82-8917 IRB Larson Building(Published in The Salina Journal, Jul` I 1982).
ORDINANCE NO. 82-8917
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 CONSTRUCT
ON SAID REAL ESTATE CERTAIN BUILDINGS AND IMPROVEMENTS
AND TO PURCHASE MACHINERY AND EQUIPMENT TO BE LEASED TO
LARSON BUILDING CENTER, INC., OF SALINA, KANSAS; AUTHORIZING
AND DIRECTING THE ISSUANCE OF $600,000.00 PRINCIPAL AMOUNT
OF SALINA, KANSAS, LARSON BUILDING CENTER, INC. REVENUE BONDS
OF 1982 OF SAID CITY FOR THE PURPOSE OF PROVIDING FUNDS FOR
THE PURCHASE AND ACQUISITION OF THE REAL ESTATE AND
FOR THE PURCHASE OF MACHINERY AND EQUIPMENT TO BE USED
FOR COMMERCIAL FACILITIES TO BE LEASED TO LARSON BUILDING
CENTER, INC.; AND PRESCRIBING THE FORM AND AUTHORIZING
THE EXECUTION OF A LEASE BETWEEN THE CITY AND
LARSON BUILDING CENTER, INC.
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
WHEREAS, pursuant to the provisions of K.S.A. 12-1740
to K.S.A. 12-1749a inclusive, as amended, hereinafter
sometimes referred to as "Act", 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 in the principal amount of $600,000.00 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 construct on :said real
estate certain buildings and improvements and to purchase
machinery and equipment, all to be used as commercial
facilities to be leased to Larson Building Center, Inc., a
Kansas corporation with its principal place of business at
Salina, Kansas, hereinafter sometimes referred. to as
"Company", the proceeds of said Bonds to be used for said
- 1 -
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 of Salina, Kansas, is hereby
authorized to purchase, lease or otherwise acquire the real
estate described on Exhibit "A" attached hereto and by
reference made a part hereof, and to construct on said real
estate certain buildings and improvements and to purchase
machinery and equipment as hereinafter set forth, herein-
after sometimes referred to as the "project", to be used as
commercial facilities in accordance with the provisions of a
Lease dated as of July 1, 1982, 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
$600,000.00.
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 a series of Salina,
Kansas, Larson Building Center, Inc. Revenue Bonds of 1982,
of the City of Salina, Kansas, in the aggregate ;principal
amount of $600,000.00, 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, Larson Building Center,
Inc. Revenue Bonds of 1982, shall be dated as of: July 1,
1982, and shall be issued in four separate series which
shall be the same in all respects except as to interest
rates and maturity dates, as follows:
Series A Bonds in the aggregate principal amount of
$150,000.00 shall be payable on or before July 1, 1987,
and shall bear interest on the unpaid principal balance
thereof at the rate of 10.00% per annum from July 1,
1982, until fully paid;
- 2 -
Series B Bonds in the aggregate principal amount of
$150,000.00 shall be payable on or before July 1, 1992,
and shall bear interest on the unpaid principal balance
thereof at the rate of 10.50% per annum from July 1,
1982, until fully paid;
Series C Bonds in the aggregate principal amount of
$150,000.00 shall be payable on or before July 1, 1997,
and shall bear interest on the unpaid principal balance
thereof at the rate of 10.65% per annum from July 1,
1982, until fully paid; and
Series D Bonds in the aggregate principal amount of
$150,000.00 shall be payable on or before July 1, 2002,
and shall bear interest on the unpaid principal balance
thereof at the rate of 10.80% per annum from July 1,
1982, until fully paid.
Each series of Bonds shall be fully registered, without
coupons, and shall be in the denomination of $5,000.00 or
any multiple thereof, not exceeding the aggregate principal
amount of each series of Bonds as set forth herein and with
the Bonds of all of the series specified herein not
exceeding the aggregate principal amount of $600,000.00.
The Bonds of each series shall be identified as Series A,
Series B, Series C or Series D, respectively, and each
series shall be numbered from one consecutively upward in
order of issuance. Interest shall be payable semi-annually
on January 1st and July 1st of each year commencing
January 1, 1983. 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
First National Bank and Trust Company, a national banking
association with its principal place of business at Salina,
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
Registrar".
