80-8779 IRB DoctorsORDINANCE NUMBER 80-8779
(Published in The Salina Journal M&reh q , 1980)
AN ORDINANCE AUTHORIZING THE CITY OF SAL INA, KANSAS ("CITY"), TO ACQUIRE
THE REAL PROPERTY HEREINAFTER DESCRIBED RAND TO CONSTRUCT AIND PURCHASE A
BUILDING AND REAL ESTATE IMPROVE:fENTS TO BE LEASED TO GERALD K. PA_LtiiER,
M.D., NORMAN E. MACY, M.D., AND BOYD E. S-MITH, M.D. ("THE DOCTORS"),
AUTHORIZING A:YDi DIRECTING THE ISSUANCE OF $380,000 PRINCIPAL AMOUNT OF
THE DOCTORS INDUSTRIAL. REVENUE BONDS, SERIES OF 1980, OF SAID CITY FOR
THE PURPOSE OF PROVIDING FUNDS TO PAY THE COST OF ACQUIRING THE REAL
PROPERTY HEREINAFTER DESCRIBED AND THE CONSTRUCTION OF A BUILDING AUM
REAL ESTATE IMPROVEMENTS THEREON, TO BE LEASED TO THE DOCTORS, -DND
PRESCRIBING THE FORM AND AUTHORIZING THE FYECUTION OF A LEASE BY AiM
BETWEEN SAID CITY UM THE DOCTORS
WHEREAS, the City of Salina, Kansas, hereinafter sometimes referred
NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF
SALINA, KANSAS:
Section 1. Authority to Acquire Real Property and to Construct and
Purchase Facility. The City of Salina, Kansas, is hereby authorized to
acquire the real property described and set forth in Schedule 1 attached
hereto and made a part hereof and to construct a building and real
estate improvements on the real estate described on Schedule 1, said
real property, building, and improvements, being sometimes hereinafter
described as the "Facility", in accordance with the provisions of the
Lease dated as of March 1, 1980, between the City and the Doctors, which
Lease is hereinafter sometimes referred to as the "Lease", said Lease
being authorized by the provisions of this Ordinance (said real property
being referred to in the Lease as the "Land" and said Land, building,
and improvements, including the Land, also being referred to in the
Lease as the "Facility") all at an amount which will not exceed the cost
of $380,000 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 property
described in said Schedule 1 and to construct a building, and improvements
to be leased to the Doctors, there shall be issued and hereby are authorized
and directed to be issued a series of the Doctors Industrial Revenue
Bonds, Series of 1980, of the City of Salina, Kansas, in the principal
amount of $380,000. Said Bonds herein authorized, heraina ter sometimes
referred to as the "Bonds", and all interest thereon shall be pard
solely from the money and revenue received from the fees chargee, and
rental received for the use of the Facility and not from any other fund
or source. The City hereby pledges the Facility and the net earnings
therefrom to the payment of the Bonds and the interest thereon.
to as the "City", desires to promote, stimulate and develop the general
economic welfare and prosperity of the City of Salina, Kansas, and its
environs and thereby to further 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 12-1749,
as amended, the City is authorized to issue industrial 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
industrial revenue bonds of the City be authorized and issued, for the
purpose of providing funds to pay the cost of acquiring real property
and the construction of a building and improvements thereon, to be
leased to Gerald K. Palmer, M.D., Norman E. Macy, I.D., and Boyd E.
Smith, M.D., being the "Doctors"; and
WHEREAS, the City will acquire prior to or concurrently with the
issuance of the Bonds herein authorized the real property hereinafter
described;
NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF
SALINA, KANSAS:
Section 1. Authority to Acquire Real Property and to Construct and
Purchase Facility. The City of Salina, Kansas, is hereby authorized to
acquire the real property described and set forth in Schedule 1 attached
hereto and made a part hereof and to construct a building and real
estate improvements on the real estate described on Schedule 1, said
real property, building, and improvements, being sometimes hereinafter
described as the "Facility", in accordance with the provisions of the
Lease dated as of March 1, 1980, between the City and the Doctors, which
Lease is hereinafter sometimes referred to as the "Lease", said Lease
being authorized by the provisions of this Ordinance (said real property
being referred to in the Lease as the "Land" and said Land, building,
and improvements, including the Land, also being referred to in the
Lease as the "Facility") all at an amount which will not exceed the cost
of $380,000 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 property
described in said Schedule 1 and to construct a building, and improvements
to be leased to the Doctors, there shall be issued and hereby are authorized
and directed to be issued a series of the Doctors Industrial Revenue
Bonds, Series of 1980, of the City of Salina, Kansas, in the principal
amount of $380,000. Said Bonds herein authorized, heraina ter sometimes
referred to as the "Bonds", and all interest thereon shall be pard
solely from the money and revenue received from the fees chargee, and
rental received for the use of the Facility and not from any other fund
or source. The City hereby pledges the Facility and the net earnings
therefrom to the payment of the Bonds and the interest thereon.
Said Bonds shall bear interest from date payable semi-annually payable
on September 1 and March 1 in each year, beginning on September 1, 1980.
Said Bonds and the interest coupons to be attached thereto shall be
payable in lawful money of the United States of America at The First
National Bank and Trust Company of Salina, in the City of Salina, Kansas,
.which is hereby designated as the City's paying agent for the payment of
the principal and the interest on the Bonds which bank is herein sometimes
referred to as the "Paying (Fiscal) Agent".
Section 4. Redemption and Payment of Bonds Prior to Maturity.
