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HomeMy WebLinkAboutIngram Materials Company229 RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE .CITY OF PADUCAH, KENTUCKY, AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT-BY AND BETWEEN .THE CITY AND INGRAM MATERIALS COMPANY, A DIVISION-OF INGRAM-INDUSTRIB~, INC., A TENNESSEE CORPORATION, RELATING TO THE ACQUISITLON AND CONSTRUCTION OF_CERTAIN INDUSTRIAL BUILDING FACILITIES IN THE CITY FOR THE USE OF SAID CORPORATION, UNDERTAKING THE ISSUANCE OF INDUSTRIAL BUILDING REVENUE BONDS AT THE APPROPRIATE TIME TO PAY THE COST OF ACQUIRING AND CONSTRUCTING SAID FACILITIES:. AND TAKING OTHER PRELIMINARY ACTION. _ WHEREAS, Ingram Materials Company, a division of Ingram Industries, Inc., (the "Applicant"), is a corporation organized under the laws of the State of ;Tennessee, and certified to do business in the Commonwealth of Kentucky,; and- WHERUAS, the~Applicant proposes to acquire and construct two warehouses and related facilities for bulk storage as part of Applicant's operation of an existing port facility, as authorized by KRS 103.200(2), the foregoing property being referred to as the project (the "Project'.'), and in this connection it .has been determined that the City may assist the Applicant by causing the ;acquisition and construction ~of the Project and by entering into, at the appropriate time a loan, lease or sale agreement with reference thereto pursuant to .authority of Sections 303.200 to 103.285, inclusive, of the Kentucky Revised Statutes, as amended by the 1980.,General Assembly of the Commonwealth~of Kentucky (collectively the ''Act")„ all in furtherance of the purposes of the Act :and public benefit of-the, residents _and inhabitants of the. City, such loan, lease or sale agreement to be upon. such terms anal conditions-as th:e Act may require- and the City:may deem advis- able; and WHEREAS, the Gity is further authorized by the Act to issue its Lndustrial Building Revenue Bonds for the purpose of defraying the cost of acquiring, constructing, and equipping the Project; discussions have-occurred between the Applicant and}the City incident to the:_issuance of Industrial Building~Revenue Bonds by the City; the City has agreed with the Applicant to issue such Bonds based upon compliance by the .Applicant with certain Conditions, requirements, and~oblgations; and subject to the: approval of the City of the terms of all agreements, ordinances and~~other docume-nts required incident-to said Bond issue; and the City has authorized the-;.Applicant to proceed with the acqui- sition, construction, and .installat.ion of the Project; subject to~ reimbu-rsement of the costs of the Project from the proceeds of such Bonds, when, as, and if issued; and WHEREAS, based-upon an estimate of the costs of the Project, the City proposes to issue its Industrial Building. Revenue Bonds (the "Bonds") in an approximate amount of $1,000,000, such..bonds to be sold: and delivered by the City to. pay the costs of the Project, together with costs incident to the authorization, sale and issuance of the Bonds, but with such contributions from-the Applicant~as may be necessary; and: WHEREAS,~the City proposes to enter into at the appropriate tiine:a loan; lease or sale agreement with the Applicant with respect to the Project, ,whereby the Applicant will covenant and agree to pay amounts sufficient to provide for the payment of princi- pal, premium, if any, and interest on the Bonds, together with all trustee's and paying agent's fees, if any, in connection with such Bonds as the same come due and payable; and V 230 WHEREAS, a public hearing was held concerning the proposed issuance of the Bonds in accordance with the requirements of the Tax Equity and Fiscal Responsibility Act a of 1982 and after"having considered the matters"discussed. at said public hearing, the City believes that the issuance of the Bonds is in the best interest "of the citizens and inhabitants_of the"City; and WHEREAS, it is deemed necessary and advisable that a"Memorandum of Agreement between the City and the Applicant be executed setting-forth the preliminary agreements of the"parties with respect to the acquisition, construction and installation of the Project, the issuance of the Bonds to defray the costs thereof and-the payments to be made by the Applicant with respect to the Project'; NOW, THEREFORE, BE IT RESOLVED`BY-THE BOARD OF COMMISSIONERS OF THE CITY OF PADUCAH, KENTUCKY, AS FOLLOWS: SECTION 1. It 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; (ii) the total amount of money necessary to be provided by the City for tli'e acquisition, construction and equipping of the Project"to be financed by the Bonds will appropiate an amount up to $1,000,000; (iii) the Applicant has repre- seated that ix has sufficient financial~resourees to acquire, construct, and install the Project arid. 