RESOLUTION 08 -

 

 

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MT. WASHINGTON, KENTUCKY, AUTHORIZING THE ISSUANCE OF UP TO $2,500,000 PRINCIPAL AMOUNT OF CITY OF MT. WASHINGTON, KENTUCKY EDUCATIONAL, CULTURAL AND RECREATIONAL REVENUE BONDS, SERIES 2008 (CALVARY CHRISTIAN CENTER PROJECT) (THE "BONDS"), ISSUED AT THE REQUEST OF CALVARY CHRISTIAN CENTER, INC., A KENTUCKY NON-PROFIT CORPORATION ("CALVARY"), FOR THE PURPOSE OF FINANCING THE COSTS OF THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF AN APPROXIMATELY 15,556 SQUARE FOOT MULTIPURPOSE FACILITY LOCATED AT 11783 HIGHWAY 44 EAST, MT. WASHINGTON, KENTUCKY 40047, WITHIN THE CORPORATE LIMITS OF THE CITY OF MT. WASHINGTON; AND APPROVING, AUTHORIZING AND ACKNOWLEDGING THE EXECUTION AND DELIVERY OF (1) A BOND PURCHASE AND LOAN AGREEMENT AMONG CITY OF MT. WASHINGTON, KENTUCKY, CALVARY AND CITIZENS UNION BANK; AND (2) ANY AND ALL OTHER RELATED DOCUMENTS NECESSARY THERETO.

 

 

WHEREAS, the City of Mt. Washington, Kentucky (the "Issuer"), a municipal and political subdivision of the Commonwealth of Kentucky, is authorized and empowered by the Industrial Building Revenue Bond Act (Section 103.200 et seq.) of the Kentucky Revised Statutes, hereinafter referred to as the "Act"), to issue bonds to defray the costs of an industrial building as defined in the Act; and

            WHEREAS, Calvary has requested the Issuer to issue educational, cultural and recreational revenue bonds in the aggregate amount of up to $2,500,000 (the "Bonds") pursuant to the Act, for the purpose of financing  the costs of the acquisition, construction and equipping of an approximately 15,556 square foot multipurpose facility located at 11783 Highway 44 East, Mt. Washington, Kentucky  40047, within the corporate limits of the City of Mr. Washington to be owned by Calvary (the "Project"), which will result in the employment of a number of workers and promote the economic development of the area; and

WHEREAS, the Issuer does not reasonably expect to issue more than $10,000,000 in tax exempt obligations in the Year 2008.

WHEREAS, under the terms of the proposed Bond Purchase and Loan Agreement (the "Agreement") dated as of __________ 1, 2008, among the Issuer, Calvary and Citizens Union Bank, the Issuer will receive payments from Calvary sufficient to pay the principal and interest requirements of the Bonds, and which payments shall be pledged, together with the Agreement itself, as security for the payment of the principal of and interest on the Bonds; and

WHEREAS, the Issuer has found and determined that the operation of the proposed Project will tend to relieve existing conditions of unemployment in the area and will otherwise promote the general welfare and economic development of the City and all of its citizens;

NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF MT. WASHINGTON AS FOLLOWS:

1.         AUTHORIZATION OF BONDS.

For the purpose of paying the costs, not otherwise provided, of the Project, the Issuer hereby authorizes and approves the issuance of the City of Mt. Washington, Kentucky Educational, Cultural and Recreational Revenue Bonds, Series 2008 (Calvary Christian Center Project) (the "Bonds") dated as of the date of delivery of the Bonds, in the principal amount of up to Two Million Five Hundred Thousand and no/100 Dollars ($2,500,000) as more fully provided for in the Agreement hereinafter approved.  The Bonds shall mature  no later than ____ and bear interest from the date of delivery to the purchaser(s) thereof as provided in the Agreement with a maximum rate of interest of 10%.  The principal and interest requirements of the Bonds are specified in the Agreement.  The Issuer does not reasonably anticipate issuing more than $10,000,000 in tax exempt obligations during the calendar Year 2008 and therefore we hereby designate the Bonds to be “qualified tax exempt obligations” for the purposes of Section 265(b)(3)(B)(ii) of the Internal Revenue Code of 1986.

2.         APPROVAL AND AUTHORIZATION OF EXECUTION OF VARIOUS DOCUMENTS; BOND PURCHASE AND LOAN AGREEMENT.

 

The following document in the respective form attached to this Resolution is hereby approved, subject to such minor changes, insertions or omissions as may be approved by the Mayor, such approval to be conclusively evidenced by his execution of said documents, in order to effectuate the purposes of this Resolution; and the Mayor is hereby authorized to execute and acknowledge the same for and on behalf of the Issuer; and the City Clerk is authorized to attest same and to affix thereto the corporate seal of the Issuer.  Said document is hereby ordered to be filed in the office of the City Clerk, labeled Exhibits A, as identified below, and said document is ordered to be recorded with this Resolution in the official records of the Issuer:

                        (a)        The Bond Purchase and Loan Agreement (the "Agreement"), dated as of __________ 1, 2008, among between the Issuer, Calvary and Citizens Union Bank (Exhibit A).

3.         DISBURSEMENT OF PROCEEDS OF BONDS.

Calvary and the Bondholder are authorized to carry out the procedure specified in the Agreement for the supervision of the construction and installation of the Project and for the payment from time to time of the costs of such construction and installation and related expenses as same progresses.

