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8326 IRB Wyatt Manufacturing14 ORDINANCE NO. 8326 (Published in The Salina Journal 1 U 1973) 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 $500,000 be authorized and issued, for the purpose of providing funds to pay the cost of purchasing and acquiring a building and a site therefor to be used as an industrial and manufacturing facility to be leased to The Wyatt Manufacturing Co., Inc., a Kansas corporation, hereinafter sometimes referred to as "Company", the - 1 - AN ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS, TO PURCHASE AND ACQUIRE A BUILDING AND A SITE THEREFOR, TO BE USED FOR INDUSTRIAL AND MANUFACTURING FACILITIES; AUTHORIZING AND DIRECTING THE ISSUANCE OF $500,000 PRINCIPAL AMOUNT OF SALINA, KANSAS, THE WYATT MANUFACTURING CO., INC. INDUSTRIAL REVENUE BONDS OF 1973, OF SAID CITY FOR THE PURPOSE OF PURCHASING AND ACQUIRING A BUILDING AND A SITE THEREFOR TO BE USED FOR INDUSTRIAL AND MANUFACTURING FACILITIES TO BE LEASED TO THE WYATT MANUFACTURING CO., INC., PRESCRIBING THE FORM AND AUTHORIZING THE EXECUTION OF A LEASE BY AND BETWEEN SAID CITY AND THE WYATT MANUFACTURING CO., 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 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 $500,000 be authorized and issued, for the purpose of providing funds to pay the cost of purchasing and acquiring a building and a site therefor to be used as an industrial and manufacturing facility to be leased to The Wyatt Manufacturing Co., Inc., a Kansas corporation, hereinafter sometimes referred to as "Company", the - 1 - t proceeds of said bonds to be used for said purpose and in conjunction with funds otherwise made available for said purpose. 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 and acquire a building and site therefor, to be used as an industrial and manufacturing facility, consisting of the following described real estate, to wit: Lot Eleven (11) in White Acres Addition, a sub -division of Tracts Three (3) and Five (5) of Thomas White Farm, an addition to the City of Salina, Saline County, Kansas, subject to an easement granted to the City of Salina, Kansas for the construction, installation, repair, replacement and maintenance of a pump station to be located within the South Twenty -Five (25) Feet of the East Twenty -Five (25) Feet of said Lot Eleven (11), and subject to pipeline rights-of-way, utility easements and other easements, rights-of-way and restrictions of record; together with the building, improvements and fixtures located thereon and appurtenances relating thereto and all buildings and improvements to be constructed thereon and the improvements to be constructed on a certain leasehold estate located adjacent thereto, hereinafter sometimes referred to as "project", in accordance with the provisions of a Lease dated October 1, 1973, between the City and The Wyatt Manufacturing Co., Inc., hereinafter sometimes referred to as "Lease", said Lease being authorized by Section 16 of this Ordinance. The cost of - 2 - purchasing, acquiring and constructing the project shall not exceed the sum of $500,000 to the City. SECTION 2. That for the purpose of purchasing and acquiring the project to be leased to The Wyatt Manufacturing Co., Inc., a Kansas corporation, there shall be issued and hereby are authorized and directed to be issued a series of Salina, Kansas, The Wyatt Manufacturing Co., Inc. Industrial Revenue Bonds of 1973, of the City of Salina, Kansas, in the aggregate principal amount of $500,000, 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 rental 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 is located commercial buildings). SECTION 3. The Salina, Kansas, The Wyatt Manufacturing Co., Inc. Industrial Revenue Bonds of 1973, of the City of Salina, Kansas, shall consist of 100 bonds, numbered from 1 to 100, inclusive. Each of the bonds shall be in the denomination of $5,000.00. All of the bonds shall be dated October 1, 1973, and shall be due April 1, 1994, subject to prior redemption as hereinafter set forth. The bonds shall bear interest at the rate of 6 1/4% per annum from October 1, 1973, until fully paid, - 3 - with interest payable April 1, 1974, and thereafter semiannually on April lst and October 1st of each year. The bonds shall be subject to redemption and payment in numerical order, as hereinafter set forth, from moneys available for such purpose, on April 1, 1974, 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 time such bond is 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 shall be given by certified or registered United States Mail or Iby delivery in person to the paying agent herein designated, such notice to be mailed or delivered in person at least 10 days prior to the date fixed for redemption and payment and specify the numbers of the bonds to be redeemed and paid. Interest 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 National Bank of America at Salina, in the City of Salina, Kansas, hereinafter sometimes referred to as the "Paying Agent". - 4 - 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, 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 5. 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, THE WYATT MANUFACTURING CO., INC. INDUSTRIAL REVENUE BOND OF 1973 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 - 5 - FIVE THOUSAND DOLLARS In lawful money of the United States of America, on April 1, 1994, together with interest thereon at the rate of six and one quarter per cent (6 1/4q) per annum from October 1, 1973 (likewise payable out of the revenues hereinafter specified), payable April 1, 1974, and thereafter semiannually on April lst 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 National Bank of America at Salina, in the City of Salina, Kansas. THIS BOND is one of an authorized issue of 100 bonds of like date and tenor, except as to number, in the aggregate principal amount of $500,000, numbered from 1 to 100, inclusive, each in the denomination of $5,000, authorized by ordinance of said City, issued for the purpose of providing funds to pay the cost of purchasing and acquiring buildings and a site therefor to be used as an industrial and manufacturing project (hereinafter sometimes referred to as the "project") to be leased to The Wyatt Manufacturing Co., 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 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. 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 series of bonds of which this bond is a part and the interest thereon. Reference is hereby made to said 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 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 April 1, 1974, or on 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 - 7 - to any of the redemption provisions aforesaid, specifying the numbers of the bonds to be redeemed and paid, shall be given by certified or registered United States Mail or by delivery in person to the Paying Agent herein named not less than 10 days prior to the date fixed for such redemption and payment. AND IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions and things required to be done and to exist precedent to and in the issuance of this bond have been properly done and performed and do exist in due and regular form and manner as required by the Constitution and laws of the State of Kansas. IN WITNESS WHEREOF, the City of Salina, Kansas, by its governing body, has caused this bond to be signed by the facsimile signature of its Mayor and attested by the facsimile signature of its City Clerk, and its corporate seal to be hereto affixed and the interest coupons hereto attached to be signed with the facsimile signatures of said officers, and this bond to be issued on this 1st day of October, 1973. Attest: (facsimile) City Clerk (facsimile) Mayor (FORM OF COUPON) - 8 - C 1 _7 I Coupon No. Unless previously called for prior redemption and payment thereof duly made or April provided for, on the First day of October, 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, One Hundred Fifty -Six and 25/100 Dollars in lawful money of the United States of America, at The National Bank of America at Salina, in the City of Salina, Kansas, being six months' interest on its Salina, Kansas, The Wyatt Manufacturing Co., Inc. Industrial Revenue Bond of 1973, dated October 1, 1973, No. Attest: (facsimile) City Clerk (facsimile) Mayor - 9 - April 1, 19 October 1, 19 City of Salina, Kansas Salina, Kansas, The Wyatt Manufacturing Co., Inc. Industrial Revenue Bond of 1973. 