8543 IRB Wilson & CoI
R).b-tMed in -the- � O - Jow�n� Feb2,a.R,y 14,
ORDINANCE NO. SSM OF THE CITY Of SALINA, KANSAS
INDEX
Page
ochedule 1 Description of Property
1
Recitals------------------------------------------------------
1
Section
1.
Authority to Acquire Real Property and to ConstrucL
and Purchase Facility---------------------------------
1
°•ection
2.
Authorization of and Security for the Bonds-----------
1
Section.
3.
Description and Details of the Bonds, Designation of
PayingAgent ------------------------------------------
Auction
4.
Redemption and Payment of Bonds Prior to Maturity------
2
Section
5.
Notice of Redemption----------------------------------
3
Section
6.
Method of Execution of Bonds--------------------------
3
Section
7.
Form of Bond------------------------------------------
3
Section
8.
Execution and Delivery of the Bonds, Deposit of Bo W
Proceeds, Designation of Fiscal Agent -----------------
Vction
9.
Construction Fund-------------------------------------
6
Section
10.
Principal and Interest Account------------------------
6
Section
11.
Covenant to Redeem Bonds------------------------------
6
section
12.
Investments-------------------------------------------
6
Section
13.
Particular Covenants of the City----------------------
7
Section
14.
Amendments --------------------------------------------
9
Section
15.
Enforcement--------------------------------------------
9
`action
W.
Declaration of Maturity of Bonds in the Event of
Default------------------------------------------------
9
Section
Y.
Defeasance---------------------------------------------
lU
;;ection
18.
List of Bondholders -----------------------------------
10
Section
19.
Provisions Relating to the Fiscal Agent---------------
11
Section
20.
Authorization of Lease--------------------------------
li
Section
21.
Severability-------------------------------------------
12
Section
22.
Conveyance of Facility--------------------------------
12
Section
23.
Effective Date-----------------------------------------
12
ochedule 1 Description of Property
1
h
ORDINANCE NU. 3S q5
AN ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS, TO ACQUIRE THE REAL
PROPERTY HEREINAFTER DESCRIBED AND TO CONSTRUCT AND PURCHASE BUILDINGS,
IMPROVEMENTS, MACHINERY AND EQUIPMENT TO BE LEASED TO BRUCE E. ROBERTS,
NATHAN B. BUTCHER, ROBERT L. BAIER, ROBERT P. SELM, ROBERT E. CRAWFORD,
LEWIS C. CRAWFORD, ROBERT F. SYKES, JOHN D. SMUTZ AND CRAIG A. ROBERTS,
PARTNERS, DOING BUSINESS UNDER THE FIRM NAME AND STYLE OF WILSON & COMPANY,
ENGINEERS AND ARCHITECTS ("COMPANY"), AUTHORIZING AND DIRECTING THE
ISSUANCE. OF $320,000 PRINCIPAL AMOUNT OF INDUSTRIAL REVENUE BONDS,
SERIES OF 1977, OF SAID CITY FOR THE PURPOSE OF PROVIDING FUNDS TO PAY
THE COST OF ACQUIRING THE REAL PROPERTY HEREINAFTER DESCRIBED AND TO
CONSTRUCT AND PURCHASE BUILDINGS, IMPROVEMENTS, MACHINERY AND EIJIPMENT
TO BE LEASED TO THE COMPANY, AND PRESCRIBING THE FORM AND AUTHORIZING
THE EXECUTION OF A LEASE BY AND BETWEEN SAID CITY AND THE COMPANY
WHEP,EAS, the City of Salina, Kansas, hereinafter seomtimes referred
to as the "City", desires to promote, stimulate and develop the general
economic welfare and prosperity of the City of Salina, Kansas, arid 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 12-1.749,
as amended, said City is authorized to issue industrial. revenue bonds of
the City, and it is hereby found and determined to be advisable and in
the interest and for the welfare of the City and its inhabitants that
industrial revenue bonds of the City be authorized and issued, for the
purpose of providing funds to pay the cost of acquiring real property
and to construct and purchase buildings, improvements, machinery and
equipment to be leased to Bruce E. Roberts, Nathan B. Butcher, Robert L.
Baier, Robert P. Selm, Robert E. Crawford, Lewis C. Crawford, Robert F.
Sykes, John D. Smutz and Craig A. Roberts, Partners, doing business
under the name and style of Wilson & Company, Engineers and Architects,
hereinafter referred to as the "Company"; and
WHEREAS, the City will acquire prior to or concurrently with the
issuance of the Bonds herein authorized the real property hereinafter
described;
NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF
SALINA, KANSAS:
Section 1. Authority to Acquire Real Property anu to Construct and
Purchase Facility. The City of Salina, Kansas, is hereby authorized to
acquire the real property described and set forth in Schedule 1 attach -d
hereto and made a part hereof and to construct and purchase buildings,
improvements, machinery and equipment described in said Schedule 1, said
real estate, buildings, improvements, machinery and equipment being
sometimes hereinafter described as the "Facility", in accordance with
the provisions of the Lease dated as of February 1, 1977, between said
City and the Company, hereinafter sometimes referred to as the "Lease",
said Lease being authorized by the provisions of this Ordinance (said
real property being referred to in the Lease as the "Land" and said
Land, buildings, improvements, machinery and equipment., including the
Land, also being referred to in the Lease as the Facility) all at an
amount which will not exceed the cost of $320,000 to said City.
