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� ORDINANCE NO.
AN ORDINANCE AU`T'HORIZING THE CITY OF SALINA, KANSAS, TO ACQUIRE
A SITE FOR A BUILDING TO BE USED FOR COMMERCIAL FACILITIES AND
AUTHORIZING AND DIRECTING THE ISSUANCE OF $600,000 PRINCIPAL
AMOUNT OF SALINA, KANSAS, COMMUNITY INN AND CONVENTION CENTER
REVENUE BONDS OF 1967, SERIES B, OF SAID CITY FOR THE PURPOSE
OF ACQUIRING A SITE FOR A BUILDING TO BE USED FOR COMMERCIAL
FACILITIES; PRESCRIBING THE FORM AND AUTHORIZING THE EXECUTION
OF A LEASE AGREEMENT BY AND BETWEEN SAID CITY AND SALINA COMMU-
NITY INN OF AMERICA, INC., A KANSAS CORPORATION.
WHEREAS, the City of Salina, Kansas, a city of the first
class, 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 of. Kansas, and
WHEREAS, pursuant to the provisions of K.S.A. 12-1740
to 12-1749, 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 in the
principal amount of $600,000 be authorized and issued, for the .
purpose of acquiring a site for a building to be used for commer-
cial facilities to be leased to Salina Community Inn of America,
Inc., a Kansas corporation, hereinafter sometimes referred to as
the "Company", said Bonds to be used in conjunction with an issue
of $900,000 principal amount of. Salina, Kansas, Community Inn and
Convention Center Revenue Bonds of 1967, Series A, dated July 1,
1967, and other funds otherwise made available for said purpose, and
WHEREAS, the City will acquire prior to or concurrently
with the issuance of the bonds herein authorized the real property
hereinafter described;
August 17, 1967
CONSOLIDATED-SALINA
NOW, THEREFORE, BE IT ORDAINEDBY THE GOVERNING BODY OF
THE CITY OF SALINA, KANSAS:
Section 1. That the City of Salina, Kansas, is hereby
authorized to acquire a site for a building; to be used for commer-
cial facilities on the following described real property, to wit:
A tract of land lying in the SW 1/4 of Section 12
and the NW 1/4 of Section 13, Township 14 South,
Range 3 West of the 6th Principal Meridian,
Saline County, Kansas. This tract of land includes
all portions of Lots 84, 86, 88, 90, 92, 94, 96, 98
on Fourth Street and Lots 91, 93, 95, 97, 99, 101, 103,
105, 107 on Fifth Street and a portion of Lots 100,
1021 1041 106, and 108 on Fourth Street and Lot 89
on Fifth Street in the city of Salina, according to
the recorded plat thereof, in Saline County, Kansas,
bounded and described as follows:
Beginning at the Southwest corner of Lot 107 and
assuming the east property line of Fifth Street
bears N 00 00' 00" E.
(1) Thence N 00 00' 00" E along the east property
line of Fifth Street a distance of 1178.19 feet.
(2) Thence N 900 00' 00" E a distance of 130.69
feet.
(3) Thence N 00 00' 49" E a distance of 175.56 feet.
(4) Thence S 890 59' 22" Ea distance of 119.20 feet.
(5) Thence S 00 00' 38" E along West property line of
Fourth Street a distance of 444.32 feet.
(6) Thence S 120 30' 16" W on a line parallel with and
8.5 feet distance northwesterly, measured at right
angles, from the center line of the main track of the
McPherson Branch of the Union Pacific Railroad
Company as now constructed and operated a distance
of 73.01 feet.
(7) Thence southwesterly, along a line curving to the left,
having; a radius of 938.07 feet and which is concentric
with and 8.5 feet distance northwesterly, measured
radially, from said center line of main track of
McPherson Branch, a distance of 141.36 feet to the
north property line of Iron Avenue.
(8) Thence N 890 51' 14" W along the north property line of
Iron Avenue a distance of 206.01 feet to the point of
beginning. Containing, 3.1 acres more or less.
said real estate and any building thereon and any other improvements
relating thereto being sometimes hereinafter described as the "Facility"
in accordance with the provisions of the Lease dated July 1, 1967, between
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said City and said Salina Community Inn of America, Inc., hereinafter
sometimes referred to as the "Lease", said Lease being authorized by
the provisions of this Ordinance (said Facility being referred to
in the Lease as the "Project"), the cost of said real property not
to exceed the cost of $600,000 to said City.
