ORDINANCE NO. ____, SERIES 2015
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AN ORDINANCE OF THE LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT, AUTHORIZING AND DIRECTING THE PARKING AUTHORITY OF RIVER CITY, INC., TO ISSUE ITS TAXABLE FIRST MORTGAGE REVENUE BONDS (CENTER CITY GARAGE PROJECT) TO FINANCE THE ACQUISITION AND DEVELOPMENT OF PARKING FACILITIES TO BE LOCATED IN THE CENTER CITY PROJECT IN THE CENTRAL DOWNTOWN REVITALIZATION DISTRICT DEVELOPMENT AREA; AUTHORIZING THE EXECUTION OF A SUPPLEMENTAL INDENTURE AND SUPPLEMENTAL LEASE NECESSARY TO EFFECT THE ISSUANCE OF SUCH BONDS; AND TAKING OTHER RELATED ACTION.
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Sponsored by Council President Jim Kim, Councilman David Tandy and Councilwoman Marianne Butler
WHEREAS, the Parking Authority of River City, Inc., a Kentucky nonstock, nonprofit corporation ("PARC"), is organized and existing under Section 58.180 and Sections 273.161 to 273.390, inclusive, of the Kentucky Revised Statutes, as amended ("KRS"), to act as the agency and instrumentality and the constituted authority of the Louisville/Jefferson County Metro Government ("Louisville Metro"), a consolidated local government and political subdivision of the Commonwealth of Kentucky (the "Commonwealth") in the acquisition and financing of public projects, including public parking and garage facilities located in Jefferson County, Kentucky and intended for governmental and public purposes, including specifically the purposes of creating or increasing the public recreational, cultural and related business facilities of Louisville Metro and the creation, improvement, revitalization, renewal or modernization of Louisville Metro's central business or shopping community, all as contemplated by KRS 58.010(1)(b); and
WHEREAS, PARC is authorized under KRS Chapter 58 (the "Act"), and particularly KRS 58.180, upon authorization and direction of Louisville Metro, to issue its revenue bonds on behalf of Louisville Metro for the aforementioned purposes, and may pledge for the amortization of such bonds all revenues derived from the operation of such public projects, including specifically all revenues derived from the leasing of such public projects directly to Louisville Metro, provided that such bonds shall be payable solely from the revenues derived from the public projects and shall not constitute an indebtedness or general obligation of Louisville Metro, the Commonwealth or any other political subdivision thereof within the meaning of the Constitution and laws of the Commonwealth; and
WHEREAS, PARC, as an agency and instrumentality of Louisville Metro, is further authorized under the Act, and particularly KRS 58.060(2), to grant a mortgage and security interest on the projects acquired or constructed through the application of the proceeds of such bonds; and
WHEREAS, PARC and The Bank of New York Mellon Trust Company, N.A. (the ("Trustee"), successor trustee to Bank One, Kentucky N.A. have heretofore entered into a Mortgage and Trust Indenture dated as of December 1, 1985, of record in Mortgage Book 2346, Page 536, in the office of the County Clerk of Jefferson County, Kentucky, and various supplements thereto, which provide for the issuance and security of the bonds by PARC for the purposes set forth therein (the Mortgage and Trust Indenture dated December 1, 1985, and the supplements thereto are hereinafter referred to as the "Indenture"); and
WHEREAS, PARC has issued bonds under the Indenture and there are presently outstanding the following PARC bond issues:
(i) First Mortgage Revenue Bonds, Series 2009A (the "Series 2009A Bonds");
(ii) First Mortgage Revenue Refunding Bonds, Series 2009B (the "Series 2009B Bonds");
(iii) First Mortgage Revenue Bonds, Series 2010A (the "Series 2010A Bonds");
(iv) First Mortgage Revenue Bonds, Series 2010B (Federally Taxable - Build America Bonds - Direct Payment) (the "Series 2010B Bonds");
(v) First Mortgage Revenue Bonds, Series 2013A; and
(vi) First Mortgage Revenue Refunding Bonds, Series 2013B; and
WHEREAS, Article 2 of the Indenture provides that PARC can issue additional bonds ranking on a parity as to security and source of payment with the outstanding Bonds upon compliance with certain conditions and restrictions contained in the Indenture; and
WHEREAS, Louisville Metro and PARC have heretofore entered into a Lease, dated as of December 1, 1985, of record in Deed Book 5551, Page 473, in the Office of the County Clerk of Jefferson County, Kentucky, as supplemented from time to time (the Lease dated December 1, 1985, and the supplements thereto are hereinafter referred to as the "Lease"), to secure the payment of the outstanding Bonds and all bonds to be issued on a parity therewith pursuant to the Indenture; and
WHEREAS, PARC has requested the Louisville/Jefferson County Metro Government Council ("Louisville Metro Council") to enact an ordinance (the "Ordinance") by which Louisville Metro authorizes and directs PARC to issue its Taxable First Mortgage Revenue Bonds (Center City Garage Project) (the "Bonds"), on behalf of Louisville Metro, in the aggregate principal amount not to exceed $18,700,000, to finance, in furtherance of the public purposes of the Act, the acquisition and development of parking facilities to be located in the Center City Project in the Central Downtown Revitalization District Development Area (the "Project") and (ii) paying the costs of issuance of the Bonds; and
WHEREAS, Louisville Metro Council now desires to authorize and direct PARC to issue the Bonds, on behalf of Louisville Metro, to finance, in furtherance of the public purposes of the Act, the acquisition and development of the Project and related costs.
NOW, THEREFORE, BE IT ORDAINED BY THE METRO COUNCIL OF THE LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT, AS FOLLOWS:
Section 1. Recitals True and Correct. It is found, determined and declared that the recitals set forth in the preamble are true and correct and hereby incorporated through this section.
