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8083 IRB Community Inni CONSOLIDATED-SALINA J i ORDINANCE NO. ✓,t)�3 AN ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS, TO ACQUIRE A SITE FOR A BUILDING TO BE USED FOR C0I'111ERCIAL FACILITIES AND AUTHORIZING AND DIRECTING THE ISSUANCE OF $600,000 PRINCIPAL AMOUNT OF SALINA, KANSAS, CO13'1UNITY INN AND CONVENTION CENTER REFUNDING REVENUE BONDS OF 1970, SERIES B, OF SAID CITY FOR THE PURPOSE OF REFUNDING,.REDEEMING AND PAYING OFF AN EQUAL PRINCI- PAL AMOU14T OF SALINA, KANSAS, COIt1TVIUNITY INN AND CONVENTION CENTER REVENUE BONDS OF 1907, SERIES B. WHEREAS, pursuant to pr•oceedings',duly had by the govern- ing body of the City of Salina, Kansas, said City heretofore caused to be issued an issue of Salina, Kansas, Community Inn and Convention Center Revenue Bonds of 1967, Series B, of said City in the original total principal amount of $600,000, said issue consisting of 120 bonds, numbered from 1 to 120, both inclusive, each of said bonds being in the denomination of $5,000, all of said bonds being dated July 1, 1967, said bonds having been autho- rized by Ordinance No. 7013 of said City passed October 16, 1967, and WHEREAS, all of said bonds are outstanding at this time and are subject to redemption on any interest payment date and it is necessary, expedient and advisable that'said City refund the outstanding $600,000 principal amount of s&id issue of Salina, Kansas, Community Inn and Convention Center Revenue,Bonds of 1967, Series B, dated July 1, 1967, being bonds numbered 1 to 120, in - elusive, all of said bonds becoming due on July 1, 1970 and bear- ing interest at the rate of seven and fifty! -six hundredths per cent (7.56p) per• annum, interest on said bonds being payable from date and semiannually on January 1 and July 1 in each year, both princippl April 15, 1970 r. CON SOLIDATEpD-- SyAALLINA 1 1 1 of and interest on said bonds being payable at The National Bank of America at Salina, in the City of Salib: a, Kansas, and NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS: Section 1. That for the purpos of refunding, redeem- ing and paying off $600,000 principal amount of Salina, Kansas, Community Inn and Convention Center Revenue Bonds of 1967, Series B, dated July 1, 1967, numbered 1 to 120, inclusive, hereinbefore described, there shall be issued and hereby are authorized and di- rected to be issued a series of Salina, Kansas, Community Inn and Convention Center Refunding Revenue Bonds of 1970, Series B, of the City of Salina, Kansas, in the principal amount of $600,000. Said bonds herein authorized, hereinafter sometimes referred to i as the "bonds" or the "revenue bonds', and all interest thereon j shall be paid solely from the money and revenue received from the fees charged and rental received for the use of the real estate, buildings and improvements purchased and acquired in part with the proceeds of the said bonds being refunded (sometimes herein- after described as the "Facility"), in accordance with the pro- visions of the lease dated June 1, 1970, between said City and said Salina Community Inn of America, Inc. (hereinafter sometimes I n referred to as the Lease" ), said Lease being authorized by the provisions of Ordinance No. g of said City, and not from other fund or source. The City hereby pledges the Facility and said rentals, income and other moneys therefrom to the payment of the bonds and the interest thereon. The bonds herein authorized are junior and subordinate in all respects, including the payment of interest and principal either at maturity or on call for redemption and payment, to the -2- CONSOLIDATED-SALINA 1 1 1 $900,000 principal amount of Salina, Kansas, Community Inn and jConvention Center Refunding Revenue Bonds of 1970, Series A, dated June 1, 1970, authorized by Ordinance No. SC.92 of said City, and if there shall ever be a default in the payment of principal of or interest on said Refunding Revenue Bonds of 1970, Series A, or if the City shall be in default with respect to the payment of any reserves or other payments provided for by the ordinance authorizing said Series A Bonds, the City shall make no payments on account of the principal of or interest on the bonds herein authorized until all of said defaults be cured. Section 2. Said Salina, Kansas, Community Inn and Convention Center Refunding Revenue Bonds of 1970, Series B, of the City of Salina, Kansas, shall consist of 600 bonds, numbered. from 1 to 600, inclusive, each of said bonds being in the de- nomination of $1,000. All of the said bonds shall be dated June 1, 1970, and said bonds shall be numbered, shall become due serially on July 1 in each year and shall bear interest as follows: MATURITY NUMBERS AMOUNT JULY 1 INTEREST 1 - 120 $120,000 1991 5 1/2% 121 - 240 120,000 1992 5 1/2% 361go 120,000 1993 5 1/2,% 120,000 1994 5 1/2% 481 600 120, 000 1995 5 1/2% Said