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HomeMy WebLinkAboutIssuance of Industrial Development Bonds137 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE CITY OF PADUCAH, KENTUCKY PROVIDING FOR THE ISSUANCE OF CITY OF PADUCAH, KENTUCKY INDUSTRIAL DEVELOPMENT BONDS, 1982 SERIES A WAGNER ENTERPRISES VI, LTD., PROJECT AND AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT BY AND BETWEEN THE CITY AND WAGNER ENTERPRISES VI, LTD., RELATING 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 to cause 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 manufactures to construct and expand industrial facilities in the City of Paducah, Kentucky; and WHEREAS, the City is authorized by the Act to acquire, construct and improve, or cause to be acquired, constructed and improved, industrial facilities; and WHEREAS, the City is authorized by the Act to issue revenue bonds (the "Bonds") payable solely from the revenues and receipts derived from 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 VI, LTD. (the "Company"), a l limited partnership duly organized under the laws of the Commonwealth of Kentucky, proposes to build a new industrial building, as defined in the Act, in the City of Paducah, if the Bonds are issued to finance the construction, equipment and expansion of such plant (the "Project"); and WHEREAS, the Bonds shall not be payable from the revenues of the City other than those derived from the Company pursuant to a financing agreement (the "Agreement") and related financing documents and shall never constitute an indebtedness of the City; WHEREAS, the City proposes to enter into a Financing Agreement with respect to the Project with the Company, whereby the Company will covenant and agree to pay principal, premium, if any, and interest on the Bonds, together with all trustee's and paying agent's fees in connection with such Bonds as the same come due and payable; t and WHEREAS, it is deemed necessary and advisable that a Memorandum of Agreement between the City and the Company be executed setting forth the agreements of the parties with respect to the acquisition and construction of the Project and the issuance of the G~° ~ ~ Bonds to defray the costs thereof; ~~ 138 NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF PADLiCAH AS FOLLOI9S 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 authorized. 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 lesee or owner, in order that the Company may give employment to citizens and residents of the community and inasmuch as the Company requires for its operations the installation of certain equipment and devices which it is peculiarly equipped to install, and inasmuch as the Company is better 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 declared that construction of the proposed facilities should be undertaken by the Company. Accordingly, the Company is hereby empowered and authorized to formulate and develop plans and designs for the Project, and to enter into such contracts and undertakings as may be required for the complete construction and installation of the Project. SECTION 3. For the purpose of paying the cost of the Project, the City will issue City of Paducah Industrial Development Bonds, 1982 Series (a Wagner Enterprises VI, Ltd. Project) (the "Bonds") now in an amount estimated not to exceed seven hundred thousand dollars ($700,000.00). The Bonds shall 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, shall be subject to redemption prior to maturity, shall have such provisions with respect to registration, shall be in such form and shall have such other details and provisions as shall be prescribed by an indenture of Trust (the "Indenture") to be entered into by the City and a bank acting as Trustee. SECTION 4. The Bonds shall be limited obligations payable solely by Wagner Enterprises VI, Ltd., and shall not be considered general obligations of the City or the Commonwealth of Kentucky. The holders of the Bonds shall never have the right to demand payment from moneys derived by taxation or any other revenues of the City, except those revenues pledged to the payment of the Bonds in the manner provided in the Indenture. 139 SECTION 5. Prior to_or contemporaneously with the delivery of any Bonds, the Company will enter into a financing agreement with. the City under the terms of which the Company will obligate itself to complete the acquis.itio.n and construction of the Project and to pay to the City sums sufficient in the aggregate to pay the principal of, interest on,- anal premium, if any, o.f the proposed Bonds-, as anal 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 Company, which may_incl.ude a covenant on. behalf of the Company to pay each year to all taxing authori.ties_an amount equal to the ad valorem taxes which. would have been,due had the pr-operty remained on the tax rolls, if for any reason the property is. removed from the tax rolls, less the amount of the ..leasehold tax under KRS 132.020 if applicable. It is agreed that the Company,, or a related company, will enter into a guaranty agreement with the Trustee appointed by the City-in which it will guarantee th,e payment of a1L 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 o.f the Boar-d 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 City shall not be, subject to any personal liability or accountability by-reason of th,e adoption hereof. SECTION 7. Any action heretofore taken by the Company in initiating the acquisition 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 103.230, the Company 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 will 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 Special Counsel for the City and shall be authorized and directed to file any suit and take any other legal action. necessary and customary in the e$tablishment of prerequisites to the issuance of. the Bonds. The firm of Peck, Jackson ~ Shoup, Paducah, Kentucky, is designated as Special Counsel for the 140 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 ensure the acquisition, improvement, installation and construction of the Project in the City with resultant public benefits which will 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 Agreementsby and between the Company and City, substantially in the form and with-the contents set forth in Exhibit A attached hereto and incorporated herein by reference, is hereby approved and the Mayor is hereby authorized and directed to execute and deliver said Memorandum of Agreement, and the Clerk of the City to attest his signature thereto. SECTION 11. The expenses and fees in connection with the issuanc-e of th-e Bonds shall be borne completely by the Company or be paid out of the proceeds of the Bonds. SECTION 12. The City Clerk is hereby authorized and directed 'to distribute copies of this resolution to the Company and to do such further things or perform such acts as maybe 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 proposed revenue bonds, within the meaning of the Federal Income Tax Regulations. SECTION 14. This resolution shall take effect upon its adoption. The City shall cause to be published in the newspaper authorized to publish official advertisements of~the City the title of this resolution, together with a statement signed by the City 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 for construction and installation of the industrial building, and the fact that the revenue bonds are to be retired from the proceeds of the lease payments or loan payments as set forth in KRS 103.200 to 103:285, inclusive. The form of such publication,--attached hereto as Exhibit B and made a part hereof, is hereby approved for the purposes of such publication. INTRODUCED, SECONDED AND ADOPTED AT A MEETING OF THE BOARD OF COMMISSIONERS OF THE CITY OF PADUCAH, KENTUCKY, held on the 27th 141 day of April, 1982, on the same occasion signed in open session by the Mayor as evidence of his approval, attested by the City Clerk, ordered filed as required by law and declared to be in full force and effect. (SEAL) John K. Penrod Mayor ATTEST: Louise McKinney City Clerk CERTIFICATION I, the undersigned, do hereby certify that I am the duly qualified and acting City Clerk of the City of .Paducah, Kentucky, and as such City Clerk I further certify that--the foregoing is a true, correct and complete copy of a Resolution duly adopted by the Board of Commissioners of said City at a regular meeting held on the 27th day of April, 1982, 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 my control. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said City this 27th day of April, 1982. Louise McKinney City-Clerk of the City of Paducah (SEAL)