8670 IRB United BuildingRt.bliShcd in -(h,( SA -J i n a. JcuY(Gi..l can CY—Anbe� 2S, 149-7E)
ORDINANCE NO. 8670
AN ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS
TO ACQUIRE THE UNITED BUILDING CONDOMINIUM UNITS,
THE REAL ESTATE, IMPROVEMENTS AND COMMON AREAS APPLICABLE
THERETO, AND TO RECONSTRUCT, REPAIR, ENLARGE, REMODEL
AND IMPROVE THE SAME FOR USE AS COMMERCIAL FACILITIES
TO BE LEASED TO CERTAIN OCCUPANTS OF SUCH CONDOMINIUM
UNITS; AUTHORIZING AND DIRECTING THE ISSUANCE OF
$990,000.00 PRINCIPAL AMOUNT OF SALINA, KANSAS, UNITED
BUILDING OF SALINA INDUSTRIAL REVENUE BONDS OF 1978, OF
SAID CITY FOR THE PURPOSE OF PROVIDING FUNDS FOR THE
ACQUISITION OF SAID CONDOMINIUM UNITS, THE REAL
ESTATE, IMPROVEMENTS AND COMMON AREAS APPLICABLE THERETO,
AND THE RECONSTRUCTION, REPAIR, ENLARGEMENT, REMODELING
AND IMPROVEMENT OF THE BUILDING, WHICH CONSISTS OF SUCH
CONDOMINIUM UNITS, AND TO PURCHASE AND INSTALL MACHINERY
AND EQUIPMENT TO BE USED FOR COMMERCIAL FACILITIES
TO BE LEASED TO CERTAIN OCCUPANTS OF THE CONDOMINIUM
UNITS; AND PRESCRIBING THE FORM AND AUTHORIZING THE
EXECUTION OF LEASES BY AND BETWEEN SAID CITY AND CERTAIN
OCCUPANTS OF SAID CONDOMINIUM UNITS
WHEREAS, the City of Salina, Kansas, a city of the
first class, hereinafter sometimes referred to as "City",
desires to promote, stimulate and develop the general
economic welfare and prosperity of the City of Salina,
Kansas, and its environs and thereby to further promote,
stimulate and develop the general economic welfare and
prosperity of the State of Kansas; and
WHEREAS, pursuant to the provisions of K.S.A. 12-1740
to 12-1749a, as amended, the City is authorized to issue
industrial revenue bonds of the City, and it is hereby found
and determined to be advisable and in the interest and for
the welfare of the City and its inhabitants that nine series
of industrial revenue bonds of the City in the principal
amount of $110,000.00 each or the aggregate principal amount
of $990,000.00, be authorized and issued for the purpose of
providing funds to acquire the condominium units described
herein, including the real estate hereinafter described, and
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to reconstruct, repair, enlarge, remodel and improve the
same, and to purchase and install machinery and equipment
therein, all to be used as a commercial facility to be
leased to several of the occupants of the condominium units
established pursuant to a certain Declaration of Condominium
Owners of the United Building, dated as of January 1, 1978,
as hereinafter set forth, the proceeds of said bonds to be
used only for said purposes in conjunction with funds other-
wise made available for said purposes.
NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF
THE CITY OF SALINA, KANSAS:
SECTION 1. That the City of Salina, Kansas, is hereby
authorized to acquire the condominium units established
under a certain Declaration of Condominium Owners of the
United Building, dated as of January 1, 1978, recorded in
the office of the Register of Deeds of Saline County,
Kansas, in Volume 118 of Miscellaneous at Pages 595 to 619,
inclusive, hereinafter referred to as "Condominium Declara-
tion", including the interest of the respective condominium
units in the following described real estate:
The West forty-eight feet and two inches (48' 211)
of Lots One Hundred Nine (109) and One Hundred
Eleven (111) and the West forty-eight feet and two
inches (48' 211) of the North twenty feet (201) of
Lot One Hundred Thirteen (113), on Seventh Street
in the Original Town (now City) of Salina, Saline
County, Kansas;
together with the building and improvements located thereon,
and the condominium units applicable thereto, and to recon-
struct, repair, enlarge, remodel and improve such condo-
minium units and to purchase certain machinery and equipment
to be installed therein, as hereinafter set forth, all here-
inafter sometimes referred to as the "project", to be used
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as commercial facilities in accordance with the provisions
of certain Leases dated as of October 1, 1978, between the
City and the several occupants of the condominium units
established under the Condominium Declaration, namely each
K & C, Inc., a Kansas corporation with its principal place
of business at Salina, Kansas, Rakin Land & Cattle Company,
a general partnership with its principal place of business
at Salina, Kansas, MarketAide, a general partnership with
its principal place of business at Salina, Kansas, Kennedy,
Berkley, Simpson and Yarnevich, Chartered, a Kansas profes-
sional corporation with its principal place of business at
Salina, Kansas, and Hampton, Royce, Engleman & Nelson, a
general partnership with its principal place of business at
Salina, Kansas, hereinafter referred to as "Leases", said
Leases being authorized by Section 16 of this Ordinance.
The cost of the project shall not exceed the sum of
$990,000.00 to the City.