bonds shall bear interest from date payable July 1, 1971 and thereafter annually on July 1 in each year, at the rate hereinabove specified. Each of said bonds numbered 1 to 600, inclusive, may be called for redemption and payment at the option of said City in whole or in part, in inverse numerical order, July 1, 19715 f -3- i CONSOLIDATED-SALINA 1 11 rl or on any interest payment date thereafter at the par value thereof, plus accrued interest thereon to date fixed for redemp- tion and payment, without premium. None of the bonds herein authorized shall be called for redemption and payment as long as any of the Salina, Kansas, Com- munity Inn and Convention Center Refunding Revenue Bonds of 1970, Series A, dated June 1, 1970, remain outstanding and unpaid, or provision made for the payment thereof. Notice of any redemption provided for by this Ordinance shall be given by United States registered mail to the paying agent herein designated, 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. Interest shall cease on any of said bonds so called for redemption and pay- j j ment as of the redemption date, provided funds are available to i pay the same according to their terms. Said bonds and interest coupons to be attached thereto as hereinafter provided shall be payable in lawful money of the j 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". Section 3. Said bonds and each of them shall be executed II � 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 said 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. Section 4. Each of said Bonds and interest coupons and i -4- CONSOLIDATED-SALINA 1 u 1 the certificates attached thereto shall be in substantially the following form: No. $1,000 UNITED STATES OF AMERICA STATE OF KANSAS COUNTY OF SALINE CITY OF SALINA SALINA, KANSAS, COMMUNITY INN AND CONVENTION CENTER REFUNDING REVENUE BOND OF 1970 SERIES B KNOW ALL MEN BY THESE PRESENTS: That the City of.Salina, in the County of Saline, State of Kansas, for value received, hereby promises to pay, out of the revenues hereinafter specified, to the bearer the sum of ONE THOUSAND DOLLARS in lawful money of the United States of America, on the first day of July, 19 , and to pay interest thereon from the date hereof at the rate of five and one-half per cent (5 1/2/) per annum, payable July 1, 1971, and thereafter annually on July 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 National Bank of America at Salina, in the City of Salina, Kansas. THIS BOND is one of an authorized series of 600 bonds of like date and tenor, except as to number, privilege of redemption and maturity, aggregating the principal amount of $600,000, numbered from l to 600, inclusive, each in the denomination of $1,000, authorized by ordinance of said City, issued for the purpose of re- funding, redeeming and paying off an equal principal amount of Salina, Kansas, Community Inn and Convention Center Revenue Bonds of i -5- CONSOLIDATED -SALIVA 1 1 1967, Series B, said bonds having been issued by said City for the purpose of purchasing and acquiring commercial facilities (said site and building hereinafter sometimes referred to as the "Facility") to be leased to Salina Community Inn of America, Inc., a Kansas corporation, by the authority of and in conformity with the provisions, restrictions and limitations of the Constitution and statutes of the State of Kansas, including K.S.A. 12-1740 to 12-1749, and all amendments thereof and acts supplemental thereto, and all other provisions of the laws of said State applicable thereto, and this bond and all interest hereon are to be paid by said City of Salina, Kansas, solely and only from the money and revenue received from the fees charged and rental received for the use of the Facility and not from any other fund or source. Pur- suant to the provisions of said statute, the governing body of the City has pledged said Facility and said rentals, income and other moneys 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 aforesaid and to said Lease for a description of the covenants of the City with respect to the collection, segregation and application of the revenues of said Facility, the nature and extent of the security of said bonds, the rights of the City to issue additional bonds to finance the Facility, the rights, duties and obligations of the City and of the Fiscal Agent with respect thereto, and the rights of the holders thereof.. At the option of the City, bonds numbered 1 to 600, in - elusive, of the series of bonds of which this bond is one, may be called for redemption and payment prior to maturity, in whole or in part, in inverse numerical order, on July 1, 1971, or on any interest payment date thereafter, at the par value thereof and ac - IM C6NSOLIDATED-SALINA City Clerk, and its corporate seal to be hereto affixed and the in- _7_ trued interest to date of redemption, without premium. None of the series of bonds of which this bond is one shall be called for redemption and payment as long as any of the Salina, Kansas, Community Inn and Convention Center Refunding Revenue Bonds of 1970, Series A. dated June 1, 1970, remain out- standing and unpaid or provision made for the payment thereof. 