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HomeMy Public PortalAboutOrd 436 IRB Series 2006A & 2006B TRIPLETT, WOOLF & GARRETSON, LLC ORDINANCE NO. If 3t OF THE CITY OF BEL AIRE, KANSAS AUTHORIZING THE ISSUANCE OF $2,600,000 CITY OF BEL AIRE, KANSAS TAXABLE INDUSTRIAL REVENUE BONDS SERIES A, 2006 (DGM PROPERTIES, LLC) $600,000 CITY OF BEL AlRE, KANSAS SUBORDINATED TAXABLE INDUSTRIAL REVENUE BONDS SERIES B, 2006 (DGM PROPERTIES, LLC) TWG REF: 255297 Bond Ordinance (Published in The Ark Valley News, February 23,2006) ORDINANCE NO. 5/3' AN ORDINANCE AUTHORIZING THE CITY OF BEL AIRE, KANSAS TO ISSUE ITS TAXABLE INDUSTRIAL REVENUE BONDS, SERIES A, 2006 (DGM PROPERTIES, LLC), IN THE AGGREGATE PRINCIP AL AMOUNT OF $2,600,000 AND ITS SUBORDINATED TAXABLE INDUSTRIAL REVENUE BONDS, SERIES B, 2006 (DGM PROPERTIES, LLC), IN THE AGGREGATE PRINCIPAL AMOUNT OF $600,000 FOR THE PURPOSES OF (1) ACQUIRING CERTAIN LAND AND CONSTRUCTING AND EQUIPPING A CERTAIN GLASS MANUFACTURING FACILITY LOCATED IN THE CITY OF BEL AIRE, AND (2) PAYING CERTAIN COSTS OF ISSUANCE; AUTHORIZING THE EXECUTION OF A TRUST INDENTURE BY AND BETWEEN THE CITY AND UMB BANK, N.A., IN THE CITY OF WICHITA, KANSAS, AS TRUSTEE, AUTHORIZING THE CITY TO LEASE THE PROJECT TO DGM PROPERTIES, LLC, AUTHORIZING EXECUTION OF A LEASE BETWEEN THE CITY AND DGM PROPERTIES, LLC; APPROVING THE FORM OF A GUARANTY AGREEMENT BETWEEN DGM PROPERTIES, LLC AND UMB BANK, N.A., AS TRUSTEE; APPROVING THE FORM OF AN INDIVIDUAL GUARANTY AGREEMENT BETWEEN GARY D. WICKHAM, GARY D. WICKHAM REVOCABLE LIVING TRUST, LEAH R. WICKHAM, LEAH R. WICKHAM REVOCABLE LIVING TRUST, GREGORY D. WICKHAM AND DAVID L. WICKHAM, AS INDIVIDUAL GUARANTORS, AND UMB BANK, N.A., WICHITA, KANSAS, AS TRUSTEE; APPROVING THE FORM OF AN ADDITIONAL GUARANTY AGREEMENT BETWEEN W.G., INC., AS AN ADDITIONAL GUARANTOR, AND UMB BANK, N.A., WICHITA, KANSAS, AS TRUSTEE; AUTHORIZING THE EXECUTION OF A BOND PLACEMENT AGREEMENT BY AND BETWEEN THE CITY, DGM PROPERTIES, LLC, THE INDIVIDUAL GUARANTORS, THE ADDITIONAL GUARANTOR AND UMB BANK, N.A., AS PURCHASER OF THE SERIES A, 2006 BONDS; AND AUTHORIZING THE EXECUTION OF A BOND PLACEMENT AGREEMENT BY AND BETWEEN THE CITY AND DGM PROPERTIES, LLC, AS PURCHASER OF THE SERIES B, 2006 BONDS. WHEREAS, the City of Bel Aire, Kansas (the "Issuer") is authorized by K.S.A. 12-1740 to 12-1749d, inclusive, as amended (the "Act"), to issue revenue bonds to pay the cost of certain facilities, as such term is defined in the Act, for the purposes set forth in the Act, and to lease and otherwise dispose of such facilities to any person, firm or corporation; and WHEREAS, the Issuer has heretofore and does hereby find and determine that it is desirable in order to promote, stimulate and develop the general economic welfare and prosperity of the Issuer and the State of Kansas that the Issuer issue its Taxable Industrial Revenue Bonds, Series A, 2006 TWG REF: 255297 Bond Ordinance (DGM Properties, LLC), to be dated as of their issuance and delivery, in the aggregate principal amount of $2,600,000 (the "Series A, 2006 Bonds") and its Subordinated Tax Industrial Revenue Bonds, Series B, 2006 (DGM Properties, LLC), to be dated as of their issuance and delivery in the aggregate principal amount of$600,000 (the "Series B, 2006 Bonds"), for the collective purpose of acquiring certain land and constructing and equipping a certain glass manufacturing facility (the "Project"); and WHEREAS, the Series A, 2006 Bonds and the Series B, 2006 Bonds (collectively, the "2006 Bonds") and the interest thereon shall not constitute an indebtedness of the Issuer, within the meaning of any constitutional provision or statutory limitation, shall not constitute nor give rise to a pecuniary liability by the Issuer, nor shall any 2006 Bond or the interest thereon be a charge against the general credit or taxing powers of the Issuer. The 2006 Bonds are not general obligations of the Issuer and are payable solely and only from certain fees, rentals, revenues and other amounts derived by the Issuer pursuant to the Lease and, under certain circumstances, from the proceeds of the 2006 Bonds and insurance and condemnation awards; and WHEREAS, the Issuer further finds and determines that it is necessary and desirable in connection with the issuance of said 2006 Bonds (i) to execute and deliver a Trust Indenture dated as of March 1,2006, (the "Indenture"), by and between UMB Bank, N.A., Wichita, Kansas, as Trustee (the "Trustee"), for the purpose of issuing and securing the 2006 Bonds as provided