Section 2. That for the purpose of acquiring a site for
a building to be used for commercial facilities to be leased to
Salina Community Inn of America, Inc., a Kansas corporation, there
shall be issued and hereby are authorized and directed to be issued
a series of Salina, Kansas, Community Inn and Convention Center
Revenue Bonds of 1967, Series B, of the City of Salina, Kansas, in
the principal amount of $600,000. Said bonds herein authorized,
hereinafter sometimes referred to as the "bonds" or the "revenue
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 other fund o4- 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 $900,000
principal amount of Salina, Kansas, Community Inn and Convention
Center Revenue Bonds of 1967, Series A, dated July 1, 1967, to be
authorized by said City, and if there shall ever be a default in the
payment of principal of or interest on said Revenue Bonds of 1967,
Series A. or if the City shall be in default with respect to the
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 3. Said Salina, Kansas, Community Inn and Con-
vention Center Revenue Bonds of 1967, Series B, of the City of Salina,
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Kansas, shall consist of 120 bonds, numbered from 1 to 120, inclusive,
each of said bonds being in the denomination of $5,000. All of the said
bonds shall be dated July 1, 1967, and said bonds shall become due
on July 1, 1970 and bear interest at the rate of seven and fifty-six
hundredths per cent (7.56) per annum. Said bonds shall bear
interest from date, payable semiannually on January 1 and July 1
in each year, at the rate hereinabove specified.
Bonds numbered 1 to 120, inclusive, may be called for redemp-
tion and payment at the option of said City in whole or in part, in
numerical order, on January 1, 1968, or on any interest payment date
thereafter at the par value thereof, plus accrued interest thereon to
date fixed for redemption and payment, together with a premium of
$288.75 on each of said Bonds called for redemption and payment,
which premium shall be reduced by $57.75 for each six month period
between said January 1, 1968 and the date fixed for redemption and
payment.
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 Revenue Bonds of 1967, Series A,
dated July 1, 1967, 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 payment as of the redemption date, provided
funds are available to pay the same according to their terms.
Said bonds and interest coupons to be attached thereto as here-
inafter provided shall be payable in lawful money of the United States
of America at The National Bank of America at Salina, in the City of
Salina, Kansas, hereinafter sometimes referred to as the "Paying Agent".
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Section b. 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 manual signature of its City Clerk,
with the seal of the City affixed. Interest coupons shall be at-
tacked 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 5. Each of said Bonds and interest coupons and
the certificates attached thereto shall be in substantially the
following form:
No.
$5,000
UNITED STATES OF AMERICA
STATE OF KANSAS
COUNTY OF SALINE
CITY OF SALINA
SALINA, KANSAS, COMMUNITY INN
AND CONVENTION CENTER REVENUE BOND OF 1967
SERIES B.
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 July, 1970, and to pay interest thereon from the date hereof at
the rate -of seven and fifty-six hundredths per cent (7.56%)per annum, pay-
able semiannually on January 1 and 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
—5—
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America at Salina, in the City of Salina, Kansas.
THIS BOND is one of an authorized series of 120 bonds of
like date and tenor, except as to number, aggregating the principal
amount of $600,000, numbered from 1 to 120, inclusive, each in the
denomination of $5,000, authorized by ordinance of said City, issued
for the purpose of acquiring a site for a building to be used for
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 authorized to do business
in the State of Kansas, by the authority of and in conformity with
the provisions, restrictions and limitations of the Constitution
and statutes of. the State of Kansas, including K.S.A. 12-1740 to
12-1749, and all amendments thereof and acts supplemental thereto,
and all other provisions of the laws of 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. Pursuant 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 afore-
said 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 120, inclusive,
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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
numerical order, on January 1, 1968, or on any interest payment date
thereafter, at the par value thereof and accrued interest to date of
redemption, together with a premium of $288.75 on each of said Bonds
called for redemption and payment, which premium shall be reduced by
$57.75 for each six month period between said January 1, 1968 and the
date fixed for redemption and payment.
