84-9047 IRB FamdocORDINANCE NO. 84-9047
AN ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS ("CITY"), TO
ACQUIRE THE REAL PROPERTY HEREINAFTER DESCRIBED AND TO PURCHASE A
BUILDING AND REAL ESTATE IMPROVEMENTS AND CERTAIN ITEMS OF
PERSONALTY TO BE LEASED TO FAMDOC, INC. ("FAMDOC"), AUTHORIZING
AND DIRECTING THE ISSUANCE OF $200,000 PRINCIPAL AMOUNT OF FAMDOC
REVENUE BONDS, SERIES OF 1984, OF SAID CITY FOR THE PURPOSE OF
PROVIDING FUNDS TO PAY THE COST OF ACQUIRING THE REAL PROPERTY
HEREINAFTER DESCRIBED AND THE CONSTRUCTION OF A BUILDING AND REAL
ESTATE IMPROVEMENTS THEREON, TO BE LEASED TO FAMDOC, INC., AND
PRESCRIBING THE FORM AND AUTHORIZING THE EXECUTION OF A LEASE BY
AND BETWEEN SAID CITY AND FAMDOC, INC.
WHEREAS, the City of Salina, Kansas, hereinafter sometimes
referred to as the "City", desires to promote, stimulate and
develop the general economic welfare and prosperity of the City
of Salina, Kansas, and its environs and thereby to further pro-
mote, stimulate and develop the general economic welfare and
prosperity of the State of Kansas; and
WHEREAS, pursuant to the provisions of K.S.A. 12-1740 to
12-1749, as amended, the City is authorized to issue revenue
bonds of the City, and it is hereby found and determined to be
advisable and in the interest and for the welfare of the City and
its inhabitants that revenue bonds of the City be authorized and
issued, for the purpose of providing funds to pay the cost of
acquiring both real and personal property and the improvements
thereon to be leased to Famdoc, Inc., being "Famdoc"; and
WHEREAS, the City will acquire prior to or concurrently
with the issuance of the Bonds herein authorized the real pro-
perty hereinafter described;
NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF
THE CITY OF SALINA, KANSAS:
Section 1. Authority to Acquire Real and Personal
Property. The City of Salina, Kansas, is hereby authorized to
acquire real and personal property as described and set forth in
Schedule 1 attached hereto and made a part hereof, said real pro-
perty, building, and improvements and personal property, being
sometimes hereinafter described as "Facility" in accordance with
the provisions of the Lease dated November 1, 1984, between the
City and Famdoc, an amount not in excess of $200,000 to the City.
Section 2. Authorization of and Security for the Bonds.
For the purpose of providing funds to pay the cost of acquiring
the real property described in said Schedule 1 and improvements
and certain personal property to be leased to Famdoc, there shall
be issued and hereby are authorized and directed to be issued a
series of the Famdoc Revenue Bonds, Series of 1984, of the City
of Salina, Kansas, in the principal amount of $200,000. Said
Bonds herein authorized, hereinafter sometimes referred to as the
"Bonds", and all interest thereon shall be paid solely from the
money and revenue received from the fees charged and rental
received for the use of the Facility and not from any other fund
or source. The City hereby pledges the Facility and the net ear-
nings therefrom to the payment of the Bonds and the interest
thereon.
Section 3. Description and Details of the Bonds,
Designation of Paying Agent. Said Famdoc Revenue Bonds, Series
of 1984, of the City of Salina, Kansas, shall consist of 30
Serial Bonds, numbered from 1 to 30, inclusive. All of said
Bonds shall be registered and dated November 1, 1984, and said
Bonds shall become due serially semi-annually on May 1 and
November 1 commencing in 1985, shall have a floating interest
rate, which will be adjusted annually on the lst day of November
of each year, to an amount equal to eighty percent (80%) of the
First National Bank and Trust Company of Salina, Salina, Kansas,
Number One Index Rate in effect on the lst day of November of
said year with said interest rate initially being set at eleven
percent (11%) and shall be in the denominations as follows:
Maturity Maturity
Numbers Amount May 1 November 1
1 $ 2,640 1985
2 2,760 1985
3 3,020 1986
4 3,180 1986
5 3,200 1987
6 3,400 1987
7 3,680 1988
8 3,920 1988
9 4,160 1989
10 4,440 1989
11 4,660 1990
12 4,940 1990
13 5,320 1991
14 5,440 1991
15 5,740 1992
16 6,060 1992
17 6,540 1993
18 6,860 1993
19 7,180 1994
20 7,620 1994
21 8,040 1995
22 8,560 1995
23 9,000 1996
24 9,600 1996
25 10,080 1997
26 10,720 1997
27 11,340 1998
28 12,060 1998
29 12,600 1999
30 13,240 1999
Total $200,000
Said Bonds shall bear interest from the date to be paid semi-
annually on May lst and November 1 in each year, beginning on May
1, 1985.
