84-8992 IRB Santa Fe Office1
1
(Published in The Salina Journal, January 17, 1984).
ORDINANCE NO. 84-8992
AN ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS, TO
PURCHASE AND ACQUIRE CERTAIN REAL ESTATE LOCATED
WITHIN THE CORPORATE LIMITS OF THE CITY AND TO RECONSTRUCT
AND REMODEL ON SAID REAL ESTATE CERTAIN BUILDINGS AND
IMPROVEMENTS TO BE LEASED TO SANTA FE OFFICE PLAZA, A
PARTNERSHIP OF SALINA, KANSAS; AUTHORIZING AND DIRECTING
THE ISSUANCE OF $450,000.00 PRINCIPAL AMOUNT OF SALINA,
KANSAS SANTA FE OFFICE PLAZA REVENUE BONDS OF 1983 OF
SAID CITY FOR THE PURPOSE OF PROVIDING FUNDS FOR
THE PURCHASE AND ACQUISITION OF THE REAL ESTATE AND
THE RECONSTRUCTION AND REMODELING OF THE IMPROVEMENTS
ON SAID REAL ESTATE TO BE USED FOR COMMERCIAL
FACILITIES TO BE LEASED TO SANTA FE OFFICE PLAZA; AND
PRESCRIBING THE FORM AND AUTHORIZING THE EXECUTION
OF A LEASE BETWEEN THE CITY AND SANTA FE OFFICE PLAZA
WHEREAS, the City of Salina, Kansas, hereinafter some-
times referred to as "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 promote, stimulate and develop the general economic
welfare and prosperity of the State of Kansas; and
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WHEREAS, pursuant to the provisions of K.S.A. 12-1740
to K.S.A. 12-1749a inclusive, as amended, hereinafter some-
times referred to as "Act", the City is authorized to issue
revenue bonds of the City, and it is hereby found and deter-
mined to be advisable and in the interest and for the
welfare of the City and its inhabitants that revenue bonds
of the City in the principal amount of $450,000.00 be autho-
rized and issued, for the purpose of providing funds to
purchase and acquire certain real estate located within the
corporate limits of the City and to reconstruct and remodel
on said real estate certain buildings and improvements, all
to be used as commercial facilities to be leased to Santa Fe
Office Plaza, a partnership, with its principal place of
business at Salina, Kansas, hereinafter sometimes referred
to as "Company", the proceeds of said Bonds to be used for
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said purposes in conjunction with funds otherwise made
available for said purposes:
NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF
THE CITY OF SALINA, KANSAS:
SECTION 1. That the City is hereby authorized to
purchase, lease or otherwise acquire the real estate de-
scribed on Exhibit "A" attached hereto and by reference made
a part hereof, and to reconstruct and remodel on said real
estate certain buildings and improvements as hereinafter set
forth, hereinafter sometimes referred to as the "project",
to be used as commercial facilities in accordance with the
provisions of a Lease dated as of December 1, 1983, between
the City and the Company, hereinafter sometimes referred to
as "Lease", said Lease being authorized by Section 16 of
this Ordinance, all at a cost to be paid by the City from
the proceeds of the revenue bonds herein authorized not in
excess of $450,000.00.
SECTION 2. That for the purpose of providing funds to
pay the cost of the project there shall be issued and hereby
are authorized and directed to be issued Salina, Kansas,
Santa Fe Office Plaza Revenue Bonds of 1983, of the City of
Salina, Kansas, in the aggregate principal amount of
$450,000.00, hereinafter sometimes referred to as "Bonds" or
"Revenue Bonds". The Bonds and interest thereon shall be
paid solely and only from the money, revenues, fees,
charges, rentals and other amounts received under the terms
of the Lease of the project to the Company and not from any
other fund or source. The City hereby pledges the project,
the Lease and the amounts receivable thereunder to the
payment of the Bonds and the interest thereon, so that
payment thereof is secured by a first lien on the project.
SECTION 3. The Salina, Kansas, Santa Fe Office Plaza
Revenue Bonds of 1983, shall be dated as of December 1,
1983, and each Bond shall be fully registered, without
coupons, and shall be in the denomination of $1,000.00 or
any multiple thereof, not exceeding the aggregate principal
amount of $450,000.00. The Bonds shall be numbered from one
consecutively upward in order of issuance. Interest at the
variable rate hereinafter provided shall be payable semi-
annually on June lst and December 1st of each year commenc-
ing June 1, 1984. The principal of and interest on the
Bonds shall be payable by check or draft in lawful money of
the United States of America at the principal office of The
National Bank of America at Salina, a national banking
association with its principal place of business at Salina,
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W,
Kansas, hereby designated as the fiscal agent for the Bonds
and as the City's bond registrar and hereinafter sometimes
referred to as the "Paying Agent" or as the "Bond Regis-
trar".
The variable rate of interest payable on the Bonds
shall be equal to eighty percent (80%) of the "Base Rate"
(published rate for commercial loans) of The National Bank
of America at Salina, Salina, Kansas, in effect on the date
of issuance of the Bonds, which rate shall be adjusted
annually without notice on the first day of December each
year commencing on December 1, 1984, to a rate equal to
eighty percent (80%) of the Base Rate of The National Bank
of America at Salina, Salina, Kansas, in effect on each such
interest rate adjustment date, and the rate so determined on
each such date shall remain in effect without further
adjustment for a period of one year and until the next
annual interest rate adjustment date.
