8575 IRB Research Chemical Copa,f)llshad i,, 0'e- S-e-U�- cbu-rn&j es" cJ►.A�q 2,21 levl 7
ORDINANCE NO. 1,575
AN ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS,
TO PURCHASE AND ACQUIRE THE REAL ESTATE HEREINAFTER
DESCRIBED AND TO CONSTRUCT THEREON CERTAIN BUILDINGS
AND IMPROVEMENTS AND TO PURCHASE MACHINERY AND
EQUIPMENT, ALL TO BE USED FOR INDUSTRIAL AND
MANUFACTURING FACILITIES, AND TO BE LEASED TO RESEARCH
CHEMICAL COMPANY; AUTHORIZING AND DIRECTING THE
ISSUANCE OF $1,000,000.00 PRINCIPAL AMOUNT OF
SALINTA, KANSAS, RESEARCH CHEMICAL COMPANY INDUSTRIAL
REVENUE BONDS OF 1977, OF SAID CITY FOR THE
PURPOSE OF PROVIDING FUNDS FOR THE PURCHASE OF THE
REAL ESTATE AND THE CONSTRUCTION OF BUILDINGS AND
II,.PROVEI'VIENTS THEREON AND TO PURCHASE MACHINERY AND
EQUIPMENT TO BE USED FOR INDUSTRIAL AND MANUFACTURING
FACILITIES TO BE LEASED TO RESEARCH CHEMICAL
COMPANY; AND PRESCRIBING THE FORM AND
AUTHORIZING THE EXECUTION OF A LEASE BY AND BETWEEN
SAID CITY AND RESEARCH CHEMICAL COMPANY
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
12-1749, 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 industrial revenue bonds of the
City in the principal amount of $1,000,000.00 be authorized and
issued, for the purpose of providing funds to purchase the real
estate hereinafter described and to construct thereon certain
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1
buildings and improvements and to purchase machinery and
equipment all to be used as an industrial and manufacturing
facility to be leased to Research Chemical Company, 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, and construct
thereon certain buildings and improvements and to purchase certain
machinery and equipment as hereinafter set forth, hereinafter
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 July 1, 1977, between the City
and Research Chemical Company, hereinafter sometimes referred to
as "Lease", said Lease being authorized by Section 16 of this
Ordinance. The cost of purchasing, acquiring and constructing
the project shall not exceed the sum of $1,000,000.00 to the
City.
SEC`11'10N 2. That for the purpose of purchasing, acquiring
and constructing the project to be leased to Research Chemical
Company, there shall be issued and hereby are authorized and
directed to be issued a series of Salina, Kansas, Research
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1
LI
Chemical Company Industrial Revenue Bonds of 1977, of the City
of Salina, Kansas, in the aggregate principal amount of
$1,000,000.00, hereinafter sometimes referred to as "bonds" or
"revenue bonds". The bonds and interest thereon shall be paid
solely and only from the money and revenues received from the
fees charged and rentals received for the use of the project and
not from any other fund or source. The City hereby pledges the
project and the net earnings therefrom to the payment of the
bonds and the interest thereon, so that payment thereof is
secured by a first lien on the project (consisting of a single
parcel of real estate upon which commercial buildings will be
located and related equipment).
SECTION 3. The Salina, Kansas, Research Chemical Company
Industrial Revenue Bonds of 1977, of the City of Salina, Kansas,
shall consist of 200 bonds, numbered from 1 to 200, inclusive.
Each of the bonds shall be in the denomination of $5,000.00. All
of the bonds shall be dated as of July 1, 1977, shall be numbered,
shall bear interest at the rates and shall become due serially
as follows:
Bond
Numbers
Aggregate
Principal
Amount
Interest
Rate Maturity
1
- 5
$
25,000.00
5%
January
1, 1978
6
- 10
$
25,000.00
5%
July 1,
1978
11
- 15
$
25,000.00
5%
January
1, 1979
16
- 20
$
25,000.00
5%
July 1,
1979
21
- 25
$
25,000.00
5%
January
1, 1980
26
- 30
$
25,000.00
5%
July 1,
1980
31
- 35
$
25,000.00
5p
January
1, 1981
36
- 40
$
25,000.00
5%
July 1,
1981
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41 - 45 $ 25,000.00 5% January 1, 1982
46 - 50 $ 25,000.00 5% July 1, 1982
51 - 65 $ 75,000.00 6% July 1, 1983
66 - 80 $ 75,000.00 6% July 1, 1984
81 - 95 $ 75,000.00 6% July 1, 1985
96 - 110 $ 75,000.00 6% July 1, 1986
111 - 125 $ 75,000.00 6% July 1, 1987
126 - 140 $ 75,000.00 7% July 1, 1988
141 - 155 $ 75,000.00 7% July 1, 1989
156 - 170 $ 75,000.00 7% July 1, 1990
171 - 185 $ 75,000.00 7% July 1, 1991
186 - 200 $ 75,000.00 7% July 1, 1992
The bonds shall bear interest at the rate specified herein from
July 1, 1977 until fully paid, with interest payable January 1,
1978, and thereafter semi-annually on January lst and July 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 January 1, 1978, or on any interest payment
date thereafter, at the par value thereof, plus accrued interest
thereon to the date fixed for redemption and payment.