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 here- in named not less than 30 days prior to the date fixed for redemp- tion and payment and as otherwise provided in the bond ordinance. i This bond and the series of which it is one are junior and subordinate in all respects, including the payment of prin- cipal and interest, to an issue of Salina, Kansas, Community Inn I and Convention Center Refunding Revenue Bonds of 1970, Series A, dated June 1, 1970, in'the principal amount of $900,000, and if there shall be any default in the payment of the principal of or interest on said bonds, no payment of the principal of or interest on this bond and the series of which it is one shall be made, I until all such defaults be cured. 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 re- quired 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 in- _7_ CON SOLIDATED-SALINA i terest coupons hereto attached to be signed with the facsimile signatures of said officers, and this bond to be dated this First day of June, 1970. (facsimile) Mayor ATTEST (facsimile ) ClTy Clert ---------------------------------------------------------------------- (FORM OF COUPON) Coupon No. First Coupon for 13 months Other Coupons due July 1, for 12 months 1971 • due July 1. j Unless previously called for prior re- demption and payment thereof duly made or provided for, on the First day of July, 19 , the City of Salina, Kansas, will pay July 13 19 bearer, solely from the money and revenue ---------------------- received for the use of the Facility de - City of Salina j scribed in the bond to which this coupon is Kansas attached, and not from any other fund or Salina, Kansas,Community Inn and source, ConventionCenter Refunding Revenue Dollars, in lawful money of the United Bond of 1970Series B States of America, at The National Bank of ---------------------- America at Salina, in the City of Salina, Kansas, being interest due on its Salina, Kansas, Community Inn and Convention Center 10 CONSOLIDATED-SALINA 1 1 1 Refunding Revenue Bond of 1970, Series B, dated June 1, 1970, No. ATTEST: City C er r STATE OF KANSAS SS. COUNTY OF SALINE I. the undersigned, 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 I June, 1970. City Clerk --------------------------------------------------------------------- I Section 5. The Mayor and City Clerk are hereby autho- rized and directed to prepare and execute in the manner hereinbefore specified the Salina, Kansas, Community Inn and Convention Center Refunding Revenue Bonds of 1970, Series B. of the City herein autho- rized. Section 6. The Mayor and City Clerk are hereby autho- rized and directed to sell and deliver the Salina, Kansas, Com- munity Inn and Convention Center Refunding Revenue Bonds of 1970, Series B. of the City, herein authorized, in exchange for the Salina, Kansas, Community Inn and Convention Center Revenue Bonds of 1967, Series B, dated July 1, 1967, in the outstanding princi- pal amount of $600,000. Any accrued interest received by the City CONSOLIDATED-SALINA -- I from the sale and exchange of the bonds shall be delivered to the Fiscal Agent for use as hereinafter provided. 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." Section 8. Concurrently with the issuance of said bonds the Fiscal Agent shall transfer any accrued interest received by said City from the sale and exchange of said Series B bonds, plus the funds deposited in the City of Salina, Kansas Principal and Interest Account for Salina, Kansas, Community Inn and Convention Center Revenue Bonds of 1967, Series B, as provided by Section 7 of Ordinance No. 7013 of said City and deposit the same in the "City of Salina, Kansas, Principal and Interest Account for Salina, Kansas, Community Inn and Convention Center Refunding Revenue Bonds of 1970, Series B, dated June 1, 1970,"►hereinafter created. Section 9. There is hereby authorized and ordered to be established in the hands of the Fiscal Agent a separate account i to be known as the "City of Salina, Kansas, Principal and Interest Account for Salina, Kansas, Community Inn and Convention Center Refunding Revenue Bonds, Series B, dated June 1, 1970," herein- after referred to as the "Principal and Interest Account for - Series B Bonds" 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 outstand- ing, said City will maintain said account with the Fiscal Agent. All moneys due under said Lease shall be paid to and de- posited monthly in the Revenue Account maintained at The National Bank of America at Salina, the Fiscal Agent, as provided by Section 9 of Ordinance No. SOP— Z and shall be used