8339 IRB Lee CompanyORDINANCE NO. 8339
WHEREAS, the
AN ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS,
TO PURCHASE AND ACQUIRE THE REAL ESTATE HEREINAFTER
city of
DESCRIBED AND TO CONSTRUCT THEREON CERTAIN BUILDINGS
class, hereinafter
AND IMPROVEMENTS AND TO PURCHASE MACHINERY AND
"City",
EQUIPMENT, ALL TO BE USED FOR INDUSTRIAL AND
MANUFACTURING FACILITIES, AND TO BE LEASED TO THE
LEE COMPANY; AUTHORIZING AND DIRECTING THE ISSUANCE
OF $800,000 PRINCIPAL AMOUNT OF SALINA, KANSAS,
THE LEE COMPANY INDUSTRIAL REVENUE BONDS OF 1974,
OF SAID CITY FOR THE PURPOSE OF PROVIDING FUNDS FOR
THE PURCHASE OF THE REAL ESTATE AND THE
CONSTRUCTION OF BUILDINGS AND IMPROVEMENTS
THEREON AND TO PURCHASE MACHINERY AND EQUIPMENT
TO BE USED FOR INDUSTRIAL AND MANUFACTURING
FACILITIES TO BE LEASED TO THE LEE COMPANY; AND
PRESCRIBING THE FORM AND AUTHORIZING THE
EXECUTION OF A LEASE BY AND BETWEEN SAID CITY AND
THE LEE 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 bunds 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 $800,000 be authorized and
issued, for the purpose of providing funds to purchase the real
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estate hereinafter described and to construct thereon certain
buildings and improvements and to purchase machinery and
equipment all to be used as an industrial and manufacturing
facility to be leased to The Lee 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 January 1, 1974,
between the City and The Lee 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 $800,000
to the City.
SECTION 2. That for the purpose of purchasing, acquiring
and constructing the project to be leased to The Lee Company,
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there shall be issued and hereby are authorized and directed to
be issued a series of Salina, Kansas, The Lee Company Industrial
Revenue Bonds of 1974, of the City of Salina, Kansas, in the
aggregate principal amount of $800,000, 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 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).
SECTION 3. The Salina, Kansas, The Lee Company Industrial
Revenue Bonds of 1974, of the City of Salina, Kansas,, shall
consist of 160 bonds, numbered from 1 to 160, inclusive. Each
of the bonds shall be in the denomination of $5,000.00. All of
the bonds shall be dated as of January 1, 1974, shall be
numbered, shall bear interest at the rates and shall become due
serially on January 1st of each year, as follows:
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Aggregate
Bond
Principal
Interest
Maturity
Numbers
Amount
Rate
January 1st
1 - 8
$ 40,000.00
6%
1975
9 - 14
$ 30,000.00
6%
1976
15 - 20
$ 30,000.00
6%
1977
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21
- 27
$
35,000.00
6%
1978
28
- 34
$
35,000.00
6%
1979
35
- 42
$
40,000.00
6%
1980
43
- 50
$
40,000.00
6
1/4%
1981
51
59
- 58
- 66
$
$
40,000.00
40,000.00
6
6
1/4%
1/4%
1982
1983
67
- 74
$
40,000.00
6
1/4%
1984
75
- 82
$
400000.00
6
1/4%
1985
83 -90
$
40,000.00
6
1/4%
1986
91
- 98
$
40,000.00
6
1/4%
1987
99 -
106
$
40,000.00
6
1/4%
1988
107 -
114
$
40,000.00
6
1/4%
1989
115 -
122
$
40,000.00
6
1/4%
1990
123 -
131
$
45,000.00
6
1/2%
1991
132 -
140
$
45,000.00
6
1/2%
1992
141 -
150
$
50,000.00
6
1/2%
1993
151 -
160
$
50,000.00
6
1/2%
1994
The bonds shall bear interest at the rate specified herein from
January 1, 1974 until fully paid, with interest payable July 1,
1974, and thereafter semi-annually on January 1st and July 1st
of each year.
The bonds shall be subject to redemption and payment in
numerical order, as herein set forth, from moneys available
for such purpose, on July 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,; provided,
however, that the bonds shall not be subject to redemption and
payment prior to the respective maturity dates thereof or prior
to January 1, 1984, whichever of said dates is the earlier, on
account of any voluntary prepayment of the basic rent payable
by The Lee Company under the terms of the Lease, without
obtaining the prior written consent of the holders of the bonds
which would be prepaid prior to the stated maturity date
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thereof on account of any such prepayment of the basic rent
under the terms of the Lease.
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 in person to the paying agent herein designated, such
notice to be mailed or delivered in person at least 20 days
prior to the date fixed for 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 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
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such bond, and the interest coupons shall bear the facsimile
signatures of the Mayor and City Clerk of said City. Said bonds
and each of them shall be registered in the office of the City
Clerk of said City, which registration shall be evidenced by
a certificate on the reverse side thereof bearing the manual
signature of the City Clerk.