The Bonds shall be subject to redemption and payment,
as follows:
(a) The Bonds or portions thereof shall be subject to
mandatory redemption and payment in specified semi-
annual amounts pursuant to the terms of the sinking
fund described herein, on June 1st and December 1st of
each year commencing June 1, 1984, at the principal
amount thereof plus accrued interest thereon to the
date fixed for such redemption and payment, without
premium. As and for a sinking fund for the retirement
of the Bonds, but subject to the provisions hereof, the
basic rent payments specified in Article II of the
Lease which are to be deposited in the principal and
interest account hereinafter created, on or before
May 15th and November 15th of each year commencing
May 15, 1984, shall be sufficient in amount to redeem
and the City hereby agrees to redeem from the deposits
thereunder, the following principal amounts of Bonds on
each of the following dates:
Principal
Date Amount
June 1, 1984 $ 6,000.00
December 1, 1984 7,000.00
June 1, 1985 7,000.00
December 1, 1985 8,000.00
June 1, 1986 8,000.00
December 1, 1986 8,000.00
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Total $450,000.00
(b) Each Bond or portion thereof shall be subject to
redemption and payment prior to the date for the manda-
tory redemption and payment thereof pursuant to the
terms of the sinking fund described in sub -paragraph
(a) of this Section 3, at the option of the City upon
instructions from the Company, in whole or in part, in
the principal amount of not less than $1,000.00 or any
multiple thereof, on June 1, 1984, or on any interest
payment date thereafter, at the principal amount
thereof plus accrued interest thereon to the date
specified for such redemption and payment, without
premium or prepayment consideration. Any amounts
prepaid hereunder shall be applied first to the payment
of the Bonds with the longest maturity dates.
(c) At least 15 days prior to the date fixed for
redemption, the Company shall pay or cause to be paid
to the Paying Agent the amounts required to pay the
Bonds or portions thereof called for redemption,
including accrued interest.
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June
1,
1987
9,000.00
December
1,
1987
9,000.00
June
1,
1988
10,000.00
December
1,
1988
10,000.00
June
1,
1989
11,000.00
December
1,
1989
11,000.00
June
1,
1990
12,000.00
December
1,
1990
12,000.00
June
1,
1991
13,000.00
December
1,
1991
14,000.00
June
1,
1992
15,000.00
December
1,
1992
15,000.00
June
1,
1993
16,000.00
December,
19,
1993
17,000.00
June
1,
1994
18,000.00
December
1,
1994
19,000.00
June
1,
1995
20,000.00
December
1,
1995
20,000.00
June
1,
1996
22,000.00
December
1,
1996
23,000.00
June
1,
1997
25,000.00
December
1,
1997
25,000.00
June
1,
1998
30,000.00
.
December
1,
1998
30,000.00
Total $450,000.00
(b) Each Bond or portion thereof shall be subject to
redemption and payment prior to the date for the manda-
tory redemption and payment thereof pursuant to the
terms of the sinking fund described in sub -paragraph
(a) of this Section 3, at the option of the City upon
instructions from the Company, in whole or in part, in
the principal amount of not less than $1,000.00 or any
multiple thereof, on June 1, 1984, or on any interest
payment date thereafter, at the principal amount
thereof plus accrued interest thereon to the date
specified for such redemption and payment, without
premium or prepayment consideration. Any amounts
prepaid hereunder shall be applied first to the payment
of the Bonds with the longest maturity dates.
(c) At least 15 days prior to the date fixed for
redemption, the Company shall pay or cause to be paid
to the Paying Agent the amounts required to pay the
Bonds or portions thereof called for redemption,
including accrued interest.
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(d) Upon the happening of the above conditions, the
Bonds or portions thereof called for redemption from
and after the redemption date shall cease to bear
interest, shall no longer be entitled to the benefits
and protection of the covenants herein contained and
shall not be deemed to be outstanding hereunder.
(e) If a Bond is redeemed in part, it need not be
delivered to the Bond Registrar to note such partial
redemption and payment, but in lieu thereof the owner
of the Bond may endorse on the Bond an acknowledgement
of partial redemption, such acknowledgement to be made
in the form set out in Section 5 hereof. Such partial
redemption shall be valid upon payment of the amount
thereof to the registered owner of the Bond and the
City and the Bond Registrar shall be fully released and
discharged of all liability to the extent of such
payment, regardless of whether such endorsement shall
have been made upon the Bond by the registered owner
thereof and irrespective of any error or omission in
such endorsement. If a Bond is to be redeemed or paid
in full, it shall be delivered to the Bond Registrar
for payment.
(f) Notice of any redemption of any Bond or portion
thereof provided for or permitted by this Ordinance
shall be given in the name of the City by the Company
to the Bond Registrar by mail or by delivery in person
to the Bond Registrar, such notice to be mailed or
delivered in person at least 20 days prior to the date
fixed for such redemption and payment and specify the
amount of Bonds or portions thereof to be redeemed and
paid on account of such payment. The Bond Registrar
shall thereupon give notice of such redemption and
payment to the registered owner of each Bond to be
redeemed in full or in part at the address shown on the
registration books to be maintained by the Bond Regis-
trar, such notice to be given by mail or delivery in
person at least 15 days prior to the date fixed for
such redemption and payment and specify the number of
each Bond to be redeemed and paid in whole or in part.
Neither the Paying Agent nor the Bond Registrar shall
be under any obligation to give any other notice of a
redemption or payment hereunder.
(g) In the event the interest on the Bonds is includ-
able in the gross interest of the owners of the Bonds
for federal income tax purposes by reason of the
failure of such Bonds to qualify for the exemption
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fl
provided in Sec. 103(b)(6)(A) of the Internal Revenue
Code of 1954, as amended, or by reason of the termi-
nation of such exemption, then in either of such events
the rate of interest payable on all of such Bonds then
outstanding shall be adjusted to a rate equal to the
Base Rate hereinbefore defined, effective as of the
date upon which the Internal Revenue Service, the
Company or the Fiscal Agent shall give written notice
to the City, the Company and the Fiscal Agent of the
inclusion of the interest on the Bonds in the gross
income of the owners of the Bonds.
