HomeMy Public PortalAboutOrd 437 IRB Series 2006C
TRIPLETT, WOOLF & GARRETSON, LLC
ORDINANCE NO. n /
OF
THE CITY OF BEL AIRE, KANSAS
AUTHORIZING THE ISSUANCE OF
$1,650,000
CITY OF BEL AlRE, KANSAS
TAXABLE INDUSTRIAL REVENUE BONDS
SERIES C, 2006
(WICKHAM INDUSTRIES, INC.)
TWG REF: 257823
Bond Ordinance
(Published in The Ark Valley News, February 23, 2006)
ORDINANCE NO. '131
AN ORDINANCE AUTHORIZING THE CITY OF BEL AIRE, KANSAS TO
ISSUE ITS TAXABLE INDUSTRIAL REVENUE BONDS, SERIES C, 2006
(WICKHAM INDUSTRIES, INC.), IN THE AGGREGATE PRINCIPAL AMOUNT
OF $1,650,000 FOR THE PURPOSE OF ACQUIRING AND INSTALLING
CERTAIN MACHINERY AND EQUIPMENT IN A MANUFACTURING
FACILITY, AND 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 WICKHAM
INDUSTRIES, INC., AUTHORIZING EXECUTION OF A LEASE BETWEEN
THE CITY AND WICKHAM INDUSTRIES, INC.; APPROVING THE FORM OF
A GUARANTY AGREEMENT BETWEEN WICKHAM INDUSTRIES, INC. AND
UMB BANK, N.A., AS TRUSTEE; APPROVING THE FORM OF AN
INDIVIDUAL GUARANTY AGREEMENT BETWEEN GARY D. WICKHAM,
GAR Y 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; AND AUTHORIZING THE EXECUTION OF A BOND
PLACEMENT AGREEMENT BY AND BETWEEN THE CITY, WICKHAM
INDUSTRIES, INC., THE INDIVIDUAL GUARANTORS, THE ADDITIONAL
GUARANTOR AND UMB BANK, N.A., AS PURCHASER OF THE SERIES C,
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 C, 2006
(Wickham Industries, Inc.), to be dated as of their issuance and delivery, in the aggregate principal
amount of $1,650,000 (the "2006 Bonds"), for the purpose of acquiring and installing certain
machinery and equipment (the "Project") in a manufacturing facility located in the City of Bel Aire,
Kansas; and
TWG REF: 257823
Bond Ordinance
WHEREAS, 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 Wickham Industries, Inc., as Lessee (the "Lessee") for the purpose of leasing the
Project to the Lessee 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 AIRE, 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 ofthe Issuer hereby declares that the Project, ifin being, would promote the welfare
ofthe 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 of the 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 certain economic development revenue bonds to be designated the "City of Bel
Aire, Kansas, Taxable Industrial Revenue Bonds, Series C, 2006 (Wickham Industries, Inc.)," in the
aggregate principal amount of$l ,650,000 (the "2006 Bonds") for the purpose of providing funds to
pay the cost of acquiring and installing certain machinery and equipment in a manufacturing facility
(the "Project") located in the City of Bel Aire and paying certain costs of issuance.
TWG REF: 257823
Bond Ordinance
2
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 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
ST A TUTORY PROVISION AND SHALL NOT BE PAYABLE IN ANY MANNER FROM TAX
REVENUES.
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 Lessee, 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 Lessee.
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 Lessee, 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 of the Form oflndividual Guaranty Agreement. The form ofIndividual
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 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 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 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 9. Authorization of Bond Placement Agreement. The 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 "Bond Placement Agreement"), by and between the
TWG REF: 257823
Bond Ordinance
3
Issuer, the Lessee, the Individual Guarantors, the Additional Guarantor and UMB Bank, N.A., as
Purchaser of the 2006 Bonds.
Section 10. 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 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 of the
Issuer is hereby authorized and directed to attest the execution of the 2006 Bonds, the Indenture, the
Lease, the 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 11. Pledge of the Project. 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 of the
Indenture.
Section 12. 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 ofthis Ordinance and to carry out, comply with and perform the duties of
the Issuer with respect to the 2006 Bonds, the Indenture, the Lease and the 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.
[Remainder of Page Intentionally Left Blank)
TWG REF: 257823
Bond Ordinance
4
PASSED AND APPROVED by the governing body of the City of Bel Aire, Kansas this 2151
day of February, 2006.
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CITY OF BEL AIRE, KANSAS
By ~III~
~n L. Withrow, PhD, Mayor
BY.~/~
Sherryl L.' utter, CIty Clerk
TWG REF 257823
Bond Ordinance