Said Bonds and the interest thereon shall be payable in
lawful money of the United States of America at The First
National Bank and Trust Company of Salina, in the City of Salina,
Kansas, which is hereby designated as the City's paying agent for
the payment of the principal and the interest on the Bonds which
bank is herein sometimes referred to as the "Paying (Fiscal)
Agent".
Section 4. Redemption and Payment of Bonds Prior to
Maturity. Said Bonds shall be subject to redemption and payment
prior to the stated maturity thereof, after the notice specified
in Section 5 of this ordinance, as follows;
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A. Each of said Bonds shall be subject to redemption
and payment at the option of the City, upon instructions from
Famdoc, after November 1, 1984, on any interest payment date
or at anytime upon any of the following conditions or events,
provided all of said Bonds are redeemed and paid according to
their terms: (1) if title to, or the use for a limited period
of, substantially all of the Facility subject to said Lease be
condemned by any authority having the power of eminent domain;
(2) if substantially all of the Facility be damaged or destroyed
by fire or other casualty; or (3) if as a result of changes in
the Constitution of the State of Kansas, or of legislative or
administrative action by the State of Kansas or any political
subdivision thereof, or by the United States, or by reason of any
action instituted in any court, the Lease herein authorized shall
become void or unenforceable, or impossible of performance
without unreasonable delay, or in any other way, by reason of
such change of circumstances, unreasonable burdens or excessive
liabilities are imposed on Famdoc or the City. The redemption
price for Bonds redeemed pursuant to this paragraph shall be the
principal amount of Bonds so redeemed, plus accrued interest
thereon to the date fixed for redemption and payment, without
premium; provided, if payment is made solely at the direction of
Famdoc, then a premium of $10.00 per $1000 principal of the face
value of the bonds being prepaid, it being understood that Famdoc
may prepay one or more bonds after November 1, 1984, in an order
inverse to maturity dates (last unpaid maturities to be paid
first).
Section 5. Notice of Redemption. Notice of any
redemption provided for by this ordinance shall be given in the
name of the City by the City, Famdoc or the Fiscal Agent by
United States registered mail to the Paying (Fiscal) Agent herein
designated, and to the registered holders of record, such notice
to be mailed at least thirty (30) days prior to the date fixed
for redemption and payment and to specify the numbers of the
Bonds to be redeemed and paid. Notice of any such redemption
shall also be published once not less than thirty (30) days prior
to the date fixed for redemption in some newspaper published and
of general circulation in Salina, Kansas. Notice of any -such
redemption shall also be given by mail'in the manner hereinbefore
specified to any registered bondholder whose name is on file with
the Fiscal Agent pursuant to Section 17 of this Ordinance, pro-
vided that the failure to give any notice by mail as herein spe-
cified shall not affect the validity of any such call for
redemption. Interest shall cease on any of said Bonds so called -
for redemption and payment as of the redemption date, provided
funds are available to pay the same according to their terms.
Notice of any redemption as herein provided shall be given upon,
but only upon, written instruction from Famdoc, as long as Famdoc
is not in default in the payment of Basic Rent due under the
lease.
Section 6. Method of Execution of Bonds. Said Bonds
and each of them shall be executed for and on behalf of the City
over the signature of its Mayor and attested by the City Clerk,
with the seal of the City affixed. Said Bonds and each of them
shall be registered in the office of the City Clerk which
registration shall be evidenced by a certificate on the reverse
face thereof bearing the manual signature of the City Clerk. In
the event either said Mayor or City Clerk or both of said offi-
cers shall cease to hold such office before the Bonds bearing
their signatures shall have been issued and delivered, said Bonds
may be issued as though said officers had not ceased to hold
office and such signatures appearing on said Bonds and registra-
tion certificates shall be valid and sufficient for all purposes
as if they had remained in office until such issuance.
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Section 7. Form of Bond. Each of said Bonds and the
certificate attached thereto shall be in substantially the
following form:
No.
UNITED STATES OF AMERICA
STATE OF KANSAS
COUNTY OF SALINE
CITY OF SALINA
FAMDOC, INC.
REVENUE BOND SERIES OF 1984
KNOW ALL MEN BY THESE PRESENTS: That the City of
Salina, in the County of Saline, State of Kansas, for value
received, hereby promises to pay, out of the revenues hereinafter
specified, on presentment by the registered owner, the sum of
($ ) in lawful
money of the United States of America, on the lst day of
, and pay interest thereon from the date hereof
at a floating interest rate which shall be adjusted annually on
the lst day of November of each year to an amount equal to eighty
percent (80%) of the First National Bank and Trust Company of
Salina, Salina, Kansas Number One Index rate in effect on the lst
day of November of said year, said interest rate initially being
set at eleven percent (11%), said interest payable semi-annually
on May lst and November lst in each year after the date hereof,
beginning on May 1st, 1985, until the said principal sum shall
have been paid. The interest shall be paid to the owner of
record, and both principal of and interest on this Bond being
payable at The First National Bank and Trust Company of Salina,
in the City of Salina, Kansas.