SECTION 2. That for the purpose of acquiring, recon-
structing, repairing, enlarging, remodeling and improving
the project to be leased to certain occupants of the Condo-
minium Units, there shall be issued and hereby are autho-
rized and directed to be issued nine separate series of
bonds identified as Series A through Series I, respectively,
to be known as United Building of Salina Industrial Revenue
Bonds of 1978, of the City of Salina, Kansas, with each such
series of bonds to be in the principal amount of $110,000.00
and with all such series of bonds to be in the aggregate
principal amount of $990,000.00, hereinafter sometimes
referred to as "bonds" or "revenue bonds". Each series of
the bonds and interest thereon shall be paid solely and only
from the money and revenues received from the fees charged
and rentals received for the use of the condominium units
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applicable to such series of bonds and not from any other
fund or source except as otherwise specifically set forth
herein. The City hereby pledges the project and the net
earnings from each such condominium unit to the payment of
the series of bonds applicable thereto and the interest
thereon, so that payment of each such series of bonds is
secured by the condominium unit applicable thereto, subject
to the Condominium Declaration. The condominium unit
applicable to each series of bonds is determined by
reference to the office spaces defined in the Condominium
Declaration, as follows:
Condominium
Applicable
Principal Amount
Unit
Bond Series
of Bonds
Office
Space
2
Series
A
$110,000.00
Office
Space
3
Series
B
$110,000.00
Office
Space
4
Series
C
$110,000.00
Office
Space
5
Series
D
$110,000.00
Office
Space
6
Series
E
$110,000.00
Office
Space
7
Series
F
$110,000.00
Office
Space
8
Series
G
$110,000.00
Office
Space
9
Series
H
$110,000.00
Office
Space
10
Series
I
$110,000.00
Aggregate Principal
Amount
of all
Series
of Bonds
$9901000.00
References herein to a condominium unit shall be deemed to
be the office space of such unit as defined in the Condo-
minium Declaration including the interest of such condo-
minium unit in the common areas described therein.
SECTION 3. The Salina, Kansas, United Building of
Salina Revenue Bonds of 1978, of the City of Salina, Kansas,
shall consist of nine separate series of bonds, identified
as Series A through Series I, respectively, with each series
to consist of twenty-two bonds, numbered from one to twenty-
two, inclusive. Each of the bonds shall be in the denomi-
nation of $5,000.00. All of the bonds shall be dated as of
October 1, 1978, shall be identified by series, shall be
separately numbered by series and shall become due serially
as follows:
Each Series Principal
Bond Numbers Amount Maturity
Bond No. 1 $5,000.00 April 1, 1979
Bond No. 2 $5,000.00 October 1, 1979
Bond No. 3 $5,000.00 April 1, 1980
Bond No. 4 $5,000.00 October 1, 1980
Bond No. 5 $5,000.00 April 1, 1981
Bond No. 6 $5,000.00 October 1, 1981
Bond No. 7 $5,000.00 April 1, 1982
Bond No. 8 $5,000.00 October 1, 1982
Bond No. 9 $5,000.00 April 1, 1983
Bond No. 10 $5,000.00 October 1, 1983
Bond No. 11 $5,000.00 April 1, 1984
Bond No. 12 $5,000.00 October 1, 1984
Bond No. 13 $5,000.00 April 1, 1985
Bond No. 14 $5,000.00 October 1, 1985
Bond No. 15 $5,000.00 April 1, 1986
Bond No. 16 $5,000.00 October 1, 1986
Bond No. 17 $5,000.00 April 1, 1987
Bond No. 18 $5,000.00 October 1, 1987
Bond No. 19 $5,000.00 April 1, 1988
Bond No. 20 $5,000.00 October 1, 1988
Bond No. 21 $5,000.00 April 1, 1989
Bond No. 22 $5,000.00 October 1, 1989
The bonds of Series A, B, C, D, F, H and I shall bear
interest at the rate of 61,27. per annum from October 1, 1978,
until fully paid; and the bonds of Series E and G shall bear
interest on Bond Nos. 1 to 11, inclusive, at the rate of 51-2%
per annum, and shall bear interest on Bond Nos. 12 to 22,
inclusive, at the rate of 61,2% per annum, from October 1,
1978, until fully paid; with accrued interest payable
April 1, 1979, and thereafter semi-annually on April 1st and
October 1st of each year.
The bonds and the interest coupons to be attached
thereto as hereinafter provided shall be payable in lawful
money of the United States of America at the main office of
The Planters State Bank and Trust Company, in the City of
Salina, Kansas, hereinafter sometimes referred to as the
"Paying Agent".
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Each series of bonds shall be subject to redemption and
payment in numerical order, as herein set forth, from money
available for such purpose, on the stated maturity date for
such bond, or on any interest payment date thereafter, at
the par value thereof, plus accrued interest thereon to the
stated maturity date for such bond.
Each series of bonds shall be subject to redemption and
prepayment without any prepayment premium or penalty prior
to the stated maturity date for such bond, on any interest
payment date, as herein set forth, in numerical order. Any
series of bonds or any part thereof may be prepaid as herein
set forth without a comparable prepayment for any other
series of bonds issued hereunder. Notice of a redemption of
any bond of any series of bonds provided for or permitted by
this Ordinance at any time other than the stated maturity
date specified for such bond shall be given in the name of
the City by the Fiscal Agent or the applicable Lessee by
certified or registered United States Mail or by delivery in
person to the Paying Agent herein designated, such notice to
be mailed or delivered in person at least 20 days prior to
the date fixed for such prior redemption and prepayment and
specify the number of each bond to be redeemed and prepaid.
Interest shall cease on each bond so called for prior
redemption and prepayment as of the redemption date,
provided funds are available to prepay the same and accrued
interest thereon according to their terms on the redemption
date. Upon receipt of any such written notice, the Paying
Agent shall give written notice of such prior redemption and
prepayment to the holder or holders of the series of bonds
so redeemed and prepaid as shown on the list of bondholders
to be maintained in accordance with Section 8 and shall give
a similar written notice to the person presenting any coupon
SECTION 4. Each of the series of bonds and each of the
bonds shall be executed for and on behalf of the City by the
facsimile signature of its Mayor and attested by the
facsimile signature of the City Clerk on the face of each
bond, with the seal of the City affixed. Interest coupons
shall be attached to each series of bonds representing the
interest to mature thereon on or before the maturity date of
such bond, and the interest coupons shall bear the facsimile
signatures of the Mayor and City Clerk of the City. Each of
the series of bonds and each of the bonds shall be regis-
tered in the office of the City Clerk of said City, which
registration shall be evidenced by a certificate on the
reverse side thereof bearing the manual signature of the
City Clerk of the City.
SECTION 5. Each of the bonds of each series and
interest coupons and certificates attached thereto shall be
in substantially the following form:
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detached from such bond for payment if the bond is not
tendered for redemption and prepayment with such coupon.
