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Beech IRBINTERLOCAL COOPERATION AGREEMENT This Interlocal Cooperation Agreement pursuant to the Interlocal Cooperation Act, K.S.A. 12 -2901, et seq., as amended is entered into by and between Sedgwick County, Kansas, the City of Andover, Kansas, the City of Salina, Kansas and the City of Wichita, Kansas authorizing Sedgwick County, Kansas to issue its Industrial Revenue bonds pursuant to K.S.A. 12 -1740 to 12- 1749a, inclusive (the "Act ") for the purposes set forth herein. WHEREAS, pursuant to K.S.A. 12 -1740 to 12- 1749a, inclusive, as amended, (the "Act "), all cities and counties in the State of Kansas are authorized to issue revenue bonds, the proceeds of which may be used for the purpose of paying all or part of the cost of purchasing, acquiring, constructing, reconstructing, improving, equipping, furnishing, repairing, enlarging or remodeling facilities for agricultural, commercial, hospital, industrial and manufacturing purposes. WHEREAS, pursuant to K.S.A. 12- 1749(a), any city or county which has issued revenue bonds under the provisions of the Act are further authorized to issue refunding revenue bonds in the manner prescribed by and subject to the provisions of K.S.A. 10- 116(a); and WHEREAS, in accordance with the provisions of K.S.A. 12- 1741(a) and (b) cities and counties have no authority to issue such revenue bonds to finance facilities located outside the issuer's boundaries except as specifically provided therein; and WHEREAS, Sedgwick County, Kansas, the City of Andover, Kansas, the City of Salina, Kansas and the City of Wichita, Kansas (hereinafter referred to collectively as the "Participants ") have each heretofore issued or proposed to issue certain revenue bonds pursuant to the Act for the purposes of financing facilities which have been or are proposed to be leased to Beech Aircraft Corporation (hereinafter referred to as "Beech ") as more fully described in Exhibit A attached hereto and incorporated herein by reference; and WHEREAS, the Kansas Interlocal Cooperation Act, K.S.A. 12 -2901 et seq., as amended (the "Interlocal Cooperation Act ") , permits local governmental units to make the most efficient use of their powers by enabling them to cooperate with other localities, persons, associations and corporations on a basis of mutual advantage and thereby to provide services and facilities in a manner and pursuant to forms of governmental organization that will -1- accord best with geographic, economic, population and other factors influencing the needs and development of local communities; and WHEREAS, each Participant is a "public agency" as such term is defined in K.S.A. 12- 290 -3(a); and WHEREAS, Beech has requested that the Participants cooperate with one another to facilitate the financing of certain new and additional improvements to Beech's facilities located within the boundaries of the respective Participants and to refund certain other outstanding revenue bonds previously issued by the Participants pursuant to the Act, in order to secure to the Participants and to Beech the economic and other benefits to be derived through the orderly and efficient financing of facilities and refunding of outstanding indebtedness issued for the purposes of financing certain facilities leased and to be leased by the respective Participants to Beech; and WHEREAS, pursuant to the Interlocal Cooperation Act, the Participants are authorized and empowered to enter into Interlocal Cooperation Agreements and the governing body of each Participant has duly authorized the execution and delivery on its behalf of this Interlocal Cooperation Agreement for the purpose of establishing the relationships and respective duties and obligations of the parties hereto in accordance with the Act; NOW, THEREFORE, in consideration of the premises set forth herein, and of the mutual benefits to the Participants which shall accrue by virtue of this Interlocal Cooperation Agreement, the parties hereto agree as follows: Section 1. This Agreement shall remain in full force and effect until the principal of and interest on all revenue bonds and all sums of money with respect thereto have been paid in full or provision made for the payment thereof in accordance with the provisions of said bonds and