82-8946 IRB Exline IncOMINANCE NO. 82-8946 OF TIE CITY OF SALINA, KANSAS
INDEX
Mbit "A" Description of Property
Page
citals--------------------------------------------------
I
ction
1.
Authority to Acquire Real Property and to
Construct and Purchase Facility ------------------
I
action
2.
Authorization of and Security for the Bonds ------
2
action
3.
Description and Details of the Bonds,
Designation of Paying Agent ----------------------
2
action
4.
Redemption and Payment of Bonds Prior
to Maturity --------------------------------------
3
action
5.
Notice of Redemption -----------------------------
3
action
6,
bbthod of Execution of Bonds ---------------------
3
action
7.
Form of Bond -------------------------------------
3
action
8.
Execution and Delivery of the Bonds, Deposit of
Bond Proceeds, Designation of Fiscal Agent -------
6
?ction
9.
Construction Fund --------------------------------
6
action
10.
Principal and Interest Account -------------------
7
!ction
11.
Covenant to Redeem Bonds -------------------------
7
,ction
12.
Investments --------------------------------------
7
action
13.
Particular Covenants of the City -----------------
7
action
14.
Amendnants---------------------------------------
10
action
15.
Enforcement --------------------------------------
11
action
16.
Declaration of Nbturity of Bonds in the
Event of Default ---------------------------------
11
ction
17.
Accelerated Maturity of Bonds in the
Event of Taxability ------------------------------
12
ction
18.
Defeasance ---------------------------------------
12
ction
19.
List of Bondholders ------------------------------
13
ction
20.
Provisions Relating to the Fiscal Agent ----------
13
ction
21.
Waiver of Tax Exemption --------------------------
15
ction
22.
Bond Purchasers ----------------------------------
15
ction
23.
Authorization of Lease ---------------------------
16
ction
24.
Severability -------------------------------------
16
ction
25.
Conveyance of Facility ---------------------------
16
ction
26.
Effective Date -----------------------------------
16
Mbit "A" Description of Property
uu�>
ORDINANCE NO. 82-8946
iN ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS, TO AC-
�UIRE FOR DEVELOPMENT PURPOSES THE REAL PROPERTY HEREINAFTER
)ESCRIBED AND TO CONSTRUCT AND PURCHASE BUILDINGS, IMPROVE-
IENTS, MACHINERY AND EQUIPMENT TO BE LEASED TO EXLINE, INC.;
LUTHORIZING AND DIRECTING THE ISSUANCE OF $500,000 PRINCIPAL
,MOUNT OF REVENUE BONDS, EXLINE, INC. SERIES OF 1962, OF SAID
;ITY FOR THE PURPOSE OF PROVIDING FUNDS TO PAY THE COST OF
,CQUIRING THE REAL PROPERTY HEREINAFTER DESCRIBED AND TO
ONSTRUCT AND PURCHASE BUILDINGS, IMPROVEMENTS, MACHINERY
.ND EQUIPMENT TO BE LEASED TO EXLINE, INC.; AND PRESCRIBING THE
ORM AND AUTHORIZING THE EXECUTION OF A LEASE BY AND BETWEEN
AID CITY AND SAID COMPANY.
WHEREAS, the City of Salina, Kansas, hereinafter sometimes
eferred to as the "City," desires to promote, stimulate and develop the
-eneral welfare and economic prosperity of the City of Salina, Kansas, and
:s environs and thereby to further promote, stimulate and develop the
eneral welfare and economic prosperity of the State of Kansas; and
WHEREAS, pursuant to the provisions of K.S.A. 12-1740 to
2-1749a, as amended, said City is authorized to issue revenue bonds of the
ity, and it is hereby found and determined to be advisable and in the
iterest and for the welfare of the City and its inhabitants that revenue
onds of the City be authorized and issued for the purpose of providing
Inds to pay the cost of acquiring real property hereinafter described and
construct and purchase buildings, improvements, machinery and equipment
be leased to Exline, Inc., a Kansas corporation, hereinafter sometimes
,ferred to as "Company"; and
WHEREAS, the City will acquire prior to or concurrently with the
suance of the Bonds herein authorized the real property hereinafter de-
!ribed;
NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY
THE CITY OF SALINA, KANSAS:
Section 1. Authority to Acquire Real Property and to
Instruct and Purchase Facility. The City of Salina, Kansas, is hereby
a thorized to acquire the real property described and set forth in Exhibit
" " attached hereto and made a part hereof and to construct and purchase
buildings, improvements, machinery and equipment described in said Exhibit
'10 (said real property, buildings, improvements, machinery and equipment
being sometimes hereinafter described collectively as the "Facility") , in
a cordance with the provisions of the Lease dated as of November 1, 1982
b tween said Citv and said Company (hereinafter sometimes referred to as
t e "Lease") , said Lease being authorized by the provisions of Section 23 of
this Ordinance, all at an amount which will not exceed the cost: of $500,000
to said City.
