80-8782 IRB Wilson & Cow Rt-bIt3hed m -Li, 1 tin �ri I I 19�
ORDINANCE NO. 80-8782
WHEREAS, the City of Salina, Kansas, hereinafter seomtimes referred
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, said 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 to construct and purchase buildings, improvements, machinery and
equipment to be leased to Bruce E. Roberts, Nathan B. Butcher, Robert L.
Baier, Robert P. Selm, Robert E. Crawford, Lewis C. Crawford, Robert F.
Sykes, John D. Smutz and Craig A. Roberts, Partners, doing business
under the name and style of Wilson & Company, Engineers and Architects,
hereinafter referred to as the "Company"; 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 and purchase buildings,
improvements, machinery and equipment described in said Schedule 1, said
real estate, buildings, improvements, machinery and equipment being
sometimes hereinafter described as the "Facilities", in accordance with
the provisions of the Lease dated as of March 1, 1980, between said City
and the Company, 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,
buildings, improvements, machinery and equipment, including the Land,
also being referred to in the Lease as the Facilities) all at an amount
which will not exceed the cost of $675,000 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 and purchase buildings,
improvements, machinery and equipment to be leased to the Company, there
shall be issued and hereby are authorized and directed to be issued a
series of Industrial Revenue Bonds, Second Series of 1980, of the City
of Salina, Kansas, in the principal amount of $675,000. Said Bonds
herein authorized, hereinafter sometimes referred to as the "Bonds", and
AN ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS, TO ACQUIRE THE REAL
PROPERTY HEREINAFTER DESCRIBED AND TO CONSTRUCT AND PURCHASE BUILDINGS,
IMPROVEMENTS, MACHINERY AND EQUIPMENT TO BE LEASED TO BRUCE E. ROBERTS,
NATHAN B. BUTCHER, ROBERT L. BALER, ROBERT P. SELM, ROBERT E. CRAWFORD,
LEWIS C. CRAWFORD, ROBERT F. SYKES, JOHN D. SMUTZ AND CRAIG A. ROBERTS,
PARTNERS, DOING BUSINESS UNDER THE FIRM NAME AND STYLE OF WILSON &
COMPANY, ENGINEERS AND ARCHITECTS ("COMPANY"), AUTHORIZING AND DIRECTING
THE ISSUANCE OF $675,000 PRINCIPAL AMOUNT OF INDUSTRIAL REVENUE BONDS,
SECOND SERIES OF 1980, OF SAID CITY FOR THE PURPOSE OF PROVIDING FUNDS
TO PAY THE COST OF ACQUIRING THE REAL PROPERTY HEREINAFTER DESCRIBED AND
TO CONSTRUCT AND PURCHASE BUILDINGS, IMPROVEMENTS, MACHINERY AND EQUIPMENT
TO BE LEASED TO THE COMPANY, AND PRESCRIBING THE FORM AND AUTHORIZING
THE EXECUTION OF A LEASE BY AND BETWEEN SAID CITY AND THE COMPANY
WHEREAS, the City of Salina, Kansas, hereinafter seomtimes referred
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, said 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 to construct and purchase buildings, improvements, machinery and
equipment to be leased to Bruce E. Roberts, Nathan B. Butcher, Robert L.
Baier, Robert P. Selm, Robert E. Crawford, Lewis C. Crawford, Robert F.
