8680 IRB KASA IndustrialaHd—ed in Jalt auro .JOLT-w4i Cn Lbeccmt-,er ZI , HI&
ORDINANCE NO. 8680
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.
WHEREAS, pursuant to the provisions of K.S.A. 12-1740
to K.S.A. 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 indus-
trial revenue bonds of the City in the principal amount of
$280,000.00 be authorized and issued, for the purpose of
providing funds to purchase the real estate hereinafter
- 1 -
AN ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS
TO PURCHASE AND ACQUIRE THE REAL ESTATE HEREINAFTER
DESCRIBED, TO RECONSTRUCT, REPAIR, ENLARGE, REMODEL
AND IMPROVE THE BUILDING AND IMPROVEMENTS LOCATED
ON A PORTION OF SAID REAL ESTATE, TO CONSTRUCT AN
ADDITIONAL BUILDING AND IMPROVEMENTS ON A PORTION OF
SAID REAL ESTATE AND TO PURCHASE CERTAIN MACHINERY
AND EQUIPMENT, ALL TO BE USED FOR INDUSTRIAL AND
MANUFACTURING FACILITIES AND TO BE LEASED TO KASA
INDUSTRIAL CONTROLS, INC.; AUTHORIZING AND DIRECTING
THE ISSUANCE OF $280,000.00 PRINCIPAL AMOUNT OF SALINA,
KANSAS, KASA INDUSTRIAL CONTROLS, INC. INDUSTRIAL
REVENUE BONDS OF 1978, OF SAID CITY FOR THE PURPOSE OF
PROVIDING FUNDS FOR THE PURCHASE OF SAID REAL
ESTATE, THE RECONSTRUCTION, REPAIR, ENLARGEMENT,
REMODELING AND IMPROVEMENT OF THE BUILDING AND
IMPROVEMENTS LOCATED ON A PORTION OF SAID REAL ESTATE,
THE CONSTRUCTION OF AN ADDITIONAL BUILDING AND
IMPROVEMENTS ON A PORTION OF SAID REAL ESTATE AND THE
PURCHASE OF MACHINERY AND EQUIPMENT TO BE USED FOR
INDUSTRIAL AND MANUFACTURING FACILITIES TO BE LEASED
TO KASA INDUSTRIAL CONTROLS, INC.; AND PRESCRIBING THE
FORM AND AUTHORIZING THE EXECUTION OF A LEASE BY AND
BETWEEN SAID CITY AND KASA INDUSTRIAL CONTROLS, INC.
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.
WHEREAS, pursuant to the provisions of K.S.A. 12-1740
to K.S.A. 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 indus-
trial revenue bonds of the City in the principal amount of
$280,000.00 be authorized and issued, for the purpose of
providing funds to purchase the real estate hereinafter
- 1 -
described, to reconstruct, repair, enlarge, remodel and
improve the building and improvements located on a portion
of said real estate, to construct an additional building and
improvements on a portion of said real estate and to
purchase certain machinery and equipment, all to be used as
an industrial and manufacturing facility to be leased to
KASA Industrial Controls, Inc., a Kansas corporation,
hereinafter sometimes referred to as "Company", the proceeds
of said bonds to be used for said purposes in conjunction
with funds otherwise made available for said purposes.
NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF
THE CITY OF SALINA, KANSAS:
SECTION 1. That the City of Salina, Kansas, is hereby
authorized to purchase the real estate described on Exhibit
"A", attached hereto and by reference made a part hereof, to
reconstruct, repair, enlarge, remodel and improve the
building and improvements located on said real estate, to
construct an additional building and improvements on a
portion of said real estate and to purchase certain
machinery and equipment as hereinafter set forth, herein-
after sometimes referred to as the "project", to be used as
an industrial and manufacturing facility in accordance with
the provisions of a Lease dated as of October 1, 1978,
between the City and KASA Industrial Controls, Inc., herein-
after sometimes referred to as "Lease", said Lease being
authorized by Section 16 of this Ordinance. The cost of the
project shall not exceed the sum of $280,000.00 to the City.