Section 2. Authorization of and Security for the Bonds. For
the purpose of providing funds to pay the cost of acquiring the real prop-
erty described in said Exhibit "A" and to construct and purchase buildings,
improvements, machinery and equipment to be leased to the Company. There
shall be issued and hereby are authorized and directed to be issued a series
f Revenue Bonds, Exline, Inc. Series of 1982, of the City of Salina,
Kansas, in the principal amount of $500,000. Said Bonds herein authorized,
hereinafter sometimes referred to as the "Bonds," and all interest thereon
hall be paid solely from the money and revenue received from the fees
barged and rental received for the use of the Facility and not from any
ther fund or source. The City hereby pledges the Facility and the net
earnings therefrom to the payment of the Bonds and the interest thereon.
Section 3. Description and Details of the Bonds, Designation
Df Paying Agent. Said Revenue Bonds, Exline, Inc. Series of 1982, of the
City of Salina, Kansas, shall consist of 10 Bonds, numbered from 1 to 10,
nclusive. Each of the said Bonds shall be in the denomination of
50,000.00. All of said Bonds shall be dated as of November 1, 1982, and
hall bear interest from date at a rate equal to seventy-five percent (75%) of
he base lending interest rate in effect at The National Bank of America at
alina, Salina, Kansas, as of November 1, 1982, which rate of interest shall
e adjusted annually, on each November 1 thereafter, so that such rate of
nterest payable for the ensuing year will equal seventy-five percent (75%)
f the base lending interest rate then prevailing and chargeable at The
ational Bank of America at Salina, Salina, Kansas as of said date. Said
onds shall become due as follows:
Aggregate
Bond
Principal
N'Lubers
Amount
Maturi ty
1
$50,000
11-1-83
2
50,000
11-1-84
3
50,000
11-1-85
4
50,000
11-1-86
5
50,000
11-1-87
6
50,000
11-1-88
7
50,000
11-1-89
8
50,000
11-1-90
9
50,000
11-1-91
10
50,000
11-1-92
The interest on said Bonds shall be payable semiannually on May 1
nd November 1 in each year, beginning on May 1, 1983 until maturity or
lled for redemption.
2
Said Bonds shall be payable to bearer in lawful money of the
United States of America at The National Bank of America at Salina, in the
City of Salina, Kansas, hereby designated as the City's paying agent for the
payment of the principal of and interest on the Bonds and herein sometimes
referred to as the "Paying Agent."
Section 4. Redemption and Payment of Bonds Prior to
Maturity. Said Bonds and each of them shall be subject to redemption and
payment at the option of the City, upon instructions from the Company, in
hole or in part, on May 1, 1983, or on any interest payment date
hereafter, at the par value thereof plus accrued interest to the date fixed
or redemption and payment, without premium. Bonds to be redeemed and
aid pursuant to this Section shall be redeemed in inverse numerical order.
Section 5. Notice of Redemption. Notice of any redemption
provided by this Ordinance shall be published once not less than 30 days
prior to the date fixed for redemption in the official city paper of the City.
Notice of any such redemption shall also be given by the Fiscal Agent by
United States certified or registered mail to any bondholder who files his
tame with the Fiscal Agent pursuant to Section 19 of the Ordinance, pro-
vided that the failure to give any notice by mail as herein specified shall not
effect the validity of any such call for redemption. Interest shall cease on
my of said Bonds so called for redemption and payment as of the redemption
late, provided funds are available to pay the same according to their terms.
Jotice of any redemption as herein provided shall be given upon, but only
zpon, written instructions from the Company, as long as the Company is not
n default in the payment of Basic Rent due under the Lease.
Section 6. Method of Execution of bonds. Said Bonds and
each of them shall be executed for and on behalf of the City by the signa-
ure of its Mayor and attested by the signature of its City Clerk, with the
;eal of the City affixed. Said Bonds and each of them shall be registered in
he office of the City Clerk, which registration shall be evidenced by a
ertificate on the reverse side thereof bearing the signature of the City
;lerk.
Section 7. Form of Bond. Each of said Bonds and the
rtificate attached thereto shall be in substantially the following form:
3
$50,000
UNITED STATES OF AMERICA
STATE OF IiANSAS
COUNTY OF SALINE
CITY OF SALINA
REVENUE BOND
EXLINE, INC.