by said Fiscal Agent to pay the principal of and interest on the bands herein authorized -10- — -- --- — CONSOLIDATLD-SALINA -- as the same become due; PROVIDED, HOWEVER, that on July 1 in each year the Fiscal Agent shall make no payments of principal or in- terest on the bonds of Series B authorized by this Ordinance unless it has on hand sufficient funds to pay said Salina Community Inn and Convention Center Refunding Revenue Bonds of 1970, Series A, and the interest thereon. Section 10. When moneys accumulated in Principal and Interest Account for Series B Bonds and Reserve Account for Series B Bonds shall aggregate an amount sufficient to pay the principal of all of said revenue bonds then outstanding, and all interest accrued to date fixed for redemption and payment, together with the premium required to pay the same upon call for redemption and pay- i ment, and when said bonds become subject to redemption, said City shall proceed to give notice of such redemption in the manner herein specified, and the Fiscal Agent shall transfer the necessary funds j in said Accounts to the Paying Agent for said purpose. Any balance in said accounts not required for said purpose shall be returned to Salina Community Inn of America, Inc. I Section 11. Moneys allocated and credited to and deposited in the Principal and Interest Account for Series B Bonds in any amount in excess of the amount necessary to pay the amount of princi- pal and interest next becoming due and in the Reserve Account for Series B Bonds shall be invested by the Fiscal Agent, upon instruc- tions from the Company, if at the time permitted by law, in bonds or other direct obligations of the United States Government or agencies thereof having a fixed redemption value or become due without loss of principal not later than June 1, 1995. No investment shall be made pursuant to this section for a period longer than the time the Fiscal Agent shall determine that said funds are not required for the purpose for which they are intended. -Zl- CONSOLIDATED-SALINA I Section 12. So long as any of the principal of and in- terest on the revenue bonds herein authorized remain outstanding and unpaid, or provision made for the payment thereof, the City covenants with each of the purchasers and owners of said bonds as follows: (A) The City will comply fully with all the terms, pro- visions, and conditions of the Lease which require performance by, or impose duties 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 Salina Community Inn of America, Inc., 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 i 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 i to make the rental payments and other charges which Salina Com- munity Inn of America, Inc. is required to make under the Lease dated June 1, 1970. If the City is unable to procure a new tenant who will enter into such a lease the City may, with the consent of I the holders of not less than seventy-five per cent (75%) of the bonds herein authorized at the time outstanding, sell the Facility leased at a price not less than the amount of the then outstanding revenue bonds plus interest then unpaid. (B) The City will enforce collection of the rental pay- ments and other charges in the amounts and at the times 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 change or alter the -12- CONSOLIDATED-SALINA 1 1 time or times when the same are due and payable under said Lease. The City's obligation to pay the expenseslof such enforcement shall be limited to funds made available to it for that purpose by the bondholders or other interested parties. (C) That until payment of all the bonds and interest thereon has been duly made or provided for, the City will not consent to any change, amendment, modification or termination of said Lease, except as provided therein, which will in any manner affect adversely the rights, remedies or interest of the bond - holder. (D) Any purchase price of the leased property received by the City pursuant to the termination of the Lease, any proceeds of condemnation awards, insurance proceeds or any other funds in- tended for the purpose of paying said bonds will be used solely and exclusively, first to pay the Salina, Kansas, Community Inn and Convention Center Refunding Revenue Bonds',of 1970, Series A, and the interest thereon and then to pay the bonds herein authorized and the interest thereon according to their terms or to redeem li and pay any of said bonds then outstanding and unpaid and then sub- ject to redemption and payment in the order named. Upon receipt of any such funds, if said bonds be then subject to redemption and payment, the City shall proceed promptly to call said bonds for redemption and payment according to their terms and shall give notice thereof provided for by the terms of this Ordinance. Such funds shall be deposited with the Fiscal Agent, and the same shall be used first