Section 2. Authorization of and Security for the Bonds. For the
purpose of providing funds to pay the cost of acquiring the real property
dr,scribed in said Schedule 1 and to construct and purchase buildings,
.uiprovements, machinery and equipment to be leased to the Company, there
shall be issued and hereby are authorized and directed to be issued a
series of Industrial Revenue Bonds, Series of 1977, of the City of
Salina, Kansas, in the principal amount of $320,000. Said Bonds herein
authorized, hereinafter sometimes referred to as the "Bonds", and all
A
interest thereon shall be paid solely from the money and revenue received
from the fees charged and rental received for the use of the Facility
and not from any other fund or source. The City hereby pledges Lhe
Facility and the net earnings therefrom to the payment of the Bonds and
the interest thereon.
Section 3. Description and Details of the Bonds, Designation of
Paying Agent. Said Industrial Revenue Bonds, Series of 1977, of the
City of Salina, Kansas, shall consist of 10 coupon Bonds, numbered from
1 to 10, inclusive, each of said Bonds being in the denomination of
$32,000. All of said Bonds shall be dated February 1, 1977, and said
Bonds shall become due serially on February 1, in each year, and shall
bear interest from date as follows:
Maturity Annual Rate
Numbers Amount February 1 of Interest
1 $32,000 1978 K.
2 32,000 1979 5%
3 32,000 1980 5%
4 32,000 1981 5%
5 32,000 1982 5%
6 32,000 1983 5 1/4%
7 32,000 1984 5 1/4%
8 32,000 1985 5 1/4%
9 32,000 1986 5 1/4%
10 32,000 1987 5 1/4%
Said Bonds shall bear interest from date payable semi-annually on
February 1, and August 1 in each year, beginning on August 1, 1977.
Said Bonds and the interest coupons to be attached thereto >hall be
payable in lawful money of the United States of America at The Planters
State Bank and Trust Company, in the City of Salina, Kansas, which is
hereby designated as the City's paying agent for the payment of the
principal and the interest on the Bonds which bank is herein sometimes
referred to as the "Paying (Fiscal) Agent".
Section 4. Redemption and Payment of Bonds Prior to Maturity.
Said Bonds shall be subject to redemption and payment prior to the
stated maturity thereof, after the notice specified in Section 5 of this
Ordinance, as follows:
A. Each of said Bonds shall be subject to redemption and
payment at the option of the City, upon instructions from the Company,
on any interest payment date upon any of the following conditions or
events, provided all of said Bonds are redeemed and paid according to
their terms: (1) if title to, or the use for a limited period of,
substantially all of the Facility subject to said Lease be condemned by
any authority having the power of eminent domain; (2) if substantially
all of the Facility be damaged or destroyed by fire or other ca::ualty;
or (3) if as a result of changes in the Constitution of the State of
Ka-isas, or of legislative or administrative action by the State of
Kansas or any political sudivision thereof, or by the United States, or
by reason of any action instituted in any court, the Lease herein authorized
shall become void or unenforceable, or impossible of performance without
unreasonable delay, or in any other way, by reason of such change of
circumstances, unreasonable burdens or excessive liabilities are imposed
on the Company or the City. The redemption price for Bonds redeemed
pursuant to this paragraph shall be the principal amount of Bonds so
redeemed, plus accrued interest thereon to the date fixed for redemption
and payment, without premium.
- 2 -
1
Section 5. Notice of Redemption. Notice of any redemption provided
for by this Ordinance shall be given in the name of the City by the
City, the Company or the Fiscal Agent by United States registered mail
to the Paving (Fiscal) Agent herein designated, such notice to be mailed
at least thirty (30) days prior to the date fixed for redemption and
payment and to specify the numbers of the Bonds to be redeemed and paid.
Notice of any such redemption shall also be published once not lLss than
thirty (30) days prior to the date fixed for redemption in some financial
journal published and of general circulation in New York, New York.
Notice of any such redemption shall also be given by mail in the manner
hereinbefore specified to any bondholder who files his name with the
Fiscal Agent pursuant to Section 18 of this Ordinance, provided that the
failure to give any notice by mail as herein specified shall not affect
the validity of any such call for redemption. Interest shall cease on
any of said Bonds so called for redemption and payment as of the re-
demption date, provided funds are available to pay the same according to
their terms. Notice of any redemption as herein provided shall be given
upon, but only upon, written instruction from the Company, as long as
the Company is not in default in the payment of Basic Rent due under the
Lease.