SERIES OF 1982
KNOW ALL MEN BY THESE PRESENTS: That the City of Salina,
n the County of Saline, State of Kansas, for value received, hereby prom-
ses to pay, solely out of the revenues hereinafter specified, to the bearer,
he sum of
FIFTY THOUSAND DOLLARS
n lawful money of the United States of America, on the first day of
19_, and to pay interest thereon from the date hereof at a rate
qual to seventy-five percent (75%) of the base lending interest rate in
ffect at The National Bank of America at Salina, Salina, Kansas on
ovember 1, 1982, which rate of interest shall be adjusted annually on
ovember 1 in each year after date hereof so that such rate of interest
ayable for the ensuing year will equal seventy-five percent (75%) of the
ase lending interest rate then prevailing and chargeable at The National
ank of America at Salina, Salina, Kansas as of said date. The interest on
his Bond shall be payable semiannually on May 1 and November 1 in each
ear after the date hereof, beginning on May 1, 1983, until the said principal
um shall have been paid, both principal of and interest on this Bond being
ayable at The National Bank of America at Salina, in the City of Salina,
ansas (hereinafter sometimes referred to as the "Paying Agent" or the
Fiscal Agent") .
THIS BOND is one of an authorized series of 10 Bonds aggregating
he principal amount of $500,000 authorized by Ordinance of said City (the
Ordinance") for the purpose of providing funds to pay the cost of ac-
uiring real property and constructing and purchasing buildings, improve-
ents, machinery and equipment (hereinafter sometimes referred to as the
Facility," said Facility being further identified in the Ordinance) to be
eased to Exline, Inc., a Kansas corporation having its principal place of
usiness in Salina, Kansas, (the "Company"), pursuant to a Lease dated
ovember 1, 1982 (the "Lease"), by and between said City and the Company,
y the authority of and in conformity with the provisions, restrictions and
mitations of the Constitution and statutes of the State of Kansas, including
C.S.A. 12-1740 to 12-1749a, and all amendments thereof and acts supple -
ental thereto, and all other provisions of the laws of said State applicable
hereto, and this Bond and all interest hereon are to be paid by said City of
4
Salina, Kansas, solely and only from the money and revenue received from
the fees charged and rental received for the use of the Facility under said
Lease and not from any other fund or source. Pursuant to the provisions of
said statute, the governing body of the City has pledged said Facility and
the net earnings therefrom to the payment of the series of Bonds of which
this Bond is a part and the interest thereon. This Bond does not constitute
a debt of the City within the meaning of any Constitutional or statutory
limitations. Reference is hereby made to the Ordinance and to the Lease for
a description of the covenants of the City with respect to the payment,
collection, segregation and application of the revenues derived from said
Facility, the nature and extent of the security for the Bonds, the rights,
duties and obligations of the City and the Fiscal Agent with respect thereto,
and the rights of the holders of this Bond.
Each of the Bonds of the series of which this Bond is one is
Subject to redemption and payment in whole or in part, on May 1, 1983, or
)n any interest payment date thereafter, at the par value thereof plus
accrued interest to the redemption and payment date, without premium.
3onds to be redeemed pursuant to this paragraph shall be redeemed in
nverse numerical order.
Notice of the City's intention to redeem and pay said Bonds pursu-
int to the redemption provision aforesaid, specifying the numbers of the
3onds to be redeemed and paid, shall be published once not less than 30
lays prior to the date fixed for redemption and payment in the official city
)aper of the City.
AND IT IS HEREBY DECLARED AND CERTIFIED that all acts,
onditions and things required to be done and to exist precedent to and in
he issuance of this Bond have been properly done and performed and do
xist in due and regular form and manner as required by the Constitution
nd laws of the State of Kansas.
IN WITNESS WHEREOF, the City of Salina, Kansas, by its govern-
zg body, has caused this Bond to be signed by the signature of its Mayor
nd attested by the signature of its City Clerk, and its corporate seal to be
ereto affixed to be signed with the signatures of said officers, and this
and to be dated this first day of November, 1982.
TTEST :
City Clerk
5
Mayor
TATE OF KANSAS, COUNTY OF SALINE, ss:
I, the undersigned, City Clerk of the City of Salina, Salina,
;ansas, hereby certify that the within Revenue Bond, Exline, Inc. Series of
982 of the City of Salina, Kansas, has been duly registered in my office
ccording to law.
WITNESS my hand and official seal this day of ,
182.
City Clerk
Section 8. Execution and Delivery of the Bends, Deposit of
Bond Proceeds, Designation of Fiscal Agent. The Mayor and City Clerk are
aereby authorized and directed to prepare and execute, in the manner
aereinbefore specified, the Bonds herein authorized, and to deliver said
3onds to the purchasers thereof on payment of the purchase price. The
,)roceeds of said Bonds shall be deposited with The National Bank. of America
it Salina, in the City of Salina, Kansas, hereby designated as the City's
Fiscal Agent and herein referred to as the "Fiscal Agent," the rights and
luties of said Fiscal Agent being further specified in Section 20 of this
nance.
Section 9. Construction Fund. There is hereby authorized
and ordered to be established in the hands of the Fiscal Agent a separate
and or account designated as "City of Salina, Kansas, Exline, Inc.
onstruction Fund," hereinafter referred to as the "Construction Fund."
