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HomeMy WebLinkAboutIssuance of Industrial Bonds260 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE CITY OF PADUCAH, KEN- TUCKY, PROVIDING FOR THE ISSUANCE OF CITY OF PADUCAH, KENTUCKY, INDUSTRIAL BONDS, 8 _ ANDERSON HALL ASSOCIATES, LTD., PROJECT AND AUTHORIZING THE EXECUTION OF A. MEMO- RANDUM OF AGREEMENT BY AND_BETWEEN THE CITY AND ANDERSON HALL ASSOCIATES, LTD., RELATING TO THE BOND ISSUE. WHEREAS,,. pursuant to and in accordance with the provisions of KRS .103.200 to,_103.285, as amended (the, "Act"), the -City of Paducah, Kentucky (the.:"City"). --proposes to undertake to cause the acquisition, renovation and financing of the -. Project referred-to below so as to promote-the economic development of ,the Common- wealth, to relieve conditions of unemployment and to; encourage the increase of industry in this state by providing-an inducement, to manufacturers to construct and expand industrial facilities in the City of Paducah, Kentucky; and WHEREAS, the City is authorized by the Act to acquire, renovate and improve,. or cause-to be .acquired, ;renovated and improved, industrial facilities; and WHEREAS, the City is authorized by the-Act to issue revenue bonds (the. "Bonds").payable-solely from the revenues and receipts derived from the loan of the bond proceeds or .sale or leasing of the facilities acquired and renovated through the issuance of such revenue bonds; and WHEREAS, ANDERSON HALL ASSOCIATES, LTD., (the "Associates"), a limited partnership duly organized under the laws of the .Commonwealth of, Kentucky, proposes to purchase and renovate an existing industrial building, as defined in the Act, in the City of Paducah, if the bonds are issued to' finance the renovation, and ex- pansion of such building (the "Project"); and WHEREAS, the bonds shall not be payable from the revenues. of the City other than those derived from the Associates pursuant, to a financing agreement (the "Agreement") and related financing documents and shall never constitute an indebt- edness of the City; WHEREAS, the City proposes to enter into a Financing Agreement with . respect to the Project with the Associates, whereby the Associates will covenant and agree to pay principal,. 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 Agree- ment between the City and the Associates be executed setting forth the agreements of the parties with respect to the acquisition and renovation of the Project and the issuance of the bonds to defray the costs thereof; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE CITY OF PADUCAH as follows: SECTION 1. That the Project, a dormitory facility of approximately Twenty-eight thousand (28,000) square feet, constitutes an "industrial building" under the Act. ~_ _ . 261 SECTION 2. That the acquisition, renovation and improvement of the Project by the Associates'be, and the same`are hereby authorized. Inasmuch as the Project will be undertaken, and the. facilities will be acquired, renovated and installed, for the purpose of .conforming to the requirements of the Associates, as owner, in order that the Associates may give employment to citizens and residents of the community, and inasmuch as the Associates are better able to judge its require- ments as the work progresses than the City can reasonably be expected to do, and the Associates possesses more expertise in such matters, it is hereby found, determined and declared that renovation of the proposed facilities should be undertaken by the Associates. Accordingly, the Associates are hereby empowered and authorized to formulate and develop plans anal designs- for the Project, and to_ enter into such contracts and undertakings as may be required for_the complete construction and installation of the Project. SECTION 3. For the purpose of paying the cost `of the Project, the_City will issue City of Paducah Industrial Bonds, Anderson Hall Associates Ltd., Project, (the "Bonds") now in an amount estimated not to exceed Eight Hundred Thousand, ($800,000) Dollars. The bonds shall bear interest at the rates, shall be initially issued in coupon form, shall be in such denominations, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, shall have such provisions with respect to registration, shall be in such form and shall have such other details and provisions as shall be prescribed by an Indenture of Trust (the "Indenture") to be entered into by the City and a bank acting as Trustee. SECTION 4. The bonds shall be limited obligations payable solely by Anderson Hall Associates, Ltd., and shall not be considered general obligations of the City or the Commonwealth of Kentucky. The holders of the bonds shall not have the right to demand payment from moneys derived by taxation or any other revenues of the City,'except those revenues pledged to the payment of the bonds in the manner provided in the Indenture. SECTION 5. Prior to or contemporaneously with the delivery of any bonds, the Associates will enter into a financing agreement with-the City under the terms of which the Associates will obligate themselves to complete the acquisition and renovation of the Project and to pay to the City sums sufficient in the aggregate to pay the principal