81-8878 Real Estate Purchase1
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(Published in The Salina Journal, &P2,:00b0_r c_! , 1981) .
ORDINANCE No. ..
78
AN ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS, TO
PURCHASE AND ACQUIRE CERTAIN REAL ESTATE LOCATED
WITHIN THREE MILES OF THE CORPORATE LIMITS OF THE CITY
AND TO CONSTRUCT ON SAID REAL ESTATE AND ADJOINING
LEASEHOLD INTERESTS CERTAIN RAILROAD TRACK SIDINGS, TRACKS,
TIES, SWITCHES, GRADING AND RELATED IMPROVEMENTS, FOR
THE ENLARGEMENT AND IMPROVEMENT OF GRAIN STORAGE AND HANDLING
WAREHOUSES, INCLUDING THE ACQUISITION OF THE SITE
(CONSISTING OF CERTAIN REAL ESTATE AND LEASEHOLD INTERESTS),
NECESSARY SITE PREPARATION, STRUCTURES, EASEMENTS,
RIGHTS-OF-WAY AND APPURTENANCES NECESSARY AND
CONVENIENT FOR THE ACQUISITION AND CONSTRUCTION THEREOF,
TO BE LEASED TO MORRISON GRAIN COMPANY, INC., OF SALINA,
KANSAS; AUTHORIZING AND DIRECTING THE ISSUANCE OF
$400,000.00 PRINCIPAL AMOUNT OF SALINA, KANSAS,
MORRISON GRAIN COMPANY, INC. REVENUE BONDS OF
1981 OF SAID CITY FOR THE PURPOSE OF PROVIDING FUNDS FOR
THE PURCHASE, ACQUISITION, CONSTRUCTION, ENLARGEMENT AND
IMPROVEMENT OF SAID PROPERTY AND THE IMPROVEMENTS
CONSTRUCTED AND TO BE CONSTRUCTED THEREON, TO BE USED FOR
AGRICULTURAL AND COMMERCIAL FACILITIES TO BE LEASED TO
MORRISON GRAIN COMPANY, INC.; AND PRESCRIBING THE FORM
A'INM AUTHORIZING THE EXECUTION OF A LEASE BETWEEN
THE CITY AND MORRISON GRAIN COLPANY, 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
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NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF
THE CITY OF SALINA, KANSAS:
of the City in the principal amount of $400,000.00 be autho-
rized and issued, for the purpose of providing funds to
purchase and acquire certain real estate located within
three miles of the corporate limits of the City and to
construct on said real estate and adjoining leasehold
interests certain railroad track sidings, tracks, ties,
switches, grading and related improvements for the
enlargement and improvement of grain storage and handling
warehouses, all to be used as agricultural and commercial
facilities to be leased to Morrison Grain Company, 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
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 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, Morrison Grain Company, Inc. Revenue Bonds of 1981,
of the City of Salina, Kansas, in the aggregate principal
amount of $400,000.00, 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.
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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 and adjoining leasehold interests certain railroad
track sidings, tracks, ties, switches, grading and related
improvements, for the enlargement and improvement of grain
storage and handling warehouses, hereinafter sometimes
referred to as the "project", to be used as agricultural and
commercial facilities in accordance with the provisions of a
Lease dated as of July 1, 1981, 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
$400,000.00.
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, Morrison Grain Company, Inc. Revenue Bonds of 1981,
of the City of Salina, Kansas, in the aggregate principal
amount of $400,000.00, 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.
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Series A Bonds in the aggregate principal amount of
$150,000.00 shall be payable on or before July 1, 1986,
and shall bear interest on the unpaid principal balance
thereof at the rate of 10.25% per annum from July 1,
1981, until fully paid;
Series B Bonds in the aggregate principal amount of
$125,000.00 shall be payable on or before July 1, 1991,
and shall bear interest on the unpaid principal balance
thereof at the rate of 10.375% per annum from July 1,
1981, until fully paid; and
Series C Bonds in the aggregate principal amount of
SECTION 3. The
Salina, Kansas,
Morrison
and shall bear interest on the unpaid principal balance
thereof at the rate of 10.50% per annum from July 1,
Grain Company,
Inc.
