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HomeMy Public PortalAboutOrd 515 Taxable IRB's Series 2012A & 2012B GILMORE&BELL,P.C. August 25,2012 ORDINANCE NO. 515 OF THE CITY OF BEL AIRE,KANSAS AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $1,664,000 TAXABLE INDUSTRIAL REVENUE BONDS SERIES A,2012 (CENTURY MANUFACTURING PROJECT) AND NOT TO EXCEED $416,000 TAXABLE INDUSTRIAL REVENUE BONDS SERIES B,2012 (CENTURY MANUFACTURING PROJECT) KMC\601000.041\ORDIN (Published in the Ark Valley News, September 13, 2012) ORDINANCE NO. 515 AN ORDINANCE AUTHORIZING THE CITY OF BEL AIRE, KANSAS TO ISSUE ITS TAXABLE INDUSTRIAL REVENUE BONDS, SERIES A, 2012 AND SERIES B, 2012 (CENTURY MANUFACTURING PROJECT) IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $2,080,000 FOR THE PURPOSES OF ACQUIRING, CONSTRUCTING AND EQUIPPING A COMMERCIAL FACILITY; AUTHORIZING EXECUTION OF A BOND AGREEMENT BY AND BETWEEN THE CITY, CENTURY MANUFACTURING, INC., AS TENANT AND MIDLAND NATIONAL BANK, NEWTON, KANSAS; AUTHORIZING THE CITY TO LEASE SUCH FACILITY TO CENTURY MANUFACTURING, INC. AND AUTHORIZING EXECUTION OF A LEASE BETWEEN SAID CITY AND CENTURY MANUFACTURING, INC.; APPROVING THE FORM OF A GUARANTY AGREEMENT BY AND BETWEEN THE TENANT AND OTHER GUARANTORS NAMED THEREIN AND MIDLAND NATIONAL BANK; AND AUTHORIZING CERTAIN OTHER DOCUMENTS AND ACTIONS IN CONNECTION THEREWITH. THE GOVERNING BODY OF THE CITY OF BEL AIRE, KANSAS HAS FOUND AND DETERIVIINED: A. The City of Bel Aire, Kansas (the "Issuer") is authorized by the Kansas Economic Development Revenue Bond Act, as amended, as codified in K.S.A. 12-1740 et seq. (the "Act"),to acquire, construct, improve and equip certain facilities (as defined in the Act) for commercial, industrial and manufacturing purposes, to enter into leases and lease-purchase agreements with any person, firm or corporation for such facilities, and to issue revenue bonds for the purpose of paying the costs of such facilities; and B. The Issuer's governing body has determined 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, 2012 (Century Manufacturing Project) dated as of their Issue Date in the aggregate principal amount of not to exceed $1,664,000 and Taxable Industrial Revenue Bonds, Series B, 2012 (Century Manufacturing Project) dated as of their Issue Date in the aggregate principal amount not to exceed $416,000 (jointly, the "Bonds") for the purpose of paying the costs of acquiring, constructing and equipping a certain commercial facility (the "Project"), as more fully described in the Bond Agreement and in the Lease authorized in this ordinance for lease to Century Manufacturing, Inc., a Kansas corporation(the "Tenant"); and C. The Issuer's governing body finds that it is necessary and desirable in connection with the issuance of the Bonds to execute and deliver the following documents (collectively, the "Bond Documents"): KMC\601000.041\ORDIN (i) a Bond Agreement dated as of the Issue Date of the Bonds (the "Bond Agreement"), among the Issuer, the Tenant and Midland National Bank, Newton, Kansas (the "Bank") prescribing the terms and conditions of issuing and securing the Bonds; (ii) a Lease dated as of the Issue Date of the Bonds (the "Lease"), with the Tenant, under which the Issuer will acquire, construct and equip the Project and lease it to the Tenant in consideration of Basic Rent and other payments; and D. The Issuer's governing body has found that under the provisions of K.S.A. 79-201a Second, the Project purchased or constructed with the proceeds of the Bonds is eligible for exemption from ad valorem property taxes for up to 10 years, commencing in the calendar year following the calendar year in which the Bonds are issued, if proper application is made. The Issuer's governing body has further found that the Project should be exempt from ad valorem property taxes for a period of 10 years. Prior to making this determination, the governing body of the Issuer has conducted the public hearing and reviewed the analysis of costs and benefits of such exemption required by K.S.A. 12-1749d. NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF BEL AIRE,KANSAS: Section 1. Definition of Terms. All terms and phrases not otherwise defined in this ordinance will have the meanings set forth in the Bond Agreement and the Lease. Section 2. Authority