The Paying Agent shall be under no further obligation to
give notice of such redemption and prepayment hereunder.
Any bond (and the coupons for such bond) which is called for
prior redemption and prepayment as herein set forth shall
cease to bear interest and shall not be deemed to be out-
standing hereunder from and after the applicable redemption
date or the date the funds for full payment thereof are
deposited with the Paying Agent, whichever of said dates is
later. As used herein, the applicable Lessee shall be the
Lessee designated in Section 16 of this Ordinance for the
condominium unit to which a series of bonds is applicable as
set forth in Section 2 of this Ordinance.
SECTION 4. Each of the series of bonds and each of the
bonds shall be executed for and on behalf of the City by the
facsimile signature of its Mayor and attested by the
facsimile signature of the City Clerk on the face of each
bond, with the seal of the City affixed. Interest coupons
shall be attached to each series of bonds representing the
interest to mature thereon on or before the maturity date of
such bond, and the interest coupons shall bear the facsimile
signatures of the Mayor and City Clerk of the City. Each of
the series of bonds and each of the bonds shall be regis-
tered in the office of the City Clerk of said City, which
registration shall be evidenced by a certificate on the
reverse side thereof bearing the manual signature of the
City Clerk of the City.
SECTION 5. Each of the bonds of each series and
interest coupons and certificates attached thereto shall be
in substantially the following form:
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Series
No.
UNITED STATES OF AMERICA
STATE OF KANSAS
COUNTY OF SALINE
CITY OF SALINA
SALINA, KANSAS UNITED BUILDING OF SALINA
INDUSTRIAL REVENUE BOND OF 1978
Series
$5,000.00
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 to the bearer, solely and
only from the revenues hereinafter specified, the sum of
FIVE THOUSAND DOLLARS
in lawful money of the United States of America, on or
before April 1, 1989, together with interest thereon at the
rate of % per annum, from October 1, 1978 until fully
paid (likewise payable out of the revenues hereinafter
specified), with interest payable on April 1, 1979, and
thereafter semi-annually on April lst and October lst of
each year after the date hereof until 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 is payable at the main office of The
Planters State Bank and Trust Company, in the City of
Salina, Kansas (hereinafter sometimes referred to as the
"Paying Agent").
THIS BOND is one of an authorized issue of nine
separate series of bonds of like date and tenor, except as
to the stated series thereof, interest rate, maturity date
and number, with each such series in the aggregate principal
amount of $110,000.00, numbered from 1 to 22, inclusive,
each in the denomination of $5,000.00, and with all nine
separate series of bonds, identified as Series A through
Series I, respectively, in the aggregate principal amount of
$990,000.00, authorized by Ordinance of said City, issued
for the purpose of providing funds to acquire the condo-
minium units and the real estate, improvements and common
areas applicable thereto, as described in Section 1 of said
Ordinance, to reconstruct, repair, enlarge, remodel and
improve such condominium units and to purchase and install
machinery and equipment therein, all to be used as commer-
cial facilities (hereinafter sometimes referred to as the
"project") to be leased to certain occupants of the United
Building of Salina, 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 12-1749a, and all amendments thereof and
acts supplemental thereto, and all other provisions of the
laws of the State of Kansas applicable thereto, and in
accordance with Leases dated as of October 1, 1978, between
the City of Salina, Kansas and such occupants (hereinafter
sometimes referred to as the "Leases").
This bond does not constitute a debt of the City within
the meaning of any constitutional or statutory limitation.
This bond and all interest thereon shall be payable by the
City of Salina, Kansas, solely and only from the money and
revenue received from the fees charged and rental received
for the use of the condominium unit applicable to the series
of bonds of which this bond is a part and not from any other
fund or source (except to the extent paid from bond proceeds
or income from the temporary investment thereof and, under
certain circumstances, from condemnation awards, insurance
proceeds or proceeds from the sale or other disposition of
all or any part of the project). Pursuant to the provisions
of the applicable statutes, the governing body of the City
has pledged a certain condominium unit as a separate project
and the net earnings therefrom to the payment of the series
of bonds of which this bond is one and the interest thereon,
subject to a certain Condominium Agreement, dated as of
January 1, 1978, between United Building of Salina, Inc. and
certain occupants of the building which constitutes a part
of the project. Reference is hereby made to said Ordinance
and the Leases for a description of the condominium unit
applicable to the series of bonds of which this bond is one,
the covenants of the City with respect to the collection,
segregation and application of the revenues derived from the
applicable condominium unit and the related project, the
nature and extent of the security for the bonds, the rights,
duties and obligations of the City and of the Fiscal Agent
with respect thereto, and the rights of the holders hereof.
Each of the bonds of the series of which this bond is
one may be called for redemption and payment prior to
maturity in the manner specified in the Ordinance of the
City authorizing the issuance of the bonds, on April 1,
1979, or any interest payment date thereafter, at the face
amount thereof and interest accrued to the date specified
for such redemption.
Notice of the intention of the City to redeem and pay
any of the bonds of the series of bonds of which this bond
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1
is one, at any time other than the time such bonds are to be
paid and redeemed from the funds to be deposited in the
Principal and Income Account maintained for such series
pursuant to any of the redemption provisions aforesaid,
specifying the numbers of the bonds to be redeemed and paid,
shall be given by certified or registered United States Mail
or by delivery in person to the Paying Agent herein named,
not less than twenty days prior to the date fixed for such
redemption and payment, in accordance with Section 3 of said
Ordinance. No notice of redemption and payment is necessary
with respect to any bonds paid on the maturity date speci-
fied for such bond in Section 3 of said Ordinance.
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 issued as of the lst day of
October, 1978.
Attest:
(facsimile)
City Clerk
Mayor
facsimile
STATE OF KANSAS )
) ss
COUNTY OF SALINE )
The undersigned, the City Clerk of the City of Salina,
Kansas, hereby certifies that the within Bond, 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
19
City Clerk
(FORM OF COUPON)
Series
Coupon No.