Section 2. Authorization of Bonds. To finance the acquisition and development of the Project, PARC, as an agency and instrumentality of Louisville Metro under the Act, is hereby authorized and directed to issue, execute and deliver its Bonds in the principal amount not to exceed $18,700,000, to mature or be subject to mandatory sinking fund redemption and to bear interest at such rates as shall be determined by PARC as the result of competitive bidding, to be payable out of the revenues derived by PARC under the Lease and Supplemental Lease hereinafter described, to be secured and to have such redemption, sale and other terms and conditions as provided in the Supplemental Indenture hereinafter described, and otherwise to be in such form and to contain such terms and conditions as the President of PARC shall approve, his execution of such bonds (which may be by facsimile signature) to be conclusive evidence of such approval.
Section 3. Limitation of Liability. The Bonds shall not be a general obligation of Louisville Metro, the Commonwealth or any political subdivision thereof, a charge against its general credit or taxing powers, nor an indebtedness of Louisville Metro, the Commonwealth or any political subdivision thereof within the meaning of the Constitution and laws of the Commonwealth; that neither the Bonds (nor premium, if any) nor the interest thereon shall constitute or give rise to any pecuniary liability whatsoever of Louisville Metro or any charge against Louisville Metro's general credit or taxing power; that each series of Bonds and the payment of interest thereon shall be secured and payable solely by a pledge of amounts to be paid by PARC or otherwise to be available under the Lease and any Supplemental Lease; that no part of said costs will be payable out of any general funds, assets, properties or other contributions of Louisville Metro; nor shall the Bonds be construed or interpreted to create any personal liability of present or future officers, officials, agents and employees of Louisville Metro serving from time to time.
Section 4. Competitive Bidding for the Bonds. In connection with the issuance of the Bonds, there shall be prepared by PARC and distributed to prospective purchasers of the Bonds a Notice of Bond Sale, Official Terms and Conditions of Bond Sale, Official Bid Forms and a Preliminary Official Statement in such form and substance as determined to be appropriate by the President of PARC and J.J.B. Hilliard, W.L. Lyons, LLC, the Financial Advisor for Louisville Metro and PARC to provide for the publicly advertised competitive bidding and sale of the Bonds.
Section 5. Authorization of Supplemental Mortgage and Trust Indenture. The President and the Secretary of PARC are hereby authorized and directed to execute, acknowledge and deliver the Supplemental Mortgage and Trust Indenture No. 10, with such terms and conditions as the President of PARC shall approve, whose execution thereof shall be conclusive evidence of such approval.
Section 6. Authorization of Supplemental Lease. The Mayor and the Clerk of the Metro Council, and the President and the Secretary of PARC, respectively, are hereby authorized to execute, acknowledge and deliver the Supplemental Lease No. 9, with such terms and conditions as the Mayor and the President of PARC, as the case may be, shall approve, the execution thereof to be conclusive evidence of such approval.
Section 7. Best Bid for the Bonds. The Executive Director or the Treasurer of PARC are hereby authorized and directed to execute and accept a bid for purchase of the Bonds as shall have been recommended for acceptance by J.J.B. Hilliard, W.L. Lyons, LLC, the Financial Advisor for Louisville Metro and PARC.
Section 8. Other Action by PARC. Provided they incur no general or personal liability thereby, PARC's Board of Commissioners, President, Treasurer, Secretary, Executive Director and other officers and agents of PARC are hereby authorized to execute such other documents and take such other actions as may be necessary, desirable, convenient or appropriate to implement and carry out the issuance of the Bonds and the consummation of the other transactions herein contemplated (including, without limitation, the solicitation of bids for the Bonds and the issuance and delivery of the Bonds).
Section 9. Other Action by Louisville Metro. Provided they incur no general or personal liability thereby, the Mayor, the Clerk of the Metro Council, the Chief Financial Officer, and other officers and agents of Louisville Metro are hereby authorized and directed to execute such other documents and take such other actions as may be necessary, desirable, convenient or appropriate to implement and carry out the issuance of the Bonds and the consummation of the other transactions herein contemplated.
Section 10. Miscellaneous. The provisions of this Ordinance are severable, and if any section, paragraph, clause or provision hereof shall for any reason be declared invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect the validity of the remainder of this Ordinance. All ordinances, resolutions, orders or parts thereof in conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby repealed and the provisions of this Ordinance shall prevail and be given effect.
Section 11. Effectiveness. This Ordinance shall become effective upon passage and approval.
INTRODUCED, SECONDED AND GIVEN FIRST READING at a duly convened meeting of the Metro Council of the Louisville/Jefferson County Metro Government, held on January ___, 2015.
GIVEN SECOND READING AND ENACTED at a duly convened meeting of the Metro Council of the Louisville/Jefferson County Metro Government, held on January ___, 2015, signed by the President and the Clerk of the Metro Council and approved by the Mayor of Louisville/Jefferson County Metro Government, filed and indexed as provided by law.
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Stephen Ott President of the Council
Metro Council Clerk
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Greg Fischer Approval Date
Mayor
APPROVED AS TO FORM AND LEGALITY:
Michael J. O'Connell
Jefferson County Attorney
By__________________________________
CERTIFICATION
The undersigned hereby certifies that he is the duly qualified and acting Clerk of the Metro Council of the Louisville/Jefferson County Metro Government, Kentucky and that the foregoing is a true, correct and complete copy of an ordinance duly adopted by the Metro Council of said Metro Government as a duly convened meeting held on January ____, 2015, 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 said Metro Government in my possession and under my control.
WITNESSETH my hand and the seal of said Metro Government as of the _____ day of January, 2015.
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Stephen Ott
Clerk of the Metro Council
Seal of the Louisville/Jefferson
County Metro Government