum of Agreement by and between the Developer and the City substantially in the form and with the contents set forth in Exhibit A attached hereto-and incorporated herein by reference is hereby approved and the Mayor is hereby authorized and directed to execute and deliver said Memorandum of Agreement, and the City Clerk to attest same. -- -- SECTION 4.: -Lnasmuch~~as the Project will be undertaken, and the facility will be acquired, improved and equipped, for the purpose of conforming to the requirements of the Developer, in order that~the~Developer may give employment to citizens and residents of the City, and inasmuch as the=Developer is better able to judge its requirements as the work pro- gresses than the City can reasonably be expected to do and the Developer possesses more expertise in such matters, it is hereby found, determined and declared that acquisition., im- provement and equipping of the Project should be undertaken orscaused to be undertaken by the Developer. Accordingly, the Developer is hereby authorized to formulate and develop plans, specifications and designs for the Project and to enter into such contracts and undertakings as may be required for the acquisition, improvement and equipping of the Project. Reimbursements made to the Developer after the receipt of the proceeds of the sale. of the proposed Bond issue 345 by the City shall be subject to approval or certification by a qualified person to be designated by the City upon the recommendation of the Developer as specified in the loan agreement to be entered into by the City and the Developer pursuant to the Act. SECTION 5. Bond Counsel is authorized and directed to take any other legal action necessary and customary in the establishment of any prerequisites to the issuance of the Bonds. Counsel for the City is authorized and directed to assist Bond Counsel in any ap- propriate manner. SECTION 6. No City founds shall be expended on the Project, except such as are derived from Bond proceeds. ,..;SECTION 7. All resolutions or parts thereof in conflict herewith to the extent of such conflict are hereby repealed. SECTION 8. This Order and Resolution shall be in full force and effect from and after its. adoption, approval and attestation, as provided by law. , JOE VITERISI Mayor ATTEST: Louise McKinney City Clerk (SEAL) CERTIFICATION The undersigned, City Clerk of the City of Paducah, Kentucky, does hereby certify that the foregoing is a true copy of an Order and Resolution duly adopted by the Mayor and City. Council of said City at a meeting held on May 8, 1984, signed by the Mayor and attested by me, as City Clerk. Louise McKinney City Clerk „.. :(SEAL;):, , :. .. .