Said Bonds shall be subject to redemption and payment prior to the
stated maturity thereof, after the notice specified in Section 5 of this
Ordinance, as follows:
A. Each of said Bonds shall be subject to redemption and
payment at the option of the City, upon instructions from the Doctors,
after January 1, 1984, on any interest payment date or at anytime upon
any of the following conditions or events, provided all of said Bonds
are redeemed and paid according to their terms: (1) if title to, or the
use for a limited period of, substantially all of the Facility subject
to said Lease be condemned by any authority having the power of eminent
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Section
3. Description and Details of
the Bonds, Designation
of
Paying Agent.
Said Doctors
Industrial Revenue
Bonds, Series
of 1980, of
the City of Salina,
Kansas,
shall consist of
30 coupon Bonds,
numbered
from 1 to 30,
inclusive. All
of said Bonds
shall be dated March 1,
1980, and said
Bonds shall
become due serially
semi-annually
on each
March 1 and September
1 commencing in 1981,
and shall be in
the denominations
as follows:
Maturity
Maturity
Annual
Rate
Numbers
Amount
March 1
September 1
of Interest
1
$ 6,000
1981
8
3/8%
2
6,000
1981
8
3/8%
3
7,000
1982
8
3/8%
4
7,000
1982
8
3/8%
5
8,000
1983
8
3/8%
6
8,000
1983
8
3/8%
7
9,000
1984
8
3/8%
8
9,000
1984
8
3/8%
9
10,000
1985
8
3/8%
10
10,000
1985
8
3/8%
11
11,000
1986
8
3/8%
12
11,000
1986
8
3/8%
13
12,000
1987
8
3/8%
14
12,000
1987
8
3/8%
15
13,000
1988
8
3/8%
16
13,000
1988
8
3/8%
17
14,000
1989
8
3/8%
18
14,000
1989
8
3/8%
19
15,000
1990
8
3/8%
20
15,000
1990
8
3/8%
21
15,000
1991
8
3/8%
22
15,000
1991
8
3/8%
23
16,000
1992
8
3/8%
24
16,000
1992
8
3/8%
25
17,000
1993
8
3/8%
26
17,000
1993
8
3/8%
27
18,000
1994
8
3/8%
28
18,000
1994
8
3/8%
29
19,000
1995
8
3/8%
30
19,000
1995
8
3/8%
Said Bonds shall bear interest from date payable semi-annually payable
on September 1 and March 1 in each year, beginning on September 1, 1980.
Said Bonds and the interest coupons to be attached thereto shall be
payable in lawful money of the United States of America at The First
National Bank and Trust Company of Salina, in the City of Salina, Kansas,
.which is hereby designated as the City's paying agent for the payment of
the principal and the interest on the Bonds which bank is herein sometimes
referred to as the "Paying (Fiscal) Agent".
Section 4. Redemption and Payment of Bonds Prior to Maturity.
Said Bonds shall be subject to redemption and payment prior to the
stated maturity thereof, after the notice specified in Section 5 of this
Ordinance, as follows:
A. Each of said Bonds shall be subject to redemption and
payment at the option of the City, upon instructions from the Doctors,
after January 1, 1984, on any interest payment date or at anytime upon
any of the following conditions or events, provided all of said Bonds
are redeemed and paid according to their terms: (1) if title to, or the
use for a limited period of, substantially all of the Facility subject
to said Lease be condemned by any authority having the power of eminent
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domain; (2) if substantially all of the Facility be damaged or destroyed
by fire or other casualty; or (3) if as a result of changes in the
Constitution of the State of Kansas, or of legislative or administrative
action by the State of Kansas or any political sudivision thereof, or by
the United States, or by reason of any action instituted in any court,
the Lease herein authorized shall become void or unenforceable, or
impossible of performance without unreasonable delay, or in any other
way, by reason of such change of circumstances, unreasonable burdens or
excessive liabilities are imposed on the Doctors or the City. The
redemption price for Bonds redeemed pursuant to this paragraph shall be
the principal amount of Bonds so redeemed, plus accrued interest thereon
to the date fixed for redemption and payment, without premium; provided,
if payment is made solely at the direction of the Doctors, then a premium
of $25.00 per $1000 principal of the face value of the bonds being
prepaid, it being understood that the Doctors may prepay one or more
bonds after January 1, 1984, in an order inverse to maturity dates (last
unpaid maturities to be paid first).
Section 5. Notice of Redemption. Notice of any redemption provided
for by this Ordinance shall be given in the name of the City by the Doctors
or the Fiscal Agent by United States registered mail to the Paying
(Fiscal) Agent herein designated, such notice to be mailed at least
thirty (30) days prior to the date fixed for redemption and payment and
to specify the numbers of the Bonds to be redeemed and paid. Notice of
any such redemption shall also be published once not less than thirty
(30) days prior to the date fixed for redemption in some financial
journal published and of general circulation in New York, New York.
Notice of any such redemption shall also be given by mail in the manner
hereinbefore specified to any bondholder who files his name with the
Fiscal Agent pursuant to Section 18 of this Ordinance, provided that the
failure to give any notice by mail as herein specified shall not affect
the validity of any such call for redemption. Interest shall cease on
any of said Bonds so called for redemption and payment as of the redemption
date, provided funds are available to pay the same according to their
terms. Notice of any redemption as herein provided shall be given upon,
but only upon, written instruction from the Doctors, as long as the Doctors
are not in default in the payment of Basic Rent due under the Lease.
