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86-9160 IRB Series 1986/leJQ!/i✓Q Jou/NR _3 M6 WHEREAS, the governing body of the Issuer has heretofore and does now find and determine that it is desirable, in order to promote, stimulate and develop the general economic welfare and prosperity of the Issuer and the State of Kansas, that the Issuer issue its Industrial Revenue Bonds (Salina Motel Limited Partner- ship Project), Series 1986, in the principal amount of $1,650,000 (the "Bonds"), for the purpose of financing the acquisition, construction, renovation, rehabilitation, improvement and equip- ping of a project in Salina, Kansas, consisting of a commercial hotel/motel facility, including real estate, buildings, struc- tures, improvements and fixtures which Project, when completed, will promote the general welfare of the City of Salina, Kansas; and WHEREAS, the governing body of the Issuer further finds and determines that it is necessary and desirable that the Issuer enter into an Indenture of Trust, dated as of September 1, 1986 (the "Indenture"), with Security Bank of Kansas City, a Kansas banking corporation, Kansas City, Kansas (the "Trustee"), for ORDINANCE NO. 86-9160 AN ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS, TO ACQUIRE CERTAIN REAL PROPERTY AND TO ACQUIRE, RENOVATE, REHABILITATE, CONSTRUCT, IMPROVE AND EQUIP CERTAIN BUILDINGS, IMPROVEMENTS, MACHINERY AND EQUIPMENT LOCATED OR TO BE LOCATED THEREON TO BE LEASED TO SALINA MOTEL LIMITED PARTNERSHIP, A KANSAS LIMITED PARTNERSHIP (THE "PARTNERSHIP"), FOR DEVELOPMENT OF A HOTEL/MOTEL FACILITY (THE "DEVELOPMENT"); AUTHORIZING THE CITY TO ISSUE $1,650,000 PRINCIPAL AMOUNT OF INDUSTRIAL REVENUE BONDS (SALINA MOTEL LIMITED PARTNERSHIP PROJECT), FOR THE PURPOSE OF PROVIDING FUNDS TO PAY THE COST OF ACQUIRING, RENOVATING, REHABILITATING, CONSTRUCTING, IMPROVING AND EQUIPPING THE DEVELOPMENT FOR THE PART- NERSHIP; AUTHORIZING THE CITY TO ENTER INTO A TRUST INDENTURE WITH SECURITY BANK OF KANSAS CITY; AUTHOR- IZING THE CITY TO ENTER INTO A LEASE OF THE DEVELOPMENT WITH SALINA MOTEL LIMITED PARTNERSHIP; APPROVING THE FORMS OF GUARANTY AGREEMENTS, A FIRST LEASEHOLD MORTGAGE AND SECURITY AGREEMENT, A FIRST ASSIGNMENT OF RENTS AND LEASES, A LETTER OF CREDIT AND COLLATERAL PLEDGE AGREEMENT; AND AUTHORIZING AND APPROVING THE EXECUTION OF CERTAIN DOCUMENTS AND THE TAKING OF OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF SAID BONDS. WHEREAS, the City of Salina, Kansas (the "Issuer") is authorized pursuant to the provisions of K.S.A. §§12-1740 to 12-1749a, inclusive, as amended (the "Act"), to acquire, purchase and construct certain facilities (as defined in the Act), and to issue industrial revenue bonds for the purpose of paying the cost of such facilities, and to lease such facilities to private persons, firms or corporation; and WHEREAS, the governing body of the Issuer has heretofore and does now find and determine that it is desirable, in order to promote, stimulate and develop the general economic welfare and prosperity of the Issuer and the State of Kansas, that the Issuer issue its Industrial Revenue Bonds (Salina Motel Limited Partner- ship Project), Series 1986, in the principal amount of $1,650,000 (the "Bonds"), for the purpose of financing the acquisition, construction, renovation, rehabilitation, improvement and equip- ping of a project in Salina, Kansas, consisting of a commercial hotel/motel facility, including real estate, buildings, struc- tures, improvements and fixtures which Project, when completed, will promote the general welfare of the City of Salina, Kansas; and WHEREAS, the governing body of the Issuer further finds and determines that it is necessary and desirable that the Issuer enter into an Indenture of Trust, dated as of September 1, 1986 (the "Indenture"), with Security Bank of Kansas City, a Kansas banking corporation, Kansas City, Kansas (the "Trustee"), for the purpose of issuing and securing the Bonds as hereinafter pro- vided, and enter into a Lease Agreement, dated as of September 1, 1986 (the "Lease"), with the Partnership under which the Issuer will acquire, construct, improve and equip the Development and will lease the Development to the Partnership in consideration of rentals which will be sufficient to pay the principal of, premi- um, if any, and interest on the Bonds; and WHEREAS, the governing body of the Issuer further finds and determines that it is necessary and desirable in connection with the issuance of the Bonds that the Issuer enter into certain documents, copies of which documents have been presented to this meeting and shall be filed with the records of the Issuer, and that the Issuer take certain other actions and approve the execution of certain other documents as herein provided; and WHEREAS, a public hearing was held by the Issuer on July 14, 1986, prior to