Notice of any redemption provided for by this Ordinance at
any time other than the maturity date specified for such bond
from the funds to be deposited in the Principal and Income
Account in the time and manner specified in Section 9 shall be
given by certified or registered United States Mail or by
delivery ;n person to the paying agent herein designated, such
notice to be mailed or delivered in person at least 20 days
prior to the date fixed for redemption and payment and specify
the numbers of the bonds to be redeemed and paid. Interest
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shall cease on the bonds so called for redemption and payment as
of the redemption date, provided funds are available to pay the
same according to their terms.
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, hereinafter
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 signature of the City Clerk
on the face of each bond, with the 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.
SECl`IC:.1' 5. Each of the bonds and interest coupons and
the certificates attached thereto shall be in substantially the
following form:
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[1
1
1
No.
$5,000.00
UNITED STATES OF AMERICA
STATE OF KANSAS
COUNTY OF SALINE
CITY OF SALINA
SALINA, KANSAS, RESEARCH CHEMICAL COMPANY
INDUSTRIAL BOND 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 to the bearer, solely and only from the
revenues hereinafter specified, the sum of
FIVE THOUSAND DOLLARS
in lawful money of the United States of America, on July 1, 1992,
together with interest thereon at the rate of % per annum
from July 1, 1977 until fully paid (likewise payable out of the
revenues hereinafter specified), with interest payable January
1, 1978, and thereafter semi-annually on January lst and July
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 (hereinafter sometimes referred to
as the "Fiscal Agent" or the "Paying Agent").
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THIS BOND is one of an authorized issue of 200 bonds of
like date and tenor, except as to interest rate, maturity date
and number, in the aggregate principal amount of $1,000,000.00,
numbered from 1 to 200, inclusive, each in the denomination of
$5,000.00, authorized by ordiance of said City, issued for the
purpose of providing funds to purchase and acquire the real
estate described in Section 1 of said Ordinance and to construct
thereon certain buildings and improvements and to purchase
machinery and equipment to be used as an industrial and
manufacturing project (hereinafter sometimes referred to as the
"project") to be leased to Research Chemical Company, a Kansas
corporation authorized to do business in the State of Kansas,
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 the State of Kansas applicable thereto,
and in accordance with a Lease dated as of July 1, 1977, between
the City of Salina, Kansas and Research Chemical Company
(hereinafter sometimes referred to as the "Lease"). 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
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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 series of which this bond is one
may be called for redemption and payment prior to maturity, in
numerical order, in the manner specified in the ordinance of
the City authorizing the issuance of the bonds, on January 1,
1978, or any interest payment date thereafter, at the par value
thereof and accrued interest to date of redemption.
Notice of the City's intention to redeem and pay any of
the bonds at any time other than the time such bonds are to be
paid and redeemed from the funds to be deposited in the Principal
and Income Account in the time and manner specified in Section 9
of the Ordinance providing for the issuance of the bonds, pursuant
to any of the redemption provisions aforesaid, specifying the
numbers of the bonds to be redeemed and paid, shall be given by
certified or registered United States Vail or by delivery in
person to the Paying Agent herein named not less than twenty days
prior to the date fixed for such redemption and payment.
AND IT IS HEP'BY 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.
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U'
IN WITNESS WHEREOF, the City of Salina, Kansas, by its
governing body, has caused this bond to be signed by the facsimile
signature of its Mayor and attested by the facsimile signature of
its City Clerk, and its corporate seal to be hereto affixed and
the interest coupons hereto attached to be signed with the
facsimile signatures of said officers, and this bond to be
issued as of the lst day of July, 1977.
(facsimile)
Mayor
Attest:
(facsimile)
City Clerk
(FORM OF COUPON)
Coupon No.