The Fiscal Agent shall, first, promptly pay from the proceeds of the sale of
aid Bonds into the Principal and Interest Account, the amount of any
ccrued interest and premium, if any, received from such sale. Further,
he Fiscal Agent is authorized to pay fiscal and legal fees and other ex-
penses relating to the issuance of said Bonds. The balance of the proceeds
f the sale of said Bonds shall be deposited in said Construction Fund. Said
onstruction Fund shall be used for the purpose of providing funds to pay
he construction and acquisition costs of the Facility to be leased to the
Company as provided in said Lease, and the Fiscal Agent shall make dis-
ursements from said Construction Fund in accordance with this Ordinance
and the Lease. Any moneys not required for said purpose shall, when the
acility is complete as provided in the Lease, be deposited by the Fiscal
gent in said Principal and Interest Account.
Section 10. Principal and Interest Account. There is hereby
authorized and ordered to be established in the hands of the Fiscal Agent an
additional separate account to be known as the "City of Salina, Kansas,
Principal and Interest Account for Revenue Bonds, Exline, Inc. Series of
1982, dated November 1, 1982," hereinafter referred to as the "Principal and
Interest Account." The City covenants and agrees that from and after the
delivery of any of the Revenue Bonds herein authorized and continuing so
long as any of said Bonds shall remain outstanding, said City will maintain
said Account with the Fiscal Agent. All payments of Basic Rent and Addi-
tional Rent due under said Lease between the City and the Company in-
ended to pay the principal of and interest on the Bonds shall be applied
and allocated by the Fiscal Agent to said Principal and Interest Account.
11 amounts credited to and deposited in said Principal and Interest Account
hall be used by the Fiscal Agent and forwarded to the Paying Agent for the
ole purpose of paying the principal of and interest on the Revenue Bonds
erein authorized as and when the same become due or are called for re-
emption and payment. Any balance remaining in said Principal and Interest
Account, including interest earned on deposits made into said Account as
repayments of rent due under Article II of said Lease, shall, when said
onds have been paid, or payment provided for, be paid to the Company.
Section 11. Covenant to Redeem Bonds. When moneys accu-
ulated in said Principal and Interest Account shall aggregate an amount
ufficient to pay the principal of all of the Bonds then outstanding, and all
I
terest accrued to date fixed for redemption and payment, and redemption
remium, if any, and when said Bonds become subject to redemption, said
ity shall, upon receipt of instructions from the Company, proceed to give
notice of such redemption in the manner herein specified, and said Fiscal
Agent shall use such funds for said purpose.
Section 12. Investments. Subject to the provisions of para-
raph (A) of Section 13 of the Ordinance, moneys in the Construction Fund
nd the Principal and Interest Account shall, upon instructions from the
Company, be invested by the Fiscal Agent in obligations of the United States
overnment or any agency or instrumentality thereof, or in Certificates of
Deposit or other savings or time deposits of a state or national bank, includ-
g the Fiscal Agent, in such amounts and maturing at such times as shall
easonably provide for monies to be available when required in said Con-
truction Fund and Principal and Interest Account. All income from invest-
ent of the Construction Fund and Principal and Interest Account shall
ccrue to and become a part of and be transferred to the Principal and
terest Account.
Section 13. Particular Covenants of the City. So long as
ny of the principal of and interest on the Bonds herein authorized remain
7
,utstanding and unpaid, or until provisions are made for the payment
hereof, the City covenants with each of the holders and owners of said
3onds as follows:
(A) The City will use the proceeds of the series of
Bonds herein authorized as soon as practicable and with all reasonable
dispatch for the purpose for which said Bonds are issued as herein-
before set forth. Said proceeds will not be invested in arty 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 the Bonds herein authorized to be or become "Arbitrage
Bonds" within the meaning of Section 103(c) of the Internal Revenue
Code of 1954, as amended. The City further covenants that the pro-
ceeds of the series of Bonds herein authorized will not be used to
acquire securities or obligations that will produce a yield higher than
the yield of the Bonds herein authorized unless a statute, regulation of
the Treasury Department of the United States, ruling by the Internal
Revenue Service of the United States or a decision by a court of ulti-
mate jurisdiction holds that an acquisition of securities or obligations
producing a yield higher than said Bonds will not cause said Bonds to
be Arbitrage Bonds as defined in said Subsection (c) .
(B) The City will comply fully with all the terms,
provisions and conditions of the Lease which require performance by,
or impose duties on, the City and that it will not permit any default to
occur on the part of the City; that it will fully and promptly enforce all
of the terms, provisions and conditions of the Lease which require
performance by, or impose duties on, the Company and in the event of
the occurrence of a default, as defined in the Lease, will exercise all
rights and remedies conferred by the Lease for the full and complete
protection of the security and rights of the bondholders 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 pay-
ments 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 sixty-six and two-thirds percent (66 2/30) of the Bonds
herein authorized at the time outstanding, sell the Facility leased at a
price not less than the amount of the then outstanding Bonds plus
interest then unpaid.