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 Revenue Bonds of 1967,
Series A, dated July 1, 1907, remain outstanding 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 herein named not
less than 30 days prior to the date fixed for redemption and payment
and as otherwise provided in the bond ordinance.
This bond and the series of which it is one are ,junior and
subordinate in all respects, including the payment of principal
and interest, to an issue of Salina, Kansas, Community Inn and
Convention Center Revenue Bonds of 1967, Series A, dated July 1,
1967, 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, 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
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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 WEEREOF, 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 manual 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 July, 1967.
ATTEST:
—V ---City Clerk
f acsimile)
Mayor
CONSOLIDATED-SALINA
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(FORM OF COUPON)
Coupon No.
All coupons for 6
months due January 1
and July 1
$1$9.00
Unless previously called )
for prior redemption and payment )
thereof duly made or provided for ) January 1
on the First day of January ) g
July, 19 July 1 lg , )
the City of Salina, Kansas, will )
-------------------
pay bearer, solely from the money City of Salina
and revenue received for the use Kansas
of the Facility described in the Salina, Kansas
Community Inn and
bond to which this coupon is at- Convention Center
Revenue Bond of 1967
tacked, and not from any other Series B
fund or source, ) -------------------
Dollars, in lawful ) $189.00
money of the United 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 Revenue )
Bond of 1967, Series B, dated July )
1, 1967, No. )
(facsimile) )
Mayor �
ATTEST: )
(facsimile) )
City Clerk j
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S'T'ATE 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
31 1967.
City Clerk
Section 6. The Mayor and City Clerk are hereby authorized
and directed to prepare and execute in the manner hereinbefore
specified the Salina, Kansas, Community Inn and Convention Center
Revenue Bonds of 1967, Series B, of the City herein authorized and to
sell and deliver said bonds in exchange for the land described in
Section 1 of this Ordinance as hereinafter provided.
Section 7. The Mayor and City Clergy: are hereby authoriz-
ed and directed to sell and deliver the Salina, Kansas, Community
Inn and Convention Center Revenue Bonds of 1967, Series B, of the
City, herein authorized, to the owner of the real property described
in Section 1 of this ordinance in exchange for (i) a deed conveying
title to such real property to the City and (ii) cash in the amount
of any accrued interest on the bonds to date of delivery. Any
accrued interest received by the City from the sale and exchange
of the bonds shall be delivered to the Fiscal Agent for use as
hereinafter provided.
Section 8. The City hereby designates The National Bank
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of America at Salina, in the City of Salina, Kansas, as the City's
fiscal agent, herein referred to as the "Fiscal Agent."
Section 9. Concurrently with the issuance of said bonds
the Fiscal Agent shall transfer any accrued interest received by
said City from the sale of said Series B Bonds, plus such addi-
tional amount from other sources as may be necessary to pay the
interest becoming due on the Series B Bonds on January 1, 1968 and
July 1, 1968, and deposit the same in the "City of Salina, Kansas,
Principal and Interest Account for Salina, Kansas, Community Inn
and Convention Center Revenue Bonds of 1967, Series B, dated July 1,
1967," hereinafter created.
Section 10.
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 Salina, Kansas, Community Inn and Convention Center
Revenue Bonds of 1967, Series B, dated. July 1, 1967," hereinafter
referred to as the "Principal and Interest Account for Series B
Bonds". The City covenants and agrees that from and after the de-
livery 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 moneys due under Exhibit D of. said. Lease shall be
paid to and deposited monthly in the Revenue Account maintained
at The National Bank of America at Salina, Salina, Kansas, Fiscal
Agent, and shall be used by said Fiscal Agent to pay the principal
of and interest on the bonds herein authorized as the same become
due; PROVIDED, HOWEVER, that beginning on July 1, 1968 and thereafter
on January 1 and July 1 in each year the Fiscal Agent shall make no
payments of principal or interest on the bonds of Series B authorized
by this ordinance unless it has on hand sufficient funds to pay said
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Salina Community Inn and Convention Center Revenue Bonds of 1967,
Series A, and the interest thereon.