SECTION 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 LEE COMPANY
INDUSTRIAL REVENUE BOND OF 1974
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 January 1,
19 , together with interest thereon at the rate of %
per annum from January 1, 1974 until fully paid (likewise payable
out of the revenues hereinafter specified), with interest payable
July 1, 1974, and thereafter semi-annually on January 1st 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").
THIS BOND is one of an authorized issue of 160 bonds of
like date and tenor, except as to interest rate, maturity date
and number, in the aggregateprincipal amount of $800,000,
numbered from 1 to 160, inclusive, each in the denomination of
$5,000, authorized by ordinance of said City, issued for the
purpose of providing funds to purchase and acquire the real
estate described in Section 1 of said Ordinance 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 The Lee 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
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of the laws of the State of Kansas applicable thereto, and in
accordance with a Lease dated as of January 1, 1974, between
the City of Salina, Kansas and The Lee 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
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 July 1,
1974, or on any interest payment date thereafter, at the par
value thereof and accrued interest to date of redemption;
provided, however, that this bond shall not be subject to
redemption and payment prior to the maturity date specified
herein or prior to January 1, 1984, whichever of said dates is
the earlier, on account of any voluntary prepayment of the
basic rent payable by The Lee Company to the City under the
terms of the Lease, without obtaining the prior written consent
of the holder hereof to such prior redemption and payment.
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 Mail or by delivery
in person to the Paying Agent herein named not less than twenty
days prior to the date fixed for such redemption and payment.
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
� I
1
L
facsimile signatures of said officers, and this bond to be
issued as of the 1st day of January, 1974.
(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, )
[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 )
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January 1, 19 .
July 1, 19 .
City of Salina,
Kansas
Salina, Kansas,
The Lee Company
Industrial
Revenue Bond
of 1974
1
1
Salina, Kansas, The Lee Company Industrial
Revenue Bond of 1974, dated January 1, 1974.
No.
(facsimile)
Mayor
Attest:
(facsimile)
City Clerk
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
is .
City Clerk
day of
The amount of interest evidenced by each coupon attached
to Bonds numbered 1 to 42, inclusive, maturing on or before
January 1, 1980, shall be the sum of $150.00; the amount of
interest evidenced by each coupon attached to Bonds numbered
43 to 122, inclusive, maturing after January 1, 1980 and on or
before January 1, 1990, shall be the sum of $156.25; and the
amount of interest evidenced by each coupon attached to Bonds
numbered 123 to 160, inclusive, maturing after January 1, 1990
and on or before January 1, 1994, shall be the sum of $162.50.
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, 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, The Lee Company Industrial Revenue
Bonds of 1974, of the City herein authorized and to sell and
deliver said bonds on or before April 30, 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 Lee
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 January 1, 1974, 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 January 1, 1974.
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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, The Lee Company
Industrial Revenue Bonds of 1974, dated January 1, 1974"
(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 Lee 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 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
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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 Lee 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. 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 Lee 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 The Lee 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 The Lee 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 The Lee 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 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,
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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 Lee 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
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 lista At reasonable times and under reasonable regulations
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established by the Fiscal Agent said list may be inspected and
copied by The Lee Company or its representatives or by the
holders of 25% or more in principal amount of the bonds then
0 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 Lee Company shall deposit in
the Principal and Interest Account of the Fiscal Agent,
semiannually, on the 15th day of June and the 15th day of
December of each year, commencing June 15, 1974, the amount of
the basic rent payable under the terms of the Lease dated as
of January 1, 1974, 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 January 1, 1974 and
as set forth in Section 3 of this Ordinance. All amounts credited
to and deposited in the Principal and Interest Account shall be
expended and used for the sole purpose of paying the principal of
and interest on the bonds herein authorized as the same become
due.
SECTION 10. So long as any of the bonds herein authorized
remain outstanding and unpaid, The Lee 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
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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 January 1, 1974. 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 as
of January 1, 1974. 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.
SECTION 11.
When moneys accumulated in the Principal and
Interest Account shall aggregate an amount sufficient to pay the
- 17 -
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, 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 ten
days prior to the next interest payment date with respect to funds
in the Principal and Interest Account. No investment shall be
made hereunder for a longer period of time than the Fiscal Agent
determines is reasonably necessary or required for the purpose
for which they are intended. All interest on any bonds or other
investments held in the Construction Fund or the Principal and
Interest Account shall accrue to and become a part of such
respective fund or account.
SECTION 13. So long as any of the principal of and interest
on the revenue bonds herein authorized remain outstanding and
unpaid, the City covenants with each of the purchasers and
owners of the bonds as follows:
(a) The City will comply fully with all the terms,
provisions and conditions of the Lease to the extent it requires
performance by or imposes duties on the City and it will not
permit any default to occur on the part of the City; that it
will fully and promptly enforce, and permit the Fiscal Agent to
enforce on its behalf and on behalf of the bondholders, all of
the terms, provisions and conditions of the Lease to the extent
it requires performance by or imposes duties on the Company;
and, in the event of the occurrence of a default as defined in
the Lease, that it 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 January 1, 1974. 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
- 19 -
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
January 1, 1974, 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
- 20 -
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
0 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 Lee 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
or amended at any time by the City with the written consent of
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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 The Lee Company
under and pursuant to a Lease dated as of January 1, 1974,
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
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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.