Revenue Bonds
of 1981, shall
be dated as of July 1,
amount of each series of Bonds as set forth herein and with
1981,
and shall be
issued in three
separate series which
shall
be the same
in all respects
except as to interest
numbered from one consecutively upward in order of issuance.
rates
and maturity dates,
as follows:
July 1st of each year commencing July 1, 1982. The
Series A Bonds in the aggregate principal amount of
$150,000.00 shall be payable on or before July 1, 1986,
and shall bear interest on the unpaid principal balance
thereof at the rate of 10.25% per annum from July 1,
1981, until fully paid;
Series B Bonds in the aggregate principal amount of
$125,000.00 shall be payable on or before July 1, 1991,
and shall bear interest on the unpaid principal balance
thereof at the rate of 10.375% per annum from July 1,
1981, until fully paid; and
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
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Series C Bonds in the aggregate principal amount of
$125,000.00 shall be payable on or before July 1, 1996,
and shall bear interest on the unpaid principal balance
thereof at the rate of 10.50% per annum from July 1,
1981, 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 $400,000.00.
The Bonds of each series shall be identified as Series A,
Series B or Series C, 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 July 1, 1982. 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 desig-
nated 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
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specified annual amounts pursuant to the terms of the
sinking fund described herein, on July 1, 1982, and on
July 1st of each year thereafter, at the principal
amount thereof plus accrued interest thereon to the
date fixed for such redemption and payment, without
premium. As and for a sinking fund for the retirement
of the Bonds, but subject to the provisions hereof, the
basic rent payments specified in Article II of the
Lease which are to be deposited in the principal and
interest account hereinafter created, on or before
July 1, 1982, and July 1st of each year thereafter,
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 July 1st of
each of the following years:
July 1st
1982
1983
1984
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
Total
Series
Principal
Amount
A $
30,000.00
A $
30,000.00
A $
30,000.00
A $
30,000.00
A $
30,000.00
B $
25,000.00
B $
25,000.00
B $
25,000.00
B $
25,000.00
B $
25,000.00
C $
25,000.00
C $
25,000.00
C $
25,000.00
C $
25,000.00
C $
25,000.00
$400,000.00
(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
$5,000.00 or any multiple thereof, on July 1, 1982, or
on any interest payment date thereafter, at the princi-
pal amount thereof plus accrued interest thereon to the
date specified for such redemption and payment, plus a
MAM
(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 prorata 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 and any prepayment
consideration. Upon the happening of the above condi-
tions, the Bonds or portions thereof called for redemp-
tion from and after the redemption date shall cease to
bear interest, shall no longer be entitled to the
benefits and protection of the covenants herein
contained and shall not be deemed to be outstanding
hereunder.
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prepayment consideration based
upon a percent of the
principal amount of the Bonds which are prepaid, as
follows: In the event the Series A Bonds are prepaid
in whole or in part, then the prepayment consideration
shall be an amount equal to 2% of the principal amount
prepaid on the Series A Bonds; in the event the Series
B Bonds are prepaid in whole or in part, then the
prepayment consideration shall be an amount equal to 1%
of the principal amount prepaid on the Series B Bonds;
but there shall be no premium or prepayment considera-
tion applicable to the prepayment of the Series C Bonds
or any part thereof. Any amounts prepaid hereunder
shall be applied to the payment of the series of Bonds
specified in instructions given by the Company to the
City and the Paying Agent, but in the absence of any
such instructions, such prepayment 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, including the prepayment consideration
required, if any, 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 prorata 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 and any prepayment
consideration. Upon the happening of the above condi-
tions, the Bonds or portions thereof called for redemp-
tion from and after the redemption date shall cease to
bear interest, shall no longer be entitled to the
benefits and protection of the covenants herein
contained and shall not be deemed to be outstanding
hereunder.
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(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
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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
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
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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. Each of the Bonds and the certificates
attached thereto shall be in substantially the following
form:
Series No. $
UNITED STATES OF AMERICA
STATE OF KANSAS
COUNTY OF SALINE
CITY OF SALINA
SALINA, KANSAS, MORRISON GRAIN COMPANY, INC.