Section 6. Method of Execution of Bonds. Said Bonds and each of
them shall be executed for and on behalf of the City by the facsimile
signature of its Mayor and attested by the facsimile signature of its
City Clerk, with the seal of the City affixed. Interest coupons shall
be attached to the Bonds representing the interest to mature thereon,
and said interest coupons shall bear the facsimile signatures of the
Mayor and City Clerk of said City. Said Bonds and each of them shall be
registered in the office of the City Clerk which registra.*;-;_ �F
evidenced by a certificate on the raverse race fearing the
manual signature of the City Clerk. In the event either said Mayor or
City Clerk or both of said officers shall cease to hold such office
before the Bonds and coupons bearing their signatures shall have been
issued and delivered, said Bonds may be issued as though said officers
had not ceased to hold office and such signatures appearing on said
Bonds, coupons and registration certificates shall be valid and sufficient
for all purposes as if they had remained in office until such issuance.
Section 7. Form of Bond. Each of said Bonds and interest coupons
and the certificate attached thereto shall be in substantially the
following form:
S
UNITED STATES OF AMERICA
STATE OF KANSAS
COUNTY OF SALINE
CITY OF SALINA
GERALD K. PALMER, M.D., NORMAN E. MACY, M.D., AND BOYD E. SMITH, M.D.,
INDUSTRIAL REVENUE BOND SERIES OF 1980
KNOW ALL MEN BY THESE PRESENTS: That the City of Salina, in the
County of Saline, State of Kansas, for value received, hereby promises
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11 promises to pay, out of the revenues hereinaf ter sDecitied. to the
Notice of the City's intention to redeem and pay said Bonds pursuant
to any of the redemption provisions aforesaid, specifying the numbers of
the Bonds to be redeemed and paid, shall be given by United States
registered mail to the Paying (Fiscal) Agent, being The First National
- 4 -
bearer, the sum of ($
in lawful money of the United States of America, on the first day of
, and to pay interest thereon from the date
hereof at the rate of eight and three-eighths percent (8 3/8%) per
annum, payable semi-annually on September 1 and March 1 in each year
after the date hereof, beginning on September 1, 1980, until the said
principal sum shall have been paid, upon presentation and surrender of
the interest coupons hereto attached, bearing the facsimile signatures
of the Mayor and City Clerk of said City as said coupons severally
become due, both principal of and interest on this Bond being payable at
The First National Bank and Trust Company of Salina, in the City of
Salina, Kansas.
THIS BOND is one of an authorized series of Bonds aggregating the
principal amount of $380,000 authorized by Ordinance of said City (the
"Ordinance") for the purpose of providing funds to pay the cost of
acquiring real property and constructing a building and real estate
improvements (hereinafter sometimes referred to as the "Facility", said
Facility being further identified in the Ordinance) to be leased to
Gerald K. Palmer, M.D., Norman E. Macy, M.D., and Boyd E. Smith, M.D.
(the "Doctors"), pursuant to a Lease dated March 1, 1980, (the "Lease"),
by and between said City and the Doctors, by the authority of and in
conformity with the provisions, restrictions and limitations of the
Constitution and statutes of the State of Kansas, including K.S.A. 12-1740
to 12-1749, and all amendments thereof and acts supplemental thereto,
and all other provisions of the laws of said State applicable thereto
and this Bond and all interest hereon are to be paid by said City of
Salina, Kansas, solely and only from the money and revenue received from
the fees charged and rental received for the use of the Facility under
said Lease and not from any other fund or source. Pursuant to the
provisions of said statute, the governing body of the City has pledged
said Facility and the net earnings therefrom to the payment of the
series of Bonds of which this Bond is a part and the interest thereon.
Reference is hereby made to the Ordinance and to the Lease for a description
of the Facility and the covenants of the City and the Doctors with
respect to the payment, collection, segregation and application of the
money and revenue received from the fees charged and rental received for
the use of said Facility, the rights, duties and obligations of the City
and the Doctors with respect thereto and otherwise and the rights of the
holders of this Bond.
Each of the Bonds of the series of which this Bond is one is subject
to redemption and payment prior to maturity on any interest payment date
at the option of the City upon the following conditions or events,
provided all of said Bonds are redeemed and paid according to their
terms: (1) if title to, or the use for a limited period of, substantially
all of the facility be condemned by any authority having the power of
eminent domain; (2) if substantially all of the Facility is damaged or
destroyed by fire or other casualty; or (3) if as a result of changes in
the Constitution of the State of Kansas or of legislative or administrative
action by the State of Kansas or any political subdivision thereof, or
by the United States, or by reason of any action instituted in any
court, the Lease shall become void or unenforceable or impossible of
performance without unreasonable delay, or in any other way by reason of
such change of circumstances, unreasonable burdens or excessive liabilities
are imposed on the Doctors or the City. The redemption price for Bonds
redeemed pursuant to this paragraph shall be the principal amount of
Bonds so redeemed, plus accrued interest thereon to and including the
date fixed for redemption and payment, without premium. Each of the
bonds, in inverse order of maturity, may be called by the Doctors, via
the Fiscal Agent under the Ordinance, on provisions by the Doctors of
funds to pay the principal, accrued interest and a premium of $25 per
$1000 of bond principal being prepaid.
Notice of the City's intention to redeem and pay said Bonds pursuant
to any of the redemption provisions aforesaid, specifying the numbers of
the Bonds to be redeemed and paid, shall be given by United States
registered mail to the Paying (Fiscal) Agent, being The First National
- 4 -
Bank and Trust Company of Salina, Salina, Kansas, not less than thirty
(30) days prior to the date fixed for redemption and payment. Notice of
any such redemption shall also be published once not less than thirty
(30) days prior to the date fixed for redemption in some financial
journal published and of general circulation in New York, New York.
