8257 IRB Javelin CorpRecitals
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
Schedule 1
ORDINANCE NO. 82,57 OF THE CITY OF SALINA, KANSAS
(JAVELIN CORPORATION INDUS`T'RIAL PROJECT)
INDEX
-----------------------------------------------
Authority to Acquire Real Property and to Con-
struct and Purchase Facility -------------------
Authorization of and Security for the Bonds ----
Description and Details of the Bonds,
Designation of Paying Agent --------------------
Redemption and Payment of Bonds Prior to
Maturity ------------------------
Notice of Redemption ---------------------------
Method of Execution of Bonds -------------------
Form of Bond -----------------------------------
Execution and Delivery of the Bonds, Deposit
of Bond Proceeds, Designation of Fiscal Agent --
Construction Fund ------------------------------
Principal and Interest Account -----------------
Covenant to Redeem Bonds-----------------------
Investments------------------------------------
Particular Covenants of the City---------------
Amendments-------------------------------------
Enforcement------------------------------------
Declaration of Maturity of Bonds in the Event
ofDefault-------------------------------------
Defeasance-------------------------------------
List of Bondholders ----------------------------
Provisions Relating to the Fiscal Agent --------
Authorization of Lease-------------------------
Severability-----------------------------------
Conveyance of Facility -------------------------
Effective Date ---------------------------------
Description of Property
Page
1
2
2
3
5
6
13
13
14
14
15
15
20
21
21
22
23
24
26
26
27
27
October 20, 1972 - 2
ORDINANCE NO. 82.57
AN ORDINANCE.AUTHORIZING THE CITY OF SALINA, KANSAS, TO ACQUIRE THE
REAL PROPERTY HEREINAFTER DESCRIBED AND TO CONSTRUCT AND PURCHASE
BUILDINGS, IMPROVEMENTS, MACHINERY AND EQUIPMENT TO BE LEASED TO
JAVELIN CORPORATION, AUTHORIZING AND DIRECTING THE ISSUANCE OF
$400,000 PRINCIPAL AMOUNT OF INDUSTRIAL REVENUE BONDS, SERIES
SEPTEMBER 1, 19725 OF SAID CITY FOR THE PURPOSE OF PROVIDING FUNDS
TO PAY THE COST OF ACQUIRING THE REAL PROPERTY HEREINAFTER DESCRIBED
AND TO CONSTRUCT AND PURCHASE BUILDINGS, IMPROVEMENTS, MACHINERY AND
EQUIPMENT TO BE LEASED TO JAVELIN CORPORATION, PRESCRIBING THE FORM
AND AUTHORIZING THE EXECUTION OF A LEASE BY AND BETWEEN SAID CITY
AND SAID COMPANY.
WHEREAS, the City of Salina, Kansas, hereinafter sometimes
referred to as the "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
inhabitants that industrial revenue bonds of the City be authorized
and issued, for the purpose of providing funds to pay the cost of
acquiring real property and to construct and purchase buildings,
improvements, machinery and equipment to be leased to Javelin
Corporation, a Minnesota corporation, qualified to do business
in Kansas, hereinafter sometimes referred to as the "Company";
and
WHEREAS, the City will acquire prior to or concurrently
with the issuance of the Bonds herein authorized the real property
hereinafter described;
NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF
THE CITY OF SALINA, KANSAS:
Section 1. Authority to Acquire Real Property and to
of Kansas; and
WHEREAS,
pursuant
to the provisions of K.S.A. 12-1740 to 12-
1749, as amended,
said City
is authorized to issue industrial revenue
bonds of the City,
and it is
hereby found and determined to be ad-
visable and in the
interest
and for the welfare of the City and its
inhabitants that industrial revenue bonds of the City be authorized
and issued, for the purpose of providing funds to pay the cost of
acquiring real property and to construct and purchase buildings,
improvements, machinery and equipment to be leased to Javelin
Corporation, a Minnesota corporation, qualified to do business
in Kansas, hereinafter sometimes referred to as the "Company";
and
WHEREAS, the City will acquire prior to or concurrently
with the issuance of the Bonds herein authorized the real property
hereinafter described;
NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF
THE CITY OF SALINA, KANSAS:
Section 1. Authority to Acquire Real Property and to
Construct and Purchase Facidit . The City of Salina, Kansas, is hereby
authorized to acquire the real property described and set forth
in Schedule 1 attached hereto and made a part hereof and to con-
struct and purchase buildings, improvements, machinery and equipment
described in said Schedule 1, said real estate, buildings, improve-
ments, machinery and equipment being sometimes hereinafter de-
scribed as the "Facility," in accordance with the provisions of
the Lease dated as of October 1, 1972, between said City and said
Javelin Corporation, hereinafter sometimes referred to as the
"Lease," said Lease being authorized by the provisions of this
Ordinance (said real property being referred to in the Lease as
the "Land" and said Land, buildings, improvements, machinery and
equipment also being referred to in the Lease as the Facility) all
at an amount which will not exceed the cost of $400,000 to said
City.