to Cause the Project to Be Purchased and Constructed. The Issuer is authorized to cause the Project to be acquired, constructed and equipped in the manner described in the Bond Agreement and the Lease. Section 3. Authorization of and Security for the Bonds. The Issuer is authorized and directed to issue the Bonds, to be designated "City of Bel Aire, Kansas Taxable Industrial Revenue Bonds, Series A, 2012 (Century Manufacturing Project)dated as of their Issue Date in the aggregate principal amount of not to exceed $1,664,000 and Taxable Industrial Revenue Bonds, Series B, 2012 (Century Manufacturing Project) dated as of their Issue Date in the aggregate principal amount not to exceed $416,000, for the purpose of providing funds to pay the costs of acquiring, constructing and equipping the Project. The Bonds will be in such principal amount, will be dated and bear interest,will mature and be payable at such times, will be in such forms,will be subject to redemption and payment prior to maturity, and will be issued according to the provisions, covenants and agreements in the Bond Agreement. The Bonds will be in such principal amount, will be dated and bear interest,will mature and be payable at such times, will be in such forms,will be subject to redemption and payment prior to maturity, and will be issued according to the provisions, covenants and agreements in the Bond Agreement. The Bonds will be special limited obligations of the Issuer payable solely from the revenues from the Lease of the Project. The Bonds will not be general obligations of the Issuer, nor constitute a pledge of the faith and credit of the Issuer, and will not be payable in any manner by taxation. Section 4. Authorization of Bond Agreement. The Issuer is authorized to enter into the Bond Agreement with the Bank and the Tenant in the form approved in this ordinance. The Issuer W0601000.041\0RDIN 2 will issue and sell the Bonds and provide for payment of the Bonds and interest thereon from the revenues derived by the Issuer under the Lease and other moneys as described in the Bond Agreement, all on the terms and conditions in the Bond Agreement. Section 5. Lease of the Project. The Issuer will acquire, construct and equip the Project and lease it to the Tenant according to the provisions of the Lease in the form approved in this ordinance. Section 6. Approval of the Guaranty Agreement. The form of the Guaranty Agreement dated as of the Issue Date of the Bonds between the Tenant, the other guarantor(s) named, and the Bank, for the benefit of the owners of the Bonds is approved. Section 7. Authorization of Origination Fee. At or prior to the issuance of the Bonds,the Issuer will enter into an arrangement with the Tenant providing for the payment to the Issuer of an origination fee. Section 8. Execution of Bonds and Bond Documents. The Mayor of the Issuer is authorized and directed to execute the Bonds and deliver them to the Bank for authentication on behalf of the Issuer in the manner provided by the Act and in the Bond Agreement. The Mayor or member of the Issuer's governing body authorized by law to exercise the powers and duties of the Mayor in the Mayor's absence is further authorized and directed to execute and deliver the Bond Documents on behalf of the Issuer in substantially the forms presented for review prior to passage of this ordinance, with such corrections or amendments as the Mayor or other person lawfully acting in the absence of the Mayor may approve, which approval shall be evidenced by his or her signature. The authorized signatory may all sign and deliver other documents, or certificates as may be necessary or desirable to carry out the purposes and intent of this ordinance and the Bond Documents. The City Clerk or the Deputy City Clerk of the Issuer is hereby authorized and directed to attest the execution of the Bonds, the Bond Documents and such other documents, certificates and instruments as may be necessary or desirable to carry out the intent of this ordinance under the Issuer's corporate seal. Section 9. Tax Exemption. The Project will be exempt from ad valorem property taxes for 10 years, commencing in the calendar year after the calendar year in which the Bonds are issued. The Tenant will prepare the application for exemption and submit it to the Issuer