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RESOLUTION -BOND ISSUE -WAGNER
A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE CITY OF
PADUCAH, KENTUCKY, PROVIDING FOR THE ISSUANCE OF CI?Y OF PADUCAH,
KENTUCKY;' INDUSTRIAL DEVELOPMENT BONDS, 1980 SERIES., A WAGNER. ENTERPRISES
IV, LTD., PROJECT AND AUTHORIZING THE EXECUTION OF A MEMORANDUM OF
AGREEMENT BY AND BETWEEN THE CITY AND~WAGNER ENTERPRISES IV, LTD., RE-
EATING TO THE BOND ISSUE.
WHEREAS,. pursuant to and in accordance with the ..provisions of KRS
103.200 to 103.285, as amended (the "Act") , the City of Paducah; Kentucky (the "City")
proposes to undertake the acquisition, construction and financing of the Project
referred to below so as to promote the economic development 'of the Commonwealth, to
relieve conditions of unemployment and to encourage the increase of industry in
this state by providing an inducement to manufacturers to construct and expand'
industrial facilities in the City of Paducah, Kentucky;` and ~ -
WHEREAS; :the City is authorized: by the. Act ~to acquired, construct and
improve, or cause to be. acquired:, constructed and+improved, industrial facilities;:sand
WHEREAS, the City is authorized by the Act to issue revenue bonds, {'the
"Bonds") payab a solely'from the revenues and receipts derived firom the loan of
the bond. proceeds or .sale -or leasing of the facilities acquired and constructed
through the issuance of such revenue bonds; and
- 'WHEREAS, WAGNER ENTERPRISES- IV, -LT~D~. (the "Company"), a 1;imited
partnership duly organized~~under "the laws of~the.Commonwealth of Kentucky, proposes
to build- a `new -industriah°~buiiding, as defined:.in the Act, in the City of Paducah,. if
the: Bonds are: issued" to finance fhe construction, equipment and expansion of such
plant (the `'"Project"); and -
WHEREAS; the Bonds shat ~ not be payable .frorrr`-the revenues 'of `the City
other. than those derivied from. the Company: pursuant to a financing agreement (the
Agreement") arid.- vela-ted fira'nci~g documents and. shall never constitute- an: indebted-:
Hess of'the City; ~ -
WHEREAS, the City proposes to enter into a Financing Agreement with
respect Ito the"Projeot with the Company; whereby ~thei Company- will covenant and
agree to :pay. principal, premium, if any,: and interest on the Bonds, together with
all tru'stee's and paying agent's fees in.•connection with such~Bonds as -the same come
due and payable; and-'
1NHEREAS; it is:'deem~ed•'~necessary and ~advisabl:e tha~t=a Memorandum ot~
Agreement between the City and the Company be executed ~ setting :forth the agree-
mants of the parties with respect to the acquisition -and construction of the Project
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and the issuance of the Bonds to defray the costs thereof;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS
OF THE CITY OF PADITCAH AS 'FOLLOWS: -
SECTION 1. That the "Project;` a warehouse facility of approximately
thirty-five thousand (35,000). square feet, constitutes an ".industrial building" "under
the Act.
SECTION 2. That-the acquisition, construction and improvement. of the - `
Project by the Company be and the same are hereby authorised. Inasmuch as the"'~
Project will be undertaken, and the facilities will be acquired, constructed and
installed, -for the purpose of conforming to the requirements of the Company; as
lessee or owner, in order that the Company may give employment to. citizens and
residents of the community and inasmuch as the Company required for its operations
the installation of certain equipment and devices which if is peculiarly equipped to
install, and inasmuch as the Company is bettee able to judge its requirements' as
the work progresses than the City 'can reasonably be expected to 'do, -and the `Company
possesses more expertise .in such matters,., it -is.hereby found, determined and de-
Glared that construcfii.on of the: proposed- facilities should be undertaken by the
Company. Accordingly, the-Company is hereby empowered and authors"zed to formu-
late and develop plans and designs for' the Project, and to enter into such contracts
and underta°kings as -may be requf.red for the complete construction and installation
of the Project.
SECTION 3. For tfie -purpose of paying` the cost of the'' Project, the. City
will issue City of Paducah lndustriat .Development Bonds, ~ 1980' Series A (Wagner
Enterprises 1V, Ltd . Project) . (the "Bond ") now in, ~an' amount estimated not to :exceed
six hundred thousand dollars °($60~,-000 ~00) : The. -Bonds halo bear interest at the
rates, shall be initially issued in coupon form, shall be in such denominations.;
shall be numbered,- shall be"'dated; shall mature, , steal°i be •subject to" redemption
prior to maturity, shaal~ have such-:pr.:ovisians with respect~to registration, sha-II be
in such form .and. shall haves such:`other details -:and provisions as sha'la be prescribed.
by an indenture of Trust (the "Indenture") to be entered into by the C.i-ty and a bank
acting as :Trustee . -
SECTION 4. ~ The Bonds-shall be. limited ob igations' payable solely by
Wagner Enterprises IV, Ltd.; and shall not be considered general °obligations ~~
of the City, or the Commonwealth of Kentucky. The holders of the Bonds steal . ...
never have the right to demand payment from moneys derived by taxation ~of any
other re~enues~ of the City except-those revenues_ paedged to .the payment :of the
Bonds in the manner .provided- in the Indenture: ~ • '
SECTION 5..' :.Prior to or contemporaneously- with ~ the delivery of any Bonds,
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the Company will enter into a financing agreement with the City under the terms of
which the Company will. obligate itself to complete the acquisition and construction
of the Project and to pay to the City sums sufficient in the aggregate to -pay the
principal of; interest on, and premium., if any,' on the proposed Bonds, as and when
said Bonds shall become due and payable,: such :financing agreement to contain such
other provisions as shall be mutually acceptable to the City and the Compan~r, which
may include a covenant on behalf of the 'Company:: to pay each year to all taxing
authorities an~ amount equal to the ad valorem taxes which- would have been due had
the property remained on-the tax rolls, if for anyreason the property is removed
from the tax rolls, Less the amount of the leasehold tax under KRS 132.020 if ap-
plicable. It is agreed that the Company, or a related company, wi_II enter into a
guaranty agreement .with the Trustee appointed by the City in which it will guarantee
the payment of all ~ principal and interest-on the ~ Bonds.