Section 6. Method of Execution of Bonds. Said Bonds and each of
them shall be executed for and on behalf of the City by the facsimile
signature of its Mayor and attested by the facsimile signature of its
City Clerk, with the seal of the City affixed. Interest coupons shall
be attached to the Bonds representing the interest to mature thereon,
and said interest coupons shall bear the facsimile signatures of the
Mayor and City Clerk of said City. Said Bonds and each of them shall be
registered in the office of the City Clerk which registration shall be
evidenced by a certificate on the reverse face thereof bearing the
manual signature of the City Clerk. In the event either said Mayor or
City Clerk or both of said officers shall cease to hold such office
before the Bonds and coupons bearing their signatures shall have been
issued and delivered, said Bonds may be issued as though said officers
had not ceased to hold office and such signatures appearing on said
Bonds, coupons and registration certificates shall be valid and suffi-
cient for all purposes as if they had remained in office until such
issuance.
Section 7. Form of Bond. Each of said Bonds and interest coupons
and the certificate attached thereto shall be in substantially the
following form:
No. $32,009
UNITED STATES OF AMERICA
STATE OF KANSAS
COUNTY OF SALINE
CITY OF SALINA
INDUSTRIAL REVENUE BOND
SERIES OF 1977
KNOW ALL MEN BY THESE PRESENTS: That the City of Salina, in the County of
Saline, State of Kansas, for value received, hereby promises to pay, out
of the revenues hereinafter specified, to the bearer, the sum of THIRTY-
TWO THOUSAND DOLLARS ($32,000) in lawful money of the United States of
America, on the first day of February, and to pay interest thereon
from the date hereof at the rate of percent
( %) per annum, payable semi-annually on August 1 and February 1 in
each year after the date hereof, beginning on August 1, 1977, until the
said principal sum shall have been paid, upon presentation and surrender
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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 Planters State Bank and Trust Company, in the City of Salina, Kansas.
THIS BOND is one of an authorized series of Bonds aggregating the
principal amount of $320,000 authorized by Ordinance of said City (the
"Ordinance") for the purpose of providing funds to pay the cost of
acquiring real property and constructing and purchasing buildings,
improvements, machinery and equipment (hereinafter sometimes referred to
as the "Facility", said Facility being further identified in the Ordinance)
to be leased to Bruce E. Roberts, Nathan B. Butcher, Robert L. Baier,
Robert P. Selm, Robert E. Crawford, Lewis C. Crawford, Robert F. Sykes,
John D. Smutz and Craig A. Roberts, Partners (the "Company"), pursuant
to a Lease dated February 1, 1977 (the "Lease"), by and between said
City and said Company, by the authority of and in conformity with the
provisions, restrictions and limitations of the Constitution and statutes
of the State of Kansas, including K.S.A. 12-1740 to 12-1749, and all
amendments thereof and acts supplemental thereto, and all other provisions
of the laws of said State applicable thereto and this Bond and all
interest hereon are to be paid by said City of Salina, Kansas, solely
and only from the money and revenue received from the fees charged and
rental received for the use of the Facility under said Lease and not
from any other fund or source. Pursuant to the provisions of said
statute, the governing body of the City has pledged said Facility and
the net earnings therefrom to the payment of the series of Bonds of
which this Bond is a part and the interest thereon. Reference is hereby
made to the Ordinance and to the Lease for a description of the Facility
and the covenants of the City and the Company with respect to the payment,
collection, segregation and application of the money and revenue received
from the fees charged and rental received for the use of said Facility,
the rights, duties and obligations of the City and the Company with
respect thereto and otherwise and the rights of the holders of this
Bond.
Each of the Bonds of the series of which this Bond is one is subject
to redemption and payment prior to maturity on any interest payment date
at the option of the City upon the following conditions or events,
provided all of said Bonds are redeemed and paid according to their
terms: (1) if title to, or the use for a limited period of, substantia ly
all of the facility be condemned by any authority having the power of
eminent domain; (2) if substantially all of the Facility is damaged or
destroyed by fire or other casualty; or (3) if as a result of changes in
the Constitution of the State of Kansas or of legislative or administrative
action by the State of Kansas or any political subdivision thereof, or
by the United States, or by reason of any action instituted in any
court, the Lease shall become void or unenforceable or impossible of
performance without unreasonable delay, or in any other way by reason of
such change of circumstances, unreasonable burdens or excessive l.iabili.r.ies
are imposed on the Company or the City. The redemption price for Bonds
redeemed pursuant to this paragraph shall be the principal amount of
Bonds so redeemed, plus accrued interest thereon to and including the
date fixed for redemption and payment, without premium.
Notice of the City's intention to redeem and pay said Bonds pursuant
to any of the redemption provisions aforesaid, specifying the numbers of
the Bonds to be redeemed and paid, shall be given by United States
registered mail to the Paying (Fiscal) Agent, being The Planters State
Bank and Trust Company, Salina, Kansas, not less than thirty (30) days
prior to the date fixed for redemption and payment. Notice of any such
redemption shall also be published once not less than thirty (30) days
prior to the date fixed for redemption in some financial journal published
and of general circulation in New York, New York.
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II
AND IT IS HEREBY DECLARED AND :'ERTIFIED that all acts, conditions
and things required to be done and to exist precedent to and in the
issuance of this Bond have been properly done and performed and do exist
in due and regular form and manner as required by the Constitution and
laws of the State of Kansas.
