90-9369 IRB Windsor Nursing1
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HINKLE, EBERHART & ELKOURI
ORDINANCE NO. 90-9369
OF THE
CITY OF SALINA, KANSAS
AUTHORIZING THE ISSUANCE OF
CITY OF SALINA, KANSAS
INDUSTRIAL REVENUE REFUNDING BONDS
SERIES A, 1990
(WINDSOR NURSING HOME ASSOCIATES, INC.)
CITY OF SALINA, KANSAS
TAXABLE INDUSTRIAL REVENUE BONDS
SERIES B, 1990
(WINDSOR NURSING HOME ASSOCIATES, INC.)
(Published in The Salina Journal, January 127, 1990)
ORDINANCE NO. 90-9369
AN ORDINANCE AUTHORIZING THE CITY OF SALINA,
KANSAS TO ISSUE ITS,INDUSTRIAL REVENUE REFUNDING
BONDS (WINDSOR NURSING HOME ASSOCIATES, INC.),
SERIES A, 1990, IN THE AGGREGATE PRINCIPAL AMOUNT
OF $1,265,000 FOR THE PURPOSE OF REFUNDING
CERTAIN OUTSTANDING CITY OF SALINA, KANSAS
NURSING HOME REVENUE BONDS AND ITS TAXABLE
INDUSTRIAL REVENUE BONDS (WINDSOR NURSING HOME
ASSOCIATES, INC.), SERIES B, 1990, IN THE
AGGREGATE PRINCIPAL AMOUNT OF $175,000 FOR THE
PURPOSES OF SOLELY TO PAY FOR THE FUNDING OF A
COMMON BOND RESERVE ACCOUNT FOR THE SERIES A,
1990 BONDS AND THE SERIES B, 1990 BONDS, FOR THE
PAYMENT OF ISSUANCE INCLUDING A PORTION OF THE
EXPENSES OF ISSUANCE RELATING TO THE SERIES A,
1990 BONDS AND FOR PAYMENT OF THE REDEMPTION
PREMIUM ON THE SERIES 1980 REFUNDED BONDS;
AUTHORIZING EXECUTION OF A TRUST INDENTURE BY AND
BETWEEN THE CITY AND THE FIRST NATIONAL BANK AND
TRUST OF SALINA, IN THE CITY OF SALINA, KANSAS,
AS TRUSTEE "WITH RESPECT TO THE SERIES A, 1990
BONDS; AUTHORIZING EXECUTION OF A FIRST
SUPPLEMENTAL TRUST INDENTURE BY AND BETWEEN THE
CITY AND THE FIRST NATIONAL BANK AND TRUST OF
SALINA, IN THE CITY OF SALINA, KANSAS, AS TRUSTEE
WITH RESPECT TO THE SERIES B, 1990 BONDS;
AUTHORIZING THE CITY TO LEASE SAID PROJECT TO
WINDSOR NURSING HOME ASSOCIATES, INC. AND
AUTHORIZING EXECUTION OF A LEASE BETWEEN SAID
CITY AND WINDSOR NURSING HOME ASSOCIATES, INC;
AUTHORIZING THE EXECUTION OF A BOND PURCHASE
AGREEMENT BY AND BETWEEN THE CITY, WINDSOR
NURSING HOME ASSOCIATES, INC. AND COOPER MALONE
MCCLAIN, INC., AS PURCHASER OF THE BONDS.
WHEREAS, the City of Salina, Kansas (the "City" or
"Issuer") is authorized by K.S.A. 12-1740 to 12-1749a, inclusive,
as amended (the "Act"), to acquire, renovate and equip certain
facilities (as defined in the Act) for commercial, industrial and
manufacturing purposes, and to enter into leases and lease -purchase
agreements with any persons, firm or corporation for said
facilities, to issue revenue bonds for the purpose of paying the
cost of any such facilities and to issue bonds for the purpose of
refunding such bonds.