therein; and (ii) execute and deliver a Lease, dated as of March 1,2006 (the "Lease"), by and between the Issuer, as Landlord, and DGM Properties, LLC, as Tenant (the "Tenant") for the purpose ofleasing the Project to the Tenant in consideration for payments of Basic Rent, Additional Rent and other charges provided for therein; and to execute such other documents and agreements in connection with the issuance of the 2006 Bonds as hereinafter provided. NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF BEL AlRE, KANSAS AS FOLLOWS: Section 1. Definition of Terms. All terms and phrases not otherwise defined herein shall have the respective meanings set forth in the Indenture and Lease hereinafter authorized and defined. Section 2. Authorization to Cause the Proiect to be Acquired, Constructed and Installed. The governing body of the Issuer hereby declares that the Project, ifin being, would promote the welfare of the City of Bel Aire, Kansas, and the Issuer is hereby authorized to provide for the acquisition and construction of the Project in accordance with the provisions ofthe Lease, all as provided herein and the Indenture and Lease hereinafter authorized. Section 3. Authorization of and Security for the 2006 Bonds. There is hereby authorized and directed to be issued two series of revenue bonds to be designated (i) the "City of Bel Aire, Kansas, Taxable Industrial Revenue Bonds, Series A, 2006 (DGM Properties, LLC)," in the aggregate principal amount of$2,600,000 (the "Series A, 2006 Bonds") and (ii) the "City of Bel Aire, Kansas, Subordinated Taxable Industrial Revenue Bonds, Series B, 2006 (DGM Properties, LLC)," in the aggregate principal amount of $600,000 (the "Series B, 2006 Bonds") for the collective purpose of financing the costs of the Project and paying certain costs of issuance. TWG REF: 255297 Bond Ordinance 2 The Series A, 2006 Bonds and the Series B, 2006 Bonds (collectively the "2006 Bonds") shall be dated and bear interest, shall mature and be payable at such times, shall be in such forms, shall be subject to redemption and payment prior to the maturity thereof, and shall be issued in the manner prescribed and subject to the provisions, covenants and agreements set forth in the Indenture. The Series A, 2006 Bonds shall be on a parity with, and equal in priority to, one another and with any Additional Bonds which may be issued on parity therewith within the meaning and pursuant to the terms and provision of the Indenture herein defined. The 2006 Bonds and any Additional Bonds (herein the "Bonds") shall be special limited obligations of the Issuer payable solely from the revenues derived by the Issuer pursuant to the Lease, or otherwise in connection with the Project. The 2006 Bonds shall not be general obligations of or constitute a pledge of the faith and credit of the Issuer within the meaning of any constitutional or statutory provision and shall not be payable in any manner from tax revenues. The Series B, 2006 Bonds shall be subordinated to the Series A, 2006 Bonds which will be given full preference of payment with respect to the principal of, premium, if any and interest thereon. Section 4. Authorization oflndenture. The Issuer is hereby authorized to enter into a Trust Indenture, dated as of March 1,2006 (the "Indenture"), by and between the Issuer, UMB Bank, N.A., Wichita, Kansas, as Trustee (the "Trustee"), under which the Issuer shall pledge and assign to the Trustee, for the benefit of the holders of the 2006 Bonds, the Trust Estate created thereby, all upon the terms and conditions set forth in the Indenture. Section 5. Lease of Proiect. The Issuer shall cause the Project to be acquired, purchased, constructed and equipped and shall lease the Project to the Tenant, pursuant to and in accordance with the terms and provisions of the Lease, dated as of March 1,2006 (the "Lease"), by and between the Issuer and the Tenant. Section 6. Approval of the Form of Guaranty Agreement. The form of Guaranty Agreement, dated as of March 1,2006 (the "Guaranty Agreement"), pursuant to which the Tenant, guarantees to the Trustee, for the benefit of the Owners of the 2006 Bonds, the full and prompt payment of the principal of, redemption premium, if any, and interest on the 2006 Bonds, is hereby approved. Section 7. Approval ofthe Form oflndividual Guaranty Agreement. The form oflndividual Guaranty Agreement dated as of March 1,2006 (the "Individual Guaranty Agreement"), pursuant to which Gary D. Wickham, Gary D. Wickham Revocable Living Trust, Leah