IN WITNESS WHEREOF, the City of Salina, Kansas, by its governing
body, has caused this Bond to be signed by the facsimile signature of
its Mayor and attested by the facsimile signature of its City Clerk, and
its corporate seal to be hereto affixed and the interest coupons hereto
attached to be signed with the facsimile signatures of said officers,
and this Bond to be dated this first day of February, 1977.
(facsimile)
Mayor
ATTEST:
(facsimile)
City Clerk
Coupon No.
(FORM OF COUPON)
All Coupons for 6 Months due
August 1 and February 1
Bonds 1-5 $800
6-10 $840
On the day of , 19 , unless the Bond to
which this coupon is attached be called for redemption and )
payment duly made or provided for, the City of Salina, ) ------------------
Kansas, will pay bearer, solely from the money and revenue )
received from the fees charged and rental received for the ?) City of Salina, Kansa
use of the Facility described in the Bond to which this )
coupon is attached, and not from any other fund or source, ) Industrial Revenue
the amount shown hereon, in lawful money of the United ) Bond
States of America, at The Planters State Bank and Trust )
Company, in the City of Salina, Kansas, being interest due ) Series of 1977
on its Industrial Revenue Bond, Series of 1977, dated )
February 1, 1977, No. ) $
(Facsimile) )
Mayor 1
ATTEST: )
(facsimile) )
City Clerk )
STATE OF KANSAS )
) SS.
COUNTY OF SALINE )
I, the undersigned, City Clerk of the City of Salina, Kansas,
hereby certify that the within Industrial Revenue Bond, Series of 1977,
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
1977. --
City Clerk
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a
Section 8. Execution and Deliver of the Bonds, Deposit of Bond
Proceeds, Designation of Fiscal Agent. The Mayor and City Clerk are
hereby authorized and directed to prepare and execute, in the manner
hereinbefore specified, the Bonds herein authorized, and to deliver said
Bonds to The Planters State Bank and Trust Company, in the City of
Salina, Kansas, the purchaser thereof, on payment of the purchase price.
The proceeds of said Bonds shall be deposited with The Planters State
Bank and Trust Company, in the City of Salina, Kansas, hereby designated
as the City's Fiscal Agent and herein referred to as the "Fiscal Agent",
the rights and duties of said Fiscal Agent being further specified in
Section 19 of this Ordinance.
Section 9. Construction Fund. There is hereby authorized and
ordered to be established in the hands of the Fiscal Agent a separate
fund or account designated as "City of Salina, Kansas, Wilson & Company
Construction Fund", hereinafter referred to as the "Construction Fund".
The Fiscal Agent shall, first, promptly pay from the proceeds of the
sale of said Bonds into the Principal and Interest Account for Industrial
Revenue Bonds, Series of 1977, dated February 1, 1977, hereinafter
created, the amount of any accrued interest and premium, if any, received
from such sale. The balance of the proceeds of the sale of said Bonds
shall be deposited in said Construction Fund. Said Construction Fund
shall be used for the purpose of providing funds to pay the cost of
acquiring real property and to construct buildings, improvements,
machinery and equipment to be leased to the Company, as provided in said
Lease. Any moneys not required for said purpose shall, when the Facility
is complete as provided in the Lease, be deposited by the Fiscal Agent
in said Principal and Interest Account.
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Section 10. Principal and Interest Account. There is hereby
authorized and ordered to be established in the hands of the Fiscal
Agent a separate account to be known as the "City of Salina, Kansas,
Principal and Interest Account for Industrial Revenue Bonds, Series of
1.977, dated February 1, 1977," hereinafter referred to as the "Principal
and Interest Account". The City covenants and agrees that from and
after the delivery of any of the Revenue Bonds herein authorized and
continuing so long as any of said Bonds shall remain outstanding, said
City will maintain said Account with the Fiscal Agent. All payments or
basic Rent and Additional Rent due under said Lease between the City and
the Company intended to pay the principal of and interest on the Bond:
shall be applied and allocated by the Fiscal Agent to said Principal and
Interest Account. All amounts credited to and deposited in said Principal
and Interest Account shall be used by the Fiscal Agent and forwarded to
the Paying (Fiscal) Agent for the sole purpose of paying the principal
of and interest on the Revenue Bonds herein authorized as and when the
same become due or are called for redemption and payment. Any balance
remaining in said Principal and Interest Account, including interest
earned on deposits made into said Account as prepayments of rent due
under Article II of said Lease, shall, when said Bonds have been paid,
or payment provided for, be paid to the Company.
Section 11. Covenant to Redeem Bonds. When moneys accumulated in
said Principal and Interest Account shall aggregate an amount sufficient
to pay the principal of all of the Bonds then outstanding, and all
interest accrued to date fixed for redemption and payment, and when said
Bonds become subject to redemption, said City shall, upon receipt of
instructions from the Company, proceed to cause notice to be given of
such redemption in the manner herein specified, and said Fiscal Agent
shall use such funds for said purpose.