(h) The City covenants that it will, so long as any
Bond remains outstanding, keep at the office of the
Bond Registrar books for the registration of the Bonds
as herein provided. The Bond Registrar shall maintain
a record of the name, address and series of the regis-
tered owner of each Bond. Each Bond shall be made
payable only to the registered owner as shown on the
registration books and may not be registered to the
bearer thereof. Each Bond shall be transferable only
upon the books maintained by the Bond Registrar by the
registered owner thereof in person or by his attorney
duly authorized in writing upon surrender thereof
together with a written instrument satisfactory to the
Bond Registrar duly executed by the registered owner or
his duly authorized attorney. Upon the transfer of any
such Bond, the Bond Registrar shall issue in the name
of the transferee a new Bond or Bonds of the same
series and of the same aggregate principal amount in
maturity as the unpaid principal amount of the surren-
dered Bond, in any denomination herein authorized.
Except for the costs and charges referred to below, any
such transfer, registration or exchange of Bonds shall
be without charge to the owner of the Bonds.
Any Bond or Bonds upon surrender thereof to the
Bond Registrar with a written instrument of transfer
satisfactory to the Bond Registrar, duly executed by
the registered owner or his duly authorized attorney,
may, at the option of the registered owner thereof, be
exchanged for an equal aggregate principal amount of
the Bonds in any denomination herein authorized.
The City, the Bond Registrar, the Paying Agent and
the Company may deem and treat the person in whose name
any Bond shall be registered as the absolute owner of
such Bond, and the address of the registered owner as
shown on the books of the Bond Registrar as the address
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of such registered owner, whether such Bond shall be
overdue or not, for the purpose of receiving any notice
required or permitted under the terms of this Ordi-
nance, the Lease or otherwise, for the purpose of
receiving payment of or on account of the principal of
and interest on such Bond and for all other purposes,
and all such payments so made to such registered owner
or upon his order shall be valid and effectual to
satisfy and discharge the liability upon such Bond to
the extent of the sum or sums so paid and neither the
City, the Bond Registrar, the Paying Agent nor the
Company shall be affected by any -notice to the con-
trary, but such registration may be changed as herein
provided.
In all cases in which the privilege of trans-
ferring the Bonds is exercised, the Bond Registrar
shall authenticate and deliver a new Bond or Bonds in
accordance with the provisions of this Ordinance. For
every such exchange or transfer of a Bond, the Bond
Registrar may make a charge to the owner of the Bond or
Bonds sufficient to reimburse it for any tax or other
governmental charge required to be paid with respect to
such exchange or transfer. The fees and charges of the
Bond Registrar for making any exchange or transfer
provided for in this Ordinance and the expense of any
Bond printing necessary to effect the subsequent
exchange or transfer of the Bond will be paid by the
Company.
SECTION 4. The Bonds and each of them shall be exe-
cuted for and on behalf of the City by the manual or facsim-
ile signature of its Mayor and attested by the manual or
facsimile signature of the City Clerk on the face of each
Bond, with the seal of the City affixed. The Bonds shall
not be valid obligations under the provisions of this
Ordinance until authenticated by the Bond Registrar by the
execution of the Certificate of Authentication appearing on
each such Bond.
SECTION 5. Each of the Bonds and the certificates
attached thereto shall be in substantially the following
form:
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No. $
UNITED STATES OF A4ERICA
STATE OF KANSAS
COUNTY OF SALINE
CITY OF SALINA
SALINA, KANSAS, SANTA FE OFFICE PLAZA
REVENUE BONDS OF 1983
December 1, 1983
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, solely out of the revenues
hereinafter specified, to:
the registered owner thereof, or registered assigns, the
principal sum of:
in lawful money of the United States of America, on:
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except as the provisions hereinafter set forth with respect
to redemption prior to maturity may become applicable
thereto, and to pay to the registered owner hereof interest
thereon at the variable rate hereinafter provided semi-
annually on June 1st and December 1st of each year commenc-
ing on June 1, 1984, with the principal and interest on this
Bond to be payable at the principal office of The National
Bank of America at Salina, a national banking association
with its principal place of business at Salina, Kansas
(hereinafter sometimes referred to as the "Paying Agent").
The variable rate of interest payable on this Bond
shall be equal to eighty percent (80%) of the "Base Rate"
(published rate for commercial loans) of The National Bank
of America at Salina, Salina, Kansas, in effect on the date
1
of issuance of this Bond, which rate shall be adjusted
annually without notice on the first day of December each
year commencing on December 1, 1984, to a rate equal to
eighty percent (80%) of the Base Rate of The National Bank
of America at Salina, Salina, Kansas, in effect on each such
interest rate adjustment date, and the rate so determined on
each such date shall remain in effect without further
adjustment for a period of one year and until the next
annual interest rate adjustment date.
THIS BOND is one of the Bonds aggregating the principal
amount of $450,000.00, authorized by Ordinance of said City,
issued for the purpose of providing funds to purchase and
acquire certain real estate located within the corporate
limits of the City, and to reconstruct and remodel on said
real estate certain buildings and improvements (hereinafter
referred to as the "project") to be used as a commercial
facility to be leased to Santa Fe Office Plaza, a partner-
ship with its principal place of business at Salina, Kansas,
hereinafter sometimes referred to as the "Company", pursuant
to a Lease dated as of December 1, 1983, by and between the
City and the Company, for commercial purposes, by the
authority of and in conformity with the provisions and
limitations of the Constitution and the Statutes of the
State of Kansas, including K.S.A. 12-1740 to K.S.A.
12-1749a, and all amendments thereof and acts supplemental
thereto, and all other provisions of the laws of the State
of Kansas applicable thereto, and in accordance with a Lease
dated as of December 1, 1983, between the City and the
Company (hereinafter sometimes referred to as the "Lease").
This Bond does not constitute a debt of the City within
the meaning of any constitutional or statutory limitation.
