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HomeMy Public PortalAboutOrd 614 Issue IRBs Series 2017GILMORE & BELL, P.C. February 15, 2017 ORDINANCE NO. 614 OF THE CITY OF BEL AIRE, KANSAS AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $4,300,000 INDUSTRIAL REVENUE BONDS SERIES 2017 (WICKHAM GLASS PROJECT) KMC\b0101IO 711147 \ORDINANCE (Published in The Ark Valley News, February 23, 2017) ORDINANCE NO. 614 AN ORDINANCE AUTHORIZING THE CITY OF BEL AIRE, KANSAS TO ISSUE ITS INDUSTRIAL REVENUE BONDS, SERIES 2017 (WICKHAM GLASS PROJECT) FOR THE PURPOSE OF THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF AN EXISTING MANUFACTURING FACILITY; AND AUTHORIZING CERTAIN OTHER DOCUMENTS AND ACTIONS IN CONNECTION THEREWITH. THE GOVERNING BODY OF THE CITY OF BEL AIRE, KANSAS HAS FOUND AND DETERMINED: A. The City of Bel Aire, Kansas (the "Issuer") is authorized by K.S.A. 12-1740 et seq., as amended (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. 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 Industrial Revenue Bonds, Series 2017 (Wickham Glass Project) dated as of the Issue Date of the Bonds in the aggregate principal amount not to exceed $4,300,000 (the "Series 2017 Bonds"), for the purpose of paying the costs of the acquisition, construction and equipping of a certain existing manufacturing facility (the "Project") as more fully described in the Trust Indenture and in the Lease authorized in this Ordinance, for lease to DGM Properties, LLC, a Kansas limited liability company (the "Tenant") and for further sublease to Wickham Industries, Inc. (the "Subtenant"). C. The Issuer's governing body finds that it is necessary and desirable in connection with the issuance of the Series 2017 Bonds to execute and deliver the following documents (collectively, the "Bond Documents"): (i) a Trust Indenture dated as of the Issue Date of the Bonds (the "Indenture"), with UMB Bank, n.a., Wichita, Kansas, as Trustee (the "Trustee"), prescribing the terms and conditions of issuing and securing the Series 2017 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; (iii) a Bond Purchase Agreement (the "Bond Purchase Agreement") providing for the sale of the Series 2017 Bonds by the Issuer to Kansas City Financial Corporation, Kansas City, Missouri (the "Purchaser"); (iv) a Sublease Agreement (the "Sublease") between the Tenant, as lessor, and the Subtenant, as lessee; (v) a Tax Compliance Agreement among the Issuer, the tenant and the Trustee; and KMC\G01000.70I471ORDI Nn NCE (vi) an Agreement for Payment in Lieu of Taxes (the "Agreement for Payment in Lieu of Taxes") with the Tenant, under which the Tenant will make certain payments in lieu of taxes for each year after issuance of the Series 2017 Bonds that the Project is exempt from ad valorem taxation. D. The Issuer's governing body has found that under the provisions of K.S.A. 79-201a Twenty - Fourth, the Project purchased or constructed with the proceeds of the Series 2017 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 five (5) years, subject to an additional five (5) year term at the discretion of the Issuer, all subject to a payment in lieu of taxes for each year of the exemption, as more particularly described in the Agreement for Payment in Lieu of Taxes. 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 Trust Indenture 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 Trust Indenture and the Lease. Section 3. Authorization of and Security for the Bonds. The Issuer is authorized and directed to issue the Series 2017 Bonds, to be designated "City of Bel Aire Kansas Industrial Revenue Bonds, Series 2017 (Wickham Glass Project)" in the aggregate principal amount not to exceed $4,300,000, for the purpose of providing funds to pay the costs of the acquisition, construction and equipping of the Project. The Series 2017 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 Trust Indenture. The Series 2017 Bonds will be special limited obligations of the Issuer payable solely from the Trust Estate under the Indenture, including revenues derived from the Lease of the Project. The Series 2017 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 Indenture. The Issuer is authorized to enter into the Indenture with the Trustee in the form approved in this Ordinance. The Issuer will pledge the Trust Estate described in the Indenture to the Trustee for the benefit of the owners of the Series 2017 Bonds on the terms and conditions in the Indenture. 