4.         REVENUES OF THE PROJECT.

The revenues and other payments to be received by the Issuer under the terms of the Agreement are determined to be sufficient to pay the principal of and interest on the Bonds as the same become due and payable and all said payments and other payments received under the Agreement and all other revenues arising out of or in connection with the Agreement are hereby pledged to secure such payments and revenues, and in addition, for such other purposes as are more fully specified in the Agreement.

5.         DESIGNATION OF BONDHOLDER.

Citizens Union Bank, Louisville, Kentucky, is hereby designated as a bondholder under the Agreement and also as the paying agent and bond registrar for the Bonds.

6.         EXECUTION OF BONDS.

The Bonds shall be executed in the manner provided in the Agreement and shall be delivered to the Bondholder for proper authentication and delivery by the Bondholder to the purchasers thereof with instructions to that effect, as provided in the Agreement.

7.         MAYOR AND OTHER OFFICIALS OF ISSUER TO TAKE ANY OTHER NECESSARY ACTION.

 

Pursuant to the Constitution and laws of the Commonwealth of Kentucky, the Mayor, the City Clerk and all other appropriate officials of the Issuer are hereby authorized and directed to take any and all further action and to execute and deliver all other documents as may be necessary to effect the issuance and delivery of the Bonds.

8.         THE BOND SHALL NOT BE A GENERAL OBLIGATION OF THE CITY BUT A LIMITED OBLIGATION PAYABLE SOLELY FROM THE AMOUNTS PAYABLE UNDER THE AGREEMENT AND OTHER REVENUES OF THE PROJECT.  NEITHER THE CITY, THE COMMONWEALTH OF KENTUCKY NOR ANY OTHER POLITICAL SUBDIVISION OF THE COMMONWEALTH SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF OR INTEREST ON SUCH BONDS OR OTHER COSTS INCIDENT THERETO EXCEPT FROM THE REVENUES OF THE PROJECT PLEDGED THEREFOR.  NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE COMMONWEALTH OR ANY POLITICAL SUBDIVISION OF THE COMMONWEALTH IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, OR PREMIUM, IF ANY, OR INTEREST ON THE BONDS OR OTHER COSTS INCIDENT THERETO.

9.         COMPLIANCE WITH FEDERAL ARBITRAGE REQUIREMENTS.

The Issuer covenants that sums derived from the proceeds of the Bonds shall not be invested in investments in a manner which would cause the Bonds to be treated as "arbitrage bonds" within the meaning of Section 103 of the Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder.

Prior to or at the time of delivery of the Bonds the Mayor, the Chief Financial Officers and/or the City Clerk who are jointly and severally charged with responsibility for the issuance of the Bonds are authorized to execute the appropriate certification with reference to the matters required and contemplated by such statute and regulations, setting out all known and contemplated facts concerning the anticipated acquisition and construction, expenditures and investments, including the execution of necessary and/or desirable certifications contemplated by the aforesaid regulations in order to assure that interest on the Bonds will be exempt from all federal income taxes and that the Bonds will not be treated as "arbitrage bonds."  Such officer(s) is (are) entitled to rely upon information furnished by Calvary in making such certifications and representations unless they, or either of them, shall be aware of any fact or circumstances which would cause such certifications or representations to be questioned.

10.        SEVERABILITY CLAUSE.

If any section, paragraph, clause or provision of this Resolution shall be ruled by any court of competent jurisdiction to be invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the remaining provisions hereof.

11.        CAPTIONS OF CLAUSE.

The captions of this Resolution are for convenience only and are not to be construed as part of this Resolution nor as defining or limiting in any way the scope or intent of the provisions hereof.

To the extent any resolution, ordinance or part thereof is in conflict, the provisions of this Resolution shall prevail.

12.        EFFECTIVE DATE OF RESOLUTION.

This Resolution shall take effect from and after its adoption, approval and publication of Notice of Passage hereof, including the title of this Resolution, which publication is hereby approved by the City Clerk pursuant to KRS 103.210.

 

The vote taken on said Resolution, the result being as follows:

                                        Yes                 No              Abstain

Barry Armstrong            _______        _______        ________

Shot Dooley                   _______        _______         ________

Greg Gentry                   _______        _______         ________

Gary Lawson                 _______         _______         ________

Emily Rucker                _______         _______         ________

Brent Wheeler               _______         _______         ________

 

INTRODUCED AND ENACTED ON _________________, 2008.

CITY OF MT. WASHINGTON, KENTUCKY

 

 

By                                                                               

    Honorable Joetta Calhoun, Mayor

 

 

Attest:

 

 

____________________________________           

Kenneth J. Stovall, Jr., City Clerk                      

 

(Seal of Issuer)

 

I, Kenneth J. Stovall, Jr., hereby certify that I am the duly appointed and qualified City Clerk of the City of Mt. Washington, Kentucky, that the foregoing is a true copy of a Resolution duly enacted by the City Council of said Issuer, signed by the Mayor of said Issuer, and attested under seal by me as City Clerk, at a properly convened term and session of said City Council, held on ________________, 2008, as shown by official records in my custody and under my control, that Notice of Passage of said Resolution has been ordered to be published as required by law (KRS 103.210), that said Resolution appears as a matter of public record in  the City Clerk’s Office, that attached hereto are true copies of the documents approved therein, and that copies of such documents have also been duly filed and recorded in the official records of the City Council of the City of Mt. Washington.

 

IN WITNESS WHEREOF, I have hereto set my hand as City Clerk and the Seal of the Issuer this     day of ___________________, 2008.

 

 

                                                                                   

Kenneth J. Stovall, Jr., City Clerk

 

(Seal of Issuer)