This Bond and all interest thereon shall be payable by the
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 project and not from any other fund or
source. Pursuant to the provisions of said statute, the
governing body of the City does hereby pledge the project
and the net earnings therefrom to the payment of the Bonds
of which this Bond is a part and the interest thereon.
Reference is hereby made to the Lease for a description of
the covenants of the City with respect to the collection,
segregation and application of the revenues derived from the
project, the nature and extent of the security for the
Bonds, the rights, duties and obligations of the City and of
the Paying Agent with respect thereto, and the rights of the
holders thereof.
1
Each of the Bonds or portions thereof is subject to
mandatory redemption and payment in specified semi-annual
amounts pursuant to the terms of the sinking fund provided
for in the Ordinance, on June 1st and December 1st of each
year commencing June 1, 1984, to and including the maturity
date of this Bond, without premium.
Each of the Bonds or portions thereof may be called for
redemption and payment prior to maturity at the option of
the City upon instructions from the Company and in the
manner specified in the Ordinance of the City authorizing
the issuance of the Bonds, on June 1, 1984, or any interest
payment date thereafter (in the principal amount of
$1,000.00 or any multiple thereof), at the par value thereof
and accrued interest to date of redemption, without premium
or prepayment consideration. Bonds or portions of Bonds to
be redeemed and paid prior to maturity shall be selected by
the Bond Registrar in the manner specified in the Ordinance.
All Bonds or portions of Bonds subject to or called for
redemption will cease to bear interest on the specified
redemption date provided funds for their redemption and
payment are on deposit with the Paying Agent prior to the
redemption date. If this Bond is redeemed in part it need
not be presented to the Bond Registrar but such partial
redemption shall be marked on the form provided hereon.
Notice of the City's intention to redeem and pay said Bonds
pursuant to any of the redemption provisions aforesaid,
specifying the number of the Bonds or portions thereof to be
redeemed and paid, shall be given by the Bond Registrar not
less than 15 days prior to the date fixed for redemption and
payment. Notice of any such redemption may be given by
certified mail or by personal delivery to the registered
owner of the Bond and shall be deemed to have been given
when mailed or delivered to the registered owner of the Bond
at the address shown on the registration books maintained by
the Bond Registrar.
In the event the interest on the Bonds is includable in
the gross interest of the owners of the Bonds for federal
income tax purposes by reason of the failure of such Bonds
to qualify for the exemption provided in Sec. 103(b)(6)(A)
of the Internal Revenue Code of 1954, as amended, or by
reason of the termination of such exemption, then in either
of such events the rate of interest payable on all of such
Bonds then outstanding shall be adjusted to a rate equal to
the Base Rate hereinafter defined, effective as of the date
upon which the Internal Revenue Service, the Company or the
Fiscal Agent shall give written notice to the City, the
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Company and the Fiscal Agent of the inclusion of the inter-
est on the Bonds in the gross income of the owners of the
Bonds.
This Bond is transferable, as provided in the Ordi-
nance, only upon the books of the City kept for that purpose
at the office of the Bond Registrar, by the registered owner
hereof in person, or by his attorney duly authorized in
writing, upon surrender of this Bond together with a written
instrument of transfer satisfactory to the Bond Registrar
duly executed by the registered owner or his duly authorized
attorney, and upon payment of any charges prescribed in the
Ordinance, and thereupon a new Bond or Bonds, shall be
issued to the transferee in exchange therefor as provided in
the Ordinance. The City, the Bond Registrar, the Paying
Agent and the Company may deem and treat the person in whose
name this Bond is registered as the absolute owner hereof
for the purpose of receiving payment of, or on account of,
the principal hereof and interest due hereon and for all
other purposes.
The Bonds are issuable in the form of fully registered
Bonds without coupons in the denomination of $1,000.00 or
any multiple thereof. The owner of any Bond or Bonds may
surrender the same to the Bond Registrar, together with a
written instrument of transfer satisfactory to the Bond
Registrar duly executed by the registered owner or his duly
authorized attorney, in exchange for a Bond or Bonds of the
same maturity in an equal aggregate principal amount, in any
denomination authorized by the Ordinance.
This Bond shall not be valid or binding on the City
until this Bond shall have been authenticated by the execu-
tion by the Bond Registrar of the Certificate of Authentica-
tion hereof.
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
manual or facsimile signature of its Mayor and attested by
1
the manual or facsimile signature of its City Clerk, and its
seal to be hereto affixed or imprinted hereon, and this Bond
to be dated this 1st day of December, 1983.
John F. Burgess, Mayor
Attest:
D. L. Harrison, City Clerk
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within
mentioned Ordinance. The effective date of registration of
this Bond is
THE NATIONAL BANK OF AMERICA AT
SALINA, SALINA, KANSAS
BY:
Authorized Signature
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and
transfers unto:
the within Revenue Bond, Salina, Kansas, Santa Fe Office
Plaza Revenue Bonds of 1983, of the City of Salina, Kansas,
and hereby authorizes the transfer of this Bond on the
Registration Books of the Bond Registrar. The undersigned
certifies that the transferee has read the notice contained
in the Acknowledgment of Partial Redemption which consti-
tutes a part of this Bond.
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Dated:
SIGNATURE GUARANTEED BY
(Name of Bank)
BY:
Title:
ACKNOWLEDGMENT OF PARTIAL REDEMPTION
11 Notice: Under the provisions of the Ordinance, partial
payment or prepayment of the principal of this Bond may be
made directly to the owner hereof without surrender hereof
to the Bond Registrar. The owner hereof may record any such
prepayment on the table set forth below. Accordingly, any
purchaser or other transferee of this Bond should verify
with the Bond Registrar the principal hereof outstanding
prior to such purchase or transfer, and the records of the
Bond Registrar shall be conclusive for such purposes.