Unless previously called for prior
redemption and payment thereof duly
made or provided for, on the first day
of , 19 , the City of Salina,
Kansas, will pay bearer, solely and
only from the money and revenue
received from the fees charged and
rental received for the use of the
project described in the bond to which
the coupon is attached, and not from
April 1, 19
October 1, 19
City of Salina,
Kansas
United Building
of Salina
any other fund or source, [amount of )
Industrial
interest payable by the coupon] in ) Revenue Bond
of 1978
lawful money of the United States of )
America, at the main office of ) Series
The Planters State Bank
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and Trust Company, in the City of
Salina, Kansas, being six months'
interest on its Salina, Kansas, United
Building of Salina Industrial
Revenue Bond of 1978, dated October 1,
1978, Series
Series
Coupon No.
(facsimile)
Mayor
Attest:
(facsimile)
City Clerk
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The interest rate to be specified in Bonds numbered 1
to 22, inclusive, for Series A, B, C, D, F, H and I, and the
interest rate to be specified in Bonds numbered 12 to 22,
inclusive, for Series E and G shall be 612%, and the amount
of interest evidenced by each coupon attached thereto shall
be the sum of $162.50; and the interest rate to be specified
in Bonds numbered 1 to 11, inclusive, for Series E and G
shall be 512% and the amount of interest evidenced by each
coupon attached thereto shall be the sum of $137.50. Each
bond of each series shall have attached thereto only such
coupons as will become due and payable on or before the
maturity date specified for such bond in Section 3 hereof,
notwithstanding the later maturity date which may be desig-
nated in said bond, and all subsequent coupons shall be
detached prior to the issuance and delivery of the bond to
the purchaser thereof.
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SECTION 6. The Mayor and City Clerk are hereby autho-
rized and directed to prepare and execute in the manner
hereinbefore specified each series of the Salina, Kansas,
United Building of Salina Industrial Revenue Bonds of 1978
herein authorized and to sell and deliver each series of
said bonds to the buyer or buyers thereof, and to pay the
proceeds from the sale thereof to the Fiscal Agent herein-
after designated to be deposited in the United Building of
Salina Construction Fund (Construction Fund) and disbursed
by the Fiscal Agent for the purposes set forth in Article
III and Article IV of the Leases dated as of October 1,
1978, for the acquisition of the condominium units and the
real estate and common areas applicable thereto as set forth
in Section 1 of this Ordinance, the reconstruction, repair,
enlargement, remodeling and improvement of the condominium
units and the acquisition and installation of machinery and
equipment therein as fully set forth in the Leases dated as
of October 1, 1978. Any funds not required for said
purposes shall be deposited by the Fiscal Agent in the
Principal and Interest Account referred to in Section 7 of
this Ordinance for each series of bonds upon completion of
the project as set forth in the Leases and as set forth
herein.
SECTION 7. There is hereby authorized and ordered to
be established in the hands of the Fiscal Agent separate
sinking funds for each series of bonds to be designated as
the "City of Salina, Kansas, Principal and Interest Account
for United Building of Salina Industrial Revenue Bonds of
1978, dated October 1, 1978, Series " (hereinafter
referred to as "Principal and Interest Account"). In addi-
tion, there is hereby authorized and ordered to be estab-
lished in the hands of the Fiscal Agent separate accounts
for each series of bonds to be designated as "City of
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SECTION 8. The City covenants and agrees that from and
after the delivery of the revenue bonds herein authorized
and so long as the bonds of a series shall remain
outstanding the City will maintain the Principal and
Interest Account and the Revenue Account referred to in
Section 7 for such series. To the extent that such informa-
tion shall be made known to the City under the terms of this
Section 8 of this Ordinance, it will keep on file at the
principal office of the Fiscal Agent a list of names and
addresses of the last known holders of all of the bonds of
each series issued hereunder and believed to be held by each
of such last known holders. The holder of any bond of any
series may request that his name and address be placed on
the list for such series of bonds by filing a written
request with the Fiscal Agent, which request shall include a
statement of the principal amount, the series and the number
of the bonds held by such holder. The City and the Fiscal
Agent shall be under no responsibility with regard to the
accuracy of any such list. At reasonable times and under
reasonable regulations established by the Fiscal Agent, the
list for each series of bonds may be inspected and copied by
the holders of 25% or more in principal amount of the bonds
of such series then outstanding, or their representatives,
or by the Lessee designated in the Lease applicable to such
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Salina, Kansas,
Revenue Account
for United Building of
Salina Industrial
Revenue Bonds of 1978, dated October 1,
1978, Series
If (hereinafter
referred to as "Revenue
Account"'. Each
such Principal and Interest Account and
each such Revenue
Account shall be
identified by the letter
of the series of
bonds applicable
thereto as set forth in
Section 3 hereof.
SECTION 8. The City covenants and agrees that from and
after the delivery of the revenue bonds herein authorized
and so long as the bonds of a series shall remain
outstanding the City will maintain the Principal and
Interest Account and the Revenue Account referred to in
Section 7 for such series. To the extent that such informa-
tion shall be made known to the City under the terms of this
Section 8 of this Ordinance, it will keep on file at the
principal office of the Fiscal Agent a list of names and
addresses of the last known holders of all of the bonds of
each series issued hereunder and believed to be held by each
of such last known holders. The holder of any bond of any
series may request that his name and address be placed on
the list for such series of bonds by filing a written
request with the Fiscal Agent, which request shall include a
statement of the principal amount, the series and the number
of the bonds held by such holder. The City and the Fiscal
Agent shall be under no responsibility with regard to the
accuracy of any such list. At reasonable times and under
reasonable regulations established by the Fiscal Agent, the
list for each series of bonds may be inspected and copied by
the holders of 25% or more in principal amount of the bonds
of such series then outstanding, or their representatives,
or by the Lessee designated in the Lease applicable to such
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series as set forth in Section 16, or such Lessee's repre-
sentatives, with any such ownership or authority of any
designated representative to be evidenced to the satisfac-
tion of the Fiscal Agent.