Unless previously called for prior
redemption and payment thereof duly made or
January
provided for, on the First day of July, 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 this coupon is attached,
and not from any other fund or source,
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January 1, 19
July 1, 19
City of Salina,
Kansas
Salina, Kansas,
Research Chemical
Company
I
I
[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, Research Chemical Company
Industrial Revenue Bond of 1977, dated July
1, 1977.
055
(facsimile
Mayor
Attest:
(facsimile)
City Clerk
State of Kansas )
ss
County of Saline )
Industrial
Revenue Bond
of 1977
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 Nand and official seal this
19
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day of
City Clerk
The interest rate to be specified in Bonds numbered 1 to
50, inclusive, shall be 5% and the amount of interest evidenced
by each coupon attached thereto, maturing on or before July 1,
1982, shall be the sum of $125.00; the interest rate to be
specified in Bonds numbered 51 to 125, inclusive, shall be 6%
and the amount of interest evidenced by each coupon attached
thereto, maturing after July 1, 1982 and on or before July 1,
1987, shall be the sum of $150.00; and the interest rate to be
specified in Bonds numbers 126 to 200, inclusive, shall be 7%
and the amount of interest evidenced by each coupon attached
thereto, maturing after July 1, 1987 and on or before July 1,
1992, shall be the sum of $175.00. 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.
SECTION 6. The Mayor and City Clerk are hereby authorized
and directed to prepare and execute in the manner hereinbefore
specified the Salina, Kansas, Research Chemical Company Industrial
Revenue Bonds of 1977, of the City herein authorized and to sell
and deliver said bonds to the buyers thereof, and to pay the
proceeds from the sale thereof to the Fiscal Agent hereinafter
designated to be deposited in the Research Chemical Company
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 July 1, 1977, for the acquisition of the
land described in Section 1 of this Ordinance, the construction
of the facility and the acquisition of equipment as fully set
forth in the Lease dated as of July 1, 1977.
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, Research Chemical Company
Industrial Revenue Bonds of 1977, dated July 1, 1977" (hereinafter
referred 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 designated
as "Research Chemical Company 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 specified in this Ordinance and
in the Lease and its ap-reement to act in said capacity. The
duties and responsitilities of the Fiscal Agent shall be limited
to those expressly set forth in this Ordinance and under the
Lease. All resolutions, opinions, certificates and other
instruments referred to or provided for herein or in the Lease
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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.
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 Research Chemical Company. The
Fiscal Agent shall not be liable for any error of judgment made
in good faith unless it shall be established that the Fiscal
Agent was negligent in ascertaining the pertinent facts. Nothing
herein shall be construed to relieve the Fiscal Agent from
liability for its own negligent action, its own negligent failure
to act or its willful misconduct. The Fiscal Agent shall have
the right to buy, sell, own, deal or trade in the bonds or the
coupons relating thereto for its own account or for the account
of others without giving notice thereof to the City or any
bondholder or Research Chemical Company and without incurring
any liability whatsoever with respect thereto; and the Fiscal
Agent shall have the right to loan money to the City or any
bondholder or Research Chemical Company upon such terms and
conditions as it deems advisable, without incurring any
liability whatsoever with respect thereto on account of its
acting as Fiscal Agent hereunder. The Fiscal Agent may resign
by an instrument in writing delivered to the City and Research
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Chemical Company to take effect not sooner than ninety days
after the date of delivery of such written statement, whereupon
the City with the consent of Research Chemical Company shall
immediately, in writing, designate a successor fiscal agent.
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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 capital stock and surplus aggregating at
least that of the Fiscal Agent at the time of its designation
hereunder. Such successor fiscal agent shall be subject to the
same duties and obligations and shall have the same rights,
privileges and immunities specified in this Ordinance and in the
Lease for the Fiscal Agent. Any such successor fiscal agent
shall file an acceptance in the form referred to herein with the
City Clerk within ten days of its appointment. The Fiscal Agent
shall be entitled to payment or reimbursement for reasonable
fees for its ordinary services and all advances, counsel fees
and other ordinary expenses reasonably and necessarily made or
incurred by it in connection with its ordinary services, all
such fees and expenses to be paid by Research Chemical Company
as additional rent as specified in Article II of 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 or cause the Fiscal Agent to 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 a
list of names and addresses of the last known holders of all of
the bonds issued hereunder 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
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request with the City or with the Fiscal Agent, which request
shall include a statement 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 Research Chemical Company or its representatives or by
the holders of 25% or more in principal amount of the bonds then
outstanding, or their representatives, with any such ownership
and the authority of any designated representative to be
evidenced to the satisfaction of the Fiscal Agent.