ISECTION 18. If any one or more of the covenants, agreements
or provisions of this Ordinance or of the Lease dated as of
January 1, 1974, 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 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 1974, 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 Lee 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, The Lee Company Industrial Revenue Bonds
of 1974 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 The Lee Company,
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J
e t
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 4th day of March , 1974.
171
Tack Weisge er, Mayor
Attest
D. L. Harrison, City Clerk
APPROVED by the Mayor this 4th day of March , 1974.
Jack Weisger r, Mayor
Attest:
r
D. L. Harrison, City Clerk
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[l
SALINA, KANSAS, THE LEE COMPANY INDUSTRIAL
REVENUE BONDS OF 1974
A tract of land lying in part of the Southeast Quarter (SE/4)
of Section Twenty -Seven (27), Township Fourteen South, Range
Three West of the Sixth Principal Meridian, known as part of
Block Twenty -Four Schilling Addition of Saline County, Kansas,
and being more particularly described as follows:
From the Southeast corner of said Southeast Quarter (SE/4)
thence N 00°50'15" E along the East line of said Southeast
Quarter (SE/4) a distance of Three Hundred Sixty -Three and
Ninety -Three Hundredths (363.93) Feet to the point of beginning,
said point of beginning being a point on the North line of a
Drainage right-of-way: Thence S 51057'36" W along said North
line a distance of Four Hundred Sixty -One and One Hundredth
(461.01) Feet to the North right-of-way line of Magnolia Road;
thence N 88029'05" W along said North right-of-way line a
distance of Three Hundred Fifteen and Seventeen Hundredths
(315.17) Feet; thence N 41026'05" W along said North right-of-way
line, a distance of One Hundred Fifty -Three and Fifty -One
Hundredths (153.51) Feet to the East right-of-way line of
Centennial Road; thence N 00006'53" W along said East
right-of-way line, a distance of Five Hundred Thirty -Eight and
Seventy -One Hundredths (538.71) Feet: thence S 89046'54f1 East,
parallel with the South line of said Southeast Quarter (SE/4)
a distance of Seven Hundred Eighty -Six and Thirty Hundredths
(786.30) Feet to the East line of said Southeast Quarter (SE/4);
thence S 00050'15" W along said East line a distance of Three
Hundred Seventy -Five and Ten Hundredths (375.10) Feet to the
point of beginning;
Said tract being subject to a drainage easement along the East
line of said Southeast Quarter;
Said tract of land containing ten and forty-nine hundredths
(10.49) acres.
Exhibit "A11
ARBITRAGE CERTIFICATE
We, the undersigned, Jack Weisgerber, Mayor, and D. L.
Harrison, Clerk of the City of Salina, Saline County, Kansas,
(the "Issuer"), reasonably expect as of the date of issue of
the Salina, Kansas, The Lee Company Industrial Revenue Bonds
of 1974, in the principal amount of $800,000 (the "Bonds") that
the following will occur:
(1) Within six months after the date of issue of the
Bonds, the Issuer will incur a substantial binding
obligation to commence such project to be financed by
the Bonds.
(2) Work on the project will proceed thereafter with due
diligence to completion.
(3) At least 85% of the spendable proceeds of the Bonds
will be expended for project costs by the third anniversary
of the date of issue of the Bonds.
(4) Property financed by the Bonds has not been and is not
expected during the life of the Bonds to be sold or
otherwise disposed of, in whole or in part, prior to the
last maturity of the Bonds.
(5) The estimated cost of the project, reduced by the
amount of other funds available for such project, will
equal or exceed the amounts borrowed for the project to be
financed by the Bonds.
(6) On the basis of the foregoing, it is not expected
that the proceeds of the Bonds will be used in a manner
that would cause the Bonds to be arbitrage bonds under
Section 103(d) of the Internal Revenue Code.
(7) To the best of the knowledge and belief of the
undersigned, there are no other facts, estimates or
circumstances which would materially change the foregoing
conclusion.
(8) The Issuer has not been notified of any listing or
proposed listing of it by the Internal Revenue Service as
an issuer whose arbitrage certificates may not be relied
upon.
(9) The undersigned are
officers of the
Issuer charged
with the responsibility
for issuing the
Bonds.
IN WITNESS WHEREOF, the
City of Salina,
Kansas, has caused
this Arbitrage Certificate to
be executed on
its behalf by its
Mayor, attested by its City Clerk
and has caused
its seal to be
hereunder affixed this 4th day
of March
1974.
,
CITY
OF SALINA, ANSAS
BY:
a Weisger
, Mayor
c
D. L. Harrison,
City Clerk