SECTION- 6. -No covenant, stipulation, .~ obligation .or agreement herein
contained shall be deemed to be a covenant, stipulation, obligation or agreement of
any member of the Board of Commissioners :of the City or of any officer, agent or
employee of the City in his individual capacity and the members ~of°the Board of
Commissioners-of the Ctty shall--not be subject~to any personal liability- or account-
ability by reason~~:of the adoption hereof.. -
SECTION+. 7: -Any action heretofore taken by 'the Company in in'raiating
the acqui-siti,on'and construction of~~the Project is hereby ratified, confirmed and
approved, -and.. the Company is -hereby authorized to commence such acquisition and
construction : -
SECTION 8. Pursuant to KRS ];03.=230, the Gom"parry: has. requested that
sale of the Bonds be made. privately, if, possible, upon a negotiated basis. The
Company is authorized. to =select proposed purchasers. to °prepare and submit to the
City proposals for the purchase of the Bonds. The identity :of any of~the- purchasers
of the Bonds and the terms of sale of the Bonds v~cil.l ~be~subject to~'the approval ~of
the City:
SECTION 9. A-law firm:; mutually acceptable 'to the:~:.Company' and. the City
shall act as Bond Counsel- and°~~Speci~al Counsel for the City and shahC :be authorized
and directed to-file any- suit and take any---otherlegal action necessary- and customary
in the establishment of prerequisites to the :issuance of the: Bonds. The firm of Peck
and Jackson, Paducah, Kentucky, is designated as Special Counsel for the City and
said Special Counsel and the Corporation Counsel are each authorized and directed
to assist Bond Counsel in any appropriate manner.
SECTION 10.
In order to insure the acquisition, improvement, installation
and construction of the Project in the City with resultant public benefits which will
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flow therefrom, it is -deemed necessary and advisable that the Memorandum of
Agreement. hereinafter referred, to be approved and .executed for and on behalf of
the City. • Accordingly, the Memorandum of Agreement by and between -the Company
and City; substantially in-the-forrn andwith the :contents se# forth in Exhibit A =
attached-hereto and° incorporated> herein -by reference, i hereby approved- and the
Mayor -is -hereby_:authorized<°and 'di`rected Ito ~execu~te and -deliver said "M'emorandwm
of Agreement,: and the Clerk of-the-G~ty'to .attest his'signature thereto: -
SECTION- Art . The expenses- and fees in connection with the issuance of
the Bonds. shall •be bor:ne :completety-by the Company or- be~paid out of the` proceeds
of the Bonds... - _ _
SECTION 12-: The c,ay Clerk. •is hereby :auahorized 'and directed to dis- "=
tribute copies of, thi-s, resolution to -the Company and to :do such further things 'or
perform such acts as may be necessary: or convenient to implement the provisions
of this resolution and. take-other actions to induce the Company to construct the
Project. -
SECTION 13: This resolution shall constitute such` "official action" on
the part of the City and- Board of Commissioners toward the 'issuance of the pro-~
posed revenue bonds,: within the meaning- of the Federal Lncome Tax Regulations.
SECTION 14. This resolution shall take effect upon its adoption. The
City shah-cause to- be~ published in• the newspaper' authorized to publish official
advertisements of the City ~th~e title of this resoluaibn;~ together with a statement
signed by~:the :Clay Clerk,- setting forth the. estimated amount of the bond ~ issue, 'the
name of the Company which will lease the industrial building or be loaned-the ~ -
proceeds-fora construction and installation" of-the industrial building, and the fact
that the- revenue bond's "are to be retired from the .proceeds of the lease -payments or
loan payments as set forth irr KRS 103.200 to 103.285, inclusive. The form- of such
publication, attached .hereto~as Exhibit B and made a part 'her'eof, i hereby ap-
proved _for ahe purposes. of s:ach 'publication. -
INTRODUCED, SECONDED AND ADOPTED AT A MEETING OF THE BOARD
OF COMMISSIONERS ~OF THE- CITY OF PADUCA~H, - KENTl1CKY; held on 'the 11th day
of November:, • 1980 .: ~on ;thesame occasion -s:'rgned in open -session by 'the Mayor as
evidence.=of his a:ppr-..oval; attested by the City Clerk, ordered- filed as required' by
law- and declared to be in full force-and -effect, -
_ ~ -
~ r
_ :.. _ Mayor
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ATTEST:
...
City Clerk _ _ . ~ -
` CERTIFfCATION
I, the, ,undersigned, do hereby certify that 1 am the duly _qual ified and,
acting City Clerk of the. City. of Paducah, Kentucky, and as such, City .Clerk 1
further certify that the foregoing. is.a true, correct and complete copy of a, Reso-
lution duly adopted by the Board of Commissioners of said City at a regular meeting
held on November 11, 1980, ,on the same occasion. signed by the Mayor of the City and
now in full force and effect, ,all as appears from, the official records of .said City
in. my_ possession and under by control .,
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
seal of. said City this ~-day of November, 1980.,
~~ ~~ LS~
_ ., ..:
City Clerk of the City of Paducah-