THIS BOND is one of an authorized series of Bonds aggre-
gating the principal amount of $200,000 authorized by Ordinance
of said City (the "Ordinance") for the purpose of providing funds
to pay the cost of acquiring real and personal property and real
estate improvements (hereinafter sometimes referred to as the
"Facility", said Facility being further identified in the
Ordinance) to be leased to Famdoc, Inc., pursuant to a Lease
dated November 1, 1984 (the "Lease"), by and between said City
and Famdoc, by the authority of and in conformity with the provi-
sions, restrictions and limitations of the Constitution and sta-
tutes of the State of Kansas, including K.S.A. 12-1740 to
12-1749, and all amendments thereof and acts supplemental
thereto, and all other provisions of the laws of said State
applicable thereto and this Bond and all interest hereon are to
be paid by said City of Salina, Kansas, solely and only from the
money and revenue received from the fees charged and rental
received for the use of the Facility under said Lease and not
from any other fund or source. Pursuant to the provisions of
said statute, the governing body of the City has pledged said
Facility and the net earnings therefrom to the payment of the
series of Bonds of which this Bond is a part and the interest
thereon. Reference is hereby made to the ordinance and to the
Lease for a description of the Facility and the covenants of the
City and Famdoc with respect to the payment, collection, segrega-
tion and application of the money and revenue received from the
fees charged and rental received for the use of said Facility,
the rights, duties and obligations of the City and Famdoc with
respect thereto and otherwise and the rights of the holders of
this Bond.
Each of the Bonds of the series of which this Bond is
one is subject to redemption and payment prior to maturity on any
interest payment date at the option of the City upon the
following conditions or events, provided all of said Bonds are
redeemed and paid according to their terms: (1) if title to, or
the use for a limited period of, substantially all of the faci-
lity be condemned by any authority having the power of eminent
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domain; (2) if substantially all of the Facility is damaged or
destroyed by fire or other casualty; or (3) if as a result of
changes in the Constitution of the State of Kansas or of legisla-
tive or administrative action by the State of Kansas or any poli-
tical subdivision thereof, or by the United States, or by reason
of any action instituted in any court, the Lease shall become
void or unenforceable or impossible of performance without
unreasonable delay, or in any other way by reason of such change
of circumstances, unreasonable burdens or excessive liabilities
are imposed on Famdoc or the City. The redemption price for
Bonds redeemed pursuant to this paragraph shall be the principal
amount of Bonds so redeemed, plus accrued interest thereon to and
including the date fixed for redemption and payment, without pre-
mium. Each of the bonds, in inverse order of maturity, may be
called by Famdoc, via the Fiscal Agent under the Ordinance, on
provisions by Famdoc of funds to pay the principal, accrued
interest and a premium of $10 per $1000 of bond principal being
prepaid.
Notice of the City's intention to redeem and pay said
Bonds pursuant to any of the redemption provisions aforesaid,
specifying the numbers of the Bonds to be redeemed and paid,
shall be given by United States registered mail to the Paying
(Fiscal) Agent, being The First National Bank and Trust Company,
Salina, Kansas, not less than thirty (30) days prior to the date
fixed for redemption and payment. Notice of any such redmeption
shall also be published once not less than thirty (30) days prior
to the date fixed for redemption in some financial journal
published and of general circulation in Salina, Kansas.
AND IT IS HEREBY DECLARED AND CERTIFIED that all acts,
conditions and things required to be done and to exist precedent
to and in the issuance of this Bond have been properly done and
performed and do exist in due and regular form and manner as
required by the Constitution and laws of the State of Kansas.
IN WITNESS WHEREOF, the City of Salina, Kansas, by its
governing body, has caused this Bond to be signed by the signa-
ture of its Mayor and attested by the signature of its City
Clerk, and its corporate seal to be hereto affixed and this Bond
to be dated this 1st day of November, 1984.
ATTEST:
City Clerk
Mayor
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FOR VALUE RECEIVED,
transfer unto
hereby sell, assign and
this Bond represented by
the within Certificate, and do hereby irrevocably constitute and
appoint
Attorney to transfer
the said bond on the books of the City of Salina or its
designated fiscal Agent with full power of substitution in the
premises.
Dated
In presence of
STATE OF KANSAS )
) SS.