Section 2. Authorization of and Security for the Bonds.
For the purpose of providing funds to pay the cost of acquiring the
real property described in said Schedule 1 and to construct and
purchase buildings, improvements, machinery and equipment to be
leased to Javelin Corporation, a Minnesota corporation, there
shall be issued and hereby are authorized and directed to be issued
a series of Industrial Revenue Bonds, Series October 1, 1972, of the
City of Salina, Kansas, in the principal amount of $400,000. Said
Bonds herein authorized, hereinafter sometimes referred to as the
"Bonds," and all interest thereon shall be paid solely from the
money and revenue received from the fees charged and rental received
for the use of the Facility and not from any other fund or source.
The City hereby pledges the Facility and the net earnings therefrom
to the payment of the Bonds and the interest thereon.
Section 3. Description and Details of the Bonds,
-2-
•
•
Designation of Paying Agent. Said Industrial Revenue Bonds, Series
October 1, 1972, of the City of Salina, Kansas, shall consist of
coupon Bonds, numbered from 1 to 80, inclusive, each of said Bonds
being in the denomination of $5,000. All of said Bonds shall be
dated October 1, 1972, and said Bonds shall become due serially
on February 1 in each year, and shall bear interest from date as
follows:
Maturity Interest
Numbers Amount February 1 Rate
1- 8 $40,000 1974 5%
9- 16 40,000 1975 5%
17- 24 40,000 1976 5%
25- 32 40,000 1977 5 1/2%
33- 40 40,000 1978 5 1/2%
41- 48 40,000 1979 5 1/2%
59- 56 40,000 1980 6%
57- 64 40,000 1981 6%
65- 72 40,000 1982 6%
73- 80 40,000 1983 6%
Said Bonds shall bear interest from date payable February
1, 1973 and thereafter semiannually on August 1 and February 1 in
each year.
Said Bonds and the interest coupons to be attached
thereto shall be payable in lawful money of the United States of
America at The First National Bank of St. Paul, St. Paul, Minnesota,
hereby designated as the City's paying agent for the payment
of the principal of and interest on the Bonds and herein sometimes
referred to as the "Paying Agent".
Section 4. Redemption and Payment of Bonds Prior to
Maturity. Said Bonds shall be subject to redemption and payment
prior to the stated maturity thereof, after the notice specified in
Section 5 of this Ordinance, as follows:
A. Each of said Bonds shall be subject
to redemption and payment at the option of the City,
upon instructions from the Company, on any interest
-3-
payment date upon any of the following conditions or
events, provided all of said Bonds are redeemed and
paid according to their terms: (1) if title to, or
the use for a limited period of, substantially all
of the Facility subject to said Lease be condemned
by any authority having the power of eminent domain;
(2) if substantially all of the Facility be damaged
or destroyed by fire or other casualty; or (3) if
as a result of changes in the Constitution of the
State of Kansas, or of legislative or administrative
action by the State of Kansas or any political sub-
division thereof, or by the United States, or by
reason of any action instituted in any court, the
Lease herein authorized shall become void or
unenforceable, or
impossible
of performance
with-
out unreasonable
delay, or in
any other way,
by
reason of such change of circumstances, unreasonable
burdens or excessive liabilities are imposed on
the Company or the City. The redemption price for
Bonds redeemed pursuant to this paragraph shall be
the principal amount of Bonds so redeemed, plus
accrued interest thereon to date fixed for redemption
and payment, together with a premium of 5% of the
principal amount of Bonds so called for redemption
and payment.
B. Each of said Bonds maturing in the year
1979, and thereafter shall also be subject to redemption
and payment at the option of the City, upon instruc-
tions from the Company in whole or in part, on
February 1,1978, or on any interest payment date
-4-
0
thereafter at the principal amount thereof plus
accrued interest to the redemption date, together
with a premium of 1% of the principal amount of
Bonds so redeemed and paid. Bonds to be redeemed
and paid pursuant to this paragraph of this
Ordinance shall be redeemed in inverse order of
maturity, Bonds of less than a full maturity to be
selected by lot in such equitable manner as may be
selected by the Fiscal Agent hereinafter desig-
nated.