related agreements authorizing and securing payment of said bonds; provided, however, that in no event shall the term of this Agreement extend for a period longer than forty (40) years commencing on the day hereof and terminating at 11:59 p.m. on December 10, 2029. Section 2. The Participants hereby severally covenant and agree that: (a) The Board of County Commissioners of Sedgwick County, Kansas, as issuer (hereinafter referred to as the "Issuer ") shall authorize and issue its revenue bonds pursuant to the Act for the purpose of financing the construction, reconstruction, improving, equipping, furnishing, repairing, enlarging or remodeling of facilities located within the boundaries of the respective Participants for commercial and -2- industrial purposes to be leased to Beech and to refund revenue bonds heretofore issued by the Participants with respect to facilities leased to Beech, all in accordance with the Act. (b) All bonds issued by Issuer shall recite therein that said bonds are issued by Issuer on behalf of and with the consent and approval of the City of Andover, Kansas, the City of Salina, Kansas and the City of Wichita, Kansas, respectively as Participants, and pursuant to the provisions of this Interlocal Cooperation Agreement. (c) The Issuer is authorized to execute and deliver on behalf of the Participants, indentures of trust, leases and such other documents and agreements as the governing body of the Issuer may determine to be necessary or desirable to secure payment of the bonds issued by Issuer and to evidence Issuer's security interests in the facilities financed through issuance of such bonds and that such other revenues or property which may from time to time be pledged to secure payment of said bonds. (d) The Issuer is further authorized to execute and deliver such other documents, agreements or certificates as shall be necessary to implement and carry on the intention of this Interlocal Cooperation Agreement. Section 3. The Participants hereby authorize the Issuer to engage in any and all acts and to exercise all of the authority and powers conferred upon the Participants by the Act and by the Interlocal Cooperation Act and with respect to any property located within the boundaries of the respective Participants including, but not limited to, the respective Participants authority to issue revenue bonds pursuant to the Act. Section 4. Issuer covenants and agrees that it will take no action under and pursuant to the terms of this Interlocal Cooperation Agreement which would result in the abatement of ad valorem taxes levied by Participants or by political subdivisions located within the boundaries of the Participants on or with respect to facilities leased to Beech without the express prior written approval of such Participant in accordance with the provisions of K.S.A. 12- 1741(a) and 12- 1741(b). Issuer further covenants that any payments in lieu of taxes received by the Issuer with respect to facilities located within the boundaries of the respective Participants shall upon receipt be forthwith allocated and transmitted to the Participants in accordance with the provisions of K.S.A. 12 -1742. The Participants agree that abatement of ad valorem taxes already in effect in connection with the issuance by the Participants of outstanding industrial revenue bonds shall not be affected in any way in connection with the -3- execution of this agreement or by the issuance by Issuer of refunding bonds for the purposes of refunding such outstanding revenue bonds of the Participants. Section 5. During the term of this Agreement, the Issuer shall maintain a written record which shall allocate the amount of bonds issued by the Issuer hereunder among the Participants in accordance with the amount of proceeds of such bonds utilitzed to provide facilities within the jurisidiction of each Participant. In no event may the total amount of bonds allocated to any Participant exceed the total amount of bonds authorized by such Participant pursuant to a letter of intent or inducement resolution duly approved by its governing body. Each Participant reserves the right to increase the amount of authorized bonds which may be allocated to it hereunder by adoption of either an additional letter of intent or inducement resolution. Section 6. The