SECTION 9. So long as any of the bonds of any series
herein authorized remain outstanding and unpaid, the City
shall deposit in the Principal and Interest Account of the
Fiscal Agent for such series all payments of rents received
under the Lease from the Lessee of the condominium unit
applicable to such series of bonds as defined in Section 2
and Section 16 of this Ordinance, semi-annually, on the 1st
day of April and the lst day of October of each year,
amounts as may be necessary to pay the principal of the
bonds which are due on such payment date, as set forth in
Article II of the Leases dated as of October 1, 1978, and as
set forth in Section 3 of this Ordinance. All amounts
credited to and deposited in the Principal and Interest
Account for each series of bonds shall be expended and used
for the sole purpose of paying the principal and interest of
such series of bonds as the same become due.
SECTION 10. So long as any of the bonds of any series
herein authorized remain outstanding and unpaid, the City
shall deposit in the Revenue Account of the Fiscal Agent for
such series all amounts received under the Lease from the
Lessee of the condominium unit applicable to such series
of bonds as set forth in Section 2 and Section 16 of this
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commencing April
1, 1979,
the amount of the basic rent
payable under the
terms of
the Lease dated as of
October 1,
1978, applicable
to such
condominium unit, in
an amount
equal to (a) the
interest
due on the applicable
series of
bonds on such interest payment date, and (b) such
additional
amounts as may be necessary to pay the principal of the
bonds which are due on such payment date, as set forth in
Article II of the Leases dated as of October 1, 1978, and as
set forth in Section 3 of this Ordinance. All amounts
credited to and deposited in the Principal and Interest
Account for each series of bonds shall be expended and used
for the sole purpose of paying the principal and interest of
such series of bonds as the same become due.
SECTION 10. So long as any of the bonds of any series
herein authorized remain outstanding and unpaid, the City
shall deposit in the Revenue Account of the Fiscal Agent for
such series all amounts received under the Lease from the
Lessee of the condominium unit applicable to such series
of bonds as set forth in Section 2 and Section 16 of this
- 16 -
It
Ordinance, from time to time as required, and upon demand of
the Fiscal Agent, such amount or amounts of money as may be
necessary to pay when due the fees, taxes, insurance
premiums and other costs and expenses required to be paid as
additional rent under the provisions of Article II of the
Lease dated as of October 1, 1978, for the condominium unit
which is applicable to such series of bonds. The Fiscal
Agent shall make disbursements from funds deposited with it
in the Construction Fund to the extent thereof or from funds
deposited with it in the Revenue Account for the payment of
any expenses incurred by the City in connection with the
issuance and sale of the bonds, including but not limited to
underwriting expenses, legal fees, expenses of counsel and
publication expenses, which expenses shall be paid by the
Fiscal Agent as directed by the City or the project manager
specified in the Leases dated as of October 1, 1978, and for
the payment of all fees, charges and expenses of the Fiscal
Agent or the Paying Agent, and for the payment of taxes,
assessments, insurance premiums and the like required to be
paid from funds received under the Leases dated as of
October 1, 1978, as additional rent under the provisions of
Article II thereof. All disbursements from the Construction
Fund shall be deemed to be equally disbursed for the account
of each series of bonds authorized and issued hereunder.
All costs and expenses incurred in connection with the
issuance and sale of the bonds shall be charged equally
against the Revenue Accounts to be maintained for each
series of bonds. All other costs and expenses shall be
allocated to the Revenue Account of each separate series of
bonds in such manner as the Fiscal Agent may determine is
necessary in order for such cost or expense to be born by
the condominium unit and Lease to which such cost or expense
relates. If at any time the Fiscal Agent determines that
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there are more than sufficient funds in the Revenue Account
for any series to pay the fees, taxes, premiums and other
expenses applicable to such series of bonds for the succeed-
ing six months, the amount of such excess may be paid to the
Lessee of the Lease dated as of October 1, 1978, which is
applicable to such series of bonds, provided that such
excess shall not be paid to such Lessee if at such time the
Principal and Interest Account for such series of bonds is
insufficient to fully pay the interest and principal of the
bonds to become due on such series of bonds on the next
succeeding payment date in accordance with Section 9 of this
Ordinance.
payment thereof, and when the bonds of such series become
subject to redemption as herein set forth, the City, the
Fiscal Agent or the applicable Lessee shall proceed to give
notice of such redemption in the manner herein specified, if
such notice is required hereunder, and the Fiscal Agent, as
Paying Agent, shall use moneys in said account for said
purposes. After full payment of any series of bonds and
interest thereon, any balance in the Principal and Interest
Account for such series of bonds shall be returned to the
Lessee of the condominium unit to which such series of bonds
is applicable.
SECTION 12. Subject to the provisions of Section 22 of
this Ordinance, money credited to and deposited in the
Construction Fund and moneys credited to and deposited in
SECTION 11. When money accumulated
in the Principal
and Interest Account of a
series of bonds shall
aggregate an
amount sufficient to pay
the principal of
any bond of such
series then outstanding,
and all interest
accrued on such
series of bonds to the
next succeeding
date fixed for
payment thereof, and when the bonds of such series become
subject to redemption as herein set forth, the City, the
Fiscal Agent or the applicable Lessee shall proceed to give
notice of such redemption in the manner herein specified, if
such notice is required hereunder, and the Fiscal Agent, as
Paying Agent, shall use moneys in said account for said
purposes. After full payment of any series of bonds and
interest thereon, any balance in the Principal and Interest
Account for such series of bonds shall be returned to the
Lessee of the condominium unit to which such series of bonds
is applicable.
SECTION 12. Subject to the provisions of Section 22 of
this Ordinance, money credited to and deposited in the
Construction Fund and moneys credited to and deposited in
each of the Principal and Interest Accounts may be invested
by the Fiscal Agent in savings accounts and certificates of
deposit of the Fiscal Agent or others or in direct obliga-
tions of the United States Government becoming due not later
than the date funds in the Construction Fund are to be
disbursed or not later than ten days prior to the next
interest payment date with respect to funds in any such
Principal and Interest Account. No investment shall be made
hereunder for a longer period of time than the Fiscal Agent
determines is reasonably necessary or required for the
purpose for which they are intended. All interest on any
bonds or other investments held in the Construction Fund or
in any Principal and Interest Account shall accrue to and
become a part of such respective fund or account.