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 facsimile signature of
its Mayor and attested by the facsimile signature of its City Clerk, and
its corporate seal to be hereto affixed and the interest coupons hereto
attached to be signed with the facsimile signatures of said officers,
and this Bond to be dated this first day of March, 1980.
(facsimile)
ATTEST:
(facsimile)
City Clerk
----------------
Coupon No.
Mayor
(FORM OF COUPON)
All Coupons for 6 Months due
September 1 and March 1
. Bond No. Coupon Amounts
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1
$251.25
2
251.25
3
293.12
4
293.13
5
335.00
6
335.00
7
376.87
8
376.88
9
418.75
10
418.75
11
460.62
12
460.63
13
502.50
14
502.50
15
544.37
16
544.38
17
586.25
18
586.25
19
628.12
20
628.13
21
628.12
22
628.13
23
670.00
24
670.00
25
711.87
26
711.88
27
753.75
28
753.75
29
795.62
30
795.63
- 5 -
1
On the day of , 19—, unless the Bond to!
which this coupon is attached be called for redemption and
payment duly made or provided for, the City of Salina,
Kansas, will pay bearer, solely from the money and revenue
received from the fees charged and rental received for the
use of the Facility described in the Bond to which this
coupon is attached, and not from any other fund or source,
the amount shown hereon, in lawful money of the United
States of America, at The First National Bank and Trust
Company, in the City of Salina, Kansas, being interest due
on its Gerald K. Palmer, M.D., Norman E. Macy, M.D., and
Boyd E. Smith, M.D., Industrial Revenue Bond, Series of
1980, dated March 1, 1980, No.
(Facsimile)
Mayor
ATTEST:
(facsimile)
City Clerk
STATE OF KANSAS )
SS.
COUNTY OF SALINE )
City of Salina, Kansas
Gerald K. Palmer, M.D.,
Norman E. Macy,
Boyd E. Smith, M.
Industrial Revenue Bon
Series of 1980
I, the undersigned, City Clerk of the City of Salina, Kansas,
hereby certify that the within Gerald K. Palmer, M.D., Norman E. Macy, M.D.,
and Boyd E. Smith, M.D., Industrial Revenue Bond, Series of 1980, of
the City of Salina, Kansas, has been duly registered in my office according
to law.
1980.
WITNESS my hand and official seal this day of
City Clerk
Section 8. Execution and Delivery of the Bonds, Deposit of Bond
Proceeds, Designation of Fiscal Agent. The Mayor and City Clerk are
hereby authorized and directed to prepare and execute, in the manner
hereinbefore specified, the Bonds herein authorized, and to deliver said
Bonds to The First National Bank and Trust Company, in the City of'
Salina, Kansas, the purchaser thereof, on payment of the purchase price.
The proceeds of said Bonds shall be deposited with The First National Bank
and Trust Company, in the City of Salina, Kansas, hereby designated as
the City's Fiscal Agent and herein referred to as the "Fiscal Agent",
the rights and duties of said Fiscal Agent being further specified in
Section 19 of this Ordinance.
Section 9. Construction Fund. There is hereby authorized and
ordered to be established in the hands of the Fiscal Agent a separate
fund or account designated as "City of Salina, Kansas, Gerald K. Palmer, M.D
Norman E. Macy, M.D., and Boyd E. Smith, M.D., Construction Fund",
hereinafter referred to as the "Construction Fund". The Fiscal Agent
shall, first, promptly pay from the proceeds of the sale of said Bonds
into the Principal and Interest Account for the Doctors' Industrial
Revenue Bonds, Series of 1980, dated March 1, 1980, hereinafter created,
the amount of any accrued interest and premium, if any, received from
such sale. The balance of the proceeds of the sale of said Bonds shall
be deposited in said Construction Fund. Said Construction Fund shall be
used for the purpose of providing funds to pay the cost of acquiring
real property and to construct a building and real estate improvements
to be leased to the Doctors, as provided in said Lease. Any moneys not
required for said purpose shall, when the Facility is complete as provided
in the Lease, be deposited by the Fiscal Agent in said Principal and
Interest Account.
- 6 -
authorized and ordered to be estabiished in the an s of the Fiscai
Agent a separate account to be known as the "City of Salina, Kansas,
Principal and Interest Account for Gerald K. Palmer, M.D., Norman E.
Macy, M.D., and Boyd E. Smith, M.D., Industrial Revenud Bonds, Series of
1980, dated March 1, 1980," hereinafter referred to as the "Principal
and Interest Account". The City covenants and agrees that from and
after the delivery of any of the Revenue Bonds herein authorized and
continuing so long as any of said Bonds shall remain outstanding, said
City will maintain said Account with the Fiscal Agent. All payments of
Basic Rent and Additional Rent due under said Lease between the City and
the Doctors intended to pay the principal of and interest on the Bonds
shall be applied and allocated by the Fiscal Agent to said Principal and
Interest Account. All amounts credited to and deposited in said Principal
and Interest Account shall be used by the Fiscal Agent and forwarded to
the Paying (Fiscal) Agent for the sole purpose of paying the principal
of and interest on the Revenue Bonds herein authorized as and when the
same become due or are called for redemption and payment. Any balance
remaining in said Principal and Interest Account, including interest
earned on deposits made into said Account as prepayments of rent due
under Article II of said Lease, shall, when said Bonds have been paid,
or payment provided for, be paid to the Doctors.