SECTION 2. That for the purpose of purchasing,
acquiring, reconstructing and constructing the project to be
leased to KASA Industrial Controls, Inc., there shall be
- 2 -
SECTION 3. The Salina, Kansas, KASA Industrial
Controls, Inc. Industrial Revenue Bonds of 1978, of the City
of Salina, Kansas, shall consist of 56 bonds, numbered from
1 to 56, inclusive. Each of the bonds shall be in the
denomination of $5,000.00. All of the bonds shall be dated
as of October 1, 1978, shall be numbered, shall bear
interest at the rates and shall become due serially as
follows:
issued and hereby are authorized and directed to be issued a
Aggregate
series of Salina, Kansas, KASA Industrial Controls, Inc.
Industrial Revenue Bonds of 1978, of the City of Salina,
Bond
Kansas, in the aggregate principal amount of $280,000.00,
Interest
hereinafter sometimes referred to as "bonds" or "revenue
bonds". The bonds and interest thereon shall be paid solely
Amount
and only from the money and revenues received from the fees
Maturity
charged and rentals received for the use of the project and
1
not from any other fund or source. The City hereby pledges
$ 5,000.00
the project and the net earnings therefrom to the payment of
April 1,
the bonds and the interest thereon, so that payment thereof
2 -
is secured by a first lien on the project (consisting of a
$10,000.00
single parcel of real estate upon which commercial buildings
October
will be located and related equipment).
SECTION 3. The Salina, Kansas, KASA Industrial
Controls, Inc. Industrial Revenue Bonds of 1978, of the City
of Salina, Kansas, shall consist of 56 bonds, numbered from
1 to 56, inclusive. Each of the bonds shall be in the
denomination of $5,000.00. All of the bonds shall be dated
as of October 1, 1978, shall be numbered, shall bear
interest at the rates and shall become due serially as
follows:
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Aggregate
Bond
Principal
Interest
Numbers
Amount
Rate
Maturity
1
$ 5,000.00
71,2%
April 1,
1979
2 -
3
$10,000.00
712%
October
1, 1979
4
$ 5,000.00
7%2%
April 1,
1980
5 -
6
$10,000.00
October
1, 1980
7
$ 5,000.00
1
71,,%
April 1,
1981
8 -
9
$10,000.00
71,27.
October
1, 1981
10
$ 5,000.00
72%
April 1,
1982
11 -
12
$10,000.00
71,2%
October
1, 1982
13 -
14
$10,000.00
72%
April 1,
1983
15 -
16
$10,000.00
7%2%
October
1, 1983
17 -
18
$10,000.00
8%
April 1,
1984
19 -
20
$10,000.00
8%
October
1, 1984
- 3 -
21
- 22
$10,000.00
8%
April 1,
1985
23
- 24
$10,000.00
8%
October
1, 1985
25
- 26
$10,000.00
8%
April 1,
1986
27
- 28
$10,000.00
8%
October
1, 1986
29
- 30
$10,000.00
8%
April 1,
1987
31
- 32
$10,000.00
8%
October
1, 1987
33
- 34
$10,000.00
8%
April 1,
1988
35
37
- 36
- 38
$10,000.00
$10,000.00
8%
84%
October
April 1,
1, 1988
1989
39
- 40
$10,000.00
814%
October
1, 1989
41
- 42
$10,000.00
814%
April 1,
1990
43
- 44
$10,000.00
8140
October
1, 1990
45
- 46
$10,000.00
814%
April 1,
1991
47 -
48
$10,000.00
814%
October
1, 1991
49 -
50
$10,000.00
84%
April 1,
1992
51 -
52
$10,000.00
84%
October
1, 1992
53 -
54
$10,000.00
814%
April 1,
1993
55 -
56
$10,000.00
84%
October
1, 1993
The bonds shall bear interest at the rate specified herein
from October 1, 1978 until fully paid, with interest payable
April 1, 1979, and thereafter semi-annually on April 1st and
October 1st of each year.
The 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.