Sykes, John D. Smutz and Craig A. Roberts, Partners, doing business
under the name and style of Wilson & Company, Engineers and Architects,
hereinafter referred to as the "Company"; 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 and purchase buildings,
improvements, machinery and equipment described in said Schedule 1, said
real estate, buildings, improvements, machinery and equipment being
sometimes hereinafter described as the "Facilities", in accordance with
the provisions of the Lease dated as of March 1, 1980, between said City
and the Company, 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,
buildings, improvements, machinery and equipment, including the Land,
also being referred to in the Lease as the Facilities) all at an amount
which will not exceed the cost of $675,000 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 and purchase buildings,
improvements, machinery and equipment to be leased to the Company, there
shall be issued and hereby are authorized and directed to be issued a
series of Industrial Revenue Bonds, Second Series of 1980, of the City
of Salina, Kansas, in the principal amount of $675,000. Said Bonds
herein authorized, hereinafter sometimes referred to as the "Bonds", and
all interest thereon shall be paid solely from the money and revenue
received from the fees charged and rental received for the use of the
Facilities and not from any other fund or source. The City hereby
pledges the Facilities and the net earnings therefrom to the payment of
the Bonds and the interest thereon.
Said Bonds shall bear interest from date payable on November 15, 1980,
on May 15 and November 15 in each year, beginning on November 15, 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 Company,
on any interest payment date 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 Facilities subject to said Lease be condemned
by any authority having the power of eminent domain; (2) if substantially
all of the Facilities be damaged or destroyed by fire or other casualty;
or (3) if as a result of changes in the Constitution of the State of
- 2 -
Section 3.
Description and Details of the Bonds, Designation of
Paying
Agent.
Said Industrial Revenue Bonds, Second
Series of 1980,
of
the
City
of
Salina, Kansas, shall
consist of 60 coupon Bonds,
numbered
from
1
to
60, inclusive,
each of said
Bonds being in
the denomination
h6rein-
after
enumerated.
All of
said Bonds
shall be dated March 1, 1980,
and
said
Bonds
shall become due serially
on November 15,
1980, and on
each
succeeding
May
15 and November 15 until
fully paid,
in each year,
and
shall
bear
interest from
date as follows:
Bond
Face Amount Total
Maturity
Maturity
Interest
Numbers
of Each
Due
November 15
May 15
Rate
1,
2 and 3
$ 7,000
$21,000
1980
8.5%
4,
5 and 6
8,000
24,000
1981
8.5%
7,
8 and 9
8,000
24,000
1981
8.5%
10,
11
and
12
8,000
24,000
1982
8.5%
13,
14
and
15
9,000
27,000
1982
8.5%
16,
17
and
18
9,000
27,000
1983
8.5%
19,
20
and
21
9,000
27,000
1983
8.5%
22,
23
and
24
10,000
30,000
1984
8.5%
25,
26
and
27
10,000
30,000
1984
8.5%
28,
29
and
30
11,000
33,000
1985
8.5%
31,
32
and
33
11,000
33,000
1985
8.5%
34,
35
and
36
12,000
36,000
1986
8.5%
37,
38
and
39
12,000
36,000
1986
8.5%
.40,
41
and
42
13,000
39,000
1987
8.5%
43,
44
and
45
13,000
39,000
1987
8.5%
46,
47
and
48
14,000
42,000
1988
8.5%
49,
50
and
51
14,000
42,000
1988
8.5%
52,
53
and
54
15,000
45,000
1989
8.5%
55,
56
and
57
16,000
48,000
1989
8.5%
58,
59
and
60
16,000
48,000
1990
8.5%
Said Bonds shall bear interest from date payable on November 15, 1980,
on May 15 and November 15 in each year, beginning on November 15, 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 Company,
on any interest payment date 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 Facilities subject to said Lease be condemned
by any authority having the power of eminent domain; (2) if substantially
all of the Facilities be damaged or destroyed by fire or other casualty;
or (3) if as a result of changes in the Constitution of the State of
- 2 -
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 Company 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.
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
City, the Company 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 -Company, as long as the
Company is not in default in the payment of Basic Rent due under the
Lease.