Section 11. Covenant to Redeem Bonds. When moneys accumulated in
said Principal and Interest Account shall aggregate an amount sufficient
to pay the principal of all of the Bonds then outstanding, and all
interest accrued to date fixed for redemption and payment, and when said
Bonds become subject to redemption, the Fiscal Agent, on behalf of the
City, shall, upon receipt of instructions from the Doctors, proceed to
cause notice to be given of such redemption in the manner herein specified,
and said Fiscal Agent shall use such funds for said purpose.
Section 12. Investments. Moneys allocated and credited to and
deposited in the Principal and Interest Account in any amount in excess
of the amount necessary to pay the amount of principal and interest next
becoming due shall be invested by the Fiscal Agent, upon instructions
from the Doctors, in direct or indirect obligations of the United States
Government, or agencies thereof (inclusive of but not limited to situations
in which the Federal Deposit Insurance Corporation guarantees the principal
of the investment), becoming due not later than the due date of the next
principal and interest payment. No investment shall be made pursuant to
this Section for a period longer than the time the Fiscal Agent shall
determine that said funds are not required for the purpose for which
they are intended. All interest on investments held in the Construction
Fund shall be deposited in the Principal and Interest Account. Interest
in investments in any other fund or account shall accrue to and become a
part of such fund or account so invested.
Section 13. Particular Covenants of the City. So long as any of
the principal of and interest on the Bonds herein authorized remain
outstanding and unpaid, or until provisions are made for the payment
thereof, the City covenants with each of the holders and owners of said
Bonds as follows:
(A) The City will use the proceeds of the series of Bonds
herein authorized as soon as practicable and with all reasonable dispatch
for the purpose for which said Bonds are issued as hereinbefore set
forth. Said proceeds will not be invested in any securities or obliga-
tions except for the temporary period pending such use and said pro-
ceeds 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(d) of the Internal Revenue Code of
1954, as amended. The City further covenants that the proceeds of the
Bonds herein authorized will not be used to acquire securities or obli-
gations (other than obligations described in Section 103(a)(1) of the
Internal Revenue Code of 1954, as amended) that will produce a yield
higher than the yield of the Bonds herein authorized unless a statute,
regulation of the Treasury Department of the United States, ruling by
the Internal Service of the United States or a decision by a court of
- 7 -
ultimate jurisdiction holds that the acquisition of securities or obliga-
tions producing a yield higher than said Bonds will not cause said Bonds
to be Arbitrage Bonds as defined in said Section 103(c) of the Internal
Revenue Code of 1954, as amended.
(B) The City will comply fully with all the terms, provisions
(C) The City will enforce collection of the rental payment
and other charges in the amounts and at the time set forth in the Lease
authorized hereby and will not reduce or cause or permit to be reduced
the rental payments and other charges fixed, established and required by
the Lease nor change or alter the time or times when the same are due
and payable under the Lease. The City's obligation to pay the expenses
of such 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 leased property, any proceeds
of condemnation awards or insurance proceeds, any of which are received
by the City pursuant to the termination of the Lease, or any other funds
intended for the purpose of paying the Bonds will be used solely and
exclusively to pay the Bonds herein authorized and the interest thereon
according to their terms or to redeem and pay any of the Bonds then
outstanding and unpaid then subject to redemption and payment. Upon
receipt of any such funds, and as soon as the Bonds are subject to
redemption and payment, the City shall proceed promptly to call the
Bonds for redemption and payment according to their terms and shall give
notice, or cause notice to be given thereof, as provided for by the
terms of this Ordinance. Such funds shall be deposited with the Fiscal
Agent, and the same shall be used solely for the payment of the Bonds
herein authorized, accrued interest thereon, and the charges of the
Paying Agent and the Fiscal Agent for paying the same.
(F) The City will not issue any other obligations payable
from payments by the Doctors, pursuant to the Lease, nor voluntarily
create or cause to be created any debt, lien, pledge, assignment,
encumbrance, or any other charge on said payments or on the property
subject to said Lease nor will it, unless required by law or by the
terms of said Lease, sell or otherwise dispose of the Facility or any
part thereof; provided, however, that said City may issue from time to
time additional industrial revenue bonds for the purpose of completing
the construction or acquisition thereof on the land herein referred to,
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 Doctors 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 pro-
vide funds sufficient in amount to make the rental payments and other
charges which the Doctors are required to make under the Lease. If the
City is unable to procure a new tenant who will enter into such a lease,
the City may, with the consent of the holders of not less than sixty-six
and two-thirds percent (66 2/3%) of the Bonds herein authorized at the
time outstanding, sell the Facility leased at a price not less than the
amount of the then outstanding Bonds plus interest then unpaid.
(C) The City will enforce collection of the rental payment
and other charges in the amounts and at the time set forth in the Lease
authorized hereby and will not reduce or cause or permit to be reduced
the rental payments and other charges fixed, established and required by
the Lease nor change or alter the time or times when the same are due
and payable under the Lease. The City's obligation to pay the expenses
of such 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 leased property, any proceeds
of condemnation awards or insurance proceeds, any of which are received
by the City pursuant to the termination of the Lease, or any other funds
intended for the purpose of paying the Bonds will be used solely and
exclusively to pay the Bonds herein authorized and the interest thereon
according to their terms or to redeem and pay any of the Bonds then
outstanding and unpaid then subject to redemption and payment. Upon
receipt of any such funds, and as soon as the Bonds are subject to
redemption and payment, the City shall proceed promptly to call the
Bonds for redemption and payment according to their terms and shall give
notice, or cause notice to be given thereof, as provided for by the
terms of this Ordinance. Such funds shall be deposited with the Fiscal
Agent, and the same shall be used solely for the payment of the Bonds
herein authorized, accrued interest thereon, and the charges of the
Paying Agent and the Fiscal Agent for paying the same.