Section 11. When moneys accumulated in Principal and
Interest Account for Series B Bonds shall aggregate an amount suf-
ficient toay the
topay principal of all of said revenue bonds then
outstanding, and all interest accrued to date fixed for redemption
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and payment, together with the premium, if any, required to pay
the same upon call for redemption and payment, and when said bonds
become subject to redemption, said City shall proceed to give notice
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of such redemption in the manner herein specified, and the Fiscal
Agent, as Paying; Agent, shall use moneys in said Account for said
purpose. Any balance in said accounts not required for said purpose
shall be returned to Salina Community Inn of America, Inc.
Section 12. Moneys allocated and credited to and de-
posited in the Principal and Interest Account for Series B Bonds
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, if at the
time permitted by law, in bonds or other direct obligations of the
United States Government or agencies thereof having a fixed redemp-
tion value or become due without loss of principal not later than
June 1, 1970. 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 riot required for the purpose for which they are
intended.
Section 13. So longi; 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:
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(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
the extent permitted by the Lease, will use its best efforts to
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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 Salina Com-
munity Inn of America, Inc. is required to make under the Lease
dated July 1, 1967. 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 Facility leased
at a price not less than the amount of 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
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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) That until payment of all the bonds and interest
thereon has been duly made or provided for, the Cite 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 City pursuant to the termination of the Lease, any proceeds of
condemnation awards, insurance proceeds or any other funds intend-
ed for the purpose of paying said bonds will be used solely and
exclusively, first to pay the Salina, Kansas, Community Inn and
Convention Center Revenue Bonds 1967, 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 and pay any of said
bonds then outstandin and unpaid and then subject 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 pay-
ment according to their terms and shall give notice thereof pro-
vided for by the terms of this ordinance. Such funds shall be
deposited faith the Fiscal Agent, and the same shall be used first
for the
payment
of the
Salina,
Kansas,
Community
Inn
and
Convention
Center
Revenue
Bonds of
1.967,
Series A,
and then
for
the
payment NF :P
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of the revenue bonds herein authorized, accrued interest on said
issues and any premiums provided for by the ordinances authorizing
said bond issues and the charges of the Fiscal Agent for paying; the
same.
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(E) Except as may be otherwise provided in the Ordinance
authorizing the Series A Bonds, the City will not issue any other
obligations 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, encumbrance,
or any other charge on said payments or on the property subject
to said Lease nor will it, unless required by lair 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 Insur-
ance Trustee. Any of the proceeds of such 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, which 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, Inc., or their agents, shall
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have the right at all reasonable times to inspect all records,
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accounts and data of the City relating to the leased property and
improvements.
In the event said books and records are maintained by
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
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 111.
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 to 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 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 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 or.djnance of the City amending, or supplementing; the provisions
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-
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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 al-
ways 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 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 15. 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
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 16. That the tract of land hereinabefore de -
scribed and the improvements and equipment to be acquired, in-
stalled and constructed thereon pursuant to this ordinance shall
be leased to Salina Community Inn of America, Inc., under and
pursuant to a Lease dated July 1, 1967, substantially in the
form attached to this ordinance, which Lease the P9ayor and City Clerk
are hereby authorized and directed to execute for and on behalf of
and as the act and deed of the City.
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Section 17.
The City of Salina, Kansas, shall have the right,
if it shall find 3.t desirable, to refund any of the revenue bonds
herein authorized then subject to redemption or 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 facility, provided, however, that if only a
portion of the issue of revenue bonds herein authorized be refunded
and if said bonds are refunded in such manner that the refunding
bonds bear a higher rate of interest or become due on a date earlier
than that of any of the bonds issued hereunder which are not refunded,
then said bonds may be refunded only by and with the written consent
of the holders of seventy-five per cent (75%) of the bonds herein
authorized not refunded.
Section 18.
If any one or more of the covenants, agreements,
or provisions of this ordinance or of said Lease dated July 1, 1967,
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 bedeemed separate from the remaining; covenants,
agreements or provisions, and shall in no way affect the validity of
the other provisions of this ordinance or of the bonds or coupons
issued hereunder, or. the Lease.
Section 19. 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 �� day of , 1967.
414 8.41
tj eye. 9010
ll�
60090.
•,} Or
ay
: .0 =1O
p -
IP
A.+1�•.... City Clerk
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CONSOLIDATED-SALINA
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APPROVED by the Mayor this M day of
1967.