R. Wickham, Leah R. Wickham Revocable Living Trust, Gregory D. Wickham and David L. Wickham, as Individual Guarantors (the "Individual Guarantors"), guarantee to the Trustee, for the benefit ofthe owners of the Series A, 2006 Bonds, the full and prompt payment of the principal of, redemption premium, if any, and interest on the Series A, 2006 Bonds, is hereby approved. Section 8. Approval of the Form of Additional Guaranty Agreement. The form of Additional Guaranty Agreement dated as of March 1,2006 (the "Additional Guaranty Agreement"), pursuant to which W.G., Inc., as Additional Guarantor (the "Additional Guarantor"), guarantees to the Trustee, for the benefit ofthe owners of the Series A, 2006 Bonds, the full and prompt payment TWG REF: 255297 Bond Ordinance 3 of the principal of, redemption premium, if any, and interest on the Series A, 2006 Bonds, is hereby approved. Section 9. Authorization of Series A Bond Placement Agreement. The Series A, 2006 Bonds shall be sold and delivered pursuant to and in accordance with the terms and provisions ofthe Bond Placement Agreement, dated as of March I, 2006 (the "Series A Bond Placement Agreement"), by and between the Issuer, the Tenant, the Individual Guarantors, the Additional Guarantor and UMB Bank, N .A., as Purchaser of the Series A, 2006 Bonds. Section 10. Authorization of Series B Bond Placement Agreement. The Series B, 2006 Bonds shall be sold and delivered pursuant to and in accordance with the terms and provisions of the Bond Placement Agreement, dated as of March 1,2006 (the "Series B Bond Placement Agreement"), by and between the Issuer and the Tenant, as Purchaser of the Series B, 2006 Bonds. Section 11. Execution of Series 2006 Bonds and Related Agreements and Documents. The Mayor of the governing body of the Issuer is hereby authorized and directed to execute the 2006 Bonds and deliver same to the Trustee for authentication for and on behalf of and as the act and deed of the Issuer in the manner provided in the Indenture. The Mayor or Vice Mayor is authorized and directed to execute and deliver the Indenture, the Lease, the Series A Bond Placement Agreement and the Series B Bond Placement Agreement for and on behalf of and as the act and deed of the Issuer in substantially the forms as they are presented today with such minor corrections or amendments thereto as he or she shall approve (after consultation with the City Attorney), which approval shall be evidenced by his or her execution thereof, and such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the purposes and intent of this Ordinance. The City Clerk or any Deputy City Clerk ofthe Issuer is hereby authorized and directed to attest the execution of the 2006 Bonds, the Indenture, the Lease, the Series A Bond Placement Agreement and the Series B Bond Placement Agreement and such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance. Section 12. Pledge of the Proiect. The Issuer hereby pledges the Project to the payment of the 2006 Bonds in accordance with K.S.A. 12-1744. The lien created by such pledge shall be discharged when all of the 2006 Bonds shall be deemed to have been paid within the meaning ofthe Indenture. Section 13. Further Authority. The Issuer shall, and the officers, agents and employees of the Issuer are hereby authorized and directed to, take such action, expend such funds and execute such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the provisions of this Ordinance and to carry out, comply with and perform the duties of the Issuer with respect to the 2006 Bonds, the Indenture, the Lease, Series A Bond Placement Agreement and the Series B Bond Placement Agreement, all as necessary to carry out and give effect to the transaction contemplated hereby and thereby. Section 14. Effective Date. This Ordinance shall take effect and be in full force from and after its adoption by the governing body of the Issuer. TWG REF: 255297 Bond Ordinance 4 [Remainder of Page Intentionally Left Blank] TWG REF: 255297 Bond Ordinance 5 PASSED AND APPROVED by the governing body of the City of Bel Aire, Kansas this 2151 day of February, 2006. >k"~<'" " <~~:ei .,;~:;~~~~;~,~.." . ".; , ., /,t:" ~l ' /, '" /"!\r .,' , t- ""j "';'/ "I", ,,0".... r, if' {['Seall l '\ -;\ t;, ....... (." "T'''' \, Ill" ',. '-: r \\ I _ /'IP-~f)' ~ ~. < ..<'"...A f... ... ,..... /'\: >f~nH t~ q'i~ 1':(~TP~ "~ . / I A TT~~~F;ll.t. Pis T ",.~) ~'''.~:~,'f::;~ t ",1t'< ',. \ \ \ CITY OF BEL AIRE, KANSAS BY~~ By V/~/'~dU Sherryl L Cutter, CIty Clerk TWG REF: 255297 Bond Ordinance