SECTION 13. So long as any of the principal of and
interest on a series of bonds herein authorized remain
outstanding and unpaid, the City covenants with each of the
purchasers and owners of such series of bonds as follows:
(a) The City will comply fully with all the terms,
provisions and conditions of the Lease for the condominium
unit applicable to such series of bonds to the extent it
requires performance by or imposes duties on the City and it
will not permit any default to occur on the part of the
City; that it will fully and promptly enforce, and permit
the Fiscal Agent to enforce on its behalf and on behalf of
the holders of such series of bonds, all of the terms,
provisions and conditions
of the
Lease of the
condominium
unit to which such series
of bonds
is applicable;
and in the
event of the occurrence of a default as defined in such
Lease, then it will exercise, and permit the Fiscal Agent to
exercise on its behalf and on behalf of the holders of the
- 19 -
(b) The City will enforce, and will permit the Fiscal
Agent to enforce on its behalf and on behalf of the holders
of each series of bonds, collection of the rental payments
and other charges in the amounts and at the times set forth
in the applicable Leases dated as of October 1, 1978, and
will not reduce or cause or permit to be reduced the rental
payments and other charges fixed, established and required
by each of the Leases nor change or alter the time or times
when the same are due and payable under the applicable
Leases. The obligation of the City to pay the expenses of
such enforcement shall be limited to funds made available to
it for that purpose by the bondholders or other interested
parties.
- 20 -
bonds of the series to which such Lease is applicable, all
rights and remedies conferred by the Lease for the full and
complete protection of the security and the rights of the
holders of the bonds of such series, and, to the extent
permitted by the applicable Lease, will use its best efforts
to procure a new tenant or tenants for such condominium unit
that is in default under the provisions of the applicable
Lease which will provide funds sufficient in amount to make
the rental payments and other charges which the defaulting
Lessee is required to make under the Lease dated as of
October 1, 1978. If the City is unable to procure a new
tenant who will enter into such a lease or sublease, the
City shall transfer and convey the applicable condominium
unit to the holders of the bonds of such series of bonds
which are in default, without any right of redemption, in
the same proportions that such series of bonds are then
owned and held by them, and the City shall be under no
further obligation hereunder.
(b) The City will enforce, and will permit the Fiscal
Agent to enforce on its behalf and on behalf of the holders
of each series of bonds, collection of the rental payments
and other charges in the amounts and at the times set forth
in the applicable Leases dated as of October 1, 1978, and
will not reduce or cause or permit to be reduced the rental
payments and other charges fixed, established and required
by each of the Leases nor change or alter the time or times
when the same are due and payable under the applicable
Leases. The obligation of the City to pay the expenses of
such enforcement shall be limited to funds made available to
it for that purpose by the bondholders or other interested
parties.
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(c) Until payment of all of the bonds of each series
and interest thereon has been duly made or provided for, the
City will not consent to any change, amendment, modification
or termination of the Lease covering the office space which
is applicable to such series of bonds, except as provided
therein, which will in any manner adversely affect the
rights, remedies, security or interest of the holders of the
bonds of such series.
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(d) Any purchase price of the leased property received
by the City pursuant to the termination of any Lease, any
proceeds of condemnation awards, any insurance proceeds and
any other funds received by the City and intended for the
payment of the bonds of any series and the interest thereon
will be used solely and exclusively to pay the bonds of such
series and the interest thereon according to their terms or
to redeem and pay any of the bonds of such series then
outstanding and unpaid and then subject to redemption and
payment. Upon receipt of any such funds, if the bonds of
the series to which such funds relate are then subject to
redemption and payment, the City shall proceed promptly to
call the bonds of such series for redemption and payment
according to their terms and shall cause notice thereof to
be given as required in this Ordinance. Such funds shall be
deposited in the Principal and Interest Account maintained
by the Fiscal Agent for such series of bonds, and the same
shall be used solely for the payment of the bonds of such
series, accrued interest thereon and the charges of the
Fiscal Agent for paying the same, and after full payment of
such amounts, the balance of such funds, if any, be
shall
allocated and credited to the Revenue Account maintained for
such series of bonds.
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(e) The City will not issue any other obligations
payable from payments to be made pursuant to the Leases
described in Section 16 hereof or any sublease thereof, 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 the respective Leases
nor will it sell or otherwise dispose of the project or any
part thereof, unless required by law or required by the
terms of the applicable Lease.
(f) The City will use the proceeds of each series of
bonds as soon as practicable and with all reasonable
dispatch for the purposes for which such series of bonds are
issued as hereinbefore set forth. Said proceeds shall not
be invested in any securities or obligations except for the
temporary period pending such use and said proceeds will not
be used directly or indirectly so as to cause all or any
part of such series of bonds to be or become "arbitrage
bonds" within the meaning of Section 103(c) of the Internal
Revenue Code of 1954, as amended. The City further cove-
nants that the proceeds of each series of bonds will not be
used to acquire securities or obligations (other than
obligations described in Section 103(a)(1) of the Internal
Revenue Code of 1954, as amended] that will produce a yield
higher than the yield of the bonds of such series herein
authorized unless a regulation of the Treasury Department of
the United States, ruling by the Internal Revenue Service of
the United States or a decision of a Court of ultimate
jurisdiction holds the acquisition of securities or obliga-
tions producing a yield higher than the bonds of such series
will not cause the bonds to be arbitrage bonds as defined in
said Section 103(c) of the Internal Revenue Code of 1954, as
amended.