ATTEST:
City Clerk
rl F 84
411 4
ra 141A 1 t E p'•.
. fI.
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CONSOLIDATED-SALINA
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EXHIBIT D
Schedule of Rent Installments Necessary for the Payment of In-
terest on and Retirement of the Industrial Revenue Bonds of
1967, Series B
YEAR ENDING
JULY 1 AMOUNT
1968 January
1
- $
22,680
July
1 -
$
22,680
1969 January
1
- $
22,680
July
1
- $
223680
1970 January
1
- $
223680
July
1
- $622,680
0
CONSOLD)ATED-SALINA
1
L E A S E
THIS LEASE, made and entered into as of the 1st day of July,
19673 by and between the CITY OF SALINA, KANSAS, a municipal corporation,
of Saline County, Kansas (the "Landlord"), and SALINA COMMUNITY INN OF
AMERICA, INC., a Kansas corporation qualified and authorized to do busi-
ness in Kansas (the "Tenant").,
WITNESSETH:
WHEREAS, Landlord is a municipality duly organized and existing
under the laws of the State of Kansas, with full lawful power and authority
to enter into this lease by and through its Governing Body, and
i
WHEREAS, Landlord, in furtherance of the purposes and pursuant
to the provisions of the laws of Kansas, K.S.A. 12-1740 to 12-17+9 (the
i
"Act"), and in order to provide for the commercial development and welfare
of the City of Salina and to provide employment opportunities for its
citizens and to promote the economic stability of the State of Kansas,
has proposed and does hereby propose that it shall:
(a) Acquire by purchase, but solely from the exchange of
the Series B Bonds hereinafter referred to, the real property
l
described in Article I(a) (said real property hereinafter re-
ferred to as the "Land
(b) Acquire by purchase when constructed, but solely from
the exchange of the Series A Bonds hereinafter referred to, the
buildings, improvements and equipment located on the Land and
described in Article IV hereof (said buildings, improvements and
equipment hereinafter referred to as the "Facility");
(c) Lease the Land to the Tenant for the rentals and upon
the terms and conditions hereinafter set forth;
(d) Lease the Facility as soon as it is acquired to the
Tenant for the rentals and upon the terms and conditions
hereinafter set forth (the Land and Facility hereinafter some-
times collectively referred to as the "Project"); and
(e) Issue for the purpose of defraying a portion of
a the foregoing costs, its Salina, Kansas, Community Inn and
Convention Center Revenue Bonds of 1967 in the aggregate
principal amount of $1,500,000 (the "Bonds") consisting of
two series of Bonds identified as Series A. in the principal
amount of $900,000, and Series B. in the principal amount
of $600,000, under and pursuant to the Act, the Series B
Bonds being authorized by an ordinance passed by the Land-
lord and the Series A Bonds to be authorized by an ordinance
to be passed by the Landlord when construction of the
Facility is completed and the Facility is to be acquired by
the Landlord (the "Bond Ordinances"), copies of which are
attached hereto as Exhibits A and B and incorporated herein
by reference, and
WHEREAS, .Tenant, pursuant to the foregoing proposals of Land-
lord, desires to lease the Project from Landlord, for the rentals and
upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein set forth, Landlord and Tenant do hereby
covenant and agree as follows:
ARTICLE I
Granting of Leasehold. Landlord by these presents hereby rents,
leases and lets unto Tenant and Tenant hereby rents, leases and hires from
Landlord, for the rentals and upon and subject to the terms and conditions
hereinafter set forth, the following described property:
(a) A tract of land lying in the SW 1/4 of Section 12 and the
NW 1/4 of Section 13, Township 14 South, Range 3 West of
the 6th Principal Meridian, Saline County, Kansas. This
tract of land includes all portions of Lots 84, 863 883
903 92, 943 963 98 on Fourth Street and Lots 91, 933 953
973 993 101, 103, 105, 107 on Fifth Street and a portion
of Lots 100, 102, 10 , 106, and 108 on Fourth Street and
Lot 89 on Fifth Street in the City of Salina, according
to the recorded plat thereof, in Saline County, Kansas,
bounded and described as follows:
Beginning at the Southwest corner of Lot 107 and assumin§
the east property line of Fifth Street bears N Oo 00' 00 E.