for the payment of the Salina, Kansas, Com- munity Inn and Convention Center Refunding Revenue Bonds of 1970, Series A, and then for the payment of the revenue bonds herein authorized, accrued interest on said issues and any premiums pro- vided for by the ordinances authorizing said bond issues and the charges of the Fiscal Agent for paying the same. -13- CONSOLIDATED-SALINA 1 1 (E) Except as otherwise provided in Section 12(E) of Ordinance No. k= , the City will not issue any other obliga- tions payable from payments made by Salina Community Inn of America, Inc., pursuant to the Lease, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encum- brance, or any other charge on said paymenits 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. (F) The City will cause the Company to keep constantly insured all buildings and improvements from time to time, con- stituting a part of the property and premises leased by the Com- pany, 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 In- surance Trustee. Any of the proceeds of ouch policies shall be used and applied in the manner set forth in Article XX of said Lease. (G) The City will cause the Fiscal Agent to keep books and records relating to the Facility, whicth shall be separate and apart from all other books, records and accounts of the City, in which complete and correct entries shall be made in accordance with standard principles of accounting of 'all transactions re- lating to the leased property and improvements and the original purchasers of the revenue bonds herein authorized, any bondholder or Salina Community Inn of America, Ine.,lor their agents, shall have the right at all reasonable times to'inspect all records, accounts and data of the City relating to,the leased property and improvements. In the event said books and records are maintained by ------------ CONSOLIDATED-SALINA I the City rather than by the Fiscal Agent, the City shall, at least once a year cause such books, records and accounts to be properly I audited by a competent auditor or accountant of recognized stand- ing or by the City Clerk and shall make said audit available at all reasonable times to any bondholder or to the Company. Section 13. 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 the holders of not less than seventy-five per cent (75%) in aggregate principal amount of the bonds herein authorized at the time out- standing; provided, that no such modification or amendment shall permit or be construed as permitting: i (a) The extension of the maturity of the principal of i any of the bonds issued hereunder, or the extension of the matur- ity of any interest on any bonds issued hereunder, (b) a reduc- tion in the principal amount of any bonds or the rate of interest thereon, or (c) a reduction in the aggregate principal amount of bonds the consent of the holders of which is required for an � � q Y 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 I of this Ordinance and shall be deemed,to be a part of this Ordi- nance. It shall not be necessary to note on any of the outstand- ing bonds any reference to such amendment or modification, if any. A certified copy of every such amendatory or supplemental ordi- nance, if.any, and a certified copy of this Ordinance shall always -15- CdNSOLIDATED-SALINA 1 1 be kept on file in the office of the City Clerk and shall be made available for inspection by the holdejr of any bond or pros- pective purchaser or holder of any bond authorized by this Ordi- nance, and upon payment of the reasonable cost of preparing the same. A certified copy of any such amendatory or supplemental ordinance or of this Ordinance will be sent by the City Clerk to any such bondholder or prospective bondholder. Section 14. The provisions of this Ordinance shall con- stitute 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 i enforce or compel performance of all duties and obligations re- quired by this Ordinance to be done or performed by said City. Nothing contained in this Ordinance, shall'. however, be construed to impose on said City any duty or obligations 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 15. That the tract of land hereinbefore de- scribed and the improvements and equipment',thereon purchased and acquired in part with the proceeds of the bonds being refunded shall be leased to Salina Community Inn of'America, Inc., under and pursuant to the Lease dated June 1, 1970, substantially in the form attached to this Ordinance. Section 16. If any one or more of the covenants, agree- ments or provisions of this Ordinance or of said Lease dated June 1, 1970, 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 -16- CON SOLIDATED-SALINA �g3 7 1 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 17. 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 .S day of 170. ATTEST: City —Cler APPROVED by the Mayor this,2 cs day of 1970. ATTEST: City Clerk -17-