consideration and adoption of this Ordinance, following reasonable notice published in The Journal on June 27, 1986, as required by Section 103(k) Internal Revenue Code of 1954, as amended ( the "Code") ; Salina of the NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE Section 2. Authorization of and Security for the Bonds. The Issuer is hereby authorized to issue and sell its Industrial Revenue Bonds (Salina Motel Limited Partnership Project), in the principal amount of $1,650,000, for the purpose of providing funds to pay the cost of acquiring, constructing, improving and equipping the Development. The Bonds shall be issued and secured pursuant to the herein authorized Indenture. The Bonds shall be dated, shall mature, shall bear interest, shall be in such denominations, shall be in such forms, shall be subject to redemption and other terms and conditions, and shall be issued in such manner, subject to such provisions, covenants and agreements as are set forth in the Indenture. The Bonds shall be payable solely out of the rents, revenues and receipts derived by the Issuer from the Development, draws on a Letter of Credit issued by Anchor Savings Association (the "Pledgor") or other financial institutions acceptable to the Issuer, George K. Baum & Company, the underwriters of the Bonds and the Partnership (the "Letter of Credit") and amounts realized from the pledged collateral herein- CITY OF SALINA, KANSAS, AS FOLLOWS: and the Section 1. Authorization for the Acquisition, Construction, Improvement and Equipping of the Development. The Issuer is from hereby authorized to provide for the purchase, construction, rehabilitation and equipping of the Development, all in the manner and as more particularly described in the Indenture and the Lease. Section 2. Authorization of and Security for the Bonds. The Issuer is hereby authorized to issue and sell its Industrial Revenue Bonds (Salina Motel Limited Partnership Project), in the principal amount of $1,650,000, for the purpose of providing funds to pay the cost of acquiring, constructing, improving and equipping the Development. The Bonds shall be issued and secured pursuant to the herein authorized Indenture. The Bonds shall be dated, shall mature, shall bear interest, shall be in such denominations, shall be in such forms, shall be subject to redemption and other terms and conditions, and shall be issued in such manner, subject to such provisions, covenants and agreements as are set forth in the Indenture. The Bonds shall be payable solely out of the rents, revenues and receipts derived by the Issuer from the Development, draws on a Letter of Credit issued by Anchor Savings Association (the "Pledgor") or other financial institutions acceptable to the Issuer, George K. Baum & Company, the underwriters of the Bonds and the Partnership (the "Letter of Credit") and amounts realized from the pledged collateral herein- -2- after referred to (the "Collateral"). The Development and the net earnings derived by the Issuer from the Development and all amounts drawn under the Letter of Credit or realized from the -2- Collateral shall be pledged security for payment of the principal of, interest on, an provided in the Indenture. and assigned to the Trustee as rentals under the Lease and the d purchase price of, the Bonds as Section 3. Authorization of Documents. The Issuer hereby approves and is authorized to enter into the following documents, in substantially the forms presented to and reviewed by the governing body of the Issuer at this meeting and incorporated into this Ordinance by reference thereto (copies of which docu- ments shall be filed in the records of the Issuer), with such changes therein as shall be approved by the officers of the Issuer executing such documents, such officers' signatures thereon being conclusive evidence of their approval thereof: (a) Indenture of Trust, to be dated as of September 1, 1986 (the "Indenture"), between the Issuer and the Trustee, pursuant to which the Bonds shall be issued and the Issuer shall pledge the Development and assign the rents, revenues and receipts received pursuant to the Lease and the amounts drawn under the Letter of Credit and realized from the Collateral to the Trustee for the benefit of and security of the holders of the Bonds upon the terms and conditions as set forth therein; (b) Lease, to be dated as of September 1, 1986 (the "Lease"), between the Issuer and the Partnership under which the Issuer will acquire, construct, improve and equip the Development and will lease the Development to the Partner- ship and the Partnership will agree to make rental payments in amounts sufficient to provide for the payment of the principal of, premium, if any, and interest on the Bonds as the same become due; (c) Bond Purchase Agreement (the "Bond Purchase Agreement"), by and among the Issuer, George K. Baum & Company, the Pledgor and the Partnership; and (d) Leasehold Mortgage and Security Agreement, to be dated as of September 1, 1986, from the Partnership to the Trustee, granting a first lien mortgage on, and security interest in, the Partnership's leasehold interest in the land, buildings and equipment comprising the Development, securing the payment of the amounts due under the Lease. . (e) Collateral Pledge Agreement, to be dated as of September 1, 1986 (the "Collateral Agreement") between the Pledgor and the Trustee, under which the Pledgor pledges the Collateral to secure payment under the Letter of Credit. (f) Assignment of Rents and Leases, to be dated as of September 1, 1986, from the Partnership to the Issuer, granting a security interest in the rents and leases of the -3- Development, securing the payment of the amounts due under the Lease. (g) Guaranty Agreements, each to be dated as of September 1, 1986, from the Partnership and its partners and their respective spouses, to secure the payment amounts due on the Bonds and under the Lease. Section 4. Approval of Other Documents. The Issuer hereby approves the form and execution of such other documents as may be necessary to accomplish the purposes of this Ordinance and to comply with and perform the obligations of the Issuer under the documents authorized above in substantially the forms submitted to the governing body of the Issuer as of this date or later approved by any officer of the Issuer and the counsel to the Issuer, such officer's signature thereon being conclusive evi- dence of such approval, which documents are incorporated herein by reference. -4- Section 5. Designation of Trustee, Paying Agent and Bond Registrar. Security Bank of Kansas City, Kansas City, Kansas, or such other financial institutions with trust powers as is approved by an officer of Issuer, is hereby designated Trustee, Paying Agent and Bond Registrar for the Bonds under the Indenture. Section 6. Execution of Bonds and Documents. The Mayor is hereby authorized and directed to execute the Bonds by manual or facsimile signature and to deliver the Bonds to the Trustee for authentication for and on behalf of and as the act and deed of the Issuer in the manner provided in the Indenture. The Mayor is hereby authorized and directed to execute and deliver the Inden- ture, the Lease, 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 Ordin- ance, for and on behalf of and as the act and deed of the Issuer. The City Clerk is hereby authorized and directed to attest to the Bonds by manual or facsimile signature and to attest to and affix the seal of the Issuer to the Indenture, the Lease, and such other documents, certificates and instruments. Section 7. Further Authority. The Issuer shall, and the officers and agents of the Issuer are hereby authorized and directed to, take such action and execute such other documents, certificates and instruments as in the opinion of any such officer or agent 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 Issuer with respect to the Bonds, the Indenture and the Lease. Section 8. Public Approval. This Ordinance is intended to constitute public approval of the issuance of the Bonds to finance the costs of the Development within the meaning of Section 103(k) of the Code. Whereas a public hearing following -4- n 1 F-1 reasonable public notice has been held, the Issuer hereby approves the issuance of $1,650,000 of its industrial revenue bonds, the proceeds of which will be used to finance the acquisition, construction, improvement and equipping of the Development which will be leased to the Partnership. Section 9. Ratification and Confirmation of Informational Statement Pursuant to K.S.A. 12-1744a; Filings with Internal Revenue Service. The Informational Statement filed with the Board of Tax Appeals of the State of Kansas relating to the proposed issuance of the Bonds, in the form and content attached hereto, is hereby, in all respects, ratified and confirmed and approved as the official act of the City. The Mayor and City Clerk are further authorized to execute documents or make any required filings with the Internal Revenue Service, the Kansas Department of Economic Development and the Board of Tax Appeals of the State of Kansas to obtain or maintain the tax-exempt status of the interest on the Bonds, including, but not limited to, arbitrage certificate, an election to the effect the $10,000,000 limitation for the Bonds, IRS Form 8038 and a Verification of issuance of the Bonds. Section 10. Effective Date. This Ordinance shall take effect and be in full force from and after its adoption by the governing body of the Issuer and publication in the official newspaper of the Issuer. PASSED by the governing body of the City of Salina, Kansas, this 22nd day of September, 1986. f ayar [SEAL] / ATTEST: City Clerk City Attorney -5-