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08-10474 Issue GO Bonds 2008-B1 1 1 [Published in The Salina Journal on December A 2008] ORDINANCE NO. 08-10474 AN ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2008-B IN THE MAXIMUM PRINCIPAL AMOUNT OF $3,525,000 OF THE CITY OF SALINA, KANSAS, FOR THE PURPOSE OF PAYING CERTAIN REDEVELOPMENT PROJECT COSTS IN CONNECTION WITH THE PROJECT PLAN; AND MAKING CERTAIN COVENANTS WITH RESPECT THERETO. WHEREAS, the City of Salina, Kansas (the "City"), is a first class city organized and existing under the constitution and laws of the State of Kansas; and WHEREAS, the City has the authority to adopt tax increment financing pursuant to the Kansas Tax Increment Redevelopment Act, constituting sections K.S.A. 12-1770 et seq., as amended (the "Act"); and WHEREAS, the City created the Lambertz Addition Redevelopment District (the "Redevelopment District") by the adoption of Ordinance No. 07-10428 on December 10, 2007, which Redevelopment District consists of a single Project Area; and WHEREAS, the City adopted the redevelopment project plan for the Project Area (the "Project Plan") by the adoption of Ordinance No. 08-10441 on March 17, 2008; and WHEREAS, the City has determined that it is necessary and desirable to issue its General Obligation Internal Improvement Bonds, Series 2008-B (the "Bonds"), in the maximum aggregate principal amount of $3,525,000 to pay a portion of the Redevelopment Project Costs, fund a debt service reserve fund, fund capitalized interest on the Bonds, and pay the costs of issuing the Bonds; NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS, AS FOLLOWS: Section 1. Definitions of Words and Terms. In addition to words and terms defined elsewhere in this Ordinance, the following capitalized words and terms as used in this Ordinance shall have the following meanings: "Redevelopment Project Costs" means those costs as defined in K.S.A. 12-1770a(o), that may be paid through tax increment financing and which the City has agreed to pay as eligible expenses under the Development Agreement between the City and Salina Partners, LLC dated as of March 17, 2008, as amended from time to time, and such other redevelopment project costs allowed under the Project Plan. "Tax Increment Fund" means the Tax Increment Fund of the City created for the Incremental Tax Revenues (as defined in the Indenture) of the Redevelopment District. Section 2. Authorization of the Bonds. The City is hereby authorized to issue and sell the Bonds in the original aggregate principal amount of not to exceed $3,525,000, the proceeds of which will be used to pay the Redevelopment Project Costs, fund a debt service reserve fund, fund capitalized interest on the Bonds and pay certain issuance costs related to the Bonds. The Bonds shall be (i) issued and secured pursuant to the herein authorized Indenture and (ii) shall be sold to Commerce Bank, N.A., Kansas City, Missouri (the "Purchaser"), pursuant to the official bid form submitted by the Purchaser. The Bonds shall be dated and bear interest, shall mature and be payable at such times, shall be in such forms, shall be subject to redemption ,and payment prior to the maturity thereof, and shall be issued and delivered in the manner prescribed in and shall be subject to such provisions, covenants and agreements, as are set forth in the Indenture upon the execution thereof. The signatures of the Mayor when executing such Indenture and the official bid form shall constitute conclusive evidence of the Mayor's approval and the City's approval thereof. Section 3. Security for the Bonds. The Bonds shall be general obligations of the City payable as to both principal and interest in part from Incremental Tax Revenues and, if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the City. The balance of the principal and interest on the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the City. The full faith, credit and resources of the City are hereby irrevocably pledged for the prompt payment of the principal of and interest on the Bonds as the same become due. The City shall deposit the Incremental Tax Revenues into the Tax Increment Fund. The moneys and securities now or hereafter held in, and moneys 'and' securities to be deposited in the Tax Increment Fund and all interest and earnings thereon and proc'eeds'thereof are hereby pledged to secure the payment of the Bonds. The moneys in the Tax Increment Fund shall be administered and applied solely for the purposes CL W and in the manner provided in this Ordinance and the Indenture. The Incremental Tax Revenues shall be determined and collected in the manner provided by law and as provided in the Indenture. Section 4. Levy and Collection of Tax. To the extent that the City is required to make any payments of principal of, redemption premium, if any, or interest on the Bonds, the governing body of the City shall annually make provision for the payment of principal of, premium, if any, and interest on the Bonds as the same become due by, to the extent necessary, levying and collecting the necessary taxes upon all of the taxable tangible property within the City in the manner provided by law. The taxes referred to ' above shall be extended upon the tax rolls in each of the several years, respectively, and shall be levied and collected at the same time and in the same manner as the other ad valorem taxes of the City are levied and collected. The proceeds derived from said taxes shall be deposited in the Bond and Interest Fund, shall be kept separate and apart from all other funds of the City shall thereafter be transferred to the Trustee for deposit in the Revenue Fund and shall be used solely for the payment of the principal of and interest on the Bonds as and when the same become due, taking into account any scheduled mandatory redemptions, and the fees and expenses of the Paying Agent. If at any time said taxes are not collected, in time to pay the principal of or interest