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(1) Thence N 00 00' 00" E along the east property line
of Fifth Street a distance of 478.19 feet.
(2) Thence N 900 00' 00" E a distance of 130.69 feet.
(3) Thence N 00 00' 49" E a distance of 175.56 feet.
(4) Thence S 890 59' 22" E a distance of 119.20 feet.
(5) Thence S 00 00' 38" E Along West property line of
Fourth Street a distance of 444.32 feet.
(6) Thence S 120 301 16" W on a line parallel with and
8.5 feet distance northwesterly, measured at right
angles, from the center line of the main track of
the McPherson Branch of the Union Pacific Railroad
Company as now constructed and operated a distance
of 73.01 feet.
(7) Thence southwesterly, along a line curving to the
left, having a radius of 938.07 feet and which is
concentric with and 8.5 feet distance northwesterly,
measured radially, from said center line of main
track of McPherson Branch, a distance of 141.36
feet to the north property line of Iron Avenue.
(8) Thence N 890 51' 14" W along the north property line
of Iron Avenue a distance of 206.01 feet to the point
of beginning. Containing 3.1 acres, more or less;
for a basic term of three (3) years beginning as of July 1, 1967, and end-
ing June 30, 1970, and the following described property when acquired by
Landlord, to -wit:
(b) All buildings and improvements to be constructed on the
Land described above pursuant to Article IV and all equip-
ment now or hereafter owned by Landlord and situated on or
located in said buildings and improvements or on the Land,
for a basic term beginning as hereinafter provided and ending -June 30,
1970, the commencement date of the term of this lease for the property de-
scribed in Article I(b) above to be specified in a supplemental instrument
which the Landlord and Tenant agree to execute and record in the Office of
the Register of Deeds of Saline County, Kansas, within thirty (30) days
after the Facility is acquired by Landlord.
ARTICLE II
Rent. For the use of the Project for and during the full basic
term aforesaid Landlord reserves and Tenant covenants and agrees to pay to
the Fiscal Agent hereinafter designated for the account of Landlord, basic
rent in the aggregate amount of $ /,7 %7,� 3 0 � payable in installments at
such times and in such amounts as set forth on Exhibits C and D attached
hereto and made a part hereof (hereinafter referred to as basic rent).
az
I
Additional -Pent.
Tenant shall pay to the Fiscal Agent
as additional rent (a) all fees, charges and expenses of said Fis-
cal Agent or the Paying Agent under the Bond Ordinances and (b) all
Impositions (as defined in Article V) and (c) all amounts required
under Article XXIT (c) and all other payments of whatever nature
which Tenant has agreed to nay or assume under the provisions
of this lease and (d) all costs incident to the payment of the
principal and interest on the Bonds as the same become due and
payable, including all costs, premiums and expenses in connection
with the call, redemption and payment of all outstanding Bonds, and
(e) all expenses incurred in connection with the enforcement of any
rights under this lease or the Bond Ordinances by Landlord,
Fiscal Agent or the holders of any of the Bonds.
Remaining iJet Revenues. Tenant further covenants and
agrees that after paying the expenses of operating and maintaining
the Project and making the payments provided for by Exhibits C and
D hereof, all remaining; net revenues derived from the operation of the
Project shall, on the tenth day of each month, beginning on the tenth day
of the month following the date the Project is put into operation, be
raid into the Revenue Account maintained with the Fiscal Agent as
provided in Section 10 of Ordinance No. `7m t V .