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 among the Tenant and the other guarantor(s) named, and the Trustee, for the benefit of the owners of the Series 2017 Bonds is approved. Section 7. Authorization of Bond Purchase Agreement. The Issuer is authorized to sell the Series 2017 Bonds to the Purchaser, according to the terms and provisions of the Bond Purchase Agreement, in the form approved in this Ordinance. KMC1601000.701471ORDINANC E 2 Section 8. Execution of Bonds and Bond Documents. The Mayor of the Issuer is authorized and directed to execute the Series 2017 Bonds and deliver them to the Trustee for authentication on behalf of the Issuer in the manner provided by the Act and in the Trust Indenture. 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 sign and deliver all other documents, certificates or instruments 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 Series 2017 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. Property Tax Exemption; Payment in Lieu of Taxes. The Project will be exempt from ad valorem property taxes for five (5) years, commencing in the calendar year after the calendar year in which the Series 2017 Bonds are issued, subject to an additional five (5) years at the discretion of the Issuer. 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 Board of Tax Appeals. The Issuer is authorized to enter into the Agreement for Payment in Lieu of Taxes in substantially the form presented for review prior to passage of this Ordinance. 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 Series 2017 Bonds in accordance with K.S.A. 12-1744. The lien created by the pledge will be discharged when all of the Series 2017 Bonds are paid or deemed to have been paid under the Indenture. Section 1 1. Authority To Correct Errors, Etc. The Mayor or member of the Issuer's governing body authorized to exercise the powers and duties of the Mayor in the Mayor's absence, the City Clerk and any Deputy City Clerk are hereby authorized and directed to make any alterations, changes or additions in the instruments herein approved, authorized and confirmed which may be necessary to correct errors or omissions therein or to conform the same to the other provisions of said instruments or to the provisions of this Ordinance. Section 12. 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 Series 2017 Bonds and the Bond Documents. Section 13. 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. [BALANCE OF THIS PAGE LEFT BLANK INTENTIONALLY] KMC1601000.7014710RDINANCE 3 PASSED by the governing body of the issuer on February 21, 2017 and APPROVED AND SIGNED by the Mayor. (SEAL) ATTEST: C c— ty Clerk [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] KMC1601000.701471ORDINANCE (Signature Page to Bond Ordinance) CERTIFICATE I hereby certify that the attached copy is a true and correct copy of Ordinance No. 614 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] KMC160I 000.70147\ORD I NA NC E City rk (Clerk's Certificate) (Published in The Ark Valley News on February 23, 2017) SUMMARY OF ORDINANCE NO. 614 On February 21, 2017, the governing body of the City of Bel Aire, Kansas passed an ordinance entitled: AN ORDINANCE AUTHORIZING THE CITY OF BEL AIRE, KANSAS TO ISSUE ITS INDUSTRIAL REVENUE BONDS, SERIES 2017 (WICKHAM GLASS PROJECT) FOR THE PURPOSE OF THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF AN EXISTING MANUFACTURING FACILITY; AND AUTHORIZING CERTAIN OTHER DOCUMENTS AND ACTIONS IN CONNECTION THEREWITH. The Ordinance authorizes the Issuer to issue its Industrial Revenue Bonds, Series 2017 (Wickham Glass Project) in the aggregate principal amount not to exceed $4,300,000 (the "Series 2017 Bonds"), for the purpose of paying the costs of the acquisition, construction and equipping of an existing manufacturing facility (the "Project"), as more fully described in the Trust Indenture and in the Lease authorized by the Ordinance. The Project will be leased by the Issuer to DGM Properties, LLC, a Kansas limited liability company, which will sublease the Project to Wickham Industries, Inc. In connection with the issuance of the Series 2017 Bonds, the Issuer approves a 5 year exemption from ad valorem property taxes for the Project, subject to an additional five (5) year term at the discretion of the Issuer, all subject to certain payments in lieu of taxes. A complete text of the Ordinance may be obtained or viewed free of charge at the office of the City Clerk. City Hall, 7651 E. Central Park Ave., Bel Aire, Kansas. A reproduction of the Ordinance is available for not less than 7 days following the publication date of this Summary at http://www.belaireks.org/. This Summary is hereby certified to be legally accurate and sufficient pursuant to the laws of the State of Kansas. DATED: February 21, 2017. City Attorney KMC\601000.70 I47\ORDI NANCE