Payment Amount Payment Amount
Date Paid Signature Date Paid Signature
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SECTION 6. The Mayor and City Clerk are hereby autho-
rized and directed to prepare and execute in the manner
hereinbefore specified the Salina, Kansas, Santa Fe Office
Plaza Revenue Bonds of 1983, of the City herein authorized
and to sell and deliver said Bonds to The National Bank of
America at Salina, a national banking association with its
principal place of business at Salina, Kansas, upon full
payment of the purchase price therefore and upon compliance
with Section 23 of this Ordinance, and to pay the proceeds
from the sale thereof to the Paying Agent hereinafter desig-
nated to be deposited in the City of Salina, Kansas, Con-
struction Fund for Santa Fe Office Plaza Revenue Bonds of
1983 (hereinafter referred to as "Construction Fund") and
disbursed by the Paying Agent for the purposes set forth in
Article III and Article IV of the Lease dated as of Decem-
ber 1, 1983, for the acquisition and construction of the
project. Upon receipt of the following documents, the Bond
Registrar shall authenticate and deliver Bonds in the
principal amount of $450,000.00, as directed by the City:
(a) A copy of this Ordinance duly executed by the
Mayor and sealed and attested by the City Clerk.
(b) An original executed counterpart of the Lease
authorized by this Ordinance and evidence of the
authority of the Company to enter into the Lease.
(c) A request and authorization to the Bond Registrar
on behalf of the City and signed by the Mayor or City
Treasurer, directing the Bond Registrar and the Paying
Agent to authenticate and deliver the Bonds to the
purchaser or purchasers therein identified upon payment
to the Paying Agent, but for the account of the City,
of a specified sum plus accrued interest.
SECTION 7. There is hereby authorized and ordered to
be established in the hands of the Paying Agent a sinking
fund to be designated as the "City of Salina, Kansas, Prin-
cipal and Interest Account for Santa Fe Office Plaza Revenue
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Bonds of 1983" (hereinafter referred to as "Principal and
Interest Account"). In addition, there is hereby authorized
and ordered to be established in the hands of the Paying
Agent a separate account to be designated as the "City of
Salina, Kansas, Revenue Account for Santa Fe Office Plaza
Revenue Bonds of 1983" (hereinafter referred to as "Revenue
Account"). In addition, there is hereby authorized and
ordered to be established in the hands of the Paying Agent a
separate account to be designated as the City of Salina,
Kansas, Construction Fund for Santa Fe Office Plaza Revenue
Bonds of 1983 (hereinafter referred to as "Construction
Fund"). Prior to receipt of the proceeds from the issuance
of the Bonds as herein set forth, the Paying 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. The duties and respon-
sibilities of the Paying Agent shall be limited to those
expressly set forth in this Ordinance and under the Lease
and shall further include those duties, responsibilities and
obligations which are imposed upon the City under this
Ordinance and the Lease, excepting only such of those
duties, responsibilities and obligations as may only be
properly and lawfully exercised by or acted upon by the
City.
SECTION 8. The City covenants and agrees that from and
after the delivery of the revenue Bonds herein authorized
and so long as any of the Bonds shall remain outstanding the
City will maintain the Principal and Interest Account and
the Revenue Account referred to in Section 7. The City
shall cause the Bond Registrar to keep on file at the
principal office of the Bond Registrar the name and address
of the holder of the Bonds issued hereunder. At reasonable
times and under reasonable regulations established by the
Bond Registrar, said list may be inspected and copied by the
Company, or its representatives, or by the holders of 25% or
more in principal amount of the Bonds then outstanding, or
their representatives, with any such ownership and the
authority of any designated representative to be evidenced
to the satisfaction of the Bond Registrar.
SECTION 9. So long as any of the .Bonds herein autho-
rized remain outstanding and unpaid, the Paying Agent shall
deposit in the Principal and Interest Account, solely from
funds paid to the Paving Agent under the terms of the Lease,
semi-annually, prior to the 1st day of June and prior to the
1st day of December of each year, commencing June 1, 1984,
the amount of the basic rent payable under the terms of the
Lease, in an amount equal to (a) the interest becoming due
- 15 -
L
on the Bonds on the next succeeding interest payment date,
and (b) such additional amounts as may be necessary to pay
the principal of the Bonds when the same becomes due as set
forth in Article II of the Lease, and as set forth in
Section 3 of this Ordinance. All amounts credited to and
deposited in the Principal and Interest Account shall be
expended and used for the sole purpose of paying the princi-
pal of and interest on the Bonds herein authorized.
SECTION 10. So long as any of the Bonds herein autho-
rized remain outstanding and unpaid, the Paying Agent shall
deposit in the Revenue Account all amounts received under
the Lease, from time to time as required, and upon demand of
the Paying Agent, such amount or amounts of money as may be
necessary to pay when due the fees, taxes, insurance premi-
ums and other costs and expenses required to be paid as
additional rent under the provisions of Article II of the
Lease. The Paying Agent shall make disbursements from funds
deposited with it in the Construction Fund to the extent
thereof or from funds deposited with it in the Revenue
Account for the payment of any expenses incurred by the City
in connection with the issuance and sale of the Bonds,
including but not limited to underwriting expenses, legal
fees, expenses of counsel and publication expenses, which
expenses shall be paid by the Paying Agent as directed by
the City, and for the payment of all fees, charges and
expenses of the Paying Agent, and for the payment of taxes,
assessments, insurance premiums and the like required to be
paid from amounts received from the Company as additional
rent under the provisions of Article II of the Lease. If at
any time the Paying Agent determines that there are more
than sufficient funds in the Revenue Account to pay such
fees, taxes, premiums and other expenses for the succeeding
six months, the amount of such excess may be paid to the
Company, provided that such excess shall not be paid to the
Company if at such time the Principal and Interest Account
is insufficient to fully pay interest and principal to
become due on the next succeeding payment date in accordance
with Section 9 of this Ordinance.