COUNTY OF SALINE )
19
I, the undersigned, City Clerk of the City of Salina,
Kansas hereby certify that the within Famdoc Revenue Bond, Series
of 1984, of the City of Salina, Kansas, has been duly registered
in my office according to laws.
WITNESS my hand and official seal this 1st day of
November, 1984.
City Clerk
Section 8. Execution and Delivery of the Bonds, Deposit
of Bond Proceeds, Designation of Fiscal Agent. The Mayor and
City Clerk are hereby authorized and directed to prepare and exe-
cute, in the manner hereinbefore specified, the Bonds herein
authorized, and to deliver said Bonds to The First National Bank
and Trust Company, in the City of Salina, Kansas, the purchaser
thereof, on payment of the purchase price. The proceeds of said
Bonds shall be deposited with The First National Bank and Trust
Company, in the City of Salina, Kansas, hereby designated as the
City's Fiscal Agent and herein referred to as the "Fiscal Agent",
the rights and duties of said Fiscal Agent being further spe-
cified in Section 18 of this Ordinance. These bonds are being
sold by means of a private placement. Accordingly, these bonds
will not be made available to the general public and the
purchaser must covenant with the City or its agents to release
the City or agents from meeting any investigation into the finan-
cial responsibility of Famdoc, Inc.
Section 9. Principal and Interest Account. There is
hereby authorized and ordered to be established in the hands of
the Fiscal Agent a separate account to be known as the "City of
Salina, Kansas, Principal and Interest Account for Famdoc Revenue
Bonds, Series of 1984, dated the 1st day of November, 1984,"
hereinafter referred to as the "Principal and Interest Account".
The City covenants and agrees that from and after the delivery of
any of the Revenue Bonds herein authorized and continuing so long
as any of said Bonds shall remain outstanding, said City will
maintain said Account with the Fiscal Agent. All payments of
Basic Rent and Additional Rent due under said Lease between the
City and Famdoc intended to pay the principal of and interest on
the Bonds shall be applied and allocated by the Fiscal Agent to
said Principal and Interest Account. All amounts credited to and
deposited in said Principal and Interest Account shall be used by
the Fiscal Agent and forwarded to the Paying (Fiscal) Agent for
the sole purpose of paying the principal of and interest on the
Revenue Bonds herein authorized as and when the same become due
or are called for redemption and payment. Any balance remaining
in said Principal and Interest Account, including interest earned
on deposits made into said Account as prepayments of rent due
under Article II of said Lease, shall, when said Bonds have been
paid, or payment provided for, be paid to Famdoc.
Section 10. Covenant to Redeem Bonds. When moneys
accumulated in said Principal and Interest Account shall aggre-
gate an amount sufficient to pay the principal of all of the
Bonds then outstanding, and all interest accrued to date fixed
for redemption and payment, and when said Bonds become subject to
redemption, said City shall, upon receipt of instructions from
Famdoc, proceed to cause notice to be given of such redemption in
the manner herein specified, and said Fiscal Agent shall use such
funds for said purpose.
Section 11. Investments. Moneys allocated and credited
to and deposited in the Principal and Interest Account in any
amount in excess of the amount necessary to pay the amount of
principal and interest next becoming due shall be invested by the
Fiscal Agent, upon instructions from Famdoc, in direct or
indirect obligations of the United States Government, or agencies
thereof (inclusive of but not limited to situations in which the
Federal Deposit Insurance Corporation guarantees the principal of
the investment), becoming due not later than the due date of the
next principal and interest payment. No investment shall be made
pursuant to this Section for a period longer than the time the
Fiscal Agent shall determine that said funds are not required for
the purpose for which they are intended. Interest in investments
in any fund or account shall accrue to and become a part of such
fund or account so invested.
Section 12. Particular Covenants of the City. So long
as any of the principal of and interest on the Bonds herein
authorized remain outstanding and unpaid, or until provisions are
made for the payment thereof, the City covenants with each of the
holders and owners of said Bonds as follows:
(A) The City will use the proceeds of the series of
Bonds herein authorized as soon as practicable and with all
reasonable dispatch for the purpose for which said Bonds are
issued as hereinbefore set forth. Said proceeds will not be
invested in any securities or obligations except for the tem-
porary period pending such use and said proceeds will not be used
directly or indirectly so as to cause all or any part of the
Bonds herein authorized to be or become "Arbitrage Bonds" within
the meaning of Section 103(c) of the Internal Revenue Code of
1954, as amended. The City further covenants that the proceeds
of the Bonds herein authorized will not be used to acquire
securities or obligations (other than obligations described in
Section 103(a)(1) of the Internal Revenue Code of 1954, as amen-
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ded) that will produce a yield higher than the yield of the Bonds
herein authorized unless a statute, regulation of the Treasury
Department of the United States, ruling by the Internal Revenue
Service of the United States or a decision by a court of ultimate
jurisdiction holds that the acquisition of securities or obliga-
tions producing a yield higher than said Bonds will not cause
said Bonds to be Arbitrage Bonds as defined in said Section
103(c) of the Internal Revenue Code of 1954, as amended.