Section 5. Notice of Redemption. Notice of any redemption
provided for by this Ordinance shall be given in the name of the City
by the City, the Company or the Fiscal Agent by United States regis-
tered mail to the Paying Agent herein designated and to the original
underwriter, or manager of the original underwriters, purchasing
Bonds, such notice to be mailed at least 30 days prior to the date
fixed for redemption and payment and to specify the numbers of the
Bonds to be redeemed and paid. Notice of any such redemption shall
also be published once not less than 30 days prior to the date fixed
for redemption in some financial journal published and of general
circulation in New York, New York. Notice of any such redemption
shall also be given by mail in the manner hereinbefore specified
to any bondholder who files his name with the Fiscal Agent pursuant
to Section 18 of this Ordinance, provided that the failure to give
any notice by mail as herein specified shall not affect the validity
of any such call for redemption. Interest shall cease on any of
said Bonds so called for redemption and payment as of the redemption
date, provided funds are available to pay the same according to their
terms. Notice of any redemption as herein provided shall be given upon,
but only upon, written instructions from the Company, as long as
-5-
1
1
1
the Company is not in default in the payment of Basic Rent due
under the Lease.
Section 6. Method of Execution of Bonds. Said Bonds and
each of them shall be executed for and on behalf of the City by
the facsimile signature of its Mayor and attested by the facsimile
signature of its City Clerk, with the seal of the City affixed.
Interest coupons shall be attached to the Bonds representing the
interest to mature thereon, and said interest coupons shall bear
the facsimile signatures of the Mayor and City Clerk of said City.
Said Bonds and each of them shall be registered in the office of
the City Clerk which registration shall be evidenced by a certificate
on the reverse face thereof bearing the manual signature of the
City Clerk. In the event either said Mayor or City Clerk or both
of said officers shall cease to hold such office before the Bonds
and coupons bearing their signatures shall have been issued and
delivered, said Bonds may be issued as though said officers had not
ceased to hold office and such signatures appearing on said Bonds,
coupons and registration certificates shall be valid and sufficient
for all purposes as if they had remained in office until such
Issuance.
Section 7.
Form of Bond.
Each of said Bonds and interest
coupons and the certificate attached thereto shall be in substantially
the following form:
1
No.
$5,000
UNITED STATES OF AMERICA
STATE OF KANSAS
COUNTY OF SALINE
CITY OF SALINA
INDUSTRIAL REVENUE BOND
SERIES OCTOBER 1, 1972
KNOW ALL MEN BY THESE PRESENTS: That the City of Salina
in the County of Saline, State of Kansas, for value received, here-
by promises to pay, out of the revenues hereinafter specified, to
the bearer, the sum of
FIVE THOUSAND DOLLARS
in lawful money of the United States of America, on the first day
of Februar y,19_, and to pay interest thereon from the date hereof at
the rate of per cent (_%) per annum, payable February 1,
1973 and thereafter semiannually on August 1 and February 1 in each
year after the date hereof until the 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 of St. Paul, St. Paul, Minnesota.
THIS BOND is one of an authorized series of Bonds ag-
gregating the principal amount of $400,000 authorized by Ordinance
of said City (the "Ordinance") for the purpose of providing funds to
pay the cost of acquiring real property and constructing and purchasing
buildings, improvements, machinery and equipment (hereinafter some-
times referred to as the "Facility," said Facility being further
identified in the Ordinance) to be leased to Javelin Corpora-
tion, a Minnesota corporation (the "Company"), pursuant to
a Lease dated October 1, 1972 (the "Lease") by and between
said City and said Company, by the authority of and in conformity
-7-
1
1
1
•
with the provisions, restrictions and limitations of the Constitution
and statutes of the State of Kansas, including K.S.A. 12-1740 to
12-1749, and all amendments thereof and acts supplemental thereto,
and all other provisions of the laws of said State applicable
thereto and this Bond and all interest hereon are to be paid by
said City of Salina, Kansas, solely and only from the money and
revenue received from the fees charged and rental received for
the use of the Facility under said Lease and not from any other
fund or source. Pursuant to the provisions of said statute, the
governing body of the City has pledged said Facility and the net
earnings therefrom to the payment of the series of Bonds of which
this Bond is a part and the interest thereon. Reference is hereby
made to the Ordinance and to the Lease for a description of the
Facility and the covenants of the City and the Company with
respect to the payment, collection, segregation and application
of the money and revenue received from the fees charged and
rental received for the use of said Facility, the rights, duties
and obligations of the City and the Company with respect thereto
and otherwise and the rights of the holders of this Bond.