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 SECTION 6. The Mayor and City Clerk are hereby authorized and directed to prepare and execute in the manner hereinbefore specified the Salina, Kansas, The Wyatt Manufacturing Co., Inc. Industrial Revenue Bonds of 1973, of the City herein authorized and to sell and deliver said bonds on or before January 31, 1974, to the buyers thereof, and to pay the proceeds from the sale thereof to the Fiscal Agent hereinafter designated to be deposited in The Wyatt Manufacturing Co., 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 October 1, 1973, 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 October 1, 1973. - 10 - SECTION 7. The City hereby designates The National Bank of America at Salina, 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, The Wyatt Manufacturing Co., Inc. Industrial Revenue Bonds of 1973, dated October 1, 1973" (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 "The Wyatt Manufacturing Co., 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 specified 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. All resolutions, opinions, certificates and other instruments 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. 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 Wyatt Manufacturing Co., Inc. 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. 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 The Wyatt Manufacturing Co., Inc. 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 The Wyatt Manufacturing Co., Inc., upon such terms and conditions as it deems advisable, without incurring any liability whatsoever with respect thereto on account of its acting as Fiscal Agent hereunder. The Fiscal Agent may resign by an instrument in writing delivered to the City and The Wyatt Manufacturing Co., Inc. to take effect not sooner than ninety days after the date of delivery of such written statement, whereupon the City with the consent of The Wyatt Manufacturing Co., Inc. 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 successor fiscal agent shall be subject to the same duties and obligations and shall have the - 12 - 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 The Wyatt Manufacturing Co., Inc. 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 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 - 13 - 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 The Wyatt Manufacturing Co., Inc. 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 The Wyatt Manufacturing Co., Inc. shall deposit in the Principal and Interest Account of the Fiscal Agent, semiannually, on the 20th day of March and the 20th day of September of each year, commencing March 20, 1974, the amount of the basic rent payable under the terms of the Lease dated October 1, 1973, 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 October 1, 1973. 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 authorized remain outstanding and unpaid, The Wyatt Manufacturing Co., Inc. - 14 - 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 October 1, 1973. 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 required to be paid from amounts received from the Company as additional rent under the provisions of Article II of the Lease dated October 1, 1973. 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. - 15 - SECTION 11. When moneys 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, 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, moneys 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 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 10 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 that said funds are not 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 - 16 - 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 October 1, 1973. 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 - 17 - 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 October 1, 1973, 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 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 The Wyatt Manufacturing Co., 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. SECTION 14. The provisions of the bonds authorized by this Ordinance and provisions of this Ordinance may be modified - 19 - 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 the holders 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. 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 - 20 - 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 The Wyatt Manufacturing Co., Inc. under and pursuant to a Lease dated October 1, 1973, 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 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 - 21 - 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 October 1, 1973, 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 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 the Lease. SECTION 19. The property purchased or constructed with the proceeds of the bonds authorized hereunder shall be exempt - 22 - from taxation in accordance with the provisions of K.S.A. 79-201 Sixth for a period of ten calendar years after 1973, 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 The Wyatt Manufacturing Co., Inc., or its successors and assigns, as provided in the Lease and the Mayor 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. 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 the bonds that the City shall use the proceeds of the bonds herein authorized as soon as practicable and with all reasonable dispatch for the purpose for which said bonds are issued as herein set forth. Said proceeds will not be invested in any securities or obligations except for the temporary period pending such use and said proceeds will not be used, directly or indirectly, so as to cause all or any part of the bonds herein authorized to be or become "Arbitrage Bonds" within the meaning of Section 103(d) of the Internal Revenue Code of 1954, as amended. The City further covenants that the proceeds of the bonds herein authorized will - 23 - 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 herein authorized unless a statute, regulation of the Treasury Department of the United States, ruling by the Internal Revenue Service of the United States or a decision by a Court of ultimate jurisdiction holds that an acquisition of securities or obligations producing a higher yield than the bonds herein authorized will not cause such bonds to be Arbitrage Bonds as defined in Section 103(d) of the Internal Revenue Code of 1954, as amended. 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 17th day of December, 1973. Mayo Attest: City Clerk APPROVED by the Mayor this 17th day of December, 1973. Attest: M$yor City Clerk -24-