The 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. Notice of a redemption of any
bond 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 Lessee by certified or registered United States Mail
or by delivery in person to the Paying Agent herein desig-
nated, such notice to be mailed or delivered in person at
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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 outstanding 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.
least 20 days prior to the date fixed for such prior redemp-
attached
tion and prepayment and specify the number of each bond to
thereto as hereinafter provided shall
be redeemed and prepaid. Interest shall cease on each bond
so called for prior redemption and prepayment as of the
at The First
redemption date, provided funds are available to prepay the
same and accrued interest thereon according to their terms
the City of
on the redemption date. Upon receipt of any such written
notice, the Paying Agent shall give written notice of such
the "Paying
prior redemption and prepayment to the holder or holders of
the 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 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 or 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 outstanding 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.
SECTION 4. The 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 signa-
ture of the City Clerk on the face of each bond, with the
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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 First
National
Bank and Trust Company of Salina, in
the City of
Salina,
Kansas, herein sometimes referred to as
the "Paying
Agent".
SECTION 4. The 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 signa-
ture of the City Clerk on the face of each bond, with the
- 5 -
1
1
seal of the City affixed. Interest coupons shall be
attached to the 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 said City. Said bonds and each of
them shall be registered 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.
SECTION S. Each of the bonds and interest coupons and
the certificates attached thereto shall be in substantially
the following form:
No.
$5,000.00
UNITED STATES OF AMERICA
STATE OF KANSAS
COUNTY OF SALINE
CITY OF SALINA
SALINA, KANSAS, KASA INDUSTRIAL CONTROLS, INC.
INDUSTRIAL REVENUE BOND OF 1978
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
- 6 -
in lawful money of the United States of America, on
October 1, 1993, together with interest thereon at the rate
of % per annum from October 1, 1978 until fully paid
(likewise payable out of the revenues hereinafter speci-
fied), with interest payable April 1, 1979, and thereafter
semi-annually on April 1st and October 1st 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 being payable at The First National Bank and Trust
Company of Salina, in the City of Salina, Kansas, (herein-
after sometimes referred to as the "Fiscal Agent" or the
"Paying Agent").
- 7 -
THIS BOND is one of an authorized issue of 56 bonds of
like date and tenor, except as to interest rate, maturity
date and number, in the aggregate principal amount of
$280,000.00, numbered from 1 to 56, inclusive, each in the
denomination of $5,000.00, authorized by ordinance of said
City, issued for the purpose of providing funds to purchase
and acquire the real estate described in Section 1 of said
Ordinance, to reconstruct, repair, enlarge, remodel and
improve the building and improvements located on a portion
of said real estate, to construct an additional building and
improvements on a portion of said real estate and to
purchase certain machinery and equipment to be used as an
industrial and manufacturing project (hereinafter sometimes
referred to as the "project") to be leased to KASA
Industrial Controls, Inc., a Kansas corporation authorized
to do business in the State of Kansas, by the authority of
and in conformity with the provisions, restrictions and
- 7 -
limitations of the Constitution and Statutes of the State of
Kansas, including K.S.A. 12-1740 to K.S.A. 12-1749a, and all
amendments thereof and acts supplemental thereto, and all
other provisions of the laws of the State of Kansas appli-
cable thereto, and in accordance with a Lease dated as of
October 1, 1978, between the City of Salina, Kansas and KASA
Industrial Controls, Inc. (hereinafter sometimes referred to
as the "Lease").
This bond does not constitute a debt of the City within
the meaning of any constitutional or statutory limitation.
This bond and all interest thereon shall be payable by the
City of Salina, Kansas, solely and only from the money and
revenue received from the fees charged and rental received
for the use of the project and not from any other fund or
source. Pursuant to the provisions of said statute, the
governing body of the City does hereby pledge the project
and the net earnings therefrom to the payment of the bonds
of which this bond is a part and the interest thereon.
Reference is hereby made to the Lease for a description of
the covenants of the City with respect to the collection,
segregation and application of the revenues derived from the
project, the nature and extent of the security for the
bonds, the rights, duties and obligations of the City and of
the Fiscal Agent with respect thereto, and the rights of the
holders thereof.
=:=
Each of the bonds of the issue 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
par
value thereof and accrued interest
to date of redemption.