The Bonds of each series shall be subject to redemption
and payment, as follows:
(a) The Bonds or portions thereof of each series shall
be subject to mandatory redemption and payment in
specified annual amounts pursuant to the terms of the
sinking fund described herein, on January 1st and
July 1st of each year commencing January 1, 1983, at
the principal amount thereof plus accrued interest
thereon to the date fixed for such redemption and
- 3 -
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 January 1st and July 1st of each year
commencing January 1, 1983, 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 Series Amount
January
1, 1983
A
$
15,000.00
July 1,
1983
A
$
15,000.00
January
1, 1984
A
$
15,000.00
July 1,
1984
A
$
15,000.00
January
1, 1985
A
$
15,000.00
July 1,
1985
A
$
15,000.00
January
1, 1986
A
$
15,000.00
July 1,
1986
A
$
15,000.00
January
1, 1987
A
$
15,000.00
July 1,
1987
A
$
15,000.00
January
1, 1988
B
$
15,000.00
July 1,
1988
B
$
15,000.00
January
1, 1989
B
$
15,000.00
July 1,
1989
B
$
15,000.00
January
1, 1990
B
$
15,000.00
July 1,
1990
B
$
15,000.00
January
1, 1991
B
$
15,000.00
July 1,
1991
B
$
15,000.00
January
1, 1992
B
$
15,000.00
July 1,
1992
B
$
15,000.00
January
1, 1993
C
$
15,000.00
July 1,
1993
C
$
15,000.00
January
1, 1994
C
$
15,000.00
July 1,
1994
C
$
15,000.00
January
1, 1995
C
$
15,000.00
July 1,
1995
C
$
15,000.00
January
1, 1996
C
$
15,000.00
July 1,
1996
C
$
15,000.00
January
1, 1997
C
$
15,000.00
July 1,
1997
C
$
15,000.00
January
1, 1998
D
$
15,000.00
July 1,
1998
D
$
15,000.00
January
1, 1999
D
$
15,000.00
July 1,
1999
D
$
15,000.00
January
1, 2000
D
$
15,000.00
July 1,
2000
D
$
15,000.00
January
1, 2001
D
$
15,000.00
July 1,
2001
D
$
15,000.00
January
1, 2002
D
$
15,000.00
July 1,
2002
D
$
15,000.00
Total $600,000.00
(b) Each series of Bonds or portions thereof shall be
subject to redemption and payment prior to the date for
the mandatory 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 January 1, 1983,
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 of the series with the: longest
maturity dates. At least 15 days prior to the date
fixed for such redemption and prepayment, there shall
be deposited in the principal and interest. account
hereinafter created, and held as a part of the sinking
fund described herein, the amount necessary for the
redemption and prepayment of the Bonds or portions
thereof, as specified by the City upon instructions
from the Company.
(c) Whenever any series of Bonds or portions thereof
are to be redeemed pursuant to the provisions hereof,
the principal amount of each Bond of such series to be
redeemed shall be redeemed and paid prorat:a or as
nearly prorata as is practical from each owner- of each
series of Bonds in accordance with the principal amount
of such series of Bonds held by each such owner.
(d) 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. 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
- 5 -
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) 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
surrendered Bond, in any denomination herein autho-
rized. 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 series of 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 same series of Bonds of the same maturity
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
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
Ordinance, 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
contrary, 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
- 7 -
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 of each series and each of them
shall be executed for and on behalf of the City by the
manual or facsimile 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.
attached thereto
form:
Series
Each of the Bonds and the certificates
shall be in substantially the following
No.
UNITED STATES OF AMERICA
STATE OF KANSAS
COUNTY OF SALINE
CITY OF SALINA
SALINA, KANSAS, LARSON BUILDING CENTER, INC.
REVENUE BONDS OF 1982
July 1, 1982
Series
S
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 sum
of.
in lawful money of the United States of America, on
1, 19 , 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 rate of _ % per
annum from July 1, 1982, until fully paid, with accrued
interest on the unpaid principal sum to be payable semi-
annually on January 1st and July 1st of each year commencing
January 1, 1983, and continuing until said principal sum
shall have been paid, with principal and interest to be
payable at the principal office of The First National Bank
and Trust Company, a national banking association with its
principal place of business at Salina, Kansas (hereinafter
sometimes referred to as the "Paying Agent").