SECTION 11. When money accumulated in the Principal
and Interest Account shall aggregate an amount sufficient to
pay the principal of any of the Bonds then outstanding, and
all interest accrued to the date fixed for redemption and
payment, and when the Bonds become subject to redemption as
herein set forth, the Paying Agent shall proceed to give
notice of such redemption in the manner herein specified, if
- 16 -
such
notice is
required
hereunder,
and the Paying
Agent
shall
use moneys
in said
account for
said purpose.
After
- 16 -
full payment of the Bonds and interest thereon, any balance
in the Principal and Interest Account shall be returned to
the Company.
SECTION 12. Subject to the provisions of Section 21 of
this Ordinance, money credited to and deposited in the
Construction Fund and moneys credited to and deposited in
the Principal and Interest Account may be invested by the
Paying Agent, upon instructions from the Company, in savings
accounts and certificates of deposit of the Paying Agent or
others or in direct obligations of the United States Govern-
ment becoming due not later than the date funds in the
Construction Fund are to be disbursed or not later than ten
days prior to the next interest payment date with respect to
funds in the Principal and Interest Account. No investment
shall be made hereunder for a longer period of time than the
Paying Agent determines is reasonably necessary or required
for the purpose for which they are intended. All interest
on any Bonds or other investments held in the Construction
Fund or the Principal and Interest Account shall accrue to
and become a part of such respective fund or account. Any
investments made by the Paying Agent pursuant to this
Ordinance may be made through its own bond department.
SECTION 13. So long as any of the principal of and
interest on the revenue Bonds herein authorized remain
outstanding and unpaid, the City covenants with each of the
purchasers and owners of the Bonds as follows:
(a) The City will comply fully with all the terms,
provisions and conditions of the Lease to the extent it
requires performance by or imposes duties on the City and it
will not permit any default to occur on the part of the
City; that it will fully and promptly enforce, and permit
the Paying Agent to enforce on its behalf and on behalf of
the bondholders, all of the terms, provisions and conditions
of the Lease to the extent it requires performance by or
imposes duties on the Company; and, in the event of the
occurrence of a default as defined in the Lease, that it
will exercise, and permit the Paying Agent to exercise on
its behalf and on behalf of the bondholders, all rights and
remedies conferred by the Lease for the full and complete
protection of the security and the rights of the bond-
holders, and, to the extent permitted 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 the Company is required to make under
the Lease. If the City is unable to procure a new tenant
17
1
who will enter into such a lease, the City may, with the
consent of the holders of not less than seventy-five per
cent (750) in principal amount of the Bonds herein autho-
rized at the time outstanding, sell the project without any
right of redemption at a price which is not less than the
amount of the then outstanding revenue Bonds plus interest
then unpaid. If the City is unable to sell the project at
such a price, the City shall transfer and convey the project
to the various bondholders without any right of redemption
in the same proportions that the Bonds are then owned and
held by them. The obligation of the City to enforce any
provision of the Lease, or of this Ordinance, shall be
conditioned upon the availability of funds for such purposes
with such funds to be provided by the bondholders or other
interested parties.
(b) The City will enforce, and will permit the Paying
Agent to enforce on its behalf and on behalf of the bond-
holders, collection of the rental payments and other charges
in the amounts and at the times set forth in the Lease and
II will not reduce or cause of
payments and other charges
by the Lease nor change or
same are due and payable
obligation to pay the exper
limited to funds made avai
the bondholders or other in
permit to be reduced the rental
fixed, established and required
alter the time or times when the
under said Lease. The City's
ses of such enforcement shall be
Table to it for that purpose by
:erested parties.
(c) Until payment of all the Bonds and interest there-
on has been duly made or provided for, the City will not
consent to any change, amendment, modification or termi-
nation of the Lease, except as provided therein, which will
in any manner adversely affect the rights, remedies, securi-
ty or interest of the bondholders.
(d) Any purchase price of the leased property received
by the City pursuant to the termination of the Lease, any
proceeds of condemnation awards, any insurance proceeds and
any other funds received by the City and intended for the
payment of the Bonds and the interest thereon will be
promptly deposited with the Paying Agent and 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 and then
subject to redemption and payment. Upon receipt of any such
funds, if the Bonds are then subject to redemption and
payment, the Paying Agent shall proceed promptly to call the
revenue Bonds for redemption and payment according to their
terms and shall give notice thereof as required in this
- 18 -
1
Ordinance. Such funds shall be deposited in the Principal
and Interest Account maintained by the Paying Agent, and the
same shall be used solely for the payment of the revenue
Bonds herein authorized, accrued interest thereon and the
charges of the Paying Agent for paying the same, and after
full payment of such amounts, the balance of such funds, if
any, shall be allocated and credited to the Revenue Account.
(e) The City will not issue any other obligations
payable from payments to be made by the Company, 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 the
Lease nor will it sell or otherwise dispose of the project
or any part thereof, unless required by law or required by
the terms of the Lease.
(f) The City will use the proceeds of the Bonds as
soon as practicable and with all reasonable dispatch for the
purposes for which such series of Bonds are issued as here-
inbefore set forth. Said proceeds shall not be invested in
any securities or obligations except for the temporary
period pending such use and said proceeds will not be used
directly or indirectly so as to cause all or any part of
such series of Bonds 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 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 amended] that will produce a yield higher than the yield
of the Bonds of such series herein authorized unless a
regulation of the Treasury Department of the United States,
ruling by the Internal Revenue Service of the United States
or a decision of a Court of ultimate jurisdiction holds the
acquisition of securities or obligations producing a yield
higher than the Bonds of such series will not cause the
Bonds to be arbitrage Bonds as defined in said Section
103(c) of the Internal Revenue Code of 1954, as amended.