(C) The City will enforce collection of the rental pay-
ment and other charges in the amounts and at the time set forth in the
Lease authorized hereby and will not reduce or cause or permit to be
M.
reduced the rental payments and other charges fixed, established and
required by the Lease nor change or alter the time or times when the
same are due and payable under the Lease. The City's obligation to
pay the expenses of such enforcement shall be limited to funds made
available to it for that purpose by the holders of the Bonds or other
interested parties.
(D) Until payment of all the Bonds and interest thereon
has been duly made or provided for, the City will not consent to any
change, amendment, modification or termination of said Lease, except as
provided therein, which will in any manner affect adversely the rights,
remedies or interest of the bondholder.
(E) Any purchase price of the lease property, any
proceeds of condemnation awards or insurance proceeds, a:1zy of which
are received by the City pursuant to the termination of the Lease, or
any other funds intended for the purpose of paying the Bonds will be
used solely and exclusively to pay the Bonds herein authorized and the
interest thereon according to their terms or to redeem and pay any of
the Bonds then outstanding and unpaid then subject to redemption and
payment. Upon receipt of any such funds, and as soon as the Bonds
are subject to redemption and payment, the City shall proceed promptly
to call the Bonds for redemption and payment according to their terms
and shall give notice, or cause notice to be given thereof, as provided
for by the terms of this Ordinance. Such funds shall be deposited with
the Fiscal Agent, and the same shall be used solely for the payment of
the Bonds herein authorized, accrued interest thereon, any premium
provided for by this Ordinance and the charges of the Paying Agent
and the Fiscal Agent for paying the same.
(F) The City will not issue any other obligations pay-
able from payments by the Company, 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 payments or on the property
subject to said Lease nor will it, unless required by law or by the
terms of said Lease, sell or otherwise dispose of the Facility or any
part thereof; provided, however, that said City may issue from time to
time additional industrial revenue bonds for the purpose of completing
the construction or acquisition thereof on the land herein referred to,
provided the following terms and conditions are met:
(i) The City shall have entered into a lease or agree-
ment with the Company with rentals or payments at least sufficient
to pay the principal of and interest on said additional bands as the
same become due.
9
(ii) The Company is not in default in the payment of
rent due under the Lease.
(iii) The issuance of said additional bonds shall not
affect the exemption from Federal income taxation of the interest
on the Bonds herein authorized.
In the event of the issuance of any such additional bonds the City
may pledge the Facility and the net earnings therefrom to the payment
of such additional bonds and the interest thereon, provided the City
also pledges the additional construction, fixtures and equipment and the
net earnings therefrom, constructed or purchased out of the proceeds
of such additional bonds, to the payment of the Bonds herein author-
ized and the interest thereon.
(G) The City will cause the Company to keep constantly
insured all buildings and improvements from time to time constituting a
part of the property and premises leased to the Company in the manner
provided for by the Lease herein authorized. The City's share of the
proceeds of any such insurance policies shall be payable to and depos-
ited with the Fiscal Agent as Insurance Trustee. Any of the proceeds
of any such insurance policies shall be used and applied in the manner
set forth in said Lease.
(H) The City will cause the Fiscal Agent to maintain
adequate records and accounts relating to the Facility, separate and
apart from all other records of accounts of the City or, the Fiscal
Agent, and such records and accounts shall be maintained in accordance
with generally accepted principles of accounting and shall include
complete details of all financial transactions related to the Bonds au-
thorized herein and the leased facilities. Such records and accounts
shall be specifically designed and maintained to show whether or not the
provisions of this Ordinance and the Lease referred to herein are being
complied with. Such books and records shall be available for inspection
by the Company or its agents or any of the holders of the Bonds
authorized herein during the regular business hours of the City or the
Fiscal Agent.
Section 14. Amendments. The provisions of the Bonds
uthorized by this Ordinance and the provisions of this Ordinance may be
odified or amended at any time by the City with the written consent of the
olders of not less than sixty-six and two-thirds percent (66 2/30) in aggre-
ate principal amount of the Bonds herein authorized at the time outstand-
g, provided that no such modification or amendment shall permit or be
onstrued as permitting: (a) the modification of any duties or responsibil-
ies of the Fiscal Agent unless it consents thereto, (b) the extension of the
aturity of the principal of any of the Bonds issued hereunder, or the
10
xtension of the maturity of the interest on any Bonds issued. hereunder,
(c) a reduction in the principal amount of any Bonds or the rate of interest
hereon, or (d) a reduction in the aggregate principal amount of Bonds, the
onsent of the holder of which is required for any such amendment or modi-
fication. Any provision of the Bonds or of this Ordinance may, however, be
odified or amended in any respect with the written consent of the holders
f all of the Bonds then outstanding. Amendments to this Ordinance which
orrect omissions or ambiguities or which add to the security of the bond-
olders may be made by the City when agreed to by the Company. Every
mendment or modification of a provision of the Bonds or of this Ordinance
o which the written consent of the bondholders is given as above provided
hall be expressed in an ordinance of the City amending or supplementing
he provisions of this Ordinance and shall be deemed to be a part of this
rdinance. It shall not be necessary to note on any of the outstandis g
onds any reference to such amendment or modification, if any. Upon
ayment of the reasonable cost of preparing the same, a certified copy of
very such amendatory or supplemental ordinance, if any, and a certified
opy of this Ordinance will be sent by the City Clerk to any such bond-
older or prospective bondholder requesting the same.