WHEREAS, pursuant to Ordinance No. 80-8774 of the City
(the "1980 Ordinance") the City previously issued its Nursing Home
Revenue Bonds, Series 1980 dated February 1, 1980 (the 111980
Bonds"), in the original principal amount of $1,450,000 of which
$1,265,000 remains outstanding, for the purpose of acquiring,
purchasing, constructing and equipping certain facilities (the
"1980 Facility,,) ;
WHEREAS, the 1980 Facility was leased to Windsor Nursing
Home Associates, Inc. pursuant to the provisions of a certain
Lease, dated as of February 1, 1980 (the 111980 Lease") between the
City and Windsor Nursing Home Associates, Inc.; and
WHEREAS, the City has heretofore and does hereby find and
determine that it is desirable in order to promote, stimulate and
develop the general economic welfare and prosperity of the City and
the State of Kansas that the City issue its Industrial Revenue
Refunding Bonds (Windsor Nursing Home Associates, Inc.), Series A,
1990, dated January 1, 1990, in the aggregate principal amount of
$1,265,000 (the "Series A, 1990 Bonds") for the purpose of
refunding the outstanding 1980 Bonds (the "Facility") and to issue
its Taxable Industrial Revenue Bonds (Windsor Nursing Home
Associates, Inc.), Series B, 1990, dated January 1, 1990, in the
aggregate principal amount of $175,000 (the "Series B, 1990 Bonds")
for the purposes of solely paying for the funding of a common Bond
Reserve Account for the Series A, 1990 Bonds and the Series B, 1990
Bonds, for the payment of issuance including a portion of the
expenses of issuance relating to the Series A, 1990 Bonds and for
payment of the redemption premium on the Series 1980 Refunded Bonds
(the 111990 Improvements") (the Facility together with the 1990
Improvements hereinafter collectively referred to as the
"Project"). The Series A, 1990 Bonds and Series B, 1990 Bonds are
hereinafter sometimes referred to collectively as the 111990 Bonds",
as more fully described in the Indenture with respect to the Series
A, 1990 Bonds, the First Supplemental Trust Indenture with respect
to the Series B, 1990 Bonds and the Lease hereinafter authorized.
Said Project shall be leased by the City to the Tenant; and
WHEREAS, the 1990 Bonds and the interest thereon shall
not constitute an indebtedness of the City of Salina, Kansas,
within the meaning of any constitutional provision or statutory
limitation and shall not constitute nor give rise to a pecuniary
liability by the City, nor shall the 1990 Bonds or the interest
thereon be a charge against the general credit or taxing powers of
the City, but shall be payable solely and only from certain fees,
rentals, revenues and other amounts derived by the City under the
Lease and as provided in the Indenture hereinafter authorized, and,
under certain circumstances, from the proceeds of insurance and
condemnation awards.
WHEREAS, the City further finds and determines that it
is necessary and desirable in connection with the issuance of the
1990 Bonds to (1) execute and deliver a Trust Indenture dated as
of January 1, 1990 (the "Series A, 1990 Indenture"), with the First
National Bank and Trust of Salina, Salina, Kansas (the "Trustee"),
for the purpose of issuing and securing the Series A, 1990 Bonds
as provided therein; (2) the First Supplemental Trust Indenture
dated as of January 1, 1990 (the "Supplemental Indenture") for the
purpose of issuing and securing the Series B, 1990 Bonds as
provided therein (the Series A, 1990 Indenture and the Supplemental
Indenture sometimes hereinafter referred to collectively as the
"Indenture"); and (3) to enter into a Lease dated as of January 1,
1990 (the "Lease") with the Tenant pursuant to which the City shall
cause the Project to be leased to the Tenant in consideration of
payments of Basic Rent, Additional Rent and other charges provided
for therein.
NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF
THE CITY OF SALINA, KANSAS AS FOLLOWS:
Section 1. Definition of Terms. All terms and phrases
not otherwise defined herein shall have the respective meanings set
forth in the Indenture and Lease herein authorized.
Section 2. Authori tv to Refund the 1980 Bonds and to
Construct Install and Equip the 1990 Improvements. Pursuant to
the Act, the City is hereby authorized to provide for the refunding
and redemption of the 1980 Bonds in accordance with the provisions
of the 1980 Ordinance, all as provided herein and in the Indenture
and Lease hereinafter authorized. The City is hereby further
authorized to cause the 1990 Improvements to be constructed,
installed and equipped all as provided herein and in the
Supplemental Indenture.
Section 3. Authorization of and Security for the 1990
Bonds. There is hereby authorized and directed to be issued two
series of revenue bonds to be designated (a) "City of Salina,
Kansas Industrial Revenue Refunding Bonds (Windsor Nursing Home
Associates, Inc.), Series A, 1990, in the aggregate principal
amount of $1,265,000" (the "Series A, 1990 Bonds") for the purpose
of providing funds to pay the cost of refunding Issuer's
outstanding 1980 Bonds; and (b) "City of Salina, Kansas Taxable
Industrial Revenue Bonds (Windsor Nursing Home Associates, Inc.),
Series B, 1990, in the aggregate principal amount of $175,000 (the
"Series B, 1990 Bonds") for the purpose of paying certain costs of
issuance associated with the 1990 Bonds, establishing the Bond
Reserve Account as defined in the Series A, 1990 Indenture, paying
the property taxes on the Facility and paying the redemption
premium on the Series 1980 Bonds (the Series A, 1990 Bonds and
Series B, 1990 Bonds hereinafter collectively referred to as the
"1990 Bonds"). The 1990 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 in the manner prescribed and subject
to the provisions, covenants and agreements set forth in the
Indenture. The 1990 Bonds shall be special limited obligations of
the City payable solely from the revenues derived by the City
pursuant to the Lease, or otherwise in connection with the Project.
