03-10155 Hosp Rev Bond Issuecaowo,,t,d 1,,
(Published in the Salina Journal on h3vsd 2003)
ORDINANCE NO. 03-10155
ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS, TO ISSUE ITS
HOSPITAL REVENUE REFUNDING BONDS (SALINA REGIONAL HEALTH
CENTER, INC.), SERIES 2003, FOR THE PURPOSE OF REFUNDING THE CITY'S
OUTSTANDING HOSPITAL REVENUE REFUNDING BONDS (ASBURY-SALINA
REGIONAL MEDICAL CENTER, INC. PROJECT), SERIES 1993; AND
APPROVING CERTAIN DOCUMENTS AND ACTIONS IN CONNECTION WITH
THE ISSUANCE OF SAID BONDS.
WHEREAS, the City of Salina, Kansas (the "City"), is a municipal corporation duly organized and
existing under the laws of the State of Kansas; and
WHEREAS, the City is authorized under K.S.A. 12-1740 et seq., as amended (the "Act"), to issue
revenue bonds to provide for the purchase, construction, extension and improvement of projects authorized
under the Act; and
WHEREAS, pursuant to an Amended and Restated Bond Trust Indenture, dated as of August 15,
1999, between the City and UMB Bank, N.A., as bond trustee, which amended and restated a Bond Trust
Indenture dated as September 1, 1993, between the City and UMB Bank, N.A. (successor bond trustee to Bank
IV Kansas, N.A.), as bond trustee, the City has issued its Hospital Revenue Refunding Bonds (Asbury -Salina
Regional Medical Center, Inc. Project), Series 1993, in the original principal amount of $17,890,000 (the
"Series 1993 Bonds"), of which $11,615,000 principal amount is outstanding;
WHEREAS, the City is authorized pursuant to K.S.A. 10-116a, as amended, to issue revenue
refunding bonds to refund revenue bonds issued under the Act; and
WHEREAS, the City Commissioners of the City find and determine that it is desirable in order to
promote, stimulate and develop the general welfare and economic prosperity of the State of Kansas and the
City and its people that the City take the following actions:
1. Issue its Hospital Revenue Refunding Bonds (Salina Regional Health Center, Inc.),
Series 2003 (the "Series 2003 Bonds"), for the purpose of (i) refunding the Series 1993 Bonds which
were issued for the purpose of providing funds to refinance the purchase, construction, improvement,
equipping, enlargement and remodeling of a hospital facility (the "Facility") leased to and operated by
Salina Regional Health Center, Inc. (formerly Asbury -Salina Regional Medical Center, Inc.), a Kansas
nonprofit corporation (the "Corporation"), and (ii) paying certain costs related to the issuance of the
Series 2003 Bonds;
2. Enter into a First Supplemental Bond Trust Indenture (the "First Supplemental Bond
Indenture"), with UMB Bank, N.A., Kansas City, Missouri, as bond trustee (the "Bond Trustee"),
amending and supplementing that certain Amended and Restated Bond Trust Indenture dated as of
August 15, 1999, between the City and the Bond Trustee (said Bond Trust Indenture, as amended
and supplemented by the First Supplemental Bond Indenture being referred to herein as the "Bond
Indenture"), under which the terms of the Series 2003 Bonds are set forth;
3. Enter into a First Supplemental Lease Agreement (the "First Supplemental Lease
Agreement"), with the Corporation, amending and supplementing that certain Amended and
Restated Lease Agreement dated as of August 15, 1999, between the City and the Corporation (said
Lease Agreement, as amended and supplemented by the First Supplemental Lease Agreement being
referred to herein as the "Lease Agreement") to add provisions to the Lease Agreement respecting
the Series 2003 Bonds;
4. Enter into a Bond Purchase Agreement (the "Bond Purchase Agreement"), among
Gold Capital Management, Inc. (the "Underwriter"), the City and the Corporation, under which the
City agrees to sell the Series 2003 Bonds to the Underwriter;
5. Enter into a Tax Compliance Agreement (the "Tax Compliance Agreement"), among
the City, the Corporation and the Bond Trustee, under which the Corporation makes certain
representations and agreements relating to the tax status of the Series 2003 Bonds; and
6. Approve a Preliminary Official Statement (the "Preliminary Official Statement")
respecting the Series 2003 Bonds and a final Official Statement (the "Official Statement") respecting
the Series 2003 Bonds.