Each of the Bonds of the series of which this Bond is
one is subject to redemption and payment prior to maturity on
any interest payment date at the option of the City upon the
following conditions or events, provided all of said Bonds are
redeemed and paid according to their terms: (1) if title to,
or the use for a limited period of, substantially all of the Facility
be condemned by any authority having the power of eminent domain;
(2) if substantially all of the Facility is damaged or destroyed
by fire or other casualty; or (3) if as a result of changes in
the Constitution of the State of Kansas or of legislative or
administrative action by the State of Kansas or any political
subdivision thereof, or by the United States, or by reason of any
action instituted in any court, the Lease shall become void or
unenforceable or impossible of performance without unreasonable
delay, or in any other way by reason of such circumstances, un-
reasonable burdens or excessive liabilities are imposed on the
Company or the City. The redemption price for Bonds redeemed
pursuant to this paragraph shall be the principal amount of Bonds
so redeemed, plus accrued interest thereon to and including the
date fixed for redemption and payment, together with a premium of
5% of the principal amount of Bonds so called for redemption
and payment.
Each of the Bonds of the series of which this Bond is one
maturing in the year 1979 and thereafter is subject to redemption
and payment at the option of the City, in whole or in part, on
February 1, 1978 or on any interest payment date thereafter, at the
principal amount thereof plus accrued interest to the redemption
date, together with a premium of 1% of the principal amount of
Bonds so redeemed and paid. Bonds to be redeemed pursuant to this
paragraph shall be redeemed in inverse order of maturity, Bonds of
less than a full maturity to be selected by lot in the manner specified
in the Ordinance authorizing this Bond.
Notice of the City's intention to redeem and pay said
Bonds pursuant to any of the redemption provisions aforesaid,
specifying the numbers of the Bonds to be redeemed and paid, shall
be given by United States registered mail to the Paying Agent named
herein not less than 30 days prior to the date fixed for redemption
and payment. Notice of any such redemption shall also be published
once not less than 30 days prior to the date fixed for redemption in
some financial journal published and of general circulation in New
York, New York.
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 dated this first
day of October, 1972.
ATTEST:
1
(facsimile)
City Clerk
-10-
(facsimile)
Mayor
1
1
9 .
(FORM OF COUPON)
Coupon
No.
First Coupon for 4 months due
February 1, 1973. Other
Coupons for 6 months due
August 1 and February 1
February,
)
On the First day of August, 19 , unless the
) 1, 19
Bond to which this coupon is attached be called for
)
redemption and payment duly made or provided for, the
) ------------------
)
) City Salina,
Cit of Salina Kansas will
Y , , pay bearer, solely from
s
) Kansas
the money and revenue received from the fees charged
)
and rental received for the use of the Facility
) Industrial Revenue
Bond, Series
described in the Bond to which this coupon is
) October 1, 1972
attached, and not from any other fund or source, the
) ------------------
amount shown hereon, in lawful money of the United
)
States of America, at The First National Bank of
) $
St. Paul, St. Paul, Minnesota, being interest due on )
its Industrial Revenue Bond, Series October 1, 1972,
)
dated October 11, 1972, No.
)
(facsimile) )
Mayor )
ATTEST: )
(facsimile) )
City Clerk )
-11-
1
Ll
STATE OF KANSAS )
) SS.
COUNTY OF SALINE )
I, the undersigned, City Clerk of the City of Salina,
Kansas, hereby certify that the within Industrial Revenue Bond,
Series October 1, 1972 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
, 1972.
-12-
City Clerk
Fj
11
Section 8. Execution and Delivery of the Bonds, Deposit
of Bond Proceeds, Designation of Fiscal Agent. The Mayor and City
Clerk are hereby authorized and directed to prepare and execute, in
the manner hereinbefore specified, the Bonds herein authorized,
and to deliver said Bonds to Piper, Jaffray and Hopwood of
Minneapolis, Minnesota, the purchaser thereof, on payment of the
purchase price, in accordance with the contract covering the
purchase and sale of said Bonds, which contract the Mayor and City
Clerk of said City are hereby authorized and directed to execute
for and on behalf of said City. The proceeds of said Bonds shall
be deposited with The First National Bank and Trust Company of
Salina, Salina, Kansas, hereby designated as the City's Fiscal
Agent and herein referred to as the "Fiscal Agent", the rights and
duties of said Fiscal Agent being further specified in Section 19
of this Ordinance.
Section 9.
Construction Fund.
There is hereby authorized
and ordered to be established in the hands of the Fiscal Agent a
separate fund or account designated as "City of Salina, Kansas,
Javelin Corporation Construction Fund", hereinafter referred to
as the "Construction Fund". The Fiscal Agent shall, first, promptly
pay from the proceeds of the sale of said Bonds into the Principal
and Interest Account for Industrial Revenue Bonds, Series October 1,
1972, dated October 1, 1972, hereinafter created, the amount of any
accrued interest and premium, if any, received from such sale. The
balance of the proceeds of the sale of said Bonds shall be deposited
in said Construction Fund. Said Construction Fund shall be used for
the purpose of providing funds to pay the cost of acquiring real
property and to construct and purchase buildings, improvements,
-13-
machinery and equipment to be leased to Javelin Corporation, a
Corporation, as provided in said
Lease.