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SECTION 14. The provisions of each series of bonds
authorized by this Ordinance and provisions of this
Ordinance may be modified or amended at any time by the City
with the written consent of the holders of not less than
seventy-five per cent (75%) in aggregate principal amount of
the bonds of such series at the time outstanding; provided,
that no such modification or amendment shall permit or be
construed as permitting: (a) the extension of the maturity
of the principal of any of the bonds of such series issued
hereunder, or the extension of the maturity of any interest
on any bonds of such series issued hereunder; (b) the reduc-
tion in the principal amount of any bonds of such series or
the rate of interest thereon, or (c) the reduction in the
aggregate principal amount of such series of bonds, the
consent of the holders of all of such series of bonds then
outstanding being required for any such amendment or
modification. Any provision of any series 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 of such series then outstanding. Every amend-
ment or modification of a provision of any series 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 supple-
menting 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 series of bonds any
reference to any such amendment or modification. A certi-
fied copy of every such amendatory or supplemental
ordinance, and a certified copy of this Ordinance shall
always be kept on file in the office of the City Clerk and
the Fiscal Agent and shall be made available for inspection
by the holder or prospective purchaser or holder of any bond
- 23 -
1
[J
1
authorized by this Ordinance, and upon payment of the
reasonable cost of preparing the same, a certified copy of
any such amendatory or supplemental ordinance or of this
Ordinance will be sent by the City Clerk or the Fiscal Agent
to any such bondholder or prospective bondholder.
SECTION 15. The provisions of this Ordinance shall
constitute a contract between the City of Salina, Kansas,
and the holders of each series of the revenue bonds herein
authorized, and the holder of any one or more of said bonds
may sue, in any action, in mandamus, injuction, or other
proceedings, either at law or in equity, to enforce or
compel performance of all duties and obligations required by
this Ordinance to be done or performed by the City. Nothing
contained in this Ordinance shall, however, be construed to
impose on the City any duty or obligation to levy any taxes
either to meet any obligation contained herein or to pay the
principal of or interest on any series of the revenue bonds
of the City herein authorized.
SECTION 16. The condominium units described in Section
2 hereof shall be leased to certain occupants under and
pursuant to certain Leases dated as of October 1, 1978,
substantially in the form attached hereto and made a part
hereof and marked Exhibits "A" through "I", inclusive, each
of which Leases the Mayor and City Clerk are hereby autho-
rized and directed to execute for and on behalf of and as
the act and deed of the City. The occupants and Lessees of
the several condominium units are as follows:
Condominium
Units
Office Spaces
2, 3 and 4
Occupant and Lessee
K & C, Inc., a Kansas corporation
with its principal place of
business at Salina, Kansas
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Office Space Rakin Land & Cattle Company,
5 a partnership with its principal
place of business at Salina,
Kansas
Office Spaces MarketAide, a partnership with
6 and 8 its principal place of business
at Salina, Kansas
Office Space Kennedy, Berkley, Simpson and
7 Yarnevich, Chartered, a Kansas
professional corporation with
its principal place of business
at Salina, Kansas
Office Spaces Hampton, Royce, Engleman &
9 and 10 Nelson, a partnership with its
principal place of business at
Salina, Kansas
Each of said Leases and the series of bonds applicable to
each of said Leases are subject to the terms of the Condo-
minium Declaration. References herein to an occupant or
Lessee shall be deemed to include the occupant or Lessee
named herein and its successors or assigns.
SECTION 17. The City hereby designates The Planters
State Bank and Trust Company, a Kansas banking corporation
with its principal place of business in the City of Salina,
Kansas, as the City's fiscal agent, herein referred to as
the "Fiscal Agent". Prior to receipt of the proceeds from
the issuance of the bonds as herein set forth, the Fiscal
Agent shall file with the City Clerk its written acceptance
of the duties specified in this Ordinance and each of the
Leases and its agreement to act in said capacity. The
duties and responsibilities of the Fiscal Agent shall be
limited to those expressly set forth in this Ordinance and
- 25 -
under the several Leases. All
resolutions, opinions,
certificates and other instruments
referred
to or provided
for herein or in the Leases may be accepted
by the Fiscal
Agent as conclusive evidence of
the facts,
opinions and
conclusions stated therein and
shall be
full warrant,
protection and authority to the Fiscal Agent
for any action
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reasonably taken pursuant thereto. The Fiscal Agent shall
be under a duty to examine any such resolution, opinion,
certificate or other instrument to determine whether or not
it conforms to the requirements of this Ordinance and the
Leases. The Fiscal Agent shall not be liable with respect
to any action taken or omitted to be taken by it in good
faith and, if appropriate, upon advice of counsel who may be
counsel for the Fiscal Agent or the City or any Lessee under
days nor more than ninety days after the date of delivery of
such written statement, whereupon the City with the consent
of the Lessees shall immediately, in writing, designate a
successor fiscal agent. Such successor fiscal agent shall
be a bank, trust company or national banking association
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the terms of any one or more of the Leases. The Fiscal
Agent shall not be liable for any error of judgment made in
good faith unless it shall be established that the Fiscal
Agent was negligent in ascertaining the pertinent facts.
Nothing herein shall be construed to relieve the Fiscal
Agent from liability for its own negligent action, its own
negligent failure to act or its willful misconduct. The
Fiscal Agent shall have the right to buy, sell, own, deal or
trade in any series of the bonds or the coupons relating
thereto for its own account or for the account of others
without giving notice thereof to the City or any bondholder
or the Lessee to which such series of bonds is applicable
and without incurring any liability whatsoever with respect
thereto; and the Fiscal Agent shall have the right to loan
money to the City or any bondholder or any Lessee upon such
terms and conditions as it deems advisable, without
incurring any liability whatsoever with respect thereto on
account of its acting as Fiscal Agent hereunder. The Fiscal
Agent may resign by an instrument in writing delivered to
the City and the Lessees to take effect not less than thirty
days nor more than ninety days after the date of delivery of
such written statement, whereupon the City with the consent
of the Lessees shall immediately, in writing, designate a
successor fiscal agent. Such successor fiscal agent shall
be a bank, trust company or national banking association
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which has capital stock and surplus aggregating at least
that of the Fiscal Agent at the time of its designation
hereunder. Such successor fiscal agent shall be subject to
the same duties and obligations and shall have the same
rights, privileges and immunities specified in this Ordi-
nance and in each of the Leases for the Fiscal Agent. Any
such successor fiscal agent shall file an acceptance in the
form referred to herein with the City Clerk within ten days
of its appointment. The Fiscal Agent shall be entitled to
payment or reimbursement for reasonable fees for its
ordinary services and all advances, counsel fees and other
ordinary expenses reasonably and necessarily made or
incurred by it in connection with its ordinary services, all
such fees and expenses to be paid by the Lessees under the
Leases as additional rent as specified in Article II of each
of said Leases.