(B) The City will comply fully with all the terms, pro-
visions and conditions of the Lease which require performance by,
or impose duties on, the City and that it will not permit any
default to occur on the part of the City; that it will fully and
promptly enforce all of the terms, provisions and conditions of
the Lease which require performance by, or impose duties on,
Famdoc and in the event of the occurrence of a default, as
defined in the Lease, will exercise all rights and remedies con-
ferred by the Lease for the full and complete protection of the
security and rights of the bondholders and, to the extent per-
mitted by the lease, will use its best efforts to procure a new
tenant or tenants for the leased property under lease provisions
which will provide funds sufficient in amount to make the rental
payments and other charges which Famdoc is required to make under
the Lease. If the City is unable to procure a new tenant who will
enter into such a lease, the City may, with the consent of the
holders of not less than sixty-six and two-thirds percent (66
2/3%) of the Bonds herein authorized at the time outstanding,
sell the Facility leased at a price not less than the amount of
the then outstanding Bonds plus interest then unpaid.
(C) The City will enforce collection of the rental
payment and other charges in the amounts and at the time set
forth in the Lease authorized hereby and will not reduce or cause
or permit to be reduced the rental payments and other charges
fixed, established and required by the Lease nor change or alter
the time or times when the same are due and payable under the
Lease. The City's obligation to pay the expenses of such enfor-
cement shall be limited to funds made available to it for that
purpose by the holders of the bonds or other interested parties.
(D) Until payment of all the Bonds and interest thereon
has been duly made or provided for, the City will not consent to
any change, amendment, modification or termination of said lease,
except as provided therein, which will in any manner affect
adversely the rights, remedies or interest of the bondholder.
(E) Any purchase price of the leased property, any pro-
ceeds of condemnation awards or insurance proceeds, any of which
are received by the City pursuant to the termination of the
Lease, or any other funds intended for the purpose of paying the
Bonds will be used solely and exclusively to pay the Bonds herein
authorized and the interest thereon according to their terms or
to redeem and pay any of the Bonds then outstanding and unpaid
then subject to redemption and payment. Upon receipt of any such
funds, and as soon as the Bonds are subject to redemption and
payment, the City shall proceed promptly to call the Bonds for
redemption and payment according to their terms and shall give
notice, or cause notice to be given thereof, as provided for by
the terms of this ordinance. Such funds shall be deposited with
the Fiscal Agent, and the same shall be used solely for the
payment of the Bonds herein authorized, accrued interest thereon,
and the charges of the Paying Agent and the Fiscal Agent for
paying the same.
(F) The City will not issue any other obligations
payable from payments by Famdoc, pursuant to the Lease, nor
voluntarily create or cause to be created any debt, lien, pledge,
assignment, encumbrance, or any other charge on said payments or
on the property subject to said Lease nor will it, unless
required by law or by the terms of said Lease, sell or otherwise
dispose of the Facility or any part thereof; provided, however,
that said City may issue from time to time additional revenue
bonds for the purpose of completing the construction or acquisi-
tion thereof on the land herein referred to, provided the
following terms and conditions are met:
(i) The City shall have entered into a lease or
agreement with Famdoc with rentals or payments at least suf-
ficient to pay the principal of and interest on said additional
bonds as the same become due.
(ii) Famdoc is not in default in the payment of
rent due under the Lease.
(iii) The issuance of said additional bonds shall
not affect the exemption from Federal income taxation of the
interest on the Bonds herein authorized.
In the event of the issuance of any such additional
bonds the City may pledge the Facility and the net earnings
therefrom to the payment of such additional bonds and the
interest thereon, provided the City also pledges the additional
construction, fixtures and equipment and the net earnings
therefrom, constructed or purchased out of the proceeds of such
additional bonds, to the payment of the Bonds herein authorized
and the interest thereon.
(G) The City will cause Famdoc to keep constantly
insured all buildings and improvements from time to time consti-
tuting a part of the property and premises leased to Famdoc in the
manner provided for the Lease herein authorized. The City's
share of the proceeds of any such insurance policies shall be
payable to and deposited with the Fiscal Agent as Insurance
Trustee. Any of the proceeds of such policies shall be used and
applied in the manner set forth in said lease.
(H) The City will cause the Fiscal Agent to maintain
adequate records and accounts relating to the Facility, separate
and apart from all other records or accounts of the City or the
Fiscal Agent, and such records and accounts shall be maintained
in accordance with generally accepted principles of accounting
and shall include complete details of all financial transactions
related to the Bonds authorized herein and the leased facilities.