REVENUE BONDS OF 1981
July 1, 1981
Series
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:
MIA=
the registered owner thereof, or registered assigns, the sum
of:
in lawful money of the United States of America, on July 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, 1981, 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 July 1,
1982, 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 three series of Bonds aggregating
the principal amount of $400,000.00, authorized by Ordinance
of said City, issued for the purpose of providing funds to
purchase and acquire certain real estate located within
three miles of the corporate limits of the City, to
construct on said real estate and adjoining leasehold
interests certain railroad track sidings, tracks, ties,
switches, grading and related improvements, for the
enlargement and improvement of grain storage and handling
warehouses (hereinafter referred to as the "project") to be
used as an agricultural and commercial facility to be leased
to Morrison Grain Company, Inc., a Kansas corporation with
its principal place of business at Salina, Kansas, herein-
after sometimes referred to as the "Company", pursuant to a
Lease dated as of July 1, 1981, by and between the City and
the Company, for agricultural and commercial purposes, by
the authority of and in conformity with the provisions and
limitations of the Constitution and the Statutes of the
State of Kansas, including K.S.A. 12-1740 to K.S.A.
12-1749a, and all amendments thereof and acts supplemental
thereto, and all other provisions of the laws of the State
of Kansas applicable thereto, and in accordance with a Lease
dated as of July 1, 1981, 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.
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Each of the Bonds or portions thereof of the series of
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.
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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
July 1, 1982, and on each July 1st thereafter 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 July 1, 1982, or any interest payment date there-
after (in the principal amount of $5,000.00 or any multiple
thereof), at the par value thereof and accrued interest to
date of redemption, with a prepayment consideration based
upon the amount of the principal prepayment and the series
of Bonds prepaid, as follows: in the case of the Series A
Bonds, the prepayment consideration shall be 2% of the
principal amount prepaid; in the case of the Series B Bonds,
the prepayment consideration shall be 1% of the principal
amount prepaid; and there shall be no premium or prepayment
consideration applicable to the prepayment of the Series C
Bonds. Bonds or portions of Bonds of each series to be
redeemed and paid prior to maturity shall be selected by the
Bond Registrar in accordance with instructions furnished by
the Company to the City and the Bond Registrar, or in the
absence of any such instructions shall be selected by the
Bond Registrar in the manner specified in the Ordinance.
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All Bonds or portions of Bonds subject to or called for
redemption will cease to bear interest on the specified
redemption date provided funds for their redemption and
payment are on deposit with the Paying Agent prior to the
redemption date. If this Bond is redeemed in part it need
not be presented to the Bond Registrar but such partial
redemption shall be marked on the form provided hereon.
Notice of the City's intention to redeem and pay said Bonds
pursuant to any of the redemption provisions aforesaid,
specifying the number of the Bonds or portions thereof to be
redeemed and paid, shall be given by the Bond Registrar not
less than 15 days prior to the date fixed for redemption and
payment. Notice of any such redemption may be given by
certified mail or by personal delivery to the registered
owner of the Bond and shall be deemed to have been given
when mailed or delivered to the registered owner of the Bond
at the address shown on the registration books maintained by
the Bond Registrar.
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.
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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, 1981.
Mayor
Attest:
City Clerk
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CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within
mentioned Ordinance. The effective date of registration of
this Bond is
THE FIRST NATIONAL BANK AND
TRUST COMPANY, OF SALINA, KANSAS
BY:
Authorized Signature
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and
transfers unto:
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the within Revenue Bond, Salina, Kansas, Morrison Grain
Company, Inc. Revenue Bonds of 1981, 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
contained in the Acknowledgment of Partial Redemption which
constitutes a part of this Bond.
Dated:
SIGNATURE GUARANTEED BY
(Name of Bank)
BY:
Title:
[SEAL OF BANK]
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
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SECTION 6. The Mayor and City Clerk are hereby autho-
rized and directed to prepare and execute in the manner
hereinbefore specified the Salina, Kansas, Morrison Grain
Company, Inc. Revenue Bonds of 1981, of the City herein
authorized and to sell and deliver said Bonds to The First
National Bank and Trust Company, a national banking
association with its principal place of business at Salina,
Kansas, upon full payment of the purchase price therefore
and upon compliance with Section 22 of this Ordinance, and
to pay the proceeds from the sale thereof to the Paying
Agent hereinafter designated to be deposited in Morrison
Grain Company, 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, 1981, 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 $400,000.00, as directed by
the City:
(a) A copy of this Ordinance duly executed by the
Mayor and sealed and attested by the City Clerk.
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(b) An original executed counterpart of the Lease
authorized by this Ordinance and evidence of the
authority of the Company to enter into the Lease.