parties acknowledge and agree that from time to time machinery or equipment financed with the proceeds of bonds issued hereunder may be moved by Beech from facilities located in the jurisdiction of one of the Participants to facilities located in the jurisdiction of another Participant. The Issuer shall require Beech to report no less often than annually the description of any such relocated machinery or equipment and the amount of the cost thereof financed with the proceeds of bonds issued hereunder. The amount of bonds allocated to the Participant in which such machinery and equipment was originally located shall be reduced by the amount of the cost of such machinery or equipment financed with such bonds, and the amount of bonds allocated to the Participant in which such machinery or equipment is relocated shall be correspondingly increased to the extent that such amount is available under the terms of this Agreement for allocation to the Participant. Relocated machinery and equipment which qualifies for allocation to the Participant to which such machinery or equipment has been moved shall be entitled to any abatement of ad valorem taxes previously approved by Participant in accordance with Section 4 hereof, provided that the total period of abatement with respect to such machinery and equipment shall not be in any manner extended period to period of time otherwise allowed by law as a result of such relocation. The Issuer shall annually submit to each of the Participants a written report of the allocations made under this Agreement, including reallocations resulting from a change of location of machinery or equipment. Section 7. It is not anticipated that the Issuer or any of the Participants will incure any significant operating or other expenses in connection with the implementation of this Interlocal Cooperation Agreement. Participants hereby find and determine that it is not necessary to provide for the financing or budget of any such expenditures in association herewith. -4- Section 8. If one or more provisions of this Agreement are hereafter found void or unenforceable as provisions contrary to law the remaining provisions shall nevertheless continue in full force and effect, and only such provisions as are specifically found invalid shall be null and without effect. -5- :79CUTED AND DELIVERED this 11thday of December , 1989. (Seal) Attest: (Seal) Attest: (Seal) Attest: )NQAA�A� SEDGWICK COUNTY, KANSAS CITY OF ANDOVER, KANSAS S By: CITY OF SALINA, KANSAS m I: �._��.� CITY OF WICHITA, KANSAS By: . ' 1 �'' `' '• '', • �o c : n (Seal) Attest: (Seal) Attest: (Seal) Attest: )NQAA�A� SEDGWICK COUNTY, KANSAS CITY OF ANDOVER, KANSAS S By: CITY OF SALINA, KANSAS m I: �._��.� CITY OF WICHITA, KANSAS By: ATTORNEY GENERAL'S APPROVAL The above and foregoing in proper form and compatible and is hereby approved pu amended, this 20thday of Dec Interlocal Cooperation Agreement is with the laws of the State of Kansas rsuant to to K.S.A. 12- 2904(f), as ember , 1989. -7- ROBERT T. STEPHEN Attorney General of the State of Kansas By: Deputy Attorney General I. - '` EXHIBIT "A" 1. $5,300,000 5. $42,760,000 City of Wichita, Kansas Sedgwick County, KS Taxable Industrial Revenue Bonds Industrial Revenue Bonds (Beech Aircraft Corporation) (Beech Aircraft Corporation) Series III, 1984 Series 1986 Dated October 1, 1984 Dated December 19, 1986 2. $22,100,000 Sedgwick County, Kansas Industrial Revenue Bonds (Beech Aircraft Corporation) Series II, 1984 Dated October 1, 1984 3. $28,500,000 Sedgwick County, Kansas Industrial Revenue Bonds (Beech Aircraft Corporation) Series III, 1984 Dated December 19, 1985 4. $56,000,000 Sedgwick County, Kansas Industrial Revenue Bonds (Beech Aircraft Corporation) Series 1985 Dated December 17, 1985 on: 9 6. $32,920,000 Sedgwick County, Kansas Industrial Revenue Bonds (Beech Aircraft Corporation) Series 1987 Dated December 16, 1987 7. $485,000 City of Andover, Kansas Industrial Revenue Bonds (Beech Aircraft Corporation) Series 1987 Dated December 16, 1987 8. $28,280,000 Sedgwick County, Kansas Industrial Revenue Bonds (Beech Aircraft Corporation) Series 1988 December 15, 1988 n SEDGWICK COUNTY, KANSAS County Manager's Office 525 N. Main, Suite 343 Wichita, KS 67203 (316) 383 -7575 FAX (316) 383 -7055 Jarold D. Harrison Interim