Rent Payable Without Abatement or Set -Off. Tenant covenants
with and for the express benefit of the Landlord and the holders of
the Bonds that all payments of_basic rent and additional rent shall
be made by Tenant on or before the date the same become due, and Tenant
shall perform all of its other obligations, covenants and agreements
hereunder, without notice or demand, and without abatement, deduction,
set-off, counterclaim, recoupment or defense arising from any circum-
stance whatsoever, whether now existing or hereafter arising, and
irrespective of whether the Project shall have been started or completed
or whether Landlord's title thereto or to any part thereof is
defective or nonexistent, and notwithstanding any damage to,
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loss, theft or destruction of the Project or any part thereof, the
taking by eminent domain of title to or of the right of temporary use
of all or any part of the Project, any curtailment of Tenant's use
thereof, change in Landlord's legal organization or status, or any de-
fault of Landlord hereunder, and regardless of the invalidity of any
portion of this lease, and Tenant hereby waives the provisions of any
statute or other law now or hereafter in effect contrary to any of its
obligations, covenants or agreements under this lease or which releases
or purports to release Tenant therefrom. Nothing in this lease shall
be construed as a waiver by Tenant of any rights or claims Tenant may
have against Landlord under this lease or otherwise, but any recovery
upon such rights and claims shall be had from Landlord separately, it
being the intent of this lease that the Tenant shall be unconditionally
and absolutely obligated to perform fully all of its obligations, agree-
ments and covenants under this lease (including the obligation to pay
basic rent and additional rent) for the benefit of the holders of the
Bonds.
Prepayment of Basic Rent. Tenant may at any time prepay all
or any part of the basic rent provided for hereunder.
Fiscal Agent, Trust Accounts, Use of Funds in Trust Accounts.
Landlord hereby designates The National Bank of America at Salina, Salina,
Kansas, as the fiscal agent for the Bonds (herein referred to as the
"Fiscal Agent"). The name The National Bank of America at Salina, Fiscal
Agent under this lease, shall, for the purpose of this lease, include not
only said Bank, but also its successor and successors, any surviving cor-
poration into which it may be merged, any new corporation resulting from
its consolidation with any other corporation or corporations, the.suc-
cessor and successors of any such surviving or new corporation, and any
corporation to which the fiduciary business of said Bank may at any time
be transferred. The Fiscal Agent shall establish the accounts required
by Section 7 of Ordinance No. /701 V , and shall deposit all payments
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of basic rent, payments of additional rent and other payments made
pursuant to Article XXV (c) of this Lease into the said accounts to
be used and disbursed as provided in Sections 9 and 10 of said Ordinance
No. I m ( �.
If at any time the amount in the Principal and Interest
Accounts and other accounts relating to either Series of Bonds shall
have become sufficient to pay in full the principal (including re-
demption premium, if any) of and interest on all outstanding Bonds
of that Series either at maturity or on earlier redemption, and all
costs and expenses in connection with the call, redemption and payment
of all outstanding Bonds, then in that event (i) all of the Bonds of
that Series then outstanding shall, as soon as the Bonds are subject to
redemption, be called for redemption by the Landlord and all moneys
held in the Principal and Interest Accounts and other Accounts used to
pay the principal (including redemption premium, if any) of and interest
on, and all costs and expenses incurred in connection with the call, re-
demption and payment of, all of said outstanding Bonds of that Series
and (ii) no further basic rent applicable to such Series shall be pay-
able hereunder during the basic term.
ARTICLE III
Construction Fund. After the purchase of the Facility by the
exchange of the Series A Bonds, the proceeds of the sale of the Series A
Bonds over the exchange cost of the Facility, if any, received at the
time of the exchange of the Series A Bonds for the Facility and ac-
crued interest on the Series A and Series B Bond issues shall be paid
over to the Fiscal Agent for the account of Landlord. The Fiscal
Agent shall promptly pay from the proceeds of said sale of the Series
A Bonds into the Principal and Interest Account for Series A Bonds
the full amount of any accrued interest and premium, if any, re-
ceived upon such sale plus such additional amount as may be necessary
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to pay the interest on the Series A Bonds on 1,1q (cg and
and that amount so deposited in the Principal
and Interest Account for Series A Bonds by the Fiscal Agent pursuant
to this paragraph shall be credited against basic rent next thereafter
required to be paid by Tenant pursuant to Exhibit C. The Fiscal
Agent shall promptly pay the accrued interest received on the Series B
Bonds into the Principal and Interest Account for Series B Bonds
plus such additional amount from other funds deposited with the Fiscal
Agent as may be necessary to pay the interest on the Series B Bonds on
said dates hereinabove referred to, and that amount so deposited in
the Principal and Interest Account for Series B Bonds by the Fiscal
Agent pursuant to this paragraph shall be credited against basic rent
next thereafter required to be paid by Tenant pursuant to Exhibit B.