THIS BOND is one of four series of Bonds aggregating
the principal amount of $600,000.00, 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, to construct on said real
estate certain buildings and improvements and to purchase
certain machinery and equipment (hereinafter referred to as
the "project") to be used as a commercial facility to be
leased to Larson Building Center, Inc., a Kansas corporation
with its principal place of business at Salina, Kansas,
hereinafter sometimes referred to as the "Company", pursuant
to a Lease dated as of July 1, 1982, 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 amend-
ments 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 July 1,
1982, 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.
Each of the Bonds or portions thereof of the series of
which this Bond is one is subject to mandatory redemption
and payment in specified annual amounts pursuant to the
terms of the sinking fund provided for in the Ordinance, on
January 1st and July 1st of each year commencing January 1,
1983, to and including the maturity date of this Bond,
without premium.
Each of the Bonds or portions thereof of the series of
which this Bond is one 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 January 1, 1983, 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 of
each series 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
- 10 -
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.
This Bond is transferable, as provided in the
Ordinance, only upon the books of the City kept for that
purpose at the office of the Bond Registrar, by the regis-
tered owner hereof in person, or by his attorney duly autho-
rized 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 $5,000.00 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 series and 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
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 July, 1982.
Attest:
City Clerk
Mayor
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within
mentioned Ordinance. The effective date of registration of
this Bond i s
THE FIRST NATIONAL BANK AND
TRUST COMPANY, OF SALINA, KANSAS
BY:
Authorized Signature
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and
transfers unto:
the within Revenue Bond, Salina, Kansas, Larson Building
Center, Inc. Revenue Bonds of 1982, of the City of Salina,
Kansas, and hereby authorizes the transfer of this Bond on
the Registration Books of the Bond Registrar. The under-
signed certifies that the transferee has read the notice
- 12 -
contained in the Acknowledgment of Partial Redemption which
constitutes a part of this Bond.
Dated:
SIGNATURE GUARANTEED BY
BY:
[SEAL OF BANK]
(Name of Bank)
Title:
ACKNOWLEDGMENT OF PARTIAL REDEMPTION
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
- 13 -
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, Larson Building
Center, Inc. Revenue Bonds of 1982, of the City herein
authorized and to sell and deliver said Bonds to The First
National Bank and Trust Company, a national banking associa-
tion 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 herein-
after designated to be deposited in Larson Building Center,
Inc. Construction Fund (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 July 1, 1982, 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 $600,000.00, 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
- 14 -
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,
Principal and Interest Account for Larson Building Center,
Inc. Revenue Bonds of 1982" (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
"City of Salina, Kansas, Revenue [account for Larson Building
Center, Inc. Revenue Bonds of 1982" (hereinafter referred to
as "Revenue Account"). 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 responsibilities 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
Larson Building Center, Inc., of Salina, Kansas, or its
representatives, or by the holders of 2S% 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 Paying Agent under the terms of the Lease,
semi-annually, prior to the 1st day of January and prior to
the lst day of July of each year, commencing January 1,
1983, the amount of the basic rent payable under the terms
of the Lease, in an amount equal to (a) the interest
becoming due 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 principal 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
premiums and other costs and expenses required to be paid as
additional rent under the provisions of Article I:I 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 requir=ed 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
- 16 -
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
such notice is required hereunder, and the Paying Agent
shall use moneys in said account for said purpose. After
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 sights of the
bondholders, and, to the extent permitted by the Lease, will
- 17 -
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 who will enter into such a lease, the City may,
with the consent of the holders of not less than seventy-
five per cent (75%) in principal amount of the Bonds herein
authorized 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 fundi 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
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 said Lease. The City's
obligation to pay the expenses of such enforcement shall be
limited to funds made available to it for that purpose by
the bondholders or other interested parties.
(c) 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 termi-
nation of the Lease, except as provided therein, which will
in any manner adversely affect the rights, remedies,
security 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
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 Larson Building Center,
Inc., of Salina, Kansas, pursuant to the Lease, nor volun-
tarily create or cause to be created any debt, lien., pledge,
assignment, encumbrance, or any other charge on said pay-
ments 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
hereinbefore 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
- 19 -
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
modification or amendment shall permit or be construed as
permitting: (a) the extension of the maturity, of the
principal of any of the Bonds issued hereunder, or the
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
Ordinance. 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
- 20 -
be leased to Larson Building Center, Inc., ofd Salina,
Kansas, 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.