Section 12. Investments. Moneys allocated and credited to and
deposited in the Principal and Interest Account in any amount in excess
of the amount necessary to pay the amount of principal and interest next
becoming due shall be invested by the Fiscal Agent, upon instructions
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from the Company, in direct or indirect obligations of the United States
Government, or agencies thereof (inclusive of but not limited to situations
in which the Federal Deposit Insurance Corporation guarantees the print.pal
of the investment), becoming due not later than the due date of the next-
principal
extprincipal and interest payment. No investment shall be made pursuant to
this Section for a period longer than the time the Fiscal Agent shall
determine that said funds are not required for the purpose for which
they are intended. All interest on investments held in the Construction
Fund shall be deposited in the Principal and Interest Account. Interest
in investments in any other fund or account shall accrue to and become a
part of such fund or account so invested.
Section 13. Particular Covenants of the City. So long as any of
the principal of and interest on the Bonds herein authorized remain
outstanding and unpaid, or until provisions are made for the payment
thereof, the City covenants with each of the holders and owners of said
Bonds as follows:
(A) The City will use the proceeds of the series of Bonds
herein authorized as soon as practicable and with all reasonable dispatch
for the purpose for which said Bonds are issued as hereinbefore set
forth. Said proceeds will not be invested in any securities or obliga-
tions except for the temporary period pending such use and said proceeds
will not be used directly or indirectly so as to cause all or any part
of the Bonds herein authorized to be or become "Arbitrage Bonds" within
the meaning of Section 103(d) of the Internal Revenue Code of 1954, as
amended. The City further covenants that the proceeds of the series of
Bonds herein authorized will not be used to acquire securities or obligations
that will produce a yield higher than the yield of the Bonds herein
authorized unless a statute, regulation of the Treasury Department of
the United States, ruling by the Internal Service of the United States
or a decision by a court of ultimate jurisdiction holds that an acquisition
of securities or obligations producing a yield higher than said Bonds
will not cause said Bonds to be Arbitrage Bonds as defined in said
Subsection (d).
(B) The City will comply fully with all the terms, provisions
and conditions of the Lease which require performance by, or impose
duties on, the City and that it will not permit any default to occur on
the part of the City; that it will fully and promptly enforce all of the
terms, provisions and conditions of the Lease which require performance
by, or impose duties on, the Company and in the event of the occurrence
of a default, as defined in the Lease, will exercise all rights and
remedies conferred by the Lease for the full and complete protection of
the security and rights of the bondholders and, to the extent permitted
by the Lease, will use its best efforts to procure a new tenant or
tenants for the leased property under lease provisions which will pro-
vide funds sufficient in amount to make the rental payments and other
charges which the Company is required to make under the Lease. If the
City is unable to procure a new tenant who will enter into such a lease,
the CiLy may, with the consent of the holders of not less than sixty-six
and two-thirds percent (66 2/3%) of the Bonds herein authorized at the
time outstanding, sell the Facility leased at a price not less than the
amount of the then outstanding Bonds plus interest then unpaid.
- 7 -
(C) The City will enforce collection of the rental
payment
and
a.ithorized
other charges in the amounts and at the time set forth in
hereby and will not reduce or cause or permit to be
the Lease
reduced
the
rental payments and other charges fixed, established and
required by
the
Lease nor change or alter the time or times when the same
are due
and
payable under the Lease. The City's obligation to pay the
expenses
of
such enforcement shall be limited to funds made available
to it for
that
purpose by the holders of the Bonds or other interested
parties.
- 7 -
(D) Until payment of all the Bonds and interest thereon has
been duly made or provided for, the City will not consent to any change,
amendment, modification or termination of said Lease, except as provided
therein, which will in any manner affect adversely the rights, remedies
or interest of the bondholder, nor will it consent to any merger, con-
solidation, dissolution or liquidation by the Company, except to the
extent provided in the Lease.
(E) Any purchase price of the leased property, any proceeds
of condemnation awards or insurance proceeds, any of which are received
by the City pursuant to the termination of the Lease, or any other funds
intended for, the purpose of paying the Bonds will be used solely and
exclusively to pay the Bonds herein authorized and the interest thereon
according to their terms or to redeem and pay any of the Bonds then
outstanding and unpaid then subject to redemption and payment. Upon
receipt of any such funds, and as soon as the Bonds are subject to
redemption and payment, the City shall proceed promptly to call the
Bonds for redemption and payment according to their terms and shall give
notice, or cause notice to be given thereof, as provided for by the
terms of this Ordinance. Such funds shall be deposited with the Fiscal
Agent, and the same shall be used solely for the payment of the Bonds
herein authorized, accrued interest thereon, and the charges of the
Paying Agent and the Fiscal Agent for paying the same.
(F) The City will not issue any other obligations payable
from payments by the Company, pursuant to the Lease, nor voluntarily
create or cause to be created any debt, lien, pledge, assignment, en-
cumbrance, or any other charge on said payments or on the property
subject to said Lease nor will it, unless required by law or by the
terms of said Lease, sell or otherwise dispose of the Facility or any
part thereof; provided, however, that said City may issue from time to
time additional industrial revenue bonds for the purpose of completing
the construction or acquisition thereof on the land herein referred to,
provided the following terms and conditions are met:
(i) The City shall have entered into a lease or agreement
with the Company with rentals or payments at least sufficient to pay the
principal of and interest on said additional bonds as the same become
due.