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SECTION 18. The City of Salina, Kansas, shall have the
right, if it shall find it desirable, to refund any series
of the revenue bonds herein authorized then subject to
redemption or becoming due hereunder or under the provisions
of any law then available. Said bonds or any part thereof
may be refunded and the refunding bonds so issued shall
enjoy complete equality of pledge with the applicable series
of bonds issued hereunder, which are not refunded, if any
there be, upon the revenues of the portion of the project
applicable to such series of bonds, provided, however, that
if only a portion of the bonds of any series herein autho-
rized shall be refunded and if said bonds are refunded in
such manner that the refunding bonds bear a higher rate of
interest or become due on a date earlier than that of any of
the bonds of such series issued hereunder which are not
refunded, then the bonds of such series may be refunded only
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1
1
by and with the written consent of the holders of seventy-
five per cent (75%) of the bonds of such series herein
authorized which are not refunded.
SECTION 19.
If any one or more of the covenants,
agreements or provisions of this Ordinance or of any of the
Leases dated as of October 1, 1978, should be held contrary
to any express provisions of law or contrary to the policy
of express law, though not expressly prohibited, or against
public policy, or shall for any reason whatsoever be held
invalid, then such covenants, agreements or provisions shall
be null and void and shall be deemed separate from the
remaining covenants, agreements or provisions, and shall in
no way affect the validity of the other provisions of this
Ordinance or of the bonds or coupons issued hereunder or of
the Leases.
SECTION 20.
The bonds are being issued under the
condition that the Leases provide for a payment in lieu of
taxes which will be equal to the taxes imposed were the
property not exempt from taxation under the provisions of
K.S.A. 79-201a.
SECTION 21. Upon receipt by the City of the purchase
price for a condominium unit subject to a Lease, then title
to such condominium unit shall be transferred and conveyed
to the Lessee designated in such Lease or its successors and
assigns, as provided in the applicable Lease, and the Mayor,
the City Clerk and other appropriate officers of the City
are hereby authorized and directed to execute such deeds,
bills of sale and other instruments as may be necessary to
effect such conveyance and transfer.
EW -111M
I . .
SECTION 22. The City hereby certifies that, on the
basis of the facts, estimates and circumstances in existence
on the date hereof, it is not expected that the proceeds of
the issue of any series of the Salina, Kansas, United
Building of Salina Industrial Revenue Bonds of 1978, will be
used in a manner which would cause such obligations to be
"arbitrage bonds" within the meaning of Section 103(c) of
the Internal Revenue Code of 1954, as amended, and the Mayor
and City Clerk are hereby authorized and directed to execute
an Arbitrage Certificate which shall set forth the facts,
estimates and circumstances in brief and summary terms, and
state that to the best of their knowledge and belief there
are no other facts, estimates or circumstances that would
materially change such expectation. The Mayor and City
Clerk shall furnish such Arbitrage Certificate to the Lessee
of each condominium unit, the Fiscal Agent and the holder of
any series of the bonds authorized herein.
SECTION 23. The bonds are issued on the condition that
the purchasers of each series of the bonds have or shall
prior to the issuance thereof represent and certify that:
(a) The bonds to be acquired by the purchaser are
acquired for investment purposes only and not for resale or
further distribution and such bonds shall not be offered for
resale in a public offering without obtaining the prior
written consent of the Lessee to which such series of bonds
is applicable or an opinion of counsel acceptable to such
Lessee. At the time of the execution and delivery of each
bond, the purchaser thereof shall certify that it has no
present intention, agreement or arrangement for distribu-
tion, transfer, assignment, resale or division of its
interest in such bond in a manner inconsistent with the
provisions hereof.
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(b) All materials and information requested by the
purchaser or its counsel or others representing its inter-
ests, including any information requested to verify any such
information furnished, has been furnished and there has been
direct communication between the Lessee of the condominium
unit to which such series of bonds is applicable and its
representatives on the one hand and the purchaser of such
bond and its representatives and advisers on the other hand
in connection with all of the information furnished here-
under and otherwise requested and the terms of the acquisi-
tion of the bond from the City as set forth herein. There
has been made available to the satisfaction of the purchaser
and its advisers adequate opportunity to ask questions of
and receive answers from the Lessee of the condominium unit
to which such series of bonds relates, and its officers and
employees and representatives thereof concerning the terms
and conditions of such series of bonds to obtain all addi-
tional information desired or necessary to verify the
accuracy of the information furnished.
(c) The City shall be released from any requirement,
duty, obligation or committment, express or implied, to
furnish the purchaser or any subsequent holder of the bond
of any series any financial information concerning the
Lessee of the condominium unit to which such series of bonds
is applicable or to investigate and furnish such purchaser
or any subsequent holder with any information concerning the
financial status of such Lessee. Each purchaser shall
represent
that it
is
relying
upon
its
own resources and
expertise
to obtain
and
evaluate
all
such
information.
SECTION 24. The officials of the City and the attor-
neys, engineers and other agents or employees of the City
- 30 -
A
are hereby authorized to do all acts and things required of
them by this Ordinance and the Leases for the full, punctual
and complete performance of all of the terms, covenants and
agreements contained in the bonds, the Leases and this
Ordinance.
SECTION 25. This Ordinance shall take effect and be in
force from and after its passage and publication in the
official City paper.
PASSED by the Governing Body of the �ity of Salina,
Kansas, this day of ,%1978.
Jack '
Attest:
D. L. Harrison, City Clerk
APPROVED by the Mayor this
1978.
Jack
Attest:
-z�—
D. L. Harrison, City Clerk
- 31 -
ei.sger, r, Mayor
_ day of ,
fF
isg er, Mayor