County Manager January 3, 1991 Mayor Jack Finlason City of Andover, Kansas Mayor Robert E. Frank City of Salina, Kansas Mayor Bob Knight City of Wichita, Kansas RE: Taxable Industrial Development Revenue Bonds Series 1990 (Beech Aircraft Corporation) Dear Sirs In accordance with the Interlocal Cooperation Agreement dated De- cember 20, 1989, Sedgwick County issued $53,000,000 of Taxable Industrial Development Bonds, Series 1990 (Beech Aircraft Corporation), dated De- cember 26, 1990. The allocation of proceeds from the Series 1990 Bonds is listed on Exhibit A (see attached). This letter shall serve as an annual report pursuant to Section 6 of the Interlocal Cooperation Agree- ment. Sincerely, ierLL Louanna HoneycuttkA Executive Officer LH:ler ATTACHMENT CC: Jarold Harrison, Interim County Manager I� I EXHIBIT A SOURCES AND ESTIMATED USE OF BOND PROCEEDS APPLICATION OF FUNDS Sources of Funds: Use of Funds: Butler county Building $ Equipment & Machinery 58,676.04 $ 829,009.06 Costs of Issuance $ 578.00 $ 888,263.10 Saline County Building Equipment & Machinery $ 322,777 74 $1,897,031.49 Costs of Issuance $ 1,454.00 $2,221,263.23 Sedgwick County Building Equipment & Machinery $11,073,530.05 Costs of Issuance $38,783,975.62 $ 32,968 00 $49,890,473.67 TOTAL $53,000.000 00 J CLARK, MIZE & LINVILLE CIIARTRRRD L. O. BENGTSON JAMB P. MIZE AUDREY 0. LINVILLE 1p1 °3r"J JAMES T. GRAVES ATTORNEYS AT LAW PETER L. PETERSON JOIIN W. MIZE P.O. BOX 380 GREG A. BENOTSON 129 SOUTH BIORTR LAWfON M. NUSS SALINA, KANSAS 67602.0360 MICKEY W. MOSIER TELSPIIONB (913) 6156325 DANA P. RYAN PAX: (913) 123-1666 C. L. CLARK S. ANDREW NEIDRICK .1 c0a.,., April 5, 1990 James M. G gory Director orporate Affairs Beech x3rcraft Corporation P.O./13ox 85 Wiphita, KS 67201-0085 Beech Aircraft Corporation Revenue Bond Issue and Interlocal Cooperation Agreement - City of Salina legal expenses Dear Jim: our records show that the statement for the City of Salina's legal expenses in the above referenced matter which we transmitted to you on December 8, 1989 remains unpaid. Enclosed is a balance forward statement. Please let me know if there is a problem or if I should be checking with anyone else in your organization about this type of matter. Thank you. Sincerely, CLAP, , MIZE & LINVILLE, CHARTERED jy Grg�.L ngtson At o ney - City of Salina Cc. Winton M. Hinkle bc. Dennis M. Kissing r Robert K. Biles I S T A T E M E N T Clark, Mize & Linville, Chartered 129 South Eighth - P. O. Box 380 Salina, KS 67402 -0380 913 823 -6325 Fed. ID #48- 0767062 Robert K. Biles City of Salina P. 0. Box 736 Salina, KS 67402 -0736 Re: Beech Industrial Revenue Bonds 7695 Balance from previous statement Please pay this amount 90 days $1392.50 60 days $0.00 30 days $0.00 U Please makeccheck payable to "Clark, Mize & Linville, Gl C ` a C11 CZ) f 1 03/21/90 (SC -BIRB) Chtd." $1392.50 $1392.50 a CLARK, MIZE & LINVILLE CIIARTERED L- O.BENGTSON JAMES P. MIZE AUB0.EV G. LINVILLE Ivu -1Mq JAMES T. GRAVES ATTORNEYS AT LAW PETER L PETERSON JOHN W. MIZE P.O. 80%380 GREG A. BENGTSON 129 SOUTH EIGHTH LARTON M. NUSS SALINA. KANSAS 63.02.0190 MICKEY W. MOSIER TELEPHONE (913) 823 -6321 DANA P. RYAN FAX: (913) 823-1868 C- L. CLARK S. ANDREW HEIDRICK oP CO�ns ci December 8, 1989 James M. regory Direct - Corporate Affairs Beec Aircraft Corporation P.O Box 85 W hita, KS 57201 -0085 Re: Beech Aircraft Corporation Revenue Bond Issue and Interlocal Cooperation Agreement Dear Jim: I have confirmed that the City Manager's office forwarded the signature copies of the Interlocal Agreement to Winton Hinkle via Federal Express on Tuesday, December 5. I trust those have been received and that we have taken care of all that you needed from the City of Salina at this stage of the matter. Now that the Salina City Commission has approved the Interlocal Cooperation Agreement, it seemed to be a logical time to provide you with a statement for the City's legal expenses. Enclosed is our statement which shows an itemization of the legal work required from the outset of the matter. By copy of this letter I am also providing bond counsel with a copy of our statement. Please let me know if either of you have any questions. We hope the very innovative approach outlined in the Interlocal Cooperation Agreement works well for you. Thank you. Very