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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 - 7 - 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 1 1 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 - 9 - 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 - 10 - 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. - 12 - 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. - 12 - 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 - 13 - 1 1 1 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