of, interest on, and premium, if any, on the proposed bonds, as and when said bonds shall become due and payable, such financing agreement to contain such other provisions as shall be mutually acceptable to the City and the Associates, which may include a covenant on behalf of the Associates to pay each year to all taxing authorities an amount equal to the ad valorem taxes which would have been due had the property remained on the tax- rolls, if for any reason the property is removed from the tax rolls, less the amount of the Leasehold tax under KRS 132.020 if applicable. It is agreed that the Associates, or a related company, will enter into a guaranty agreement with the Trustee appointed by the City in which it will guarantee the payment of all principal and interest on the bonds. 262 SECTION 6. No covenant., stipulation, obligation or agreement herein contained shall be deemed t.o be a covenant, stipulation, obligation or agreement of s any member of the Board of Commissioners of the City or of_any officer, agent or, employee of the City in his individual capacity and the members of the Board of Commissioners of the City. shall not be subject to any personal liability or account- ability by reason of the adoption hereof. SECTION 7. Any. action heretofore taken by the Associates in initiating the acquisition and renovation of the Project is hereby ratified, confirmed and approved,- and the Associates are hereby authorized to commence such acquisition and renovation. SECTION 8. Pursuant to KRS 103.230, the Associates has requested that sale of the bonds be made privately, if possible, upon a negotiated basis. The Associates are authorized to select proposed purchasers to prepare and submit to the City proposals for the purchase of bonds. The identity of any of the purchasers of the bonds and the terms of sale of the bonds will be subject to: the approval of the City. ,SECTION 9. A law firm or firms mutually acceptable to the Associates and the City 'shall act as Bond Counsel and Special Counsel for the City and shall be authorized and directed to file any suit and take any other legal action necessary and customary in the establishment of prerequisites to the issuance of the bonds. The firm Denton and Keuler is designated as Special Counsel for the City and said Special Counsel and the Corporation Counsel are each authorized and directed to .. assist Bond Counsel in any appropriate manner. SECTION 10. In_order to ensure the acquisition, improvement, installation and construction of the Project in the City with 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 Company and 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 Clerk of the City to attest his signature thereto. -.-SECTION 11. :The expenses and fees in connection with the issuance of the bonds shall be borne completely by the Associates or"be paid out of the proceeds of the bonds. SECTION 12. The City Clerk:. is hereby authorized and directed to dis- tribute copies of this resolution to the Associates and to do such further things or perform such acts as may be necessary or convenient to implement the provisions of this res_alution and take other actions to induce the Associates to construct the Project. SECTION 13. This resolution shall constitute such "official action" on the part of the City and Board of Commissioners toward the issuance of the proposed 'venue bonds, within the meaning of the Federal Income Tax Regulations. SECTION 14. This resolution shall take effect upon its adoption. The City shall cause to be published in the newspaper authorized to publish official advertisements of the City the title of this resolution, together with a statement signed by the City Clerk, setting forth the estimated amount of the bond issue, the name of the Company which will purchase the industrial building or be loaned the proceeds for construction and renovation of the industrial building, and the fact that the revenue bonds are to be retired from the proceeds of the lease payments or loan payments as set forth in KRS 103.200 to 103.285, inclusive. The form of such publication, attached hereto as---Exhibit B and made a part hereof, is hereby ap- proved for the purposes of such publication. INTRODUCED, SECONDED AND ADOPTED AT A MEETING OF THE BOARD OF COMMIS- SIGNERS OF THE CITY OF PADUCAH, KENTUCKY, held on the 12th day of July, 1983, on the same occasion signed in open session by the Mayor as evidence of his approval, attested by the City Clerk, ordered filed as required by law and declared to be in full force and effect. JOHN K. PENROD Mayor (SEAL) AT-TEST Louise McKianey City Clerk CERTIFICATION I, the undersigned, do hereby certify that I am the duly qualified and acting 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 the Resolution duly adopted by the Board of Commissioners of said City at a regular meeting held on the 12th day of July, 1983, on the same occasion signed by the Mayor of the City and now in full force and effect, all as appears from the official records of said City in my possession and under my control. IN WITNESSES WHEREOF, I have hereunto set my hand and affixed the seal of said City this 12th day of July, 1983. Louise McKinney City Clerk of the City of Paducah (SEAL) 263 e