Any
moneys not
required
for
said purpose
shall, when the
Facility
is
complete as
provided
in
the Lease, be
deposited by the
Fiscal Agent in said Principal and Interest Account.
Section 10.
Principal and Interest Account. There is
hereby authorized and ordered to be established in the hands of
the Fiscal Agent a separate account to be known as the "City of
Salina, Kansas, Principal and Interest Account for Industrial
Revenue Bonds, Series October 1, 1972, dated October 1, 1972111
hereinafter referred to as the "Principal and Interest Account." The
City covenants and agrees that from and after the delivery of any of
the Revenue Bonds herein authorized and continuing so long as any
of said Bonds shall remain outstanding, said City will maintain
said Account with the Fiscal Agent. All payments of Basic Rent
and Additional Rent due under said Lease between the City and the
Company intended to pay the principal of and interest on the Bonds
shall be applied and allocated by the Fiscal Agent to said Principal
and Interest Account. All amounts credited to and deposited in said
Principal and Interest Account shall be used by the Fiscal Agent
and forwarded to the Paying Agent for the sole purpose of paying
the principal of and interest on the Revenue Bonds herein authorized
as and when the same become due or are called for redemption and
payment. Any balance remaining in said Principal and Interest
Account, including interest earned on deposits made into said Account
as prepayments of rent due under Article II of said Lease, shall,
when said Bonds have been paid, or payment provided for, be paid
to the Company.
Section 11. Covenant to Redeem Bonds. When moneys accumu-
lated in said Principal and Interest Account shall aggregate an amount
-14-
•
•
sufficient to pay the principal of all of the Bonds then outstanding,
and all interest accrued to date fixed for redemption and payment,
and redemption premium, if any, and when said Bonds become subject
to redemption, said City shall, upon receipt of instructions from
the Company, proceed to give notice of such redemption in the manner
herein specified, and said Fiscal Agent shall use such funds for
said purpose.
Section 12. Investments. Moneys in the Construction Fund
shall, upon instructions from the Company, be invested by the Fiscal
Agent in direct obligations of the United States Government, or
agencies thereof, becoming due within twelve months from the date of
purchase. Moneys allocated and credited to and deposited in the
Principal and Interest Account in any amount in excess of the
amount necessary to pay the amount of principal and interest next
becoming due shall be invested by the Fiscal Agent, upon instructions
from the Company, in direct obligations of the United States Govern-
ment, or agencies thereof, becoming due not later than January 15,
1983. No investment shall be made pursuant to this Section for a
period longer than the time the Fiscal Agent shall determine that
said funds are not required for the purpose for which they are in-
tended. All interest on investments held in any fund or account shall
accrue to and become a part of such fund or account so invested.
Section 13. Particular Covenants of the City. So long as
any of the principal of and interest on the Bonds herein authorized
remain outstanding and unpaid, or provisions made for the payment
thereof, the City covenants with each of the holders and owners of
said Bonds as follows:
(A) The City will comply fully with all the
terms, provisions and conditions of the Lease
which require performance by, or impose duties
-15-
•
-16-
on, the City and that it will not permit any de-
fault to occur on the part of the City; that it
will fully and promptly enforce all of the terms,
provisions and conditions of the Lease which
require performance by, or impose duties on, the
Company and in the event of the occurrence of a
default, as defined in the Lease, will exercise
all rights and remedies conferred by the Lease
for the full and complete protection of the
security and rights of the bondholders and, to
the extent permitted by the Lease, will use its
best efforts to procure a new tenant or tenants
for the leased property under lease provisions
which will provide funds sufficient in amount
to make the rental payments and other charges
which the Company is required to make under the
Lease. If the City is unable to procure a new
tenant who will enter into such a lease the City
may, with the consent of the holders of not less
than sixty-six and two-thirds per cent (66 2/3%)
of the Bonds herein authorized at the time out-
standing, sell the Facility leased at a price
not less than the amount of the then outstanding
Bonds plus interest then unpaid.
(B) The City will enforce collection of the
rental payment and other charges in the amounts
and at the time set forth in the Lease authorized
hereby 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
-16-
1
L
•
LJ
change or alter the time or times when the same
are due and payable under the Lease. The City's
obligation to pay the expenses of such enforcement
shall be limited to funds made available to it for
that purpose by the holders of the Bonds or other
interested parties.
(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, modifica-
tion or termination of said Lease, except as provided
therein, which will in any manner affect adversely
the rights, remedies or interest of the bondholder,
nor will it consent to any merger, consolidation,
dissolution or liquidation by the Company, except
to the extent provided in the Lease.