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 or
coupons 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
price of the property subject to
property shall be transferred
Building Center, Inc., of Salina,
and assigns, as provided in the
City Clerk and other appropriate
hereby authorized and directed to
of sale and other instruments as
such conveyance and transfer.
- 21 -
the City of the purchase
said Lease title to said
and conveyed to Larson
Kansas, or its successors
Lease and the Mayor, the
officers of the City are
execute such deeds, bills
may be necessary to effect
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 Salina, Kansas, Larson Building Center,
Inc. Revenue Bonds of 1982 will be used in a manner which
would cause such obligations to be "arbitrage Bonds" within
the 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,
estimates or circumstances that would materially change such
expectation. The Mayor and City Clerk shall furnish such
Arbitrage Certificate to Larson Building Center, Inc., of
Salina, Kansas, the Paying Agent and any of the holders of
the Bonds authorized herein.
SECTION 22. The First National Bank and Trust Company
of 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 First National
Bank and Trust Company of 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 succes-
sors of any such surviving or new corporation or associa-
tion, and any corporation or association to which the
fiduciary business of The First National Bank and Trust
Company of 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
conclusive 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
- 22 -
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 appropriate, 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 was negligent in ascertaining the pertinent
facts. Nothing herein shall be construed to relieve the
Paying Agent from liability for its own negligent action,
its own negligent failure to act or its willful misconduct.
The Paying 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 Lessor or the Lessee or
the holders of any of the Bonds and without incurring any
liability whatsoever with respect thereto; and the Paying
Agent shall have the right to loan money to the Lessor or
the Lessee or the holder of any of the Bonds. without
incurring any liability whatsoever with respect thereto on
account of its acting as the Paying Agent hereunder. 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 aggregating 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 paying 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 Fir
banking
Salina,
issuance
st National Bank and Trust Company, a 'national
association with its principal place of business at
Kansas, as the purchaser of the Bonds, prior to the
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
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 Larson Building Center, Inc.,
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
Larson Building Center, Inc., 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 committment, express or implied, to
furnish the purchaser or any subsequent holder of any Bond
issued hereunder any financial information concerning Larson
Building Center, Inc., of Salina, Kansas, or to investigate
and furnish such purchaser or any subsequent holder with any
information concerning the financial status of Larson
Building Center, Inc., 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.
- 24 -
ft
SECTION 25. This Ordinance shall take effect and be in
force from and after its passage and publication in the
official City paper.
PASSED AND ADOPTED by the City Council, not less than
two-thirds of the members elected voting thereon, and
APPROVED by the Mayor of the City of Salina, Kansas, this
19th day of July 1982.
Keith G. Duckers, Mayor
Attest:
All'
I
D. L. Harrison, City Clerk
- 25 -
LARSON BUILDING CENTER, INC.
Description of Real Estate
Exhibit "A"
The real estate to be acquired by the City of Salina,
Kansas, and leased to Larson Building Center, Inc., in
accordance with the Ordinance to which this Exhibit "A" is
attached, is described as follows:
A tract of land located in the South Half (S',-,) of
the Southeast Quarter (SES), Section 26, Township
14 South, Range 3 West of the 6th Principal
Meridian, Saline County, Kansas, which is more.
particularly described as follows: Commencing at
a point on the West right-of-way line of Ninth
Street (US 81 Alternate) in the City of Salina,
Kansas, at the Northeast corner of a tract of land
conveyed to Willard L. Gettle and Patricia A.
Gettle, husband and wife, as described in a deed
recorded in Deed Book 290, page 584, in the Office
of the Register of Deeds of Saline County, Kansas;
thence West along the North line of said conveyed
tract, 396.96 feet to the point of beginning;
thence West along the North line of said conveyed
tract, 325.0 feet to the Northwest corner thereof;
thence North along the West line of said conveyed
tract extended, 613.80 feet to the North line of
said South Half (Sz) of Southeast Quarter (SES);
thence East along said North line of the South
Half (S,) of Southeast Quarter (SES), 329.44 feet;
thence South and parallel to said West right-of-
way line of Ninth Street, 608.65 feet to the point
of beginning, said tract containing 4.59 acres
more or less.
Subject to the right and interest conveyed to the
General Public by Deed of Dedication executed by
Marshall Motor Company, Inc. August 5, 1976, and
recorded in Miscellaneous Book 113, Page 728 in
the Office of the Register of Deeds of Saline
County, Kansas.