The Lease herein authorized may be amended by the City and the
ompany as provided therein, except as to rent or certain other matters
hich may be made only with the consent of a specified percentage of the
!polders of the then outstanding Bonds.
Section 15. Enforcement. The provisions of this Ordinance
shall constitute a contract between the City and the holders of the Bonds
ierein authorized, and the holder of any one or more of said Bonds may sue
:o recover interest or principal which has not been paid according to the
erms of said Bond. The holders of twenty-five percent (25%) of the princi-
)al amount of Bonds then outstanding may sue in any action, in mandamus,
njunetion or other proceedings, either at law or in equity, to enforce or
!ompel performance of all duties and obligations required by this; Ordinance
o be done or performed by said City or by the Company. Nothing con-
ained in this Ordinance shall, however, be construed to impose on said City
ny duty or obligation to levy any taxes either to meet any obligation con-
ained herein or to pay the principal of or interest on the Bonds of the City
.erein authorized.
Section 16. Declaration of Maturity of Bonds in the Event of
)efault. In the event the principal of or interest on the Bonds herein
uthorized is not paid according to the terms thereof either on maturity or
pon call for redemption, then the holders of twenty-five percent (25%) of
he principal amount of Bonds then outstanding may, by written notice given
:) the Fiscal Agent, declare the principal of all the Bonds herein authorized
11
hen outstanding to be due and payable immediately, and upon such declara-
ion given as aforesaid, all of said Bonds shall be immediately due and
)ayable, anything in said Bonds or in the Ordinance contained to the con-
rary notwithstanding. Upon receipt of any such written notice from such
3ondholders, the Fiscal Agent shall immediately notify the City in writing of
he receipt of such notice. This provision, however, is subject to the
ondition that if at any time thereafter, all arrears of interest, except
aterest accrued but not yet due, and all arrears of principal, shall have
een paid in full, then in every such case, the holders of a majority in
rincipal amount of the Bonds then outstanding, by written notice to the
iscal Agent, may rescind and annul such declaration and its consequences,
ut no such rescission or annulment shall extend to or affect any subsequent
efault or impair any rights consequent thereon. The Fiscal Agent shall
nmediately notify the City in writing in the event of such rescission or
rnnulment .
Section 17. Accelerated Maturity of Bonds in the Event of
taxability. In the event the interest on the Bonds is includible in the gross
ncome of the Bondholders for federal income tax purposes by reason of the
.'ailure of such Bonds to qualify for the exemption provided in Section
03(b)(6)(A) of the Internal Revenue Code of 1954, as amended, or by
season of the termination of such exemption, then in either of such events
LII of such Bonds then outstanding shall mature and be due and payable at
he principal amount thereof, plus accrued interest to the maturity date,
ogether with a premium which shall be, on each Bond then outstanding,
!qual to thirty-three and one-third percent (33-1/3%) of the interest other -
rise paid or payable on such Bond for each year the interest on such Bond
s includible in the gross income of the Bondholders for federal income tax
iurposes. The date of maturity shall be 60 days after the Internal Revenue
service, the Company or the Fiscal Agent shall give written notice to the
;ity of the inclusion of the interest on the Bonds in the gross income of the
londholders.