=:=
redemption and payment is necessary with respect to any bond
paid on the maturity date specified 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
Notice of the intention of the City to redeem and pay
body, has caused
any of the bonds at any time other than the time such bonds
be signed
are to be paid and redeemed from the funds to be deposited
in the Principal and Income Account in the time and manner
signature of its Mayor and
specified in Section 9 of the Ordinance providing for the
by the
issuance of the bonds, pursuant to any of the redemption
facsimile
provisions aforesaid, specifying the numbers of the bonds to
City Clerk,
be redeemed and paid, shall be given by certified or regis-
tered United States Mail or by delivery in person to the
and the interest coupons
Paying Agent herein named not less than twenty days prior to
the date fixed for such redemption and payment, in accor-
to be signed with
and this bond to
dance with Section 3 of said Ordinance. No notice of
redemption and payment is necessary with respect to any bond
paid on the maturity date specified 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
facsimile
Attest: Mayor
(facsimile)
City Clerk
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- 9 -
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
officers,
to be signed with
and this bond to
the facsimile
be issued as
signatures
of the lst
of said
day of
October 1978.
facsimile
Attest: Mayor
(facsimile)
City Clerk
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- 9 -
(FORM OF COUPON)
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
any other fund or source, [amount of
interest payable by the coupon] 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 six
months' interest on its Salina, Kansas,
KASA Industrial Controls, Inc.
Industrial Revenue Bond of 1978,
dated October 1, 1978.
No. I
Attest:
(facsimile)
City Clerk
(facsimile)
Mayor
- 10 -
April 1, 19
October 1, 19
City of Salina,
Kansas
Salina, Kansas,
KASA Industrial
Controls, Inc.
Industrial
Revenue Bond
of 1978
STATE OF KANSAS )
) ss
COUNTY OF SALINE )
I, the undersigned, the City Clerk of the City of
Salina, Kansas, hereby certify 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
The interest rate to be specified in Bonds numbered 1
to 16, inclusive, shall be 71,27. per annum and the amount of
interest evidenced by each coupon attached thereto, maturing
on or before October 1, 1983, shall be the sum of $187.50;
the interest rate to be specified in Bonds numbered 17 to
36, inclusive, shall be 8% and the amount of interest
evidenced by each coupon attached thereto, maturing after
October 1, 1983 and on or before October 1, 1988, shall be
the sum of $200.00; and the interest rate to be specified in
Bonds numbers 37 to 56, inclusive, shall be 84% and the
amount of interest evidenced by each coupon attached
thereto, maturing after October 1, 1988, shall be the sum of
$206.25. Each bond 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,
and all subsequent coupons shall be detached prior to the
issuance and delivery of the bond to the purchaser thereof.
=8M
SECTION 6. The Mayor and City Clerk are hereby autho-
rized and directed to prepare and execute in the manner
hereinbefore specified the Salina, Kansas, KASA Industrial
Controls, Inc. Industrial Revenue Bonds of 1978, of the City
herein authorized and to sell and deliver said bonds to The
First National Bank and Trust Company of Salina, a national
banking association with its principal place of business at
Salina, Kansas, upon full payment of the purchase price
therefore and upon compliance with Section 22 of this
Ordinance, and to pay the proceeds from the sale thereof to
the Fiscal Agent hereinafter designated to be deposited in
the KASA Industrial Controls, Inc. Construction Fund
(Construction Fund) and disbursed by the Fiscal Agent for
the purposes set forth in Article III and Article IV of the
Lease dated as of October 1, 1978, for the acquisition of
the land described in Section 1 of this Ordinance, the
reconstruction, repair, enlargement, remodeling and improve-
ment of the building and improvements located on a portion
of said real estate, the construction of an additional
building and improvements on a portion of said real estate
and the purchase of certain machinery and equipment as fully
set forth in the Lease dated as of October 1, 1978.
SECTION 7. The City hereby designates The First
National Bank and Trust Company of Salina, a national
banking association 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". There is hereby
authorized and ordered to be established in the hands of the
Fiscal Agent a sinking fund to be designated as the "City of
Salina, Kansas, Principal and Interest Account for Salina,
Kansas, KASA Industrial Controls, Inc. Industrial Revenue
Bonds of 1978, dated October 1, 1978" (hereinafter referred
- 12 -
to as "Principal and Interest Account"). In addition, there
is hereby authorized and ordered to be established in the
hands of the Fiscal Agent a separate account to be desig-
nated as "KASA Industrial Controls, Inc. Industrial Revenue
Account" (hereinafter referred to as "Revenue Account").