truly yours, CLARK, MIZE & LINVILLE, CHARTERED Greg A. Bengtson City Attorney - City of Salina GAB /sg enc. CC. Winton M. Hinkle w /enclosure bc. Dennis M. Kissinger Robert K. Biles / S T A T E M E N T Clark, Mize & Linville, Chartered 129 South Eighth - P. O. Box 380 Salina, KS 67402 -0380 913 823 -6325 Fed. ID #48- 0767062 Robert K. Biles City of Salina P. O. Box 736 Salina, KS 67402 -0736 Re: Beech Industrial Revenue Bonds 7695 Date Emp Services Hours 02/29/88 GAB Telephone call to City Clerk; return telephone call from Winton Hinkle; letter to Winton Hinkle; research on legal nature of Salina Airport Authority and potential for combined bond issue out of Wichita 1.00 02/29/88 LOB Office conference with Greg Bengtson regarding IRBs (Beech) (.2 NO CHARGE) 0.20 03/01/88 GAB Work on letter to Winton Hinkle 0.50 03/01/88 LOB Conference with Greg Bengtson; work on correspondence to Hinkle pertaining to Airport Authority 0.20 03/04/88 GAB Work on approach on IRB's 0.20 03/08/88 GAB Telephone conference with City Manager regarding bond counsel's opinion on Salina Airport Authority v. City issuance 0.30 03/16/88 GAB Receive and read IRB request information from Winton Hinkle; outline questions for City 0.80 03/25/88 GAB Work on notice of public hearing and scheduling of agenda matters 0.40 03/26/88 GAB Read correspondence and revised page for request booklet 0.20 03/29/88 GAB Telephone call to Clerk's office regarding notice of public hearing; work on notice of public hearing; telephone call to Clerk's office on revisions 1.10 03/29/88 LOB Work on matters regarding resolution of intent and Notice of hearing 0.40 04/05/88 GAB Work on proposed resolution of intent; consultation with City 12/08/89 (SC -BIRB) Amount S T A T E M E N T City of Salina Re: Beech Industrial Revenue Date Emp Services Hours Manager on terms of resolution of intent;,telephone conference with Clerk's office 0.60 04/05/88 LOB Work on resolution of intent 0.20 04/07/88 GAB Consultation with Clerk's office on modification to resolution of intent; telephone call to Winton Hinkle's office 0.40 04/08/88 GAB Telephone call to Winton Hinkle's office (from City Hall); work on letter to Winton Hinkle outlining revisions to resolution of intent 0.40 04/08/88 GAB Telephone call to City Manager; work on agenda item; office conference with Clerk's office; office conference with City Manager 0.70 04/11/88 GAB Obtain signed copy of approved resolution of intent; letter to Winton Hinkle 0.20 10/22/88 GAB Read memo and information provided by City Manager; research on IRB law and proposed interlocal agreement 1.10 10/28/88 GAB Review proposed joint issuance of IRBs; conference with City Manager on interlocal agreement on IRB issuance 0.90 10/28/88 LOB Work on request for interlocal agreement regarding IRBs for Beech 0.30 11/04/88 GAB Further review of proposed interlocal agreement; telephone call to Winton Hinkle's office 0.90 11/07/88 GAB Telephone call to Winton Hinkle; telephone call to Wichita City Attorney's office; meeting with Winton Hinkle and City Commission on Back IRB proposal 1.30 01/19/89 GAB Return telephone call from Winton Hinkle 0.10 11/08/89 GAB Read letter from Winton Hinkle; read letter from Jim Gregory; read current version of proposed interlocal agreement 0.70 11/09/89 GAB Telephone call to Dennis on Page 2 12/08/89 (SC -BIRB) Amount �r Page 3 Please pay this amount $1392.50 Please make check payable to "Clark, Mize & Linville, Chtd." S T A T E M E N T City of Salina 12/08/89 Re: Beech Industrial Revenue (SC -BIRB) Date Emp Services Hours Amount interlocal proposal 0.20 12/01/89 GAB Work on resolution authorizing interlocal agreement; office conference with City Manager; telephone call to Winton Hinkle; telephone conference with City Manager 1.30 12/02/89 GAB Telephone call to The Salina Journal (.3 NO CHARGE) 0.30 --- Subtotal - FEES only: 12/02/89 --- - - - - -- ----- 14.90 - - -- -- ----- - - - - -- $1384.50 - - - - -- Employee Class Hours Rate Amount L. 0. Bengtson 1.30 110 143.00 Greg A. Bengtson 13.60 95 1292.00 Date Emp Reimbursable Cost Items Amount 01/19/89 Long distance calls 8.00 Subtotal - REIMBURSABLE COSTS only: 12/02/89 $8.00 Current charges through 12/02/89 $1392.50 Please pay this amount $1392.50 Please make check payable to "Clark, Mize & Linville, Chtd."