Section 18. Defeasance. When all of the Bonds of the City
ierein authorized shall have been paid and discharged, then the require-
ients contained herein and the pledge of revenues made hereunder and all
ther rights granted hereby, shall cease and determine. Bonds shall be
.eemed to have been paid and discharged within the meaning of this Ordi-
.ance when there shall have been deposited with the Fiscal Agent at or prior
o the maturity or redemption date of said Bonds in trust for and irrevo-
ably appropriated thereto, sufficient moneys for the payment of the princi-
al thereof and interest accrued to the date of maturity or redemption, as
ze case may be, or if default in such payment shall have occurred on such
12
i
Sate, then to the date of the tender of such payments; provided, always,
:hat if any such Bonds shall be redeemed prior to the maturity thereof, the
:ity shall have elected to redeem such Bonds and notice of such redemption
;hall have been given. Any moneys which at any time shall be deposited
Jith the said Fiscal Agent by or on behalf of the City, for the purpose of
paying and discharging any of the Bonds, shall be, and are :hereby, as-
igned, transferred and set over to such Fiscal Agent in trust for the
espective holders of the Bonds and such moneys shall be and are hereby
revocably appropriated to the payment and discharge thereof. If, through
apse of time or otherwise, the holders of said Bonds shall no longer be
ntitled to enforce payment of their obligations, then, in such event, it shall
e the duty of said bank forthwith to return said funds to the City. All
oneys deposited with such Fiscal Agent shall be deemed to be deposited in
2cordance with and subject to all of the provisions contained in this Ordi-
Section 19. List of Bondholders. To the extent that such
formation shall be made known to the Fiscal Agent under the terms of this
ection 19, the Fiscal Agent will keep on file at its principal office a list of
ames and addresses of the last known holders of all Bonds payable to
Barer and believed to be held by each of such last known holders. Any
ondholder may request that his name and address be placed on said list by
ling a written request with the Fiscal Agent, which request shall include a
atement of the principal amount of Bonds held by such holder and the
umbers of such Bonds. The Fiscal Agent shall be under no responsibility
ith regard to the accuracy of said list. At reasonable times and under
asonable regulations, established by the Fiscal Agent, said list may be
spected and copied by the Company or by the holders and owners (or a
esignated representative thereof) of twenty-five percent (25%) or more in
incipal amount of Bonds then outstanding, such ownership and the author -
y of any such designated representative to be evidenced to the satisfaction
the Fiscal Agent.
Section 20. Provisions Relating to the Fiscal Agent.
(A) Prior to the receipt of the Bond proceeds pursuant
to the provisions of Section 8 hereof, the Fiscal Agent shall file with
the City Clerk its written acceptance of the duties specified in this
Ordinance and in the Lease and its agreement to act in said capacity.
(B) The Fiscal Agent's duties and responsibilities shall
be limited to those expressly set forth in this Ordinance and under the
Lease, 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
13
obligations as may only be properly and lawfully exercised by or acted
upon by the City.
(C) All resolutions, opinions, certificates and other
instruments referred to or provided for herein or in the Lease may be
accepted by the Fiscal Agent as conclusive evidence of the facts,
opinions and conclusions stated therein and shall be full warrant,
protection and authority to the Fiscal Agent for any action reasonably
taken pursuant thereto. The Fiscal Agent shall be under a duty to
examine any such resolutions, opinions, certificates and other instru-
ments to determine whether or not they conform to the requirements of
this Ordinance and the Lease.
(D) The Fiscal Agent shall not be liable with respect to
any action taken or omitted to be taken by it in good faith and, if
appropriate, upon advice of counsel who may be counsel for the Fiscal
Agent or the City or the Company.
(E) No provision contained in this Section shall be
construed to relieve the Fiscal Agent from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct,
except that this subsection shall not be construed to limit the effect of
subsections (B) , (C) and (D) of this Section and the Fiscal Agent shall
not be liable for any error of judgment made in good faith unless it
shall be proved that the Fiscal Agent was negligent in ascertaining the
pertinent facts.
(F) The Fiscal Agent shall have the right to buy, sell,
own, deal or trade in the Bonds without giving notice thereof to the
City or the Company or any bondholder and without incurring any
liability whatsoever with respect thereto.
(G) The Fiscal Agent may resign by an instrument in
writing delivered to the City and the Company to take effect not sooner
than 90 days after its delivery, whereupon the City, with the consent
of the Company, shall immediately, in writing, designate a successor
fiscal agent. Such successor fiscal agent shall be a bank, trust com-
pany or national banking association which is a member of the Federal
Reserve System and has a capital stock and surplus aggregating at
least that of the Fiscal Agent at the time of its designation hereunder.
Such successor fiscal agent shall be subject to the same duties and
obligations and shall have the same rights, privileges and immunities
specified in this Ordinance and in the Lease for the Fiscal Agent. Any
such successor fiscal agent shall file an acceptance in the form referred
to in subparagraph (A) hereof with the City Clerk within 10 days of its
appointment.
14
(H) The Fiscal Agent shall be entitled to payment or
reimbursement for reasonable fees for its ordinary services and all
advances, counsel fees and other ordinary expenses reasonably and
necessarily made or incurred by it in connection with :its ordinary
services, all such fees and expenses to be paid by the Company as
Additional Rent as specified in Article II of the Lease.
Section 21. Waiver of Tax Exemption. These revenue bonds
ire issued under the conditions that the provisions of the Lease will provide
hat the Company will waive any ad valorem property tax exemption which
vould otherwise be available to the project under the provisions of K.S.A.
9-201(a) Second, as amended.