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 speci-
fied in this Ordinance and in the Lease 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 under the Lease.
SECTION 8. The City covenants and agrees that from and
after the delivery of the revenue bonds herein authorized
and so long as any of the bonds shall remain outstanding the
City will maintain the Principal and Interest Account and
the Revenue Account referred to in Section 7. To the extent
that such information shall be made known to the City under
the terms of this Section 8, it will keep on file at the
principal office of the Fiscal Agent the name and address of
the last known holder of all of the bonds issued hereunder
and believed to be held by such last known holder. Any
bondholder may request that his name and address be placed
on said list by filing a written request with the City or
with the Fiscal Agent, which request shall include a state-
ment of the principal amount of bonds held by such holder
and the number of such bonds. The Fiscal Agent shall be
under no responsibility with regard to the accuracy of said
list. At reasonable times and under reasonable regulations
established by the Fiscal Agent said list may be inspected
and copied by KASA Industrial Controls, Inc. or its repre-
sentatives or by the holders of 25% or more in principal
- 13 -
amount of the bonds then outstanding, or their representa-
tives, with any such ownership and the authority of any
designated representative to be evidenced to the satis-
faction of the Fiscal Agent.
SECTION 9. So long as any of the bonds herein autho-
rized remain outstanding and unpaid, the Fiscal Agent shall
deposit in the Principal and Interest Account, semi-
annually, on the 1st day of April and the 1st day of October
of each year, commencing April 1, 1979, the amount of the
basic rent payable under the terms of the Lease dated as of
October 1, 1978, in an amount equal to (a) the interest
becoming due on the bonds on the next succeeding interest
payment date and (b) such additional amounts as may be
necessary to pay the principal of the bonds when the same
become due as set forth in Article II of the Lease 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 shall be expended and used
for the sole purpose of paying the principal of and interest
on the bonds herein authorized as the same become due.
SECTION 10. So long as any of the bonds herein autho-
rized remain outstanding and unpaid, the Fiscal Agent shall
deposit in the Revenue Account all amounts received under
the Lease, dated as of October 1, 1978, 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. The
Fiscal Agent shall make disbursements from funds deposited
with it in the Construction Fund to the extent thereof or
- 14 -
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, 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 amounts received from the Company as additional
rent under the provisions of Article II of the Lease dated
as of October 1, 1978. If at any time the Fiscal Agent
determined that there are more than sufficient funds in the
Revenue Account to pay such fees, taxes, premiums and other
expenses for the succeeding six months, the amount of such
excess may be paid to the Company, provided that such excess
shall not be paid to the Company if at such time the
Principal and Interest Account is insufficient to fully pay
interest and principal to become due on the next succeeding
payment date in accordance with Section 9 of this Ordinance.
SECTION 11. When money accumulated in the Principal
and Interest Account shall aggregate an amount sufficient to
pay the principal of any of the bonds then outstanding, and
all interest accrued to the date fixed for redemption and
payment, and when the bonds become subject to redemption as
herein set forth, the Fiscal Agent 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
purpose. After full payment of the bonds and interest
thereon, any balance in the Principal and Interest Account
shall be returned to the Company.