Such records and accounts shall be specifically designed and
maintained to show whether or not the provisions of this ordi-
nance and the Lease referred to herein are being complied with.
Such books and records shall be available for inspection by the
agents of Famdoc or any of the holders of the Bonds authorized
herein during the regular business hours of the City or the
Fiscal Agent.
Section 13. Amendments. The provisions of the bonds
authorized by this ordinance and the provisions of this Ordinance
may be modified or amended at any time by the City with the writ-
ten consent of the holders of not less than sixty-six and two-
thirds percent (66 2/3%) in aggregate principal amount of the
Bonds herein authorized at the time outstanding, provided that no
such modification or amendment shall permit or be construed as
permitting: (a) the modification of any duties or respon-
sibilities of the Fiscal Agent unless it consents thereto, (b)
the extension of the maturity of the principal of any of the
Bonds issued hereunder, or the extension of the maturity of the
interest on any Bonds issued hereunder, (c) a reduction in the
principal amount of any Bonds or the rate of interest thereon, or
(d) a reduction in the aggregate principal amount of Bonds, the
consent of the holder of which is required for any such amend-
ment or modification. Any provision of the Bonds or of this
ordinance may, however, be modified or amended in any respect
with the written consent of the holders of all of the Bonds then
outstanding. Amendments to this ordinance which correct
omissions or ambiguities or which add to the security of the
bondholders may be made by the City when agreed to by Famdoc.
Every amendment or modification of a provision of the Bonds or of
this ordinance to which the written consent of the bondholders is
given as above provided shall be expressed in an ordinance of the
City amending or supplementing the provisions of this Ordinance
and shall be deemed to be a part of this Ordinance. It shall not
be necessary to note on any of the outstanding Bonds any
reference to such amendment or modification, if any. Upon
payment of the reasonable cost of preparing the same, a certified
copy of every such amendatory or supplemental ordinance, if any,
and a certified copy of this ordinance will be sent by the City
Clerk to any such bondholder or prospective bondholder requesting
the same.
The lease herein authorized may be amended by the City
and Famdoc as provided therein, except as to rent or certain
other matters which may be made only with the consent of a spe-
cified percentage of the holders of the then outstanding Bonds.
Section 14. Enforcement. The provisions of this
Ordinance shall constitute a contract between the City and the
holders of the Bonds herein authorized, and the holder of any one
or more of said Bonds may sue to recover interest or principal
which has not been paid according to the terms of said Bonds.
The holders of twenty-five percent (25%) of the principal amount
of Bonds then outstanding may sue in any action, in mandamus,
injunction or other proceedings, whether at law or in equity, to
enforce or compel performance of all duties and obligations
required by this Ordinance to be done or performed by said City
or by Famdoc. Nothing contained in this Ordinance shall,
however, be construed to impose on said City any duty or obliga-
tion to levy any taxes either to meet any obligation contained
herein or to pay the principal of or interest on the Bonds of the
City herein authorized.
Section 15. Declaration of Maturity of Bonds in the
Event of Default. In the event the principal of or interest on
the Bonds herein authorized is not paid according to the terms
thereof either on maturity or upon call for redemption, then the
holders of twenty-five percent (25%) of the principal amount of
Bonds then outstanding may, by written notice given to the Mayor
or City Clerk, declare the principal of all the Bonds herein
authorized then outstanding to be due and payable immediately,
and upon such declaration given as aforesaid, all of said Bonds
shall be immediately due and payable, anything in said Bonds or
in the Ordinance contained to the contrary notwithstanding. This
provision, however, is subject to the condition that if at any
time thereafter, all arrears of interest, except interest accrued
but not yet due, and all arrears of principal shall have been
paid in full, then in every such case, the holders of a majority
in principal amount of the bonds then outstanding, by written
notice to the Mayor or City Clerk, may rescind and annul such
declaration and its consequences, but no such rescission or
annulment shall extend to or affect any subsequent default or
impair any rights consequent thereon.
Section 16. Defeasance. When all of the Bonds of the
City herein authorized and all coupons representing interest
thereon shall have been paid and discharged, then the requirements
contained herein and the pledge of revenues made hereunder and
all other rights granted hereby, shall cease and determine.
Bonds shall be deemed to have been paid and discharged within the
meaning of this ordinance and within the meaning of the Lease
authorized by this ordinance when there shall have been deposited
with the Fiscal Agent at or prior to the maturity or redemption
date of said Bonds, in trust for and irrevocably appropriated
- 10 -
Section 18. Provisions Relating to the Fiscal Agent.
(A) Prior to the receipt of the Bond proceeds pursuant
to the provisions of Section 8 hereof, the Fiscal Agent shall
file with the City Clerk its written acceptance of the duties
specified in this Ordinance and in the Lease and its agreement to
act in said capacity.