Section 7. Form of Bond. Each of said Bonds and interest coupons
and the certificate attached thereto shall be in substantially the
following form:
No. $
UNITED STATES OF AMERICA
STATE OF KANSAS
COUNTY OF SALINE
CITY OF SALINA
INDUSTRIAL REVENUE BOND
SECOND 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
to pay, out of the revenues hereinafter specified, to the bearer, the
- 3 -
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 registration shall be
evidenced by a certificate on the reverse face thereof bearing 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:
No. $
UNITED STATES OF AMERICA
STATE OF KANSAS
COUNTY OF SALINE
CITY OF SALINA
INDUSTRIAL REVENUE BOND
SECOND 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
to pay, out of the revenues hereinafter specified, to the bearer, the
- 3 -
sum of ($ ) in
lawful money of the United States of America, on the 15th day of
and to pay interest thereon from the date hereof at the
rate of eight and one-half percent (8 1/2%) per annum, the first coupon
payable November 15, 1980, and the remainder of the interest coupons
payable semi-annually on May 15 and November 15 in each year after the
date hereof, beginning (second coupon) on May 15, 1981, 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 $675,000 authorized by Ordinance of said City (the
"Ordinance") for the purpose of providing funds to pay the cost of
acquiring real property and constructing and purchasing buildings,
improvements, machinery and equipment (hereinafter sometimes referred to
as the "Facilities", said Facilities being further identified in the
Ordinance) to be leased to Bruce E. Roberts, Nathan B. Butcher, Robert L.
Baier, Robert P. Selm, Robert E. Crawford, Lewis C. Crawford, Robert F.
Sykes, John D. Smutz and Craig A. Roberts, Partners (the "Company"),
pursuant to a Lease dated March 1, 1980 (the "Lease"), by and between
said City and said Company, 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 Facilities 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 Facilities 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 Facilities
and the covenants of the City and the Company 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 Facilities,
the rights, duties and obligations of the City and the Company 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 Facilities be condemned by any authority having the power of
eminent domain; (2) if substantially all of the Facilities are damaged
or destroyed by fire or other casualty; (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 Company or the City; or (4) if the Company desires to
prepay the bonds or a part thereof in inverse order of maturity and duly
makes a deposit so to do. 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; provided, however, if the re-
demption is under subdivision "(4)" of the next preceing sentence, then at
anytime during the first five (5) year life of the Bonds the Company shall
be required to pay a premium of $25 per $1000 of Bonds prepaid.
- 4 -
r
J
F�
1
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
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)
Mayor
ATTEST:
(facsimile)
City Clerk
- 5 -
NEW
(FORM OF COUPON)
Coupon No.
First
Coupon for 8.5 Months and
All
Other Coupons for 6 Months Due
November 15 and May 15
Amount First Coupon
Amount of All
Bond Numbers
Due November 15, 1980
Other Coupons
1,
2 and 3
$419.81
None
4,
5 and 6
479.78
$340.00
7,
8 and 9
479.78
340.00
10,
11
and
12
479.78
340.00
13,
14
and
15
539.75
382.50
16,
17
and
18
539.75
382.50
19,
20
and
21
539.75
382.50
22,
23
and
24
599.72
425.00
25,
26
and
27
599.72
425.00
28,
29
and
30
659.69
467.50
31,
32
and
33
659.69
467.50
34,
35
and
36
719.67
510.00
37,
38
and
39
719.67
510.00
40,
41
and
42
779.64
552.50
43,
44
and
45
779.64
552.50
46,
47
and
48
839.61
595.00
49,
50
and
51
839.61
595.00
52,
53
and
54
899.58
637.50
55,
56
and
57
959.56
680.00
58,
59
and
60
959.56
680.00
- 5 -
NEW
1
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 of Salina, in the City of Salina, Kansas, being
interest due on its Industrial Revenue Bond, Second Series
of 1980, dated March 1, 1980, No.
(Facsimile)
Mayor
ATTEST:
(facsimile)
City Clerk
$TATE OF KANSAS )
) SS.
COUNTY OF SALINE )
Industrial Revenue
Bond
Second Series of 1980
(Wilson & Company)
I, the undersigned, City Clerk of the City of Salina, Kansas,
hereby certify that the within Industrial Revenue Bond, Second Series of
1980, of the City of Salina, Kansas, has been duly registered in my
office according to law.