(ii) The Company is not in default in the payment of
rent due under the Lease.
(iii) The issuance of said additional bonds shall not
affect the exemption from Federal income taxation of the interest on the
Bonds herein authorized.
In the event of the issuance of any such additional bonds the
City may pledge the Facility and the net earnings therefrom to the
payment of such additional bonds and the interest thereon, provided the
City also pledges the additional construction, fixtures and equipment
and the net earnings therefrom, constructed or purchased out of the
proceeds of such additional bonds, to the payment of the Bonds herein
authorized and the interest thereon.
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(G) The City will cause the Company to
keep constantly in-
sured all.
buildings and improvements from time to
time constituting a
part of the property and premises leased to the Company
in the manner
provided
for by the Lease herein authorized. The
City's share of the
proceeds
of any such insurance policies shall be
payable to and deposited
with the
Fiscal Agent as Insurance Trustee. Any
of the proceeds of such
policies
shall be used and applied in the manner
set forth in said
Lease.
- 8 -
(H) The City will cause the Fiscal Agent to maintain adequate
The Lease herein authorized may be amended by the City and the
Company as provided therein, except as to rent or certain other matters
which may be made only with the consent of a specified percentage of the
holders of the then outstanding Bonds.
Section 15. Enforcement. The provisions of this Ordinanc: shall
constitute a contract between the City and the holders of the Bonds
herein authorized, and the holder of any one or more of said Bonds may
sue to recover interest or principal which has not been paid according
to the terms of said Bonds. The holders of twenty-five percent (25%) of
the principal amount of Bonds then outstanding may sue in any action, in
mandamus, injunction or other proceedings, whether at law or in equity,
to enforce or compel performance of all duties and obligations required
by this Ordinance to be done or performed by said City or by said Company.
Nothing contained in this Ordinance shall, however, be construed to
impose on said City any duty or obligation to levy any taxes either to
meet any obligation contained herein or to pay the principal of or
interest on the Bonds of the City herein authorized.
Section 16. Declaration of Maturity of Bonds in the Event of
Default. In the event the principal of or interest on the Bonds herein
authorized is not paid according to the terms thereof either on maturity
- 9 -
records and accounts relating to the Facility, separate and apart from
all other records or accounts of the City or the Fiscal Agent, and such
records and accounts shall be maintained in accordance with generally
accepted principles of accounting and shall include complete details of
all financial transactions related to the Bonds authorized herein and
the leased facilities. Such records and accounts shall be specifically
designed and maintained to show whether or not the provisions of this
Ordinance and the Lease referred to herein are being complied with.
Such books and records shall be available for inspection by the agents
of the Company or any of the holders of the Bonds authorized herein
during the regular business hours of the City or the Fiscal Agent.
Section 14. Amendments. The provisions of the Bonds authorized by
this Ordinance and the provisions of this Ordinance may be modified or
amended at any time by the City with the written consent of the holders
of not less than sixty-six and two-thirds percent (66 2/3%) in aggregate
principal amount of the Bonds herein authorized at the time outstanding,
provided that no such modification or amendment shall permit or be
construed as permitting: (a) the modification of any duties or res-
ponsibilities of the Fiscal Agent unless it consents thereto, (b) the
extension of the maturity of the principal of any of the Bonds issued
hereunder, or the extension of the maturity of the interest on any Bonds
issued hereunder, (c) a reduction in the principal amount of any Bonds
or the rate of interest thereon, or (d) a reduction in the aggregate
principal amount of Bonds, the consent of the holder of which is required
for any such amendment or modification. Any provision of the Bonds or
of this Ordinance may, however, be modified or amended in any respect
with the written consent of the holders of all of the Bonds then outstanding.
Amendments to this Ordinance which correct omissions or ambiguities or
which add to the security of the bondholders may be made by the City
when agreed to by the Company. Every amendment or modification of a
provision of the Bonds or of this Ordinance to which the written consent
of the bondholders is given as above provided shall be expressed in an
ordinance of the City amending or supplementing the provisions of this
Ordinance and shall be deemed to be a part of this Ordinance. It shall
not be necessary to note on any of the outstanding Bonds any reference
to such amendment or modification, if any. Upon payment of the reason-
able cost of preparing the same, a certified copy of every such amendatory
or supplemental ordinance, if any, and a certified copy of this Ordinance
will be sent by the City Clerk to any such bondholder or prospective
bondholder requesting the same.
The Lease herein authorized may be amended by the City and the
Company as provided therein, except as to rent or certain other matters
which may be made only with the consent of a specified percentage of the
holders of the then outstanding Bonds.
Section 15. Enforcement. The provisions of this Ordinanc: shall
constitute a contract between the City and the holders of the Bonds
herein authorized, and the holder of any one or more of said Bonds may
sue to recover interest or principal which has not been paid according
to the terms of said Bonds. The holders of twenty-five percent (25%) of
the principal amount of Bonds then outstanding may sue in any action, in
mandamus, injunction or other proceedings, whether at law or in equity,
to enforce or compel performance of all duties and obligations required
by this Ordinance to be done or performed by said City or by said Company.