SECTION 9. So long as any of the bonds herein authorized
remain outstanding and unpaid Research Chemical Company shall
deposit in the Principal and Interest Account of the Fiscal
Agent, semiannually, on the 1st day of January and the 1st day
of July of each year, commencing January 1, 1978, the amount of
the basic rent payable under the terms of the Lease dated as of
July 1, 1977, 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 July 1, 1977 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.
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SECTION 10. So long as any of the bonds herein authorized
remain outstanding and unpaid, Research Chemical Company shall
deposit in the Revenue Account of the Fiscal Agent, 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 July 1, 1977. The Fiscal
Agent shall make disbursements from funds deposited with it in
the Construction Fund to the extent thereof or from funds
deposited with it in the Revenue Account for the payment of any
expenses incurred by the City in connection with the issuance and
sale of the bonds, including but not limited to underwriting
expenses, legal fees, expenses of counsel and publication
expenses, which expenses shall be paid by the Fiscal Agent as
directed by the City, 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 recuired to be paid from amounts received from the Company
as additional rent under the provisions of Article II of the
Lease dated as of July 1, 1977. If at any time the Fiscal
Agent determines 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.
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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
City 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.
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 Government becoming due not later than the
date funds in the Construction Fund are to be disbursed or not
later than ten days prior to the next interest payment date with
respect to funds in 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
recuired 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.
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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 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
bondholders, and, to the extent permitted by the Lease, will
use its best efforts to procure a new tenant or tenants for the
leased property under lease provisions which will provide funds
sufficient in amount to make the rental payments and other
charges which the Company is required to make under the Lease
dated as of July 1, 1977. 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
II
II
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.
(b) The City will enforce, and will permit the Fiscal
Agent to enforce on its behalf and on behalf of the bondholders,
collection of the rental payments and other charges in the
amounts and at the times set forth in the Lease dated as of
July 1, 1977, and will not reduce or cause or permit to be
reduced the rental payments and other charges fixed, established
and required by the Lease nor change or alter the time or times
when the same are due and payable under 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 termination 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
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r�
II
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 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 City 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 Research Chemical Company pursuant
to the Lease, nor voluntarily create or cause to be created any
debt, lien, pledge, assignment, encumbrance, or any other charge
on said payments or on the property subject to 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.
SECTION 14. The provisions of the bonds authorized by
this Ordinance and provisions of this Ordinance may be modified
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r�
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 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 any such amendment
or modification. A certified copy of every such amendatory or
supplemental ordinance, and a certified copy of this Ordinance
shall always be kept on file in the office of the City Clerk
and 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
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supplemental ordinance or of this Ordinance will be sent by the
City Clerk to any such bondholder or prospective bondholder.
SECTION 15. The provisions of this Ordinance shall
constitute a contract between the City of Salina, Kansas, and
the holders of the revenue bonds herein authorized, and the
holder of any one or more of said bonds may sue, in any action,
in mandamus, injunction, or other proceedings, either at law or
in equity, to enforce or compel performance of all duties and
obligations required by this Ordinance to be done or performed
by the City. Nothing contained in this Ordinance shall, however,
be construed to impose on the City any duty or obligation to
levy any taxes either to meet any obligation contained herein
or to pay the principal of or interest on 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 Research Chemical
Company under and pursuant to a Lease dated as of July 1, 1977,
substantially in the form heretofore filed with and available
for inspection at the office of the City Clerk, 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
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becoming due under the provisions of any law then available.
Said bonds or any part thereof may be refunded and the refunding
bonds so issued shall enjoy complete equality of pledge with
any of the revenue bonds issued hereunder, 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 July
13 1977, 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
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from taxation in accordance with the provisions of K.S.A. 79-201
Sixth for a period of ten calendar years after 1977, 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 property
shall be transferred and conveyed to Research Chemical Company,
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, Research Chemical Company Industrial
Revenue Bonds of 1977 will be used in a manner which would cause
such obligations to be "arbitrage bonds" within the meaning of
Section 103(d) 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 Research Chemical
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Company, the Fiscal Agent and any of the holders of the bonds
authorized herein.
SECTION 22. 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 /fes day of
1977.
XKeith G. Duckers, Mayor
Attest: D. L. Harrison, City Clerk
APPROVED by the Mayor this %kz-t7, day of 1977.
Keith G. Duckers, Mayor
Attest:
D. L. Harrison, City Clerk —
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