The 1990 Bonds shall not be general obligations of or constitute
a pledge of the faith and credit of the City within the meaning of
a constitutional or statutory provision and shall not be payable
in any manner from tax revenues. Said Series A, 1990 Bonds and
Series B, 1990 Bonds shall be on a parity and equally and ratably
secured under the provisions of the Series A, 1990 Indenture and
Supplemental Indenture herein authorized.
Section 4. Authorization of the Series A 1990
Indenture. The City is hereby authorized to enter into the Series
A, 1990 Indenture dated as of January 1, 1990, by and between the
City and The First National Bank and Trust of Salina, Salina,
Kansas, as Trustee under which the City shall pledge and assign to
the Trustee, for the benefit of the holders of the Series A, 1990
Bonds, the Trust Estate created thereby, all upon the terms and
conditions set forth in said Indenture.
Section 5. Authorization of Supplemental Indenture. The
City is hereby authorized to enter into the First Supplemental
Trust Indenture dated as of January 1, 1990, by and between the
City and The First National Bank and Trust of Salina, Salina,
Kansas, as Trustee under which the City shall pledge and assign to
the Trustee, for the benefit of the holders of the Series B, 1990
Bonds, the Trust Estate created pursuant to the Series A, 1990
Indenture and thereby, all upon the terms and conditions set forth
in said Supplemental Indenture.
Section 6. Lease of the PKgiect. The City shall cause
the Project to be leased by the City to the Tenant pursuant to and
in accordance with the provisions of the Lease dated as of
January 1, 1990, by and between the City and Tenant.
Section 7. Approval of the Form Guaranty Aareement. The
form of Guaranty Agreement dated as of January 1, 1990, pursuant
to which the Tenant, as Guarantor, guarantees to the Trustee for
the benefit of the owners of the 1990 Bonds, the full and prompt
payment of the principal of, redemption premium, if any and
interest on the 1990 Bonds, is hereby approved.
Section 8. Approval of the Form of Individual
Gua. -ant Agreement. The form of Individual Guaranty Agreement
dated as of January 1, 1990, pursuant to which John R. Ferguson,
an individual, guarantees to the Trustee for the benefit of the owners
of the Series A, 1990 Bonds, the full and prompt payment of the
principal of, redemption premium, if any and interest on the Series A,
1990 Bonds, is hereby approved.
Section 9. Authorization of Bond Purchase Agreement.
1990 Bonds shall be sold and delivered to Cooper Malone McClain, Inc. The
Wichita, Kansas, upon the terms and subject to the provisions of the
Bond Purchase Agreement herein authorized as of January 1, 1990 by and
between the City, Tenant and Cooper Malone McClain, Inc., as Purchaser.
Section 10. Execution of Bonds and Agreements. The Mayor or
Vice Mayor of the City of Salina, Kansas is hereby authorized and
directed to execute the 1990 Bonds and deliver same to the Trustee for
authentication for andon behalf of and as the act and deed of the City
in the manner provided in the Indenture. The Mayor or Vice Mayor is
hereby further authorized and directed to execute and deliver the
Indenture, the Lease, and the Bond Purchase Agreement for and on behalf
of and as the act and deed of the City in substantially the form
approved by the CityyIs governing body with such minor corrections or
amendments thereto as the Mayor or Vice Mayor shall approve, which
approval shall be evidenced by his or her execution thereof, and such
other documents, certificates and instruments as may be necessary or
desirable to carry out and comply with the purposes and intent of this
Ordinance. The City Clerk or the Deputy City Clerk of the City is
hereby authorized and directed to attest the execution of the 1990
Bonds, the Indenture, Supplemental Indenture, the Lease, and the Bond
Purchase Agreement and such other documents, certificates and
instruments as may be necessary or desirable to carry out and comply
with the intent of this Ordinance.
Section 11. Pledae of the Project. The City hereby pledges
the Project to the payment of the 1990 Bonds in accordance with K.S.A.
12-1744. The lien created by such pledge shall be discharged when all
of the 1990 Bonds shall be deemed to have been paid within the meaning
of the Indenture.
Section 12. Further Authoritv. The City shall, and the
officers, agents and employees 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 provisions of this Ordinance and to
carry out, comply with and perform the duties of the City with respect
to the 1990 Bonds, the Indenture and the Lease all as necessary to carry
out and give effect to the transaction contemplated hereby and thereby.
Section 13. Effective Date. This Ordinance shall take effect
and be in full force from and after its adoption by the City Commission
and publication once in the official newspaper of the City.
ADOPTED by the Governing Body of the City of Salina, Kansas
this 22nd day of January, 1990.
Attest:
Jacqu line Shiever, City Clerk
(Seal)
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CITY O SALINA, KANSAS
seph . Warner, Mayor