Nothing contained in this Ordinance shall, however, be construed to
impose on said City any duty or obligation to levy any taxes either to
meet any obligation contained herein or to pay the principal of or
interest on the Bonds of the City herein authorized.
Section 16. Declaration of Maturity of Bonds in the Event of
Default. In the event the principal of or interest on the Bonds herein
authorized is not paid according to the terms thereof either on maturity
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or upon call for redemption, then the holders of twenty-five percent
(25%) of the principal amount of Bonds then outstanding may, by written
notice given to the Mayor or City Clerk, declare the principal of all
the Bonds herein authorized then outstanding to be due and payable
immediately, and upon such declaration given as aforesaid, all of said
Bonds shall be immediately due and payable, anything in said Bonds or in
the Ordinance contained to the contrary notwithstanding. This pro-
vision, however, is subject to the condition that if at any time there-
after, all arrears of interest, except interest accrued but not yet due,
and all arrears of principal shall have been paid in full, then in every
such case, the holders of a majority in principal amount of the Bonds
then outstanding, by written notice to the Mayor or City Clerk, may
rescind and annul such declaration and its consequences, but no such
rescission or annulment shall extend to or affect any subsequent default
or impair any rights consequent thereon.
Section 17. Defeasance. When all of the. Bonds of the City herein
authorized and all coupons representing interest thereon shall have been
paid and discharged, then the requirements contained herein and the
pledge of revenues made hereunder and all other rights granted hereby,
shall cease and determine. Bonds and coupons shall be deemed to have
been paid and discharged within the meaning of this Ordinance and within
the meaning of the Lease authorized by this Ordinance when there shall
have been deposited with the Fiscal Agent at or prior to the maturity or
redemption date of said Bonds and coupons, in trust for and irrevocably
appropriated thereto, sufficient moneys for the payment of the principal
thereof and interest accrued to the date of maturity or redemption, as
the case may be, or if default in such payment shall have occurred on
such date, then to the date of the tender of such payments; provided,
always, that if any such Bonds shall be redeemed prior to the maturity
thereof, the City shall have elected to redeem such Bonds and notice of
such redemption shall have been given. Any moneys which at any time
shall be deposited with the said Fiscal Agent by or on behalf of the
City, for the purpose of paying and discharging any of the Bonds or
coupons, shall be, and are hereby, assigned, transferred and set over to
such Fiscal Agent in trust for the respective holders of the Bonds and
coupons, and such moneys shall be and are hereby irrevocably appro-
priated to the payment and discharge thereof. If, through lapse of time
or otherwise, the holders of said Bonds or coupons shall no longer be
entitled to enforce payment of their obligations, then, in such event,
it shall be the duty of said bank forthwith to return said funds to the
City. All moneys deposited with such Fiscal Agent shall be deemed to be
deposited in accordance with and subject to all of the provisions con-
tained in this Ordinance.
Section 18. List of Bondholders. To the extent that such in-
formation shall be made known to the City under the terms of this
Section 18, it will keep on file at the principal office of the Fiscal
Agent a list of names and addresses of the last known holders of all
Bonds payable to bearer and believed to be held by each of such last
known holders. Any bondholder may request that his name and address be
placed on said list by filing a written request with the City or with
the Fiscal Agent, which request shall include a statement of the prin-
cipal amount of Bonds held by such holder and the numbers of such Bonds.
The Fiscal Agent shall be under no responsibility with regard to the
accuracy of said list. At reasonable times and under reasonable regula-
tions, established by the Fiscal Agent, said list may be inspected and
copied by the Company or by the holders and/or owners (or a designated
representative thereof) of twenty-five percent (25%) or more in prin-
cipal amount of Bonds then outstanding, such ownership and the authority
of any such designated representative to be evidenced to the satis-
faction of the Fiscal Agent.
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Section 19. Provisions Relating to the Fiscal Agent.
(A) Prior to the receipt of the Bond proceeds pursuant to the
provisions of Section 8 hereof, the Fiscal Agent shall file with the
City Clerk its written acceptance of the duties specified in this,
Ordinance and in the Lease and its agreement to act in said capacity.
(B) The Fiscal Agent's duties and responsibilities shall be
limited to those expressly set forth in this Ordinance and under the
Lease.
(C) All resolutions, opinions, certificates and other instru-
ments referred to or provided for herein or in the Lease may be accepted
by the Fiscal Agent as conclusive evidence of the facts, opinions and
conclusions stated therein and shall be full warrant, protection and
authority to the Fiscal Agent for any action reasonably taken pursuant
thereto. The Fiscal Agent shall be under a duty to examine any such
resolutions, opinions, certificates and other instruments to determine
whether or not they conform to the requirements of this Ordinance and
the Lease.
(D) The Fiscal Agent shall not be liable with respect to any
action taken or omitted to be taken by it in good faith and, if appropriate,
upon advice of counsel who may be counsel for the Fiscal Agent or the
City or the Company.