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, lease or sale agreement; and (iv) sufficient safeguards will be provided by the loan, lease or sale 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,- constructing, and equipping the Project will be paid out of the proceeds of the Bonds and such contributions of the Applicant as may be necessary to complete the Project as such Project is defined in the loan, lease or sale agreement to be executed by and between the City and the Applicant at the appropriate time pursuant to the Act; that none of the Bonds will be`general obligations of the°"City' that neither the Bonds nor the interest thereon"shall constitute or give rise to any indebtedness of the City`or any charge against its"general credit or taxi"ng 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 Applicant under such Toan, lease or sale''agreement; and that no part of said costs will be payable-out of any general funds, revenues, assets, properties or other contributions of the City. SECTION 3~~."~In order to induce the acquisition, construction, and equipping of the Project in the City with the resultant"liublic"`benefits which mill flow therefrom, it is deemed necessary and advisable that the Memorandum"of Agreement hereinafter referred to be app"roved and executed for an"on behalf of the City. Accordingly, the Memorandum of Agreement by and between the Applicant and the City substantially in the form~and with the contents set forth in-Exhib"it A attached hereto and incorporated herein by reference `_ 231 is hereby authorized and directed to execute and deliver said Memorandum of Agreement, and the City Clerk is :hereby authorized and directed to attest .same. SECTION 4. Inasmuch as the Project will be undertaken, and the facilities will be acquired, constructed,. and. equipped;~for the purpose of conforming to the .requirements of the Applicant, in order that the Applicant may give employment to citizens and resi- dents of the local,community, and inasmuch as the Applicant .requires .for its operations the acquisition, construction, and equipping for industrial building facilities which it is peculiarly equipped to plan, acquire, construct, and equip, and inasmuch as the Applicant is better able to judge its requirements as the work progresses than the City can be expected to do and the Applicant possesses more expertise in such matters, it is hereby found, determined and declared that acquisition, construction, and equipping of the Project should be undertaken or caused to be undertaken by the Applicant. Accord- ingly, the Applicant 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, construction, and equipping of the Project. Reimbursements made to the Applicant after the receipt of .the.proce.eds of the sale of the proposed Bond issue by the City shall be subject to approval or certification by a qualified person to be designated by the Applicant and approved by the City as specified in the Ioan, lease or sale agreement to be entered into by the City and.the Applicant at the appropriate time pursuant to the Act. SECTION 5. No City funds shall be expended on the Project, except such as are derived from the Bond proceeds. SECTION 6. To the extent any Resolution, Order; or-part thereof is in con- flict, the provisions of this Resolution shall prevail and be given effect., SECTION 7. This Resolution shall take effect and be in full force and effect from and after its adoption as provided by law. Mayor ATTEST ~. _ ~ _ City Clerk CERTIFICATE OF CITY CLERK I, the undersigned, hereby certify that I am the duly qualified and acting City Clerk of the City of Paducah, Kentucky, that the foregoing Reso- lution is a true copy of a Resolution duly adopted by the Board of Commissioners of said City on April , 1983, and that said Resolution (together with the Memorandum of Agreement approved herein) appears as a matter of public record in the official records of said City. IN TESTIMONY WHEREOF, witness my signature as City Clerk of the Commissioners and the official Seal of the City this day of April, 1983. City Clerk (Seal of City)