- 15 -
SECTION 12. Subject to the provisions of Section 21 of
this Ordinance, money credited to and deposited in the
Construction Fund and moneys credited to and deposited in
the Principal and Interest Account may be invested by the
Fiscal Agent, upon instructions from the Company, in savings
accounts and certificates of deposit of the Fiscal Agent or
others or in direct obligations of the United States Govern-
ment becoming due not later than the date funds in the
Construction Fund are to be disbursed or not later than ten
days prior to the next interest payment date with respect to
funds in the Principal and Interest Account. No investment
shall be made hereunder for a longer period of time than the
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 the 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 the revenue bonds herein authorized remain
outstanding and unpaid, the City covenants with each of the
purchasers and owners of the bonds as follows:
(a) The City will comply fully with all the terms,
provisions and conditions of the Lease to the extent it
requires performance by or imposes duties on the City and it
will not permit any default to occur on the part of the
City; that it will fully and promptly enforce, and permit
the Fiscal Agent to enforce on its behalf and on behalf of
the bondholders, all of the terms, provisions and conditions
of the Lease to the extent it requires performance by or
imposes duties on the Company; and, in the event of the
occurrence of a default as defined in the Lease, that it
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will exercise, and permit the Fiscal Agent to exercise on
its behalf and on behalf of the bondholders, all rights and
remedies conferred by the Lease for the full and complete
protection of the security and the rights of the bond-
holders, 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 dated as of October 1, 1978. If the City is
unable to procure a new tenant who will enter into such a
lease, the City may, with the consent of the holders of not
less than seventy-five per cent (75%) of the bonds herein
authorized at the time outstanding, sell the project without
any right of redemption at a price which is not less than
the amount of the then outstanding revenue bonds plus
interest then unpaid. If the City is unable to sell the
project at such a price, the City shall transfer and convey
the project to the various bondholders without any right of
redemption in the same proportions that the bonds are then
owned and held by them. The obligation of the City to
enforce any provision of the Lease dated as of October 1,
1978, or of this Ordinance, shall be conditioned upon the
availability of funds for such purposes with such funds to
be provided by the bondholders or other interested parties.
(b) The City will enforce, and will permit the Fiscal
Agent to enforce on its behalf and on behalf of the bond-
holders, collection of the rental payments and other charges
in the amounts and at the times set forth in the Lease 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 the Lease nor change or
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alter the time or times when the same are due and payable
under said Lease. The City's obligation to pay the expenses
of such enforcement shall be limited to funds made available
to it for that purpose by the bondholders or other
interested parties.
(c) Until payment of all the bonds and interest
thereon has been duly made or provided for, the City will
not consent to any change, amendment, modification or termi-
nation of the Lease, except as provided therein, which will
in any manner adversely affect the rights, remedies,
security or interest of the bondholders.
(d) Any purchase price of the leased property received
by the City pursuant to the termination of the Lease, any
proceeds of condemnation awards, any insurance proceeds and
any other funds received by the City and intended for the
payment of the bonds and the interest thereon will be
promptly deposited with the Fiscal Agent and used solely and
exclusively to pay the bonds herein authorized and the
interest thereon according to their terms or to redeem and
pay any of the bonds then outstanding and unpaid and then
subject to redemption and payment. Upon receipt of any such
funds, if the bonds are then subject to redemption and
payment, the Fiscal Agent shall proceed promptly to call the
revenue bonds for redemption and payment according to their
terms and shall give notice thereof as required in this
Ordinance. Such funds shall be deposited in the Principal
and Interest Account maintained by the Fiscal Agent, and the
same shall be used solely for the payment of the revenue
bonds herein authorized, accrued interest thereon and the
charges of the Fiscal Agent for paying the same, and after
full payment of such amounts, the balance of such funds, if
any, shall be allocated and credited to the Revenue Account.
(e) The City will not issue any other obligations
payable from payments to be made by KASA Industrial
Controls, Inc. 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 the Lease nor will it sell or otherwise
dispose of the project or any part thereof, unless required
by law or required by the terms of the Lease.
(f) The City will use the proceeds of the bonds as
soon as practicable and with all reasonable dispatch for the
purposes for which such series of bonds are issued as
hereinbefore set forth. Said proceeds shall not be invested
in any securities or obligations except for the temporary
period pending such use and said proceeds will not be used
directly or indirectly so as to cause all or any part of
such series of bonds to be or become "arbitrage bonds"
within the meaning of Section 103(c) of the Internal Revenue
Code of 1954, as amended. The City further covenants that
the proceeds of the bonds will not be used to acquire
securities or obligations [other than obligations described
in Section 103(a)(1) of the Internal Revenue Code of 1954,
as amended] that will produce a yield higher than the yield
of the bonds of such series herein authorized unless a
regulation of the Treasury Department of the United States,
ruling by the Internal Revenue Service of the United States
or a decision of a Court of ultimate jurisdiction holds the
acquisition of securities or obligations producing a yield
higher than the bonds of such series will not cause the
bonds to be arbitrage bonds as defined in said Section
103(c) of the Internal Revenue Code of 1954, as amended.