(D) Any purchase price of the lease property,
any proceeds of condemnation awards or insurance
proceeds, any of which are received by the City
pursuant to the termination of the Lease, or any
other funds intended for the purpose of paying the
Bonds will be used solely and exclusively to pay
the Bonds herein authorized and the interest thereon
according to their terms or to redeem and pay any
of the Bonds then outstanding and unpaid then subject
to redemption and payment. Upon receipt of any such
funds, and as soon as the Bonds are subject to re-
demption and payment, the City shall proceed promptly
to call the Bonds for redemption and payment according
to their terms and shall give notice, or cause notice
to be given thereof, as provided for by the terms of
-17-
this Ordinance. Such funds shall be deposited with the
Fiscal Agent, and the same shall be used solely for
the payment of the Bonds herein authorized, accrued
interest thereon, any premium provided for by this
Ordinance and the charges of the Paying Agent and the
Fiscal Agent for paying the same.
(E) The City will not issue any other obligations
payable from payments by the Company, pursuant to the
Lease, nor voluntarily create or cause to be created
any debt, lien, pledge, assignment, encumbrance, or
any other charge on said payments or on the property
subject to said Lease nor will it, unless required by
law or by the terms of said Lease, sell or otherwise
dispose of the Facility or any part thereof; provided,
however, that said City may issue from time to time
additional industrial revenue bonds for the pur-
pose of completing the construction or acquisition
thereof or extending and improving the same on the
land herein referred to, provided the following
terms and conditions are met:
(i) The City shall have entered
into a lease or agreement with the Com-
pany with rentals or payments at least
sufficient to pay the principal of and
interest on said additional bonds as
the same become due.
(ii) The Company is not in default
in the payment of rent due under the
Lease.
(iii) The issuance of said additional
u
bonds shall not affect the exemption from
Federal income taxation of the interest
on
the
Bonds
herein
authorized.
In
the
event
of the
issuance of any such addi-
tional bonds the City may pledge the Facility and the
net earnings therefrom to the payment of such additional
bonds and the interest thereon, provided the City also
pledges the additional extensions and improvements
and the net earnings therefrom, constructed or pur-
chased out of the proceeds of such additional bonds,
to the payment of the Bonds herein authorized and
the interest thereon.
-19-
(F) The City will cause the Company to keep
constantly insured all buildings and improvements from
time to time constituting a part of the property and
premises leased to the Company in the
manner provided
for by the Lease herein authorized. The City's share
of the proceeds of any such insurance policies
shall be payable to and deposited with the Fiscal
Agent as Insurance Trustee. Any of the proceeds
of such policies shall be used and applied in the
manner set forth in said Lease.
(G) The City will cause the Fiscal Agent to
maintain adequate records and accounts relating
to the Facility, separate and apart from all
other records or accounts of the City or the Fiscal
Agent, and such records and accounts shall be main-
tained in accordance with generally accepted
principles of accounting and shall include complete
details of all financial transactions related to
-19-
171
the Bonds authorized herein and the leased facilities.
Such records and accounts shall be specifically
designed and maintained to show whether or not the
provisions of this Ordinance and the Lease referred
to herein are being complied with. Such books and
records shall be available for inspection by the
agents of the Company or any of the holders of the
Bonds authorized herein during the regular business
hours of the City or the Fiscal Agent.
Section 14. Amendments. The provisions of the Bonds
authorized by this Ordinance and the provisions of this Ordinance
may be modified or amended at any time by the City with the written
consent of the holders of not less than sixty-six and two-thirds
per cent (66 2/3%) in aggregate principal amount of the Bonds
herein authorized at the time outstanding, provided that no such
modification or amendment shall permit or be construed as per-
mitting: (a) the modification of any duties or responsibilities
of the Fiscal Agent unless it consents thereto, (b) the extension
of the maturity of the principal of any of the Bonds issued here-
under, or the extension of the maturity of the interest on any
Bonds issued hereunder, (c) a reduction in the principal amount
of any Bonds or the rate of interest thereon, or (d) a reduction
in the aggregate principal amount of Bonds, the consent of the
holder of which is required for any such amendment or modification.
Any provision of the Bonds or of this Ordinance may, however, be
modified or amended in any respect with the written consent of the
holders of all of the Bonds then outstanding. Amendments to this
Ordinance which correct omissions or ambiguities or which add to
the security of the bondholders may be made by the City when
agreed to by the Company. Every amendment or modification of a
-20-
provision of the Bonds or of this Ordinance to which the written
consent of the bondholders is given as above provided shall be
expressed in an ordinance of the City amending or supplementing
the provisions of this Ordinance and shall be deemed to be a part
of this Ordinance. It shall not be necessary to note on any of the
outstanding Bonds any reference to such amendment or modification,
if any. Upon payment of the reasonable cost of preparing the same,
a certified copy of every such amendatory or supplemental ordinance,
if any, and a certified copy of this Ordinance will be sent by the
City Clerk to any such bondholder or prospective bondholder request-
ing the same.