Conaauoa�eaSalina
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSIONERS OF THE CITY
OF SALINA, KANSAS AS FOLLOWS:
Section 1. Authorization of and Security for the Series 2003 Bonds. The City is hereby authorized
to issue and sell the Series 2003 Bonds for the purposes described above in a principal amount not to exceed
$12,000,000, issued under and secured by and shall have the terms and provisions set forth in the Bond
Indenture. The Series 2003 Bonds shall bear interest at various stated rates which produce a net interest cost
not exceeding 6% per annum, and shall mature in principal installments with a final maturity not later than the
year 2013, shall be subject to optional redemption upon the direction of the Corporation beginning not later
than October 1, 2010, at a redemption price not exceeding 100% of the principal amount thereof plus accrued
interest, and shall have such other redemption provisions, including premiums, and other terms as set forth in
the Bond Indenture and the Bond Purchase Agreement. The final terms of the Series 2003 Bonds shall be
specified in the Bond Indenture and the Bond Purchase Agreement upon the execution thereof, and the
signatures of the officers of the City executing the Bond Indenture and the Bond Purchase Agreement shall
constitute conclusive evidence of the City's approval thereof.
The principal of and premium, if any, and interest on the Series 2003 Bonds shall be limited and
special obligations of the City payable solely out of the rents, revenues and receipts derived by the City
pursuant to the Lease Agreement. The Series 2003 Bonds and the interest thereon shall not be a debt of the
City or the State of Kansas and neither the City nor the State of Kansas shall be liable thereon, and the Series
2003 Bonds shall not constitute an indebtedness within the meaning of any constitutional or statutory debt
limitation or restriction.
Section 2. Form of Series 2003 Bonds. The City shall issue the Series 2003 Bonds in substantially
the form submitted to and reviewed by the City on the date hereof and as set forth in the Bond Indenture, with
such changes therein as shall be approved by the Mayor of the City, the Mayor's signature thereon, whether
manual or facsimile, to be conclusive evidence of the Mayor's approval thereof.
Section 3. Execution and Authentication of Series 2003 Bonds. The Mayor of the City is hereby
authorized and directed to execute the Series 2003 Bonds on behalf of and as the act and deed of the City by
manual or facsimile signature. The City Clerk of the City is hereby authorized and directed to cause the City's
seal to be affixed thereto or printed thereon and to attest said seal, all in the manner provided in the Bond
Indenture. Said officers are hereby further authorized and directed to deliver the Series 2003 Bonds on behalf
of the City to the Bond Trustee for authentication in accordance with the Bond Indenture.
Section 4. Approval of Documents. The First Supplemental Bond Indenture, the First Supplemental
Lease Agreement, the Bond Purchase Agreement and the Tax Compliance Agreement are hereby approved in
substantially the forms submitted to and reviewed by the City on the date hereof, with, such changes therein as
shall be approved by the Mayor, his execution thereof to be conclusive evidence of such approval.
The Mayor of the City is hereby authorized and directed to execute and deliver the First Supplemental
Bond Indenture, the First Supplemental Lease Agreement, the Bond Purchase Agreement and the Tax
Compliance Agreement on behalf of and as the act and deed of the City. The City Clerk to the extent the City
Clerk deems it necessary or appropriate, is hereby authorized to affix the City's seal thereto and to attest said
seal, but the omission of the affixing of the City's seal thereto shall not impair the validity, binding effect or
enforceability of said documents or of the execution and delivery thereof on behalf of the City.
Section 5. Approval of Preliminary Official Statement. The Preliminary Official Statement in
substantially the form submitted to the City on the date hereof and the final Official Statement, in substantially
the form of the Preliminary Official Statement, and the public distribution of the same by the Underwriter are
hereby approved. The Mayor of the City is hereby authorized and directed to execute and deliver the final
Official Statement on behalf of the City with such changes therein or amendments or supplements thereto as
the Mayor shall approve, said execution thereof to be conclusive evidence of such approval. The City has not
participated in the preparation of the Preliminary Official Statement or the final Official Statement and has not
verified the accuracy of the information therein, other than information respecting the City. Accordingly, such
approvals do not constitute approval by the City of such information or a representation by the City as to the
completeness or accuracy of the information contained therein.
Section 6. Further Authority. The City shall, and the officers and agents of the City are hereby
authorized and directed to, take such action, expend such funds and execute such other agreements, 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 Series 2003
Bonds and the documents approved by this ordinance.
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Section 7. Repeal of Conflicting Resolutions. All prior resolutions or ordinances of the City or any
parts thereof in conflict with any or all of the foregoing provisions of this ordinance are hereby repealed to the
extent of such conflict.
Section 8. Severability. If any section, paragraph, clause or provision of this ordinance shall for any
reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph,
clause or provision shall not affect any remaining provisions of this ordinance.
Section 9. Effective Date. This ordinance shall take effect and be in full force from and after its
passage by the City Commissioners and its publication in the official newspaper of the City.
PASSED AND APPROVED by the City Commissioners of the City of Salina, Kansas, this 4th day of
August, 2003.
Mayor
[SEAL]
A ST:
City Clerk
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