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SECTION 14. The provisions of the bonds authorized by
this Ordinance and provisions of this Ordinance may be
modified or amended at any time by the City with the written
consent of the holders of not less than seventy-five per
cent (75%) in 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 extension of the maturity of the
principal of any of the bonds issued hereunder, or the
extension of the maturity of any interest on any bonds
issued hereunder; (b) the reduction in the principal amount
of any bonds or the rate of interest thereon, or (c) the
reduction in the aggregate principal amount of bonds, the
consent of all of the holders of which are required for any
such amendment or modification. Any provision of the bonds
or of this Ordinance may, however, be modified or amended in
any respect with the written consent of the holders of all
of the bonds then outstanding. Every amendment or modifica-
tion of a provision of the bonds or of this Ordinance to
which the written consent of the bondholders is given as
above provided shall be expressed in an ordinance of the
City amending or supplementing the provisions of this
Ordinance and shall be deemed to be a part of this
Ordinance. It shall not be necessary to note on any of the
outstanding bonds any reference to any such amendment or
modification. A certified copy of every such amendatory or
supplemental ordinance, and a certified copy of this Ordi-
nance shall always be kept on file in the office of the City
Clerk and shall be made available for inspection by the
holder of any bond or prospective purchaser or holder of any
bond authorized by this Ordinance, and upon payment of the
reasonable cost of preparing the same, a certified copy of
any such amendatory or supplemental ordinance or of this
�Afm
II
Ordinance will be sent by the City Clerk to any such bond-
holder or prospective bondholder.
SECTION 15. The provisions of this Ordinance shall
constitute a contract between the City of Salina, Kansas,
and the holders of the revenue bonds herein authorized, and
the holder of any one or more of said bonds may sue, in any
action, in mandamus, 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 Ordi-
nance shall, however, be construed to impose on the City any
duty or obligation to levy any taxes either to meet any
obligation contained herein or to pay the principal of or
interest on the revenue bonds of the City herein authorized.
SECTION 16. The tract of land herein referred to and
the buildings and improvements to be acquired and
constructed thereon pursuant to this Ordinance shall be
leased to KASA Industrial Controls, Inc. under and pursuant
to a Lease dated as of October 1, 1978, substantially in the
form attached hereto as Exhibit "B" and by reference made a
part hereof, which Lease the Mayor and City Clerk are hereby
authorized and directed to execute for and on behalf of and
as the act and deed of the City.
SECTION 17. The City of Salina, Kansas, shall have the
right, if it shall find it desirable, to refund any of the
revenue bonds herein authorized then subject to redemption
or becoming due under the provisions of any law then avail-
able. Said bonds or any part thereof may be refunded and
the refunding bonds so issued shall enjoy complete equality
of pledge with any of the revenue bonds issued hereunder,
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which are not refunded, if any there be, upon the revenues
of the project, provided, however, that if only a portion of
the revenue bonds herein authorized be refunded and if said
bonds are refunded in such manner that the refunding bonds
bear a higher rate of interest or become due on a date
earlier than that of any of the bonds issued hereunder which
are not refunded, then said bonds may be refunded only by
and with the written consent of the holders of seventy-five
per cent (75%) of the bonds herein authorized not refunded.
SECTION 18. If any one or more of the covenants,
agreements or provisions of this Ordinance or of the Lease
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 Lease.
SECTION 19. The property purchased or constructed with
the proceeds of the bonds authorized hereunder shall be
exempt from taxation in accordance with the provisions of
K.S.A. 79-201 Sixth for a period of ten calendar years after
1978, or until the prior redemption and payment of all of
the revenue bonds issued hereunder.
SECTION 20.
Upon receipt by the City of the purchase
price of the property subject to said Lease title to said
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II
property shall be transferred and conveyed to KASA
Industrial Controls, Inc., or its successors and assigns, as
provided in the Lease and the Mayor, the City Clerk and
other appropriate officers of the City are hereby authorized
and directed to execute such deeds, bills of sale and other
instruments as may be necessary to effect such conveyance
and transfer.