The Lease herein authorized may be amended by the City
and the Company as provided therein, except as to rent or certain
other matters which may be made only with the consent of a specified
percentage of the holders of the then outstanding Bonds.
Section 15. Enforcement. The provisions of this Ordinance
shall constitute a contract between the City and the holders of the
Bonds herein authorized, and the holder of any one or more of said
Bonds may sue to recover interest or principal which has not been
paid according to the terms of said Bond. The holders of 25% of
the principal amount of Bonds then outstanding 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 obliga-
tions required by this Ordinance to be done or performed by said
City or by said Company. Nothing contained in this Ordinance
shall, however, be construed to impose on said City any duty or
obligation to levy any taxes either to meet any obligation contained
herein or to pay the principal of or interest on the Bonds of the
City herein authorized.
Section 16. Declaration of Futurity of Bonds in the Event
-21-
•
of Default. In the event the principal of or interest on the Bonds
herein authorized is not paid according to the terms thereof either
on maturity or upon call for redemption, then the holders of 250 of
the principal amount of Bonds then outstanding may, by written notice
given to the Mayor or City Clerk, declare the principal of all the
Bonds herein authorized then outstanding to be due and payable
immediately, and upon such declaration given as aforesaid, all of
said Bonds shall be immediately due and payable, anything in said
Bonds or in the Ordinance contained to the contrary notwithstanding.
This provision, however, is subject to the condition that if at any
time thereafter, all arrears of interest, except interest accrued
but not yet due, and all arrears of principal shall have been paid
in full, then in every such case, the holders of a majority in
principal amount of the Bonds then outstanding, by written notice
to the Mayor or City Clerk, may rescind and annul such declaration
and its consequences, but no such rescission or annulment shall
extend to or affect any subsequent default or impair any rights
consequent thereon.
Section 17. Defeasance. When all of the Bonds of the
City herein authorized and all coupons representing interest thereon
shall have been paid and discharged, then the requirements contained
herein and the pledge of revenues made hereunder and all other rights
granted hereby, shall cease and determine. Bonds and coupons shall
be deemed to have been paid and discharged within the meaning of
this Ordinance and within the meaning of the Lease authorized by
this Ordinance when there shall have been deposited with the fiscal
Agent at or prior to the maturity or redemption date of said Bonds
and coupons, in trust for and irrevocably appropriated thereto,
sufficient moneys for the payment of the principal thereof and
interest accrued to the date of maturity or redemption, as the case
-22-
1
1
1
•
may be, or if default in such payment shall have occurred on such
date, then to the date of the tender of such payments; provided,
always, that if any such Bonds shall be redeemed prior to the
maturity thereof, the City shall have elected to redeem such Bonds
and notice of such redemption shall have been given. Any moneys
which at any time shall be deposited with the said Fiscal Agent by
or on behalf of the City, for the purpose of paying and discharging
any of the Bonds or coupons, shall be, and are hereby, assigned,
transferred and set over to such Fiscal Agent in trust for the
respective holders of the Bonds and coupons, and such moneys shall
be and are hereby irrevocably appropriated to the payment and dis-
charge thereof. If, through lapse of time or otherwise, the holders
of said Bonds or coupons shall no longer be entitled to enforce pay-
ment of their obligations, then, in such event, it shall be the duty
of said bank forthwith to return said funds to the City. All moneys
deposited with such Fiscal Agent shall be deemed to be deposited in
accordance with and subject to all of the provisions contained in
this Ordinance.
Section 18.
List of Bondholders.
To the extent that such
information shall be made known to the City under the terms of this
Section 18, it will keep on file at the principal office of the Fiscal
Agent a list of names and addresses of the last known holders of all
Bonds payable to bearer and believed to be held by each of such last
known holders. Any bondholder may request that his name and address
be placed on said list by filing a written request with the City
or with the Fiscal Agent, which request shall include a statement
of the principal amount of Bonds held by such holder and the numbers
of such Bonds. The Fiscal Agent shall be under no responsibility
with regard to the accuracy of said list. At reasonable times and
under reasonable regulations, established by the Fiscal Agent, said
-23-
1
1
1
list may be inspected and copied by the Company or by the holders
and/or owners (or a designated representative thereof) of 25% or more
in principal amount of Bonds then outstanding, such ownership and
the authority of any such designated representative to be evidenced
to the satisfaction of the Fiscal Agent.
Section 19. Provisions Relating; to the Fiscal Agent.
(A) Prior to the receipt of the Bond proceeds
pursuant to the provisions of Section 8 hereof,
the Fiscal Agent shall file with the City Clerk
its written acceptance of the duties specified in
this Ordinance and in the Lease and its agreement
to act in said capacity.