Section 22. Bond Purchasers. The Bonds are issued on the
ondition that The National Bank of America at Salina, a national banking
ssociation with its principal place of business at Salina, Kansas, and the
mith County State Bank and Trust Company, a Kansas banking corporation
lith its principal place of business at Smith Center, Kansas, as the pur-
hasers of the Bonds, prior to the issuance thereof, each represents and
ertifies that:
(a) The Bonds to be acquired by the purchaser are
cquired for investment purposes only and not for resale or further dis-
tribution 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
Ii
nsent of the City or an opinion of counsel acceptable to the City. At the
me of the execution and delivery of each Bond, the purchaser thereof shall
rtify that it has no present intention, agreement or arrangement for dis-
ibution, transfer, assignment, resale or division of its interest in such
and in a manner inconsistent with the provisions hereof.
(b) All materials and information requested by the
urchaser or its counsel or others representing its interests, including any
formation requested to verify any such information furnished, has been
urnished and there has been direct communication between the Company and
s representatives on the one hand and the purchaser of such Bonds and its
epresent atives and advisers on the other hand in connection with all of the
Id
formation furnished hereunder and otherwise requested and the terms of
e acquisition of the Bonds from the City as set forth herein. There has
en made available to the satisfaction of the purchaser and itis advisers
equate opportunity to ask questions of and receive answers, from the
ompany and its representatives thereof concerning the terms and conditions
f the Bonds to obtain all additional information desired or necessary to
erify the accuracy of the information furnished.
(c) The City shall be released from any requirement,
uty, obligation or commitment, express or implied, to furnish the purchaser
15
r any subsequent holder of any Bond issued hereunder any financial infor-
ation concerning the Company or to investigate and furnish such purchaser
r any subsequent holder with any information concerning the financial
tatus of the Company. Each purchaser shall represent that it is relying
pon its own resources and expertise to obtain and evaluate all such infor-
ation .
Section 23. Authorization of Lease. The tract of land herein
,eferred to and the buildings and improvements to be acquired and con-
tructed thereon pursuant to this Ordinance shall be leased to Exline, Inc.
ender and pursuant to a Lease dated as of November 1, 1982, substantially in
he form attached to this Ordinance and incorporated herein b;y reference,
,hich Lease the Mayor and City Clerk are hereby authorized and directed to
xecute for and on behalf of and as the act and deed of the City.
Section 24. Severability. If any one or more of the cove -
ants, agreements or provisions of this Ordinance, or of the Lease, should
e held contrary to any express provision of law or contrary to the policy of
Xpress law, though not expressly prohibited, or against public policy, or
could for any reason whatsoever be held invalid, then such covenants,
;reements or provisions shall be null and void and shall be deemed separate
•om the remaining covenants, agreements or provisions, and shall in no way
Tett the validity of the other provisions of this Ordinance or of the Bonds
sued hereunder, or of the Lease.
Section 25. Conveyance of Facility. Upon receipt by the
ity of the purchase price of the property subject to said Lease, title to
Lid property shall be transferred and conveyed to the Company as provided
the Lease and the Mayor and other appropriate officers of said City are
�reby authorized and directed to execute such deeds, bills of sale and
her instruments as may be necessary to effect such conveyance and trans -
Section 26. Effective Date. This Ordinance shall take effect
d be in force from and after its passage and publication in the official
ty paper.
PASSED AND APPROVED by the governing body of the City of
lina, Kansas, this 15th day of November 1982.
a y6vt,a,t--,, %
TEST ) G
Fy Clerk
16
EXHIBIT "A" TO LEASE DATED NOVEMBER 1, 1982
BETWEEN THE CITY OF SALINA, KANSAS, AND
EXLINE, INC.
AND TO ORDINANCE NO. 82-8946 OF SAID
CITY RELATING THERETO
(a) A tract of land in the Northeast Quarter of the Northwest
u
arter (NE/4NW/4) of Section Sixteen (16), Township Fourteen (14) South,
,ange Two (2) West of the 6th Principal Meridian in Saline County, Kansas
re particularly described as follows:
Commencing at the Northwest Corner of the Northeast Quarter of
t e Northwest Quarter (NE/4NW/4) of said Section 16; thence East along the
North line of said section with an assumed bearing of N900001E, a distance of
290.00 feet; thence S004015011W, a distance of 50.00 feet to a point on the
South right-of-way of a county road, said point being the point of
ginning; thence continuing S004015011W, a distance of 250.00 feet; thence
00001E, a distance of 145.00 feet; thence N004015011E, a distance of 250.00
feet to a point on the county road South right-of-way line; thence N90000'W
along the said South right-of-way line a distance of 145.00 feet back to the
int of beginning.
The above described parcel contains 36,247 Square Feet or 0.8321
more or less.
Subject to: (i) easements, restrictions and reservations now of
cord, (ii) the rights of the public in and to any part of the premises lying
being in public roads, alleys or highways, and (iii) taxes and
sessments, general and special, not now due or payable; and
(b) All buildings and improvements and machinery and equipment
strutted or located thereon pursuant to Article IV of said Lease.