SECTION 21. The City hereby certifies that, on the
basis of the facts, estimates and circumstances in existence
on the date hereof, it is not expected that the proceeds of
the issue of the Salina, Kansas, KASA Industrial Controls,
Inc. 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 KASA Industrial Controls, Inc., the
Fiscal Agent and any of the holders of the bonds authorized
herein.
SECTION 22.
The bonds are issued on the condition that
The First National Bank and Trust Company of Salina, a
national banking association with its principal place of
business at Salina, Kansas, as the purchaser of the bonds,
prior to the issuance thereof, represents and certifies
that:
�X=
(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 City or an opinion of counsel
acceptable to the City. At the time of the execution and
delivery of each bond, the purchaser thereof shall certify
that it has no present intention, agreement or arrangement
for distribution, transfer, assignment, resale or division
of its interest in such bond in a manner inconsistent with
the provisions hereof.
(b) All materials and information requested by the
purchaser or its counsel or others representing its inter-
ests, including any information requested to verify any such
information furnished, has been furnished and there has been
direct communication between KASA Industrial Controls, Inc.
and its representatives on the one hand and the purchaser of
such bond and its representatives and advisers on the other
hand in connection with all of the information furnished
hereunder and otherwise requested and the terms of the
acquisition of the bond from the City as set forth herein.
There has been made available to the satisfaction of the
purchaser and its advisers adequate opportunity to ask
questions of and receive answers from KASA Industrial
Controls, Inc. and its officers and employees and repre-
sentatives thereof concerning the terms and conditions of
the bonds to obtain all additional information desired or
necessary to verify the accuracy of the information
furnished.
(c) The City shall be released from any requirement,
duty, obligation or committment, express or implied, to
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furnish the purchaser or any subsequent holder of any bond
issued hereunder any financial information concerning KASA
Industrial Controls, Inc. or to investigate and furnish such
purchaser or any subsequent holder with any information
concerning the financial status of KASA Industrial Controls,
Inc. Each purchaser shall represent that it is relying upon
its own resources and expertise to obtain and evaluate all
such information.
SECTION 23.
The officials of the City and the attor-
neys, engineers and other agents or employees of the City
are hereby authorized to do all acts and things required of
them by this Ordinance and the Lease for the full, punctual
and complete performance of all of the terms, covenants and
agreements contained in the bonds, the Lease and this
Ordinance.
SECTION 24. This Ordinance shall take effect and be in
force from and after its passage and publication in the
official City paper.
PASSED by the Governing Body of the City of Salina,
Kansas, this ,� day of A-1-- , 1978.
1 �
ack Weisger r, Mayor
Attest:
D. L. Harrison, City Clerk
APPROVED by the Mayor this day of zG/ ,
1978:
J j
i
Jack Weisger er, Mayor
Attest:
D. L. Harrison, City Clerk
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KASA INDUSTRIAL CONTROLS, INC.
DESCRIPTION OF REAL ESTATE
Exhibit "A"
1
The real estate to be acquired by the City of Salina,
Kansas, and to be Leased to KASA Industrial Controls, Inc.,
in accordance with the Ordinance to which this Exhibit "A"
is attached, is described as follows:
The South Half (S/2) of Lot Two (2), all of Lot
Three (3) except the East Nineteen feet (E 191) of
the North Half (N/2) thereof, and the East Fifty
feet (E 50') of Lot Four (4), all in Block Two (2)
of the South Industrial Area, being located in the
South Half of the Northwest Quarter (S/2NW/4) of
Section One (1), Township Fifteen (15) South,
Range Three (3) West of the 6th P.M., in Saline
County, Kansas, together with a perpetual non-
exclusive easement on and over the East Nineteen
feet (E 19') of the North Half (N/2) of said Lot
Three (3) for use as a roadway and for use in
connection with the construction, maintenance,
repair, removal or replacement of improvements on
the adjoining real estate, and with the right to
fill, slope or grade the land subject to such
easement from time to time to an elevation or
height not greater than that of the real estate
otherwise described herein.
r