(B) The Fiscal Agent's duties and responsi-
bilities shall be limited to those expressly set
forth in this Ordinance and under the Lease.
(C) 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.
(D) The Fiscal Agent shall not be liable
with respect to any action taken or omitted to
be taken by it in good faith and, if appropriate,
-24-
upon advice of counsel who may be counsel for the
Fiscal Agent or the City or the Company.
(E) No provision contained in this Section
shall be construed to relieve the Fiscal Agent
from liability for its own negligent action, its
own negligent failure to act, or its own willful
misconduct, except that this subsection shall not
be construed to limit the effect of subsections
(B), (C) and (D) of this Section and the Fiscal
Agent shall not be liable for any error of judgment
made in good faith unless it shall be proved that
the Fiscal Agent was negligent in ascertaining the
pertinent facts.
(F) The Fiscal Agent shall have the right to
buy, sell, own, deal or trade in the Bonds or the
coupons relating thereto without giving notice
thereof to the City or the Company or any bondholder
and without incurring any liability whatsoever with
respect thereto.
(G) The Fiscal Agent may resign by an instrument
in writing delivered to the City and the Company to
take effect not sooner than 90 days after its delivery,
that of the Fiscal Agent at the time of its designation
-25-
whereupon the City,
with the consent of the Company,
shall
immediately,
in writing, designate a successor
fiscal
agent. Such
successor fiscal agent shall be a
bank,
trust company
or national banking association
which
is a member of
the Federal Reserve System and
has a
capital stock
and surplus aggregating at least
that of the Fiscal Agent at the time of its designation
-25-
hereunder. Such successor fiscal agent shall be sub-
ject to the same duties and obliF.ations 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 in suboara7ranh (A)
hereof with the City Clerk within 10 days of its
appointment.
(11) The Fiscal Agent shall be entitled to payment
or reimburse ent for reasonable fees for its ordinary
services and all advances, counsel fees and other
ordinary expenses reasonably and necessarily made or
incurred by it in connection with its ordinary services,
all such fees and expenses to be paid by the Company
as Additional Rent as specified in Article II of the
Lease.
Section 20. Authorization of Lease. The tract of land
herein referred to and the buildings and improvements to be acquired
and constructed thereon pursuant to this Ordinance shall be leased
to Javelin Corporation, a Minnesota corporation, under and
pursuant to a Lease dated October 1, 1972, substantially in the
form attached to this Ordinance and marked Exhibit A, which Lease, to-
gether with any alterations or additions necessary to correct errors
or omissions or to conform the Lease to the provisions of this
Ordinance, the Mayor and City Clerk are hereby authorized and di-
rected to execute for and on behalf of and as the act and deed of
the City.
Section 21. Severability. If any one or more of the cove-
nants, agreements or provisions of this Ordinance, or of the Lease,
should be held contrary to any express provision of law or contrary
-26-
1
to the policy of express law, though not expressly prohibited, or
against public policy, or should for any reason whatsoever be held
invalid, then such covenants, afire-ments or provisions shall be
null and void and shall be deemed -parate 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 issued hereunder, or of the Lease.
Section 22. Conveyance of Facility. Upon receipt by
the City of the purchase price of the property subject to said
Lease, title to said property shall be transferred and conveyed to
the Company as provided in the Lease and the Mayor and other
appropriate officers of said City are hereby authorized and directed
to execute such deeds, bills of sale and other instruments as may
be necessary to effect such conveyance and transfer.
Section 23. Effective Date. This Ordinance shall take
effect and be in force from and after its passage and publication
in the official City paper.
PASSED AND APPROVED by the governing body of the City of
Salina, Kansas, this day of �,�U,, , 1972.
-27-
1
1
1
SCHEDULE 1 TO LEASE DATED SEPTEMBER 1,
19724 BY AND BETWEEN THE CITY OF SALINA,
KANSAS, A14D JAVELIN CORPORATION TO ORDI-
NANCE NO. SZS� OF SAID CITY RELATING
THERETO.
(a) The following described real property:
The West One Hundred and Fifty (150)
feet of Lot Four (4) and the West One
Hundred and Fifty (150) Feet of the
South Two Hundred Thirty and Ninety -
Five Hundredths (230.95) Feet of the
North Three Hundred Eighty -Five and
Forty -One Hundredths (385.41) Feet of
Lot Five (5) all in Brown and Brown
Addition to the City of Salina, Saline
County, Kansas.
Subject to: (i) easements, restrictions and
reservations now of record, (ii) the rights of the
public in and to any part of the premises lying or
being in public roads, alleys or highways, and (iii)
taxes and assessments, general and special, not now
due or payable; and
(b) All buildings and improvements and machinery
and equipment constructed or located thereon pursuant
to Article IV of said Lease.