(c) A request and authorization to the Bond Registrar
on behalf of the City and signed by the Mayor or City
Treasurer, directing the Bond Registrar and the Paying
Agent to authenticate and deliver the Bonds to the
purchaser or purchasers therein identified upon payment
to the Paying Agent, but for the account of the City,
of a specified sum plus accrued interest.
SECTION 7. There is hereby authorized and ordered to
be established in the hands of the Paying Agent a sinking
fund to be designated as the "City of Salina, Kansas,
Principal and Interest Account for Morrison Grain Company,
Inc. Revenue Bonds of 1981" (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 Morrison Grain
Company, Inc. Revenue Bonds of 1981" (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.
SECTIONS. 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
Morrison Grain Company, Inc., of Salina, Kansas, or its
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representatives, or by the holders of 25% or more in
principal amount of the Bonds then outstanding, or their
representatives, with any such ownership and the authority
of any designated representative to be evidenced to the
satisfaction of the Bond Registrar.
SECTION 9. So long as any of the Bonds herein autho-
rized remain outstanding and unpaid, the Paying Agent shall
deposit in the Principal and Interest Account, solely from
funds paid to the Paying Agent under the terms of the Lease,
semi-annually, prior to the 1st day of January and prior to
the 1st day of July of each year, commencing January 1,
1982, 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 including any
prepayment consideration when the same become 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 as
the same become due.
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 II of the
Lease. The Paying Agent shall make disbursements from funds
deposited with it in the Construction Fund to the extent
thereof or from funds deposited with it in the Revenue
Account for the payment of any expenses incurred by the City
in connection with the issuance and sale of the Bonds,
including but not limited to underwriting expenses, legal
fees, expenses of counsel and publication expenses, which
expenses shall be paid by the Paying Agent as directed by
the City, and for the payment of all fees, charges and
expenses of the Paying Agent, and for the payment of taxes,
assessments, insurance premiums and the like required to be
paid from amounts received from the Company as additional
rent under the provisions of Article II of the Lease. If at
any time the Paying Agent determined that there are more
than sufficient funds in the Revenue Account to pay such
fees, taxes, premiums and other expenses for the succeeding
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six months, the amount of such excess may be paid to the
Company, provided that such excess shall not be paid to the
Company if at such time the Principal and Interest Account
is insufficient to fully pay interest and principal to
become due on the next succeeding payment date in accordance
with Section 9 of this Ordinance.
SECTION 11. When money accumulated in the Principal
and Interest Account shall aggregate an amount sufficient to
pay the principal of any of the Bonds then outstanding, and
all interest accrued to the date fixed for redemption and
payment, and when the Bonds become subject to redemption as
herein set forth, the Paying Agent shall proceed to give
notice of such redemption in the manner herein specified, if
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.
IISECTION 12. Subject to the provisions of Section 21 of
this Ordinance, money credited to and deposited in the
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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 ter:
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
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City; that it will fully and promptly enforce, and permit
the Paying Agent to enforce on its behalf and on behalf of
the bondholders, all of the terms, provisions and conditions
of the Lease to the extent it requires performance by or
imposes duties on the Company; and, in the event of the
occurrence of a default as defined in the Lease, that it
will exercise, and permit the Paying Agent to exercise on
its behalf and on behalf of the bondholders, all rights and
remedies conferred by the Lease for the full and complete
protection of the security and the rights of the
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
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 funds for such
purposes with such funds to be provided by the bondholders
or other interested parties.
(b) The City will enforce, and will permit the Paying
Agent to enforce on its behalf and on behalf of the bond-
holders, collection of the rental payments and other charges
in the amounts and at the times set forth in the Lease, and
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.
(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,
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(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 Morrison Grain Company,
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,
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as amended] that will produce a yield higher than the yield
of the Bonds of such series herein authorized unless a
regulation of the Treasury Department of the United States,
ruling by the Internal Revenue Service of the United States
or a decision of a Court of ultimate jurisdiction holds the
acquisition of securities or obligations producing a yield
higher than the Bonds of such series will not cause the
Bonds to be arbitrage Bonds as defined in said Section
103 (c ) of the Internal Revenue Code of 1954, as amended.