(B) The Fiscal Agent's duties and responsibilities
shall be limited to those expressly set forth in this Ordinance
and under the Lease. The Fiscal Agent's duties also include
these rights, duties, responsibilities and obligations which are
reserved to or imposed upon the City under the ordinance and the
lease, except only such of those rights, duties, responsibilities
and obligations as may be properly and lawfully exercised by or
imposed upon the City.
(C) All resolutions, opinions, certificates and other
instruments referred to or provided for herein or in the Lease
may be accepted by the Fiscal Agent as conclusive evidence of the
facts, opinions and conclusions stated therein and shall be full
warrant, protection and authority to the Fiscal Agent for any
action reasonably taken pursuant thereto. The Fiscal Agent shall
be under a duty to examine any such resolutions, opinions, cer-
tificates and other instruments to determine whether or not they
conform to the requirements of this ordinance and the Lease.
(D) The Fiscal Agent shall not be liable with respect
to any action taken or omitted to be taken by it in good faith
and, if appropriate, upon advice of counsel who may be counsel
thereto, sufficient moneys for the payment of the principal
thereof and interest accrued to the date of maturity or redemp-
tion, as the case may be, or if default in such payment shall
have occurred on such date, then to the date of the tender of
such payments; provided, always, that if any such bonds shall be
redeemed prior to the maturity thereof, the City shall have
elected to redeem such bonds and notice of such redemption shall
have been given. Any moneys which at any time shall be deposited
with the said Fiscal Agent by or on behalf of the City, for the
purpose of paying and discharging any of the Bonds, shall be, and
are hereby, assigned, transferred and set over to such Fiscal
Agent in trust for the respective holders of the Bonds, and such
moneys shall be and are hereby irrevocably appropriated to the
payment and discharge thereof. If, through lapse of time or
otherwise, the holders of said Bonds shall no longer be entitled
to enforce payment of their obligations, then, in such event, it
shall be the duty of said bank forthwith to return said funds to
the City. All moneys deposited with such Fiscal Agent shall be
deemed to be deposited in accordance with and subject to all of
the provisions contained in this ordinance.
Section 17. List of Bondholders. The holder or
holders of these bonds shall at all times be registered with the
Fiscal Agent. The Bond Register shall contain the name, address
and Federal Employers Identification Number of the bond holder
and the number or numbers of all bonds held by such bond holder.
The Fiscal Agent shall be under no responsibility with regard to
the accuracy of said list. The fiscal agent may rely on such
list, however, and will be held harmless in doing so, in making
interest or principal distributions and in publishing notices
otherwise required by this bond. At reasonable times and under
reasonable regulations,.established by the Fiscal Agent, said
list may be inspected and copied by Famdoc or by the holders
and/or owners (or a designated representative thereof) of twenty-
five percent (25%) or more in principal amount of Bonds then
outstanding, such ownership and the authority of any such
designated representative to be evidenced to the satisfaction of
the Fiscal Agent.
Section 18. Provisions Relating to the Fiscal Agent.
(A) Prior to the receipt of the Bond proceeds pursuant
to the provisions of Section 8 hereof, the Fiscal Agent shall
file with the City Clerk its written acceptance of the duties
specified in this Ordinance and in the Lease and its agreement to
act in said capacity.
(B) The Fiscal Agent's duties and responsibilities
shall be limited to those expressly set forth in this Ordinance
and under the Lease. The Fiscal Agent's duties also include
these rights, duties, responsibilities and obligations which are
reserved to or imposed upon the City under the ordinance and the
lease, except only such of those rights, duties, responsibilities
and obligations as may be properly and lawfully exercised by or
imposed upon the City.
(C) All resolutions, opinions, certificates and other
instruments referred to or provided for herein or in the Lease
may be accepted by the Fiscal Agent as conclusive evidence of the
facts, opinions and conclusions stated therein and shall be full
warrant, protection and authority to the Fiscal Agent for any
action reasonably taken pursuant thereto. The Fiscal Agent shall
be under a duty to examine any such resolutions, opinions, cer-
tificates and other instruments to determine whether or not they
conform to the requirements of this ordinance and the Lease.
(D) The Fiscal Agent shall not be liable with respect
to any action taken or omitted to be taken by it in good faith
and, if appropriate, upon advice of counsel who may be counsel
1
for the Fiscal Agent or the City or Famdoc.
(E) No provision contained in this Section shall be
construed to relieve the Fiscal Agent from liability for its own
negligent action, its own negligent failure to act, or its own
willful misconduct, except that this subsection shall not be
construed to limit the effect of subsections (B), (C) and (D) of
this section and the Fiscal Agent shall not be liable for any
error of judgment made in good faith unless it shall be proved
that the Fiscal Agent was negligent in ascertaining the pertinent
facts.