SECTION 14. The provisions of the Bonds authorized by
this Ordinance and provisions of this Ordinance may be
modified or amended at any time by the City with the written
consent of the holders of not less than seventy-five per
cent (75%) in principal amount of the Bonds herein autho-
rized at the time outstanding; provided, that no such modi-
fication or amendment shall permit or be construed as
- 19 -
permitting;
(a)
the
extension
of the
maturity
of
the
principal of
any
of
the Bonds
issued
hereunder,
or
the
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1
extension of the maturity of any interest on any Bonds
issued hereunder; (b) the reduction in the principal amount
of any Bonds or the rate of interest thereon, or (c) the
reduction in the aggregate principal amount of Bonds; the
consent of all of the holders of which are required for any
such amendment 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. Every amendment or modifica-
tion 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 Ordi-
nance. It shall not be necessary to note on any of the
outstanding Bonds any reference to any such amendment or
modification. A certified copy of every such amendatory or
supplemental ordinance, and a. certified copy of this Ordi-
nance shall always be kept on file in the office of the City
Clerk and shall be made available for inspection by the
holder of any Bond or prospective purchaser or holder of any
Bond authorized by this Ordinance, and upon payment of the
reasonable cost of preparing the same, a certified copy of
any such amendatory or supplemental ordinance or of this
Ordinance will be sent by the City Clerk to any such bond-
holder or prospective bondholder.
SECTION 15. The provisions of this Ordinance shall
constitute a contract between the City of Salina, Kansas,
and the holders of the revenue Bonds herein authorized, and
the holder of any one or more of said Bonds may sue, in any
action, in mandamus, injunction, or other proceedings,
either 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 the City. Nothing contained in this
Ordinance shall, however, be construed to impose on the City
any duty or obligation to levy any taxes either to meet any
obligation contained herein or to pay the principal of or
interest on the revenue Bonds of the City herein authorized.
SECTION 16. The tract of land herein referred to, the
improvements to be constructed thereon and the machinery and
equipment to be purchased pursuant to this Ordinance shall
be leased to the Company, under and pursuant to a Lease,
substantially in the form filed with the City Clerk, 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.
�41M
u
1
SECTION 17. The City of Salina, Kansas, shall have the
right, if it shall find it desirable, to refund any of the
revenue Bonds herein authorized then subject to redemption
or becoming due under the provisions of any law then avail-
able. Said Bonds or any part thereof may be refunded and
the refunding Bonds so issued shall enjoy complete equality
of pledge with any of the revenue Bonds issued hereunder,
which are not refunded, if any there be, upon the revenues
of the project, provided, however, that if only a portion of
the revenue Bonds herein authorized be refunded and if said
Bonds are refunded in such manner that the refunding Bonds
bear a higher rate of interest or become due on a date
earlier than that of any of the Bonds issued hereunder which
are not refunded, then said Bonds may be refunded only by
and with the written consent of the holders of seventy-five
per cent (75%) in principal amount of the Bonds herein
authorized not refunded.
SECTION 18. 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 provisions of law or
contrary to the policy of express law, though not expressly
prohibited, or against public policy, or shall for any
reason whatsoever 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 19. Under the provisions of the Lease, the
Company has waived any ad valorem property tax exemption
which would otherwise be available to the project under the
provisions of K.S.A. 79-201(a) Second, as amended.
SECTION 20. Upon receipt by the City of the purchase
price of the property subject to said Lease title to said
property shall be transferred and conveyed to the Company,
or its successors and assigns, as provided in the Lease and
the Mayor, the City Clerk and other appropriate officers of
the City are hereby authorized and directed to execute such
deeds, bills of sale and other instruments as may be neces-
sary to effect such conveyance and transfer.
SECTION 21. The City hereby certifies that, on the
basis of the facts, estimates and circumstances in existence
on the date hereof, it is not expected that the proceeds of
the issue of the Bonds will be used in a manner which would
cause such obligations to be "arbitrage Bonds" within the
- 21 -
meaning of Section 103(c) of the Internal Revenue Code of
1954, as amended, and the Mayor and City Clerk are hereby
authorized and directed to execute an Arbitrage Certificate
which shall set forth the facts, estimates and circumstances
in brief and summary terms, and state that to the best of
their knowledge and belief there are no other facts, esti-
mates or circumstances that would materially change such
expectation. The Mayor and City Clerk shall furnish such
Arbitrage Certificate to the Company, the Paying Agent and
any of the holders of the Bonds authorized herein.
- 22 -
SECTION 22. The National Bank of America at Salina, a
national banking association with its principal place of
business at Salina, Kansas, is hereby designated as the
Paying Agent for the Bonds (herein referred to as "Paying
Agent"). References herein to The National Bank of America
at Salina as Paying Agent under this Ordinance shall include
not only said bank but also its successor and successors,
any surviving corporation or association into which it may
be merged, any new corporation or association resulting from
its consolidation with any other corporation or association,
the successor and successors of any such surviving or new
corporation or association, and any corporation or associa-
tion to which the fiduciary business of The National Bank of
America at Salina may at any time be transferred.
Prior to receipt of the proceeds of the sale of the
Bonds as set forth in this Ordinance and Article III of the
Lease, the Paying Agent shall file with the City Clerk its
written acceptance of the duties specified in the Ordinance
and the Lease and its agreement to act in said capacity.