(F) The City will not issue any other obligations payable
from payments by the Doctors, pursuant to the Lease, nor voluntarily
create or cause to be created any debt, lien, pledge, assignment,
encumbrance, or any other charge on said payments or on the property
subject to said Lease nor will it, unless required by law or by the
terms of said Lease, sell or otherwise dispose of the Facility or any
part thereof; provided, however, that said City may issue from time to
time additional 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 agreement
with the Doctors with rentals or payments at least sufficient to pay the
principal of and interest on said additional bonds as the same become
due.
(ii) The Doctors are not in default in the payment of
rent due under the Lease.
(iii) The issuance of said additional bonds shall not
affect the exemption from Federal income taxation of the interest on the
Bonds herein authorized.
In the event of the issuance of any such additional bonds the
City may pledge the Facility and the net earnings therefrom to the
payment of such additional bonds and the interest thereon, provided the
City also pledges the additional construction, fixtures and equipment
and the net earnings therefrom, constructed or purchased out of the
proceeds of such additional bonds, to the payment of the Bonds herein
authorized and the interest thereon.
(G) The City will cause the Doctors to keep constantly insured
all buildings and improvements from time to time constituting a part of
the property and premises leased to the Doctors 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 deposited with the
Fiscal Agent as Insurance Trustee. Any of the proceeds of such policies
shall be used and applied in the manner set forth in said Lease.
(H) The City will cause the Fiscal Agent to maintain adequate
records and accounts relating to the Facility, separate and apart from
all other records or accounts of the City or the Fiscal Agent, and such
records and accounts shall be maintained in accordance with generally
accepted principles of accounting and shall include complete details of
all financial transactions related to the Bonds authorized herein and
the leased facilities. Such records and accounts shall be specifically
designed and maintained to show whether or not the provisions of this
Ordinance and the Lease referred to herein are being complied with.
Such books and records shall be available for inspection by the agents
of the Doctors 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 authorized by
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this Ordinance and the 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 sixty-six and two-thirds percent (66 2f3%) in aggregate
principal amount of the Bonds herein authorized at the time outstanding,
provided that no such modification or amendment shall permit or be
construed as permitting: (a) the modification of any duties or res-
ponsibilities of the Fiscal Agent unless it consents thereto, (b) the
extension of the maturity of the principal of any of the Bonds issued
hereunder, or the extension of the maturity of the interest on any Bonds
issued hereunder, (c) a reduction in the principal amount of any Bonds
or the rate of interest thereon, or (d) a reduction in the aggregate
principal amount of Bonds, the consent of the holder of which is re-
quired 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. Amendments to this Ordinance which correct omissions or
ambiguities or which add to the security of the bondholders may be made
by the City when agreed to by the Doctors. 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 pro-
visions of this Ordinance and shall be deemed to be a part of this
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Ordinance. It shall not be necessary to note on any of the outstanding
Bonds any reference to such amendment or modification, if any. Upon
payment of the reasonable cost of preparing the same, a certified copy
of every such amendatory or supplemental ordinance, if any, and a certi-
fied copy of this Ordinance will be sent by the City Clerk to any such
bondholder or prospective bondholder requesting the same.
The Lease herein authorized may be amended by the City and the
Doctors as provided therein, except as to rent or certain other matters
which may be made only with the consent of a specified percentage of the
holders 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
herein authorized, and the holder of any one or more of said Bonds may
sue to recover interest or principal which has not been paid according
to the terms of said Bonds. The holders of twenty-five percent (25%) of
the principal amount of Bonds then outstanding may sue in any action, in
mandamus, injunction or other proceedings, whether at law or in equity,
to enforce or compel performance of all duties and obligations required
by this Ordinance to be done or performed by said City or by the Doctors.
Nothing contained in this Ordinance shall, however, be construed to
impose on said 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 Bonds of the City herein authorized.
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Section 16. Declaration of Maturity of Bonds in the Event of
Default. In the event the principal of or interest on the Bonds herein
authorized is not paid according to the terms thereof either on maturity
or upon call for redemption, then the holders of twenty-five percent
(25%) of the principal amount of Bonds then outstanding may, by written
notice given to the Mayor or City Clerk, declare the principal of all
the Bonds herein authorized then outstanding to be due and payable
immediately, and upon such declaration given as aforesaid, all of said
Bonds shall be immediately due and payable, anything in said Bonds or in
the Ordinance contained to the contrary notwithstanding. This provision,
however, is subject to the condition that if at any time thereafter, all
arrears of interest, except interest accrued but not yet due, and all
arrears of principal shall have been paid in full, then in every such
case, the holders of a majority in principal amount of the Bonds then
outstanding, by written notice to the Mayor or City Clerk, may rescind
and annul such declaration and its consequences, but no such rescission
or annulment shall extend to or affect any subsequent default or impair
any rights consequent thereon.