(F) The Fiscal Agent shall have the right to buy, sell,
own, deal or trade in the Bonds or the coupons relating thereto
without giving notice thereof to the City or Famdoc or any
bondholder and without incurring any liability whatsoever with
respect thereto.
(G) The Fiscal Agent may resign by an instrument in
writing delivered to the City and Famdoc to take effect not
sooner than ninety (90) days after its delivery, whereupon the
City, with the consent of Famdoc, shall immediately, in writing,
designate a successor fiscal agent. Such successor fiscal agent
shall be a bank, trust company or national banking association
which is a member of the Federal Reserve System and has a capital
stock and surplus aggregating at least that of the Fiscal Agent
at the time of its designation hereunder. Such successor fiscal
agent shall be subject to the same duties and obligations and
shall have the same rights, privileges and immunities specified
in this Ordinances and in the Lease for the Fiscal Agent. Any
successor fiscal agent shall file an acceptance in the form
referred to in subparagraph (A) hereof with the City Clerk within
ten (10) days of its appointment.
(H) The Fiscal Agent shall be entitled to payment or
reimbursement for reasonable fees for its ordinary services and
all advances, counsel fees and other ordinary expenses reasonably
and necessarily made or incurred by it in connection with its or-
dinary services, all such fees and expenses to be paid by Famdoc
as Additional Rent as specified in Article II of the Lease.
Section 19. Authorization of Lease. The tract of land
herein referred to and the building and improvements to be
acquired thereon pursuant to this Ordinance shall be leased to
Famdoc under and pursuant to a Lease dated November 1, 1984,
substantially in the form attached to this Ordinance and marked
Exhibit A, which Lease the Mayor and City Clerk are hereby
authorized and directed to execute for and on behalf of and as
the act and deed of the City.
Section 20. Severability. If any one or more of the
covenants, agreements or provisions of this Ordinance, or of the
Lease, should be held contrary to any express provision of law or
contrary to the policy of express law, though not expressly pro-
hibited, or against public policy, or should for any reason what-
soever be held invalid, then such covenants, agreements or
provisions shall be null and void and shall be deemed separate
from the remaining covenants, agreements or provisions, and shall
in no way affect the validity of the other provisions of this
Ordinance or of the Bonds issued hereunder, or of the Lease.
Section 21. Conveyance of Facility. Upon receipt by
the City of
Lease, title
to Famdoc as
appropriate
directed to
necessary to
the purchase price of the property subject to said
to said property shall be transferred and conveyed
provided in the Lease, and Famdoc and other
officers of said City are hereby authorized and
execute such deeds and other instruments as may be
effect such conveyance and transfer.
- 12 -
Section 22. Right to Collect Property Taxes. The City
is issuing these bonds on the condition that Famdoc, Inc. waive
any property tax exemption and subject said property to all the
other taxes otherwise permitted under K.S.A. 79-201(a), as
amended.
ATTEST:
4
D. L. Harrison, City Clerk
J
Charles Roth, Mayor
- 13 -
Section
23. Effective
Date. This Ordinance shall take
effect and be in
force from and
after its passage and publication
in the official
City paper.
PASSED
AND APPROVED•by
the governing body of the City of
Salina, Kansas,
this 19th day of
November, 1984.
ATTEST:
4
D. L. Harrison, City Clerk
J
Charles Roth, Mayor
- 13 -
SCHEDULE 1 TO LEASE DATED NOVEMBER 1, 1984
BY AND BETWEEN THE CITY OF SALINA, KANSAS
AND
FAMDOC, INC.
AND TO
ORDINANCE NO. 84-9047 OF SAID CITY RELATING THERETO
CITY OF SALINA, KANSAS
FAMDOC, INC.
SCHEDULE 1
Legal. Description of Demised Property
All of the property described below, which is situated in
Lots 2 and 3, Block 5 of the Northeast Industrial Park, City
of Salina, Saline County, Kansas, to -wit:
Starting at a point at which the boundary lines of Lots
1, 2 and 3 of Block 5 of the Northeast Industrial Park,
City of Salina, Saline County, Kansas, intersect, then
proceed 7.33' South along the common boundary line of
Lots 1 and 2, then proceed Southeasterly at a 60° angle
from the common boundary line of Lots 1 and 2, 24.17'
to the point of beginning. From the point of the
beginning, proceed 58.0' Northeasterly at a 30' angle
to the North boundary line of Lot 2, then proceed 49.0'
Southeasterly at a 90* angle to the Northwesterly line
of this property, then proceed Southwesterly parallel
with the Northwesterly line of this property 58.01,
then proceed Northwesterly, parallel with the
Northeasterly line of this property to the point of the
beginning.
1
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