for its review. After its review, the Issuer will submit the application for exemption to the State Court of Tax Appeals. Section 10. Pledge of the Project and Net Lease Rentals. The Issuer hereby pledges the Project and the net rentals generated under the Lease to the payment of the Bonds in accordance with K.S.A. 12-1744. The lien created by the pledge will be discharged when all of the Bonds have been paid or deemed to have been paid under the Bond Agreement. Section 11. Further Authority. The officials, officers, agents and employees of the Issuer are authorized and directed to take whatever action and execute whatever other documents or certificates as may be necessary or desirable to carry out the provisions of this ordinance and to carry out and perform the duties of the Issuer with respect to the Bonds and the Bond Documents. KMC\601000.041\ORDIN 3 Section 12. Effective Date. This ordinance shall take effect after its passage by the governing body of the Issuer, signature by the Mayor and publication once in the Issuer's official newspaper. PASSED by the governing body of the City of Bel Aire, Kansas this 4t" day of September, 2012. APPROVED AND SIGNED by the Mayor of the City of Bel Aire, Kansas this 4t' day of September,2012. [SEAL] y .r i } " C c ayor Attest: City Clerk KMC\601000.041\ORDIN 4 CERTIFICATE OF COPY I hereby certify that the attached copy is a true and correct copy of Ordinance No. 515 of the City of Bel Aire, Kansas duly passed by the governing body, signed by the Mayor and published in the official City newspaper on the respective dates stated in this ordinance, and that the signed original of such ordinance is on file in my office. [SEAL] / ,Y City Clerk kMC\601000.041\ORDIN 5 EXCERPT OF MINUTES OF A MEETING OF THE GOVERNING BODY OF THE CITY OF BEL AIRE,KANSAS HELD ON SEPTEMBER 4,2012 The governing body of the City of Bel Aire, Kansas, met in regular session at the usual meeting place in the City, at 7:00 p.m., the following members being present and participating, to-wit: President of the Council O'Donnell, Councilmembers Breault, Sly and Austin Absent: Mayor Smith and Councilmember Terrebonne The President of the Council declared that a quorum was present and called the meeting to order. (Other Proceedings) Thereupon,there was presented an ordinance entitled: AN ORDINANCE AUTHORIZING THE CITY OF BEL AIRE, KANSAS TO ISSUE ITS TAXABLE INDUSTRIAL REVENUE BONDS, SERIES A, 2012 AND SERIES B, 2012 (CENTURY MANUFACTURING PROJECT) IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $2,080,000 FOR THE PURPOSES OF ACQUIRING, CONSTRUCTING AND EQUIPPING A COMMERCIAL FACILITY; AUTHORIZING EXECUTION OF A BOND AGREEMENT BY AND BETWEEN THE CITY, CENTURY MANUFACTURING, INC., AS TENANT AND MIDLAND NATIONAL BANK, NEWTON, KANSAS; AUTHORIZING THE CITY TO LEASE SUCH FACILITY TO CENTURY MANUFACTURING, INC. AND AUTHORIZING EXECUTION OF A LEASE BETWEEN SAID CITY AND CENTURY MANUFACTURING, INC.; APPROVING THE FORM OF A GUARANTY AGREEMENT BY AND BETWEEN THE TENANT AND OTHER GUARANTORS NAMED THEREIN AND MIDLAND NATIONAL BANK; AND AUTHORIZING CERTAIN OTHER DOCUMENTS AND ACTIONS IN CONNECTION THEREWITH. Thereupon, Councilmember Breault moved that said ordinance be passed. The motion was seconded by Councilmember Austin. Said ordinance was duly read and considered, and upon being put,the motion for the passage of said ordinance was carried by the vote of the governing body,the vote being as follows: Aye: 4 Nay: 0 KMC\601000.041\ORDIN Thereupon, the Mayor declared said ordinance duly passed and the ordinance was then duly numbered Ordinance No. 515 and was signed by the Mayor and the signature attested by the City Clerk. (Other Proceedings) CERTIFICATE I certify that the foregoing Excerpt of Minutes is a true and correct excerpt of the proceedings of the governing body of the City of Bel Aire, Kansas held on the date stated therein, and that the official minutes of such proceedings are on file in my office. r [SEAL] City Clerk' KMC\601000.041\ORDIN 2 CERTIFICATE I certify that the foregoing Excerpt of Minutes is a true and correct excerpt of the proceedings of the governing body of the City of Bel Aire, Kansas held on the date stated therein, and that the official minutes of such proceedings are on file in my office. [SEAL] Z. City Clerk KMC\601000.041\ORDIN 3