WITNESS my hand and official seal this day of , 1980.
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 of Salina, 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 of Salina, in the City of Salina, Kansas, hereby
designated as the City's Fiscal Agent and herein referred to as the
"Fiscal Agent", the rights and 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, Wilson & Company
Construction Fund 1980", 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
Industrial Revenue Bonds, Second 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 buildings and improvements and to
pay the cost of machinery and equipment to be leased to the Company, as
provided in said Lease. Any moneys not required for said purpose shall,
when the Facilities are complete as provided in the Lease, be deposited
by the Fiscal Agent in said Principal and Interest Account.
Section 10. Principal and Interest Account. There is hereby
authorized and ordered to be established in the hands of the Fiscal
Agent a separate account to be known as the "City of Salina, Kansas,
Principal and Interest Account for Industrial Revenue Bonds, Second
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 Company 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 Company.
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, said City shall, upon receipt of
instructions from the Company, 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 Company, -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
on 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 obligations
except for the temporary period pending such use and said proceeds will
not be used directly or indirectly so as to cause all or any part of the
Bonds herein authorized to be or become "Arbitrage Bonds" within the
meaning of Section 103(c) of the Internal Revenue Code of 1954, as
amended. The City further covenants that the proceeds of the series of
Bonds herein authorized will not be used to acquire securities or obligations
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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 ultimate jurisdiction holds that an acquisition
of securities or obligations producing a yield higher than said Bonds
will not cause said Bonds to be Arbitrage Bonds as defined in said
Subsection (c).
(B) The City will comply fully with all the terms, provisions
and conditions of the Lease which require performance by, or impose
duties on, the City and that it will not permit any default to occur on
the part of the City; that it will fully and promptly enforce all of the
terms, provisions and conditions of the Lease which require performance
by, or impose duties on, the Company and in the event of the occurrence
of a default, as defined in the Lease, will exercise all rights and
remedies conferred by the Lease for the full and complete protection of
the security and rights of the bondholders and, to the extent permitted
by the Lease, will use its best efforts to procure a new tenant or
tenants for the leased property under lease provisions which will provide
funds sufficient in amount to make the rental 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 sixty-six and
two-thirds percent (6 6 2/3%) of the Bonds herein authorized at the time
outstanding, sell the Facilities 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, nor will it consent to any merger, consolidation,
dissolution or liquidation by the Company, except to the extent provided
in the Lease.
(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 Company, pursuant to the Lease, nor voluntarily
create or cause to be created any debt, lien, pledge, assignment, encumbrance,
or any other charge on said payments or on the property subject to said
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1
Lease nor will it, unless required by law or by the terms of said Lease,
sell or otherwise dispose of the Facilities 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 Company 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 Company is not in default in the payment of
rent due under the Lease.
(iii) The issuance of said additional bonds shall not
affect the exemption from Federal income taxation of the interest on the
Bonds herein authorized.
In the event of the issuance of any such additional bonds the
City may pledge the Facilities 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 Company to keep constantly insured
all buildings and improvements from time to time constituting a part of
the property and premises leased to the Company in the manner provided
.for by the Lease herein authorized. The City's share of the proceeds of
any such insurance policies shall be payable to and 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 Facilities, separate and apart from
all other records or accounts of the City or the Fiscal Agent, and such
records and accounts shallbe 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 Company or any of to 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
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 2/3%) 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 responsibilities
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 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. Amendments
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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 Company. Every amendment or modification 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 such amendment
or modification, if any. Upon payment of the reasonable cost of pre-
paring the same, a certified copy of every such amendatory or supplemental
ordinance, if any, and a certified 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
Company as provided therein, except as to timely payment of rent and the
timely performance of other obligations by the Company which may be made
only with the consent of 100 percent 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
hereinauthorized, 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 said Company.