(E) No provision contained in this Section shall be construed
to relieve the Fiscal Agent from liability for its own negligent action,
(G) The Fiscal Agent may resign by an instrument in writing
delivered to the city and the Company to take effect not sooner than
ninety (90) days after its delivery, whereupon the City, with the consent
of the Company, shall immediately, in writing, designate a successor
fiscal agent. Such successor fiscal agent shall be a bank, trust company
or national banking association which is a member of the Federal Reserve
System and has a capital stock and surplus aggregating at least that of
the Fiscal Agent at the time of its designation hereunder. Such suc-
cessor fiscal agent shall be subject to the same duties and obligations
and shall have the same rights, privileges and immunities specified in
this Ordinance and in the Lease for the Fiscal Agent. Any such suc-
cessor fiscal agent shall file an acceptance in the form referred to in
subparagraph (A) hereof with the City Clerk within ten (10) days of its
appointment.
(H) The Fiscal Agent shall be entitled to payment or re-
imbursement 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 Company as Additional Rent as specified
in Article II of the Lease.
Section 20. Authorization of Lease. The tract of land herein
referred to and the buildings and improvements to be acquired and con-
structed thereon pursuant to this Ordinance shall be leased to the
its own negligent failure to act, or its own willful
misconduct, except
that this subsection
shall not be construed to limit
the effect of
subsections (B), (C)
and (D) of this section and the
Fiscal Agent shall
not be liable for any
error of judgment made in good
faith unless it
shall be proved that
the Fiscal Agent was negligent
in ascertaining the
pertinent facts.
(F) The Fiscal
Agent shall have the right
to buy, sell, own,
deal or trade in the
Bonds or the coupons relating thereto
without
giving notice thereof
to the City or the Company or
any bondholder and
Without incurring any
liability whatsoever with respect
thereto.
(G) The Fiscal Agent may resign by an instrument in writing
delivered to the city and the Company to take effect not sooner than
ninety (90) days after its delivery, whereupon the City, with the consent
of the Company, shall immediately, in writing, designate a successor
fiscal agent. Such successor fiscal agent shall be a bank, trust company
or national banking association which is a member of the Federal Reserve
System and has a capital stock and surplus aggregating at least that of
the Fiscal Agent at the time of its designation hereunder. Such suc-
cessor fiscal agent shall be subject to the same duties and obligations
and shall have the same rights, privileges and immunities specified in
this Ordinance and in the Lease for the Fiscal Agent. Any such suc-
cessor fiscal agent shall file an acceptance in the form referred to in
subparagraph (A) hereof with the City Clerk within ten (10) days of its
appointment.
(H) The Fiscal Agent shall be entitled to payment or re-
imbursement 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 Company as Additional Rent as specified
in Article II of the Lease.
Section 20. Authorization of Lease. The tract of land herein
referred to and the buildings and improvements to be acquired and con-
structed thereon pursuant to this Ordinance shall be leased to the
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1
Company under and pursuant to a Lease dated February 1, 1977, substantially
in the form attached to this Ordinance and marked Exhibit A, which Lease
the Mayor and City Clerk are hereby authorized and directed to execute
for and on behalf of and as the act and deed of the City.
Section 21. Severability. If any one or more of the covenants,
agreemenL.s or provisions of this Ordinance, or of the Lease, should be
held contrary to any express provision of law or contrary to the policy
of express law, though not expressly prohibited, or against public
policy, or should for any reason whatsoever be held invalid, then such
covenants, agreements or provisions shall be null and void and shall be
deemed separate from the remaining ;--ovenants, agreements or provisions,
and shall in no way affect the validity of the other provisions of this
Ordinance or of the Bonds issued hereunder, or of the Lease.
Section 22. Conveyance of Facility. Upon receipt by the City of
the purchase price of the property subject to said Lease, title to said
property shall be transferred and conveyed to the Company as provided in
the Lease and the Mayor and other appropriate officers of said City are
hereby authorized and directed to execute such deeds, bills of sale and
other instruments as may be necessary to effect such conveyance and
transfer.
Section 23. Effective Date. This Ordinance shall take effect and
be in force from and after its passage and publication in the official
City paper.
PASSED AND APPROVED by the governing body of the City of Salina,
Kansas, this 7th day of February, 1.977.
ATTEST:
ti
I). L. Harrison, City Clerk
(� eral . impson or
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1
SCHEDULE 1 TO LEASE DATED FEBRUARY 1, 1977,
BY AND BETWEEN THE CITY OF SALINA, KANSAS,
AND WILSON & COMPANY, ENGINEERS AND ARCHITECTS,
AND TO ORDINANCE NO. � S y3 OF SAID CITY RELATING THERETO
(a) Lots Five (5), Six (6), Seven (7), Eight(8), Forty (40)
and Forty-one (41), in Block Three (3), in Calkins
Addition to the City of Salina, in Saline County, Kansas.
Subject to: (i) easements, restrictions and reservations now
of record, (ii) the rights of the public in and to any part of
the premises lying or being in public roads, alleys or high-
ways, and (iii) taxes and assessments, general and special,
not now due or payable; and
(b) All equipment, machinery and equipment necessary and advisable
for use in a chemical laboratory to be enlarged, expanded and
developed on the aforesaid land pursuant to Article IV of the
Lease