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)