Section 17. Defeasance. When all of the Bonds of the City herein
authorized and all coupons representing interest thereon shall have been
paid and discharged, then the requirements contained herein and the
pledge of revenues made hereunder and all other rights granted hereby,
shall cease and determine. Bonds and coupons shall be deemed to have
been paid and discharged within the meaning of this Ordinance and within
the meaning of the Lease authorized by this Ordinance when there shall
have been deposited with the Fiscal Agent at or prior to the maturity or
redemption date of said Bonds and coupons, in trust for and irrevocably
appropriated thereto, sufficient moneys for the payment of the principal
thereof and interest accrued to the date of maturity or redemption, as
the case may be, or if default in such payment shall have occurred on
such date, then to the date of the tender of such payments; provided,
always, that if any such Bonds shall be redeemed prior to the maturity
thereof, the City shall have elected to redeem such Bonds and notice of
such redemption shall have been given. Any moneys which at any time
shall be deposited with the said Fiscal Agent by or on behalf of the
City, for the purpose of paying and discharging any of the Bonds or
coupons, shall be, and are hereby, assigned, transferred and set over to
such Fiscal Agent in trust for the respective holders of the Bonds and
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priated to the payment and discharge thereof. If, through lapse of time
or otherwise, the holders of said Bonds or coupons shall no longer be
entitled to enforce payment of their obligations, then, in such event,
it shall be the duty of said bank forthwith to return said funds to the
City. All moneys deposited with such Fiscal Agent shall be deemed to be
deposited in accordance with and subject to all of the provisions contained
in this Ordinance.
Section 18. List of Bondholders. To the extent that such information
shall be made known to the City under the terms of this Section 18, it
will keep on file at the principal office of the Fiscal Agent a list of
names and addresses of the last known holders of all Bonds payable to
bearer and believed to be held by each of such last known holders. Any
bondholder may request that his name and address be placed on said list
by filing a written request with the City or with the Fiscal Agent,
which request shall include a statement of the principal amount of Bonds
held by such holder and the numbers of such Bonds. The Fiscal Agent
shall be under no responsibility with regard to the accuracy of said
list. At reasonable times and under reasonable regulations, established
by the Fiscal Agent, said list may be inspected and copied by the Doctors
or by the holders and/or owners (or a designated representative thereof)
of twenty-five percent (25%) or more in principal amount of Bonds then
outstanding, such ownership and the authority of any such designated
representative to be evidenced to the satisfaction of the Fiscal Agent.
Section 19. 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 rights, duties, responsibilities and
obligations which are reserved to or imposed 'upon the City under this Ordinance
and the Lease, except only such of those rights, duties, responsibilities
and obligations as may only be properly and lawfully exercised by or imposed
upon the City..
(C) Except as in this Ordinance or in the Lease otherwise pro-
vided, 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 instruments to determine
whether or not they conform to the requirements of this Ordinance and
the Lease.
(D) The Fiscal Agent shall not be liable with respect to any
action taken or omitted to be taken by it in good faith and, if appropriate,
upon advice of counsel who may be counsel for the Fiscal Agent or the
City or the Doctors.
(E) No provision contained in this Section shall be construed
to relieve the Fiscal Agent from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct, except
that this subsection shall not be construed to limit the effect of
subsections (B), (C) and (D) of this section and the Fiscal Agent shall
not be liable for any error of judgment made in good faith unless it
shall be proved that the Fiscal Agent was negligent in ascertaining the
pertinent facts.
(F) The Fiscal Agent shall have the right to buy, sell, own,
deal or trade in the Bonds or the coupons relating thereto without
giving notice thereof to the City or the Doctors or any bondholder and
without incurring any liability whatsoever with respect thereto.
(H) The Fiscal Agent shall be entitled to payment or reimburse-
ment 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 Doctors as Additional Rent as specified
in Article II of the Lease.
(I) In case of default in the payment of principal or interest on any
(G) The Fiscal Agent may resign by an instrument in writing
the Fiscal Agent
delivered to the City and the Doctors to take effect not sooner than
shall be and is hereby authorized to bring appropriate action for judgment
ninety (90) days after its delivery, whereupon the City, with the consent
or such other relief as may be appropriate and such action
of the Doctors, shall immediately, in writing, designate a successor
fiscal agent. Such successor fiscal agent shall be a bank, trust company
or national banking association which is a member of the Federal Reserve
no obligation
System and has a capital stock and surplus aggregating at least that of
for any fees and expenses of such action except out of any
come into the hands of the City by reason of its ownership
the Fiscal Agent at the time of its designation hereunder. Such successor
fiscal agent shall be subject to the same duties and obligations and
Agent may file
shall have the same rights, privileges and immunities specified in this
such proof of claim and such other documents as may be necessary and ad-
Ordinance and in the Lease for the Fiscal Agent. Any such successor
visable in order to have the claim of the Fiscal Agent and
fiscal agent shall file an acceptance in the form referred to in subpara-
graph (A) hereof with the City Clerk within ten (10) days of its appointment.
(H) The Fiscal Agent shall be entitled to payment or reimburse-
ment 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 Doctors as Additional Rent as specified
in Article II of the Lease.
(I) In case of default in the payment of principal or interest on any
(J) The Fiscal Agent shall require the Tenant to file with it proof
of payment of all real estate and personal property taxes and shall advise
the City in the event that the Tenant is in default in the payment of any of
said taxes.
Section 20. Authorization of Lease. The tract of land herein
referred to and the building and improvements to be acquired and con-
structed thereon pursuant to this Ordinance shall be leased to the Doctors
under and pursuant to a Lease dated March 1, 1980, substantially in the
form attached to this Ordinance and marked Exhibit A, which Lease the
Mayor and City Clerk are hereby authorized and directed to execute for
and on behalf of and as the act and deed of the City.