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.
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
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uch date, then to the date of the tender of such payments; provided,
lways, that if any such Bonds shall be redeemed prior to the maturity
hereof, the City shall have elected to redeem such Bonds and notice of
uch redemption shall have been given. Any moneys which at any time
hall be deposited with the said Fiscal Agent by or on behalf of the
ity, for the purpose of paying and discharging any of the Bonds or
oupons, shall be, and are hereby, assigned, transferred and set over to
such Fiscal Agent in trust for the respective holders of the Bonds and
oupons, and such moneys shall be and are hereby irrevocably appro-
riated to the payment and discharge thereof. If, through lapse of time
r otherwise, the holders of said Bonds or coupons shall no longer be
ntitled 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
ity. All moneys deposited with such Fiscal Agent shall be deemed to be
eposited in accordance with and subject to all of the provisions contained
'n this Ordinance.
Section 18. List of Bondholders. To the extent that such information
(B) The Fiscal Agent's duties and responsibilities shall be
invited to those expressly set forth in this Ordinance and under the
ease and shall further include those rights, duties, responsibilities and
bligations which are.reserved to or imposed upon the City under this Ordinance
nd the Lease, except only such of those rights, duties, responsibilities
nd obligations as may only be properly and lawfully exercised by or imposed
pon 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
he Fiscal Agent as conclusive evidence of the facts, opinions and
conclusions stated therein and shall be full warrant, protection and
uthority to the Fiscal Agent for any action reasonably taken pursuant
hereto. 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
ction taken or omitted to be taken by it in good faith and, if appropriate,
pon advice of counsel who may be counsel for the Fiscal Agent or the
ity or the Company.
hall be made known to the City under the terms of this Section 18, it
ill keep on file at the principal office of the Fiscal Agent a list of
ames and addresses of the last known holders of all Bonds payable to
Barer and believed to be held by each of such last known holders. Any
ondholder may request that his name and address be placed on said list
Dy filing a written request with the City or with the Fiscal Agent,
which request shall include a statement of the principal amount of Bonds
eld by such holder and the numbers of such Bonds. The Fiscal Agent
hall be under no responsibility with regard to the accuracy of said
List. At reasonable times and under reasonable regulations, established
y the Fiscal Agent, said list may be inspected and copied by the Company
r by the holders and/or owners (or a designated representative thereof)
f twenty-five percent (25%) or more in principal amount of Bonds then
utstanding, 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
rovisions of Section 8 hereof, the Fiscal Agent shall file with the
ity Clerk its written acceptance of the duties specified in this Ordinance
nd in the Lease and its agreement to act in said capacity.
(B) The Fiscal Agent's duties and responsibilities shall be
invited to those expressly set forth in this Ordinance and under the
ease and shall further include those rights, duties, responsibilities and
bligations which are.reserved to or imposed upon the City under this Ordinance
nd the Lease, except only such of those rights, duties, responsibilities
nd obligations as may only be properly and lawfully exercised by or imposed
pon 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
he Fiscal Agent as conclusive evidence of the facts, opinions and
conclusions stated therein and shall be full warrant, protection and
uthority to the Fiscal Agent for any action reasonably taken pursuant
hereto. 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
ction taken or omitted to be taken by it in good faith and, if appropriate,
pon advice of counsel who may be counsel for the Fiscal Agent or the
ity or the Company.
(E) No provision contained in this Section shall be construed
o relieve the Fiscal Agent from liability for its own negligent action,
is own negligent failure to act, or its own willful misconduct, except
hat this subsection shall not be construed to limit the effect of
ubsections (B), (C) and (D) of this section and the Fiscal Agent shall
of be liable for any error of judgment made in good faith unless it
hall be proved that the Fiscal Agent was negligent in ascertaining the
ertinent 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
iving notice thereof to the City or the Company or any bondholder and
ithout incurring any liability whatsoever with respect thereto.