The duties and responsibilities of the Paying Agent shall be
limited to those expressly set forth in this Ordinance and
under the Lease. All resolutions, opinions, certificates
and other instruments referred to or provided for herein or
in the Lease may be accepted by the Paying Agent as conclu-
sive evidence of the facts, opinions and conclusions stated
therein and shall be full warrant, protection and authority
to the Paying Agent for any action reasonably taken pursuant
thereto. The Paying Agent shall be under a duty to examine
any such resolutions, opinions, certificates and other
instruments to determine whether or not they conform to the
requirements of this Ordinance and the Lease. The Paying
Agent shall not be liable with respect to any action taken
or omitted to be taken by it in good faith and, if appro-
priate, upon advice of counsel who may be counsel for the
Paying Agent or the Lessor or the Lessee. The Paying Agent
shall not be liable for any error of judgment made in good
faith unless it shall be established that the Paying Agent
- 22 -
D
SECTION 23. The Bonds are issued on the condition that
The National Bank of America at Salina, a national banking
association with its principal place of business at Salina,
Kansas, as the purchaser of the Bonds, prior to the issuance
thereof, represents and certifies that:
was negligent in ascertaining the pertinent facts. Nothing
The Bonds to be acquired by the purchaser
are
herein shall be construed to relieve the Paying Agent from
acquired
liability for its own negligent action, its own negligent
resale
or
failure to act or its willful misconduct. The Paying Agent
further
shall have the right to buy, sell, own, deal or trade in the
bank
and
Bonds without giving notice thereof to the Lessor or the
such Bonds shall not be offered for resale in
Lessee or the holders of any of the Bonds and without
incurring any liability whatsoever with respect thereto; and
offering
without obtaining the prior written consent of
the Paying Agent shall have the right to loan money to the
Lessor or the Lessee or the holder of any of the Bonds
an opinion of counsel acceptable to the
City.
without incurring any liability whatsoever with respect
thereto on account of its acting as the Paying Agent here-
of the execution and delivery of each
Bond,
under. The Paying Agent may resign by an instrument in
writing delivered to the Lessor and the Lessee to take
effect not sooner than ninety days after the delivery of
such written instrument, whereupon the Lessor, with the
consent of the Lessee, shall immediately, in writing,
designate a successor paying agent. Such successor paying
agent shall be a bank, trust company or national banking
association which has a capital stock and surplus aggregat-
ing at least that of the initial Paying Agent at the time of
its designation hereunder. Such successor paying agent
shall be subject to the same duties and obligations and
shall have the same rights, privileges and immunities
specified in this Ordinance and in the Lease for the Paying
Agent. Any such successor paving agent shall file an
acceptance in the form referred to herein with the City
Clerk within ten days of its appointment. The Paying 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 ordinary
services, all such fees and expenses to be paid by the
Lessee as additional rent as specified in Article II of the
Lease.
SECTION 23. The Bonds are issued on the condition that
The National Bank of America at Salina, a national banking
association with its principal place of business at Salina,
Kansas, as the purchaser of the Bonds, prior to the issuance
thereof, represents and certifies that:
- 23 -
(a)
The Bonds to be acquired by the purchaser
are
acquired
for investment purposes only and not for
resale
or
further
distribution to any person other than a
bank
and
such Bonds shall not be offered for resale in
a public
offering
without obtaining the prior written consent of
the
City or
an opinion of counsel acceptable to the
City.
At
the time
of the execution and delivery of each
Bond,
the
- 23 -
1
purchaser thereof shall certify that it has no present
intention, agreement or arrangement for distribution,
transfer, assignment, resale or division of its interest in
such Bond in a manner inconsistent with the provisions
hereof.
(b) All materials and information requested by the
purchaser or its counsel or others representing its inter-
ests, including any information requested to verify any such
information furnished, has been furnished and there has been
direct communication between Santa Fe Office Plaza, of
Salina, Kansas, and its representatives on the one hand and
the purchaser of such Bond and its representatives and
advisers on the other hand in connection with all of the
information furnished hereunder and otherwise requested and
the terms of the acquisition of the Bond from the City as
set forth herein. There has been made available to the
satisfaction of the purchaser and its advisers adequate
opportunity to ask questions of and receive answers from
Santa Fe Office Plaza, of Salina, Kansas, and its officers
and employees and representatives thereof concerning the
terms and conditions of the Bonds to obtain all additional
information desired or necessary to verify the accuracy of
the information furnished.
(c) The City shall be released from any requirement,
duty, obligation or commitment, express or implied, to
furnish the purchaser or any subsequent holder of any Bond
issued hereunder any financial information concerning Santa
Fe Office Plaza, of Salina, Kansas, or to investigate and
furnish such purchaser or any subsequent holder with any
information concerning the financial status of Santa Fe
Office Plaza, of Salina, Kansas. Each purchaser shall
represent that it is relying upon its own resources and
expertise to obtain and evaluate all such information.
SECTION 24. The officials of the City and the attor-
neys, engineers and other agents or employees of the City
are hereby authorized to do all acts and things required of
them by this Ordinance and the Lease for the full, punctual
and complete performance of all of the terms, covenants and
agreements contained in the Bonds, the Lease and this
Ordinance.
SECTION 25. This Ordinance shall take effect and be in
force from and after its passage and publication in the
official City paper.
- 24 -
u
PASSED
two-thirds
APPROVED by
9th day of
Attest:
AND ADOPTED by tt
of the members
the Mayor of the
January, 1984.
e City Council, not less than
elected voting thereon, and
City of Salina, Kansas, this
Joh F. Burgess,,Ma r
r
D. L. Harrison, City Clerk
1
- 25 -
1
n
1
SANTA FE OFFICE PLAZA
Description of Real Estate
Exhibit "A"
The real estate to be acquired by the City of Salina,
Kansas, and leased to Santa Fe Office Plaza in accordance
with the Ordinance to which this Exhibit "A" is attached, is
described as follows:
Lot Sixty -Four (64) and the North Half (N/2) of
Lot Sixty -Six (66) on Santa Fe Avenue, in the
original town (now City) of Salina, Saline County,
Kansas.
lJ
J
SANTA FE OFFICE PLAZA
Description of Real Estate
Exhibit "A"
The real estate to be acquired by the City of Salina,
Kansas, and leased to Santa Fe Office Plaza in accordance
with the Ordinance to which this Exhibit "A" is attached, is
described as follows:
Lot Sixty -Four (64) and the North Half (N/2) of
Lot Sixty -Six (66) on Santa Fe Avenue, in the
original town (now City) of Salina, Saline County,
Kansas.