SECTION 14. The provisions of the Bonds authorized by
this Ordinance and provisions of this Ordinance may be
modified or amended at any time by the City with the written
consent of the holders of not less than seventy-five per
cent (75%) in principal amount of the Bonds herein autho-
rized at the time outstanding; provided, that no such
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,
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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 and
the improvements to be acquired and constructed thereon
pursuant to this Ordinance shall be leased to Morrison Grain
Company, Inc., of 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.
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SECTION 19. Under the provisions of the Lease, the
Company has waived any ad valorem property tax exemption
which would otherwise be available to the project under the
provisions of K.S.A. 79-201(a) Second, as amended.
SECTION 20. Upon receipt by the City of the purchase
price of the property subject to said Lease title to said
property shall be transferred and conveyed to Morrison Grain
Company, Inc., of Salina, Kansas, or its successors and
assigns, as provided in the Lease and the Mayor, the City
Clerk and other appropriate officers of the City are hereby
authorized and directed to execute such deeds, bills of sale
and other instruments as may be necessary to effect such
conveyance and transfer.
SECTION 21. The City hereby certifies that, on the
basis of the facts, estimates and circumstances in existence
on the date hereof, it is not expected that the proceeds of
the issue of the Salina, Kansas, Morrison Grain Company,
Inc. Revenue Bonds of 1981 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 Morrison Grain Company, Inc., of
Salina, Kansas, the Paying Agent and any of the holders of
the Bonds authorized herein.
SECTION 22. The Bonds are issued on the condition that
The First National Bank and Trust Company, a national
banking association with its principal place of business at
Salina, Kansas, as the purchaser of the Bonds, prior to the
issuance thereof, represents and certifies that:
(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 o,f its interest in
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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 Morrison Grain Company, 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
Morrison Grain Company, 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
Morrison Grain Company, Inc., of Salina, Kansas, or to
investigate and furnish such purchaser or any subsequent
holder with any information concerning the financial status
of Morrison. Grain Company, 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 23. The officials of the City and the attor-
neys, engineers and other agents or employees of the City
are hereby authorized to do all acts and things required of
them by this Ordinance and the Lease for the full, punctual
and complete performance of all of the terms, covenants and
agreements contained in the Bonds, the Lease and this
Ordinance.
SECTION 24. This Ordinance shall take effect and be in
force from and after its passage and publication in the
official City paper.
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A
=Wz=
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
28th day of September ,
1981.
A'J0,111. GG
a?:
Mayor
Attest:
lk
CS�11
City Clerk
=Wz=
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MORRISON GRAIN COMPANY, INC.
Description of Real Estate
Exhibit "A11
The real estate to be acquired by the City of Salina,
Kansas, and leased to Morrison Grain Company, Inc., in
accordance with the Ordinance to which this Exhibit "A11 is
attached, is described as follows:
A tract of land in the Northeast Quarter (NE/4)
along with a small 1001 x 491' partial in the
Northwest Quarter (NW/4) of Section Sixteen (16),
Township Fourteen (14) South, Range Two (2) West
of the 6th P.M., in Saline County, Kansas,
described as follows: Commencing at a point on
the Southwest right-of-way line of the Missouri
Pacific Railroad Company which is a distance of
275.81 Southeast of the point where said Southwest
right-of-way line intersects the West line of said
Northeast Quarter, thence South -Southwesterly a
distance of 636' to a point, thence Southwesterly
a distance of 204.21 to a point on the West line
of said Northeast Ouarter which is 979.11 South of
the point where the West line of said Northeast
Quarter intersects the Southwest right-of-way line
of the Missouri Pacific Railroad Company, thence
South along the West line of said Northeast
Quarter a distance of 330.881, thence West 1001,
thence South 4911± parallel to the West line of
the Northeast Quarter, thence East 1001 (this 1001
x 4911 partial is in the Northwest Quarter of said
section), thence South 2001 to the center of said
Section 16, thence East a distance of 1001 along
the South line of said Northeast Quarter, thence
North a distance of 4041 and parallel to the West
line of said Northeast Quarter, thence turning an
angle 23042'±RT and running a distance of 425.41±,
thence turning an angle 66018'±RT and running East
1881, thence North a distance of 753.2' to the
Southwest right-of-way line of the Missouri
Pacific Railroad Company, thence Northwesterly
along said right-of-way line a distance of 385.21'
to the point of beginning containing 10.94 acres
more or less.