(G) The Fiscal Agent may resign by an instrument in writing
elivered to the city and the Company to take effect not sooner than
inety (90) days after its delivery, whereupon the City, with the consent
f the Company, shall immediately, in writing, designate a successor
fiscal agent. Such successor fiscal agent shall be a bank, trust company
r national banking association which is a member of the Federal Reserve
ystem and has a capital stock and surplus aggregating at least that of
he Fiscal Agent at the time of its designation hereunder. Such suc-
essor fiscal agent shall be subject to the same duties and obligations
nd shall have the same rights, privileges and immunities specified in
his Ordinance and in the Lease for the Fiscal Agent. Any such successor
iscal agent shall file an acceptance in the form referred to in sub-
aragraph (A) hereof with the City Clerk within ten (10) days of its
ppointment.
(H) The Fiscal Agent shall be entitled to payment or re-
imbursement for reasonable fees for its ordinary services and all advances,
ounsel fees and other ordinary expenses reasonably and necessarily made
Dr incurred by it in connection with its ordinary services, all such
Cees and expenses to be paid by the Company as Additional Rent as specified
n Article II of the Lease.
(I) In case of default in the payment of principal or interest on
ny of the Bonds, or in the case of a default under the Lease, the Fiscal
.gent shall be and is hereby authorized to bring appropriate action for judg-
,ent or such other relief as may be appropriate and such action may be brought
olely in the name of the Fiscal Agent or in the name of the City and Fiscal
.gent jointly, but in such case the City shall have no obligation for any
ees and expenses of such action except out of any funds which might come
nto the hands of the City by reason of its ownership of the Facilities
nd this Ordinance and the Lease. In addition, the Fiscal Agent may file
uch proof of claim and such other documents as may be necessary and ad-
isable in order to have the claim of the Fiscal Agent and the bondholders
elative to the bonds or the obligations relating thereto allowed in any
udicial proceedings.
(3) The Fiscal Agent shall require the Tenant to file with it
roof of payment of all real estate and personal property taxes and shall
dvise the City in the event that the Tenant is in default in the payment
f any of said taxes.
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Section 20.
Authorization
of Lease. The tract of land herein
eferred to and
the buildings and improvements to be acquired and constructed
hereon pursuant
to this Ordinance shall be leased to the Company under
nd pursuant to
a Lease dated
March 1, 1980, substantially in the
orm attached to
this Ordinance
and marked Exhibit A, which Lease the
and City Clerk
are hereby
authorized and directed to execute for
�ayor
nd on behalf of
and as the act
and deed of the City.
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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
rdinance or of the Bonds issued hereunder, or of the Lease.
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 Company as provided in
the Lease and the Mayor and other appropriate officers of said 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 23. Effective Date. This Ordinance shall take effect and
in force from and after its passage and publication in the official
ty paper.
PASSED AND APPROVED by the governing body of the City of Salina,
s, this 7th day of April , 1980.
1"'liST:
D. L. Harrison, City Clerk
-�-ems_----
Karen M. Graves, Mayor
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1
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SCHEDULE 1
TO
ORDINANCE NO.
AND
LEASE
OF THE
CITY OF SALINA, LANDLORD,
TO
WILSON & COMPANY, ENGINEERS AND ARCHITECTS, TENANT
MARCH 1, 1980
1 Estate:
Lots Forty (40), Forty-one (41), Forty-two (42), Forty-three (43),
Forty-four (44), Forty-five (45) and Forty-six (46), Block Three (3),
Calkins Addition to the City of Salina, Saline County, Kansas
sonal Proverty:
1. A mini -computer system for use by Tenant in the functionalization
of a Chemical Laboratory
2. An Interactive Graphics Design System ("IGDS") for
use in support of the application of all engineering disciplines,
together with an intergal Data Processing System (workstations
and output subsystems) with all appurtenant data storage
systems and necessary software for the operation thereof