on the Bonds when due, the Treasurer is hereby authorized;and directed to pay said principal or interest out of the general funds of the City and to reimburse said general funds for money so expended when said taxes are collected. Section 5. Authorization and Approval of Documents. The following documents are hereby approved in substantially the forms presented to and reviewed by the City at this meeting (copies of which documents shall be filed in the records of the City), and the City is hereby authorized to execute and deliver each of such documents to which the City is a party (the "City Documents") with such changes therein as shall be approved by the officer or officers of the City executing such documents, such officers' signatures thereon being conclusive evidence of their approval and the City's approval thereof - ( hereof: (a) Bond Trust Indenture dated as of December 15, 2008 (the "Indenture"), between the City and UMB National Bank of America, Wichita, Kansas, as trustee (the "Trustee"); (b) Continuing Disclosure Agreement dated as of December 15, 2008 (the "Continuing Disclosure Agreement"), between the City and the Trustee, as dissemination agent; and (c) Tax Compliance Agreement dated as of December 15, 2008 (the "Tax Compliance Agreement") between the City and the Trustee. Section 6. Preliminary and Final Official Statement. For the purpose of enabling the Purchaser to comply with the requirements af.l ule'�15c2-12(b)(1) of the Securities and Exchange Commission, the City hereby deems the information regarding?the City contained in the Preliminary Official Statement to be "final" as of its date, except for the omission of such information as is permitted by Rule 15c2 -12(b)(1), and the appropriate officers of the City are hereby authorized, if requested, to provide the Purchaser a letter or certification to such effect and to take such other actions or execute such other documents as such officers in their reasonable judgment deem necessary to enable the P�rchaser to comply with the requirement of such Rule. The final Official Statement is hereby authorized to be prepared by supplementing, amending and completing the Preliminary Official Statement, with such changes and additions thereto as are necessary to conform to and describe the transaction. The Mayor, City Manager, City Clerk, or Finance Director is hereby authorized to execute the final Official Statement as so supplemented, amended and completed, and the use and public distribution of the final Official Statement by the Purchaser in connection with the reoffering of the Bonds is hereby authorized. The proper officials of the City are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds. The City agrees to provide to the Purchaser within seven business days of the date of the sale of Bonds sufficient copies of the final Official Statement to enable the Purchaser to comply with the requirements of Rule 15c2 -12(b)(4) of the Securities and Exchange Commission and with the requirements of Rule G-32 of the Municipal Securities Rulemaking Board. t � '�j -2- Z W ca a U 1 Section .7. Sale of the Bonds. The sale of the Bonds to the Purchaser is hereby ratified and confirmed. The Mayor and Clerk are hereby authorized to execute the official bid form submitted by the Purchaser. Delivery of the Bonds shall be made to the Purchaser as soon as practical after the effective date of this Ordinance, upon payment of the purchase price set forth in the official bid form. Section 8. Execution of Bonds and Documents. The Mayor of the City is hereby authorized and directed to execute the Bonds and to deliver the Bonds to the Trustee for authentication for and on behalf of and as the act and deed of the City in the manner.provided in the Indenture. The Mayor of the City is hereby authorized and directed to execute the City Documents and such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance, for and on behalf of and as the act and deed of the City. The Clerk of the City is hereby authorized and directed to attest to and affix the seal of the City to the Bonds, the City Documents and such other documents, certificates and instruments as may be necessary. Section 9. Tax Covenants. The: ICity covenants and agrees that (a) it will comply with all applicable provisions of the Code, including Sections. 103 and 141 through 150, necessary to maintain the exclusion from federal gross income of the interest on the Bonds; and (b) it will not use or permit the use of any proceeds of Bonds or any other funds of the City, nor take or permit any other action, or fail to take any action, which would adversely affect the exclusion from federal gross income of the interest on the Bonds. The City will also adopt such other ordinances or resolutions and take such other actions as may be necessary to comply with the Code and with other applicable future law, in order to ensure that the interest on the Bonds will remain excluded from federal gross income, to the extent any such actions can be taken by the City. Section 10. ' Further Authority. The City shall, and the officers, employees and agents of the City are hereby authorized and directed to, take such action, expend such funds and execute such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance, and to carry out, comply with and perform the duties of the City with respect to the Bonds and the City Documents, including, but not limited to, agreements with respect to the investment of funds held under the Indenture. Section 11. Governing Law. This Ordinance and the Bonds shall be governed by and construed in accordance with the applicable laws of the State. Section 12. Effective Date. This Ordinance shall take effect and be in full force from and after its passage by the governing body of the City, and, publication in the official City newspaper. PASSED by the governing body'of °the City on December 8, 2008. (SEAL) Joh K. Vanier H, Mayor ATTEST: Shandi Wicks, Deputy City Clerk Bond Ordinance -3-