Section 21. Severability. If any one or more of the covenants,
agreements or provisions of this Ordinance, or of the Lease, should be
held contrary to any express provision of law or contrary to the policy
of express law, though not expressly prohibited, or against public
policy, or should for any reason whatsoever be held invalid, then such
covenants, agreements or provisions shall be null and void and shall be
deemed separate from the remaining covenants, agreements or provisions,
and shall in no way affect the validity of the other provisions of this
Ordinance or of the Bonds issued hereunder, or of the Lease.
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of the Bonds, or in the case of a default under the Lease,
the Fiscal Agent
shall be and is hereby authorized to bring appropriate action for judgment
or such other relief as may be appropriate and such action
may be brought
solely in the name of the Fiscal Agent or in the name of the City and
Fiscal Agent jointly, but in such case the City shall have
no obligation
for any fees and expenses of such action except out of any
come into the hands of the City by reason of its ownership
funds which might
of the Facility
and this Ordinance and the Lease. In addition, the Fiscal
Agent may file
such proof of claim and such other documents as may be necessary and ad-
visable in order to have the claim of the Fiscal Agent and
the bondholders
relative to the bonds or the obligations relating thereto
allowed in any
judicial proceedings.
(J) The Fiscal Agent shall require the Tenant to file with it proof
of payment of all real estate and personal property taxes and shall advise
the City in the event that the Tenant is in default in the payment of any of
said taxes.
Section 20. Authorization of Lease. The tract of land herein
referred to and the building and improvements to be acquired and con-
structed thereon pursuant to this Ordinance shall be leased to the Doctors
under and pursuant to a Lease dated March 1, 1980, substantially in the
form attached to this Ordinance and marked Exhibit A, which Lease the
Mayor and City Clerk are hereby authorized and directed to execute for
and on behalf of and as the act and deed of the City.
Section 21. Severability. If any one or more of the covenants,
agreements or provisions of this Ordinance, or of the Lease, should be
held contrary to any express provision of law or contrary to the policy
of express law, though not expressly prohibited, or against public
policy, or should for any reason whatsoever be held invalid, then such
covenants, agreements or provisions shall be null and void and shall be
deemed separate from the remaining covenants, agreements or provisions,
and shall in no way affect the validity of the other provisions of this
Ordinance or of the Bonds issued hereunder, or of the Lease.
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Section 22. Conveyance of Facility. Upon receipt by the City of
the purchase price of the property subject to said Lease, title to said
property shall be transferred and conveyed to the Doctors as provided in
the Lease, and the Mayor and other appropriate officers of said City are
hereby authorized and directed to execute such deeds and other instruments
as may be necessary to effect such conveyance and transfer.
Section 23. Effective Date. This Ordinance shall take effect and
be in force from and after its passage and publication in the official
City paper.
PASSED AND APPROVED by the governing body of the City of Salina,
Kansas, this 3ltL day of yy,C.4"-Z- , 1980.
ATTEST:
D. L. Harrison, City Clerk
1
n
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1
D
Subject to: (i) easements, restrictions and reservations now of
record, (ii) the rights of the public in and to any part of the
premises lying or being.in public roads, alleys or highways, and
(iii) taxes and assessments, general and special, not now due or
payable; and
(b) All buildings and improvements located or to be located thereon
■
BY AND BETWEEN THE CITY OF SALINA, KANSAS,
AND
GERALD K. PALMER, M.D.
NORMAN E. MACY, M.D.
BOYD E. SMITH, M.D.
AND TO
ORDINANCE NO.? OF OF SAID CITY RELATING THERETO
(a) All of Lot Five (5) and that part of Lot Six (6), Block Five (5),
Northeast Industrial Park, Block Four (4) -Six (6), a Replat of
Walkers Addition; Lill's Addition and Surveyor's Plat "G", Lots
Four (4), Five (5) and Nine (9), through Twenty (20), beginning at
the Southwest corner of said Lot Five (5); thence North Zero Degrees
Two Minutes and Twenty-two Seconds East (N.00002'22"E.) along the
West line of said Lot Five (5) a distance of One Hundred Sixty-nine
Feet (169.00'); thence South Eighty-nine Degrees Thirty-seven
Minutes and Twenty-eight Seconds East (S.89037'28"E.) a distance of
Two Hundred Eighty-seven and Seventy-seven Hundredths Feet (287.77');
thence South Thirty-seven Degrees Twenty-two Minutes and Thirty-two
Seconds West (S.37°22'32"W.) a distance of One Hundred Seven and
Twenty-six Hundredths Feet (107.26'); thence South One Degree
Thirty-seven Minutes and Twenty-eight Seconds East (S.01°37'28"E.)
a distance of eighty-three and Twenty-four Hundredths Feet (83.24')
to the Southeast corner of said Lot Five (5); thence North Eighty-
nine Degrees Thirty-seven Minutes and Twenty-eight Seconds West
(N.89037'28"W.) along the South line of said Lot Five (5) a distance
of Two Hundred Twenty-four and Eighty Hundredths Feet (224.801) to
the point of beginning.
1
D
Subject to: (i) easements, restrictions and reservations now of
record, (ii) the rights of the public in and to any part of the
premises lying or being.in public roads, alleys or highways, and
(iii) taxes and assessments, general and special, not now due or
payable; and
(b) All buildings and improvements located or to be located thereon
■