The remainder of the proceeds of the Series A bond issue, if any,
shall be deposited by the Fiscal Agent in the Principal and Interest
Account for Series A Bonds and that amount so deposited in the
Principal and Interest Account for Series A Bonds shall be credited
against basic rent next thereafter required to be paid by Tenant pur-
suant to Exhibit C.
ARTICLE IV
Acauisition of Site. Landlord shall acquire the real
property described in Article I (a) of this Lease by the exchange
of its Series R Bonds as provided by Section of ordinance �1o.
7m t3 of said City.
Construction. Tenant shall construct buildings and
improvements on the Land and equip the same in accordance with
plans and specifications approved in writing by Landlord and Tenant,
and Tenant agrees that it will enter into the necessary contracts with
contractors for the construction of said buildings and improvements
(said. contracts being hereinafter referred to as the "Construction
Contracts"). It is agreed that the Construction Contracts shall
provide that at all times durinp- the construction of the buildings and
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improvements the contractor shall maintain in full force and effect
the following policies of insurance:
(a) General accident and public liability insur-
ance (including; coverage for automobile liability) under
which Tenant and Landlord shall be named an insured,
in an amount not less than 1100,000 for personal
injuries (including death) to any one person, not less
than X300,000 for personal injuries (including; death)
in any one accident and not less than X1001000 for
property damage;
(b) Workmen's compensation insurance, and
(c) Builder's Risk -Completed Value Form insur-
ance insuring; the Facility against fire, lightning and
all other risks covered by the extended coverage endorse-
ment then in use in the State of Kansas to the full in-
surable value of the Facility (as that term is defined
in Article VI) and that premiums therefor be prepaid in
full prior to the commencement of construction under the
Construction. Contracts; such policy or policies of insur-
ance shall name the Tenant, Landlord and Fiscal Agent as
insureds, as their respective interests may appear. The
proceeds of such policies shall be payable to the Fiscal
Agent, as Insurance Trustee, and shall be used and applied
in the manner set forth in Article ,,"XII hereof.
Such policies or copies thereof shall be delivered to Tenant and
copies or certificates thereof shall be delivered to Landlord and
to the Fiscal Agent. The Construction Contracts shall also require
the contractors thereunder, prior to the commencement of any
construction on the Land, to deliver to the Tenant nerformance bonds
and labor and material payment bonds with respect to the Construction
Contracts and in the full amount of the Construction Contracts, made
by the contractor thereunder as the principal and a surety company,
CONSOLIDATED-SALINA
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or companies, approved in writing by Tenant; such bonds shall
be in such formas is approved in writing by Tenant, and such
bonds shall name the Tenant, Landlord and Fiscal Agent as the
obligees. The proceeds of such policies shall be payable
to the Fiscal Agent, as Insurance Trustee, and shall be used and
applied in the manner set forth in Article XXII hereof. Copies
or certificates thereof shall be delivered to Landlord and to the
Fiscal Agent. By approving the Construction Contracts, the
Tenant shall be deemed to have agreed that the construction of the
buildings and improvements in accordance with the Construction
Contracts and the detailed plans and specifications incorporated
or described therein will, with such changes and additions as may be
made by the Project "Manager hereinafter described and approved by
Tenant, result in a plant suitable for use by Tenant for manufacturing;
and industrial development purposes. Tenant will use its best
efforts to cause the buildings and improvements to be constructed in
accordance with the Construction Contracts. All costs and expenses
incurred in constructing; the buildings and improvements shall be
paid by the!Tenant.
The Fiscal Agent shall pay any expenses incident to the
issuance of the Bonds, including legal, financial, bond printing
expenses and other similar expenses direct to the party entitled
thereto, upon direction -of Tenant from funds deposited with the
Fiscal Agent from the Bond proceeds or from other funds deposited with
the Fiscal Agent. '
Equipment. The parties hereto agree that certain equipment
in addition to that provided for in the Construction Contracts and
the aforesaid plans and specifications will be necessary in order
to make the buildings and improvements suitable for Tenant's use and
Tenant hereby agrees to purchase such items of additional equipment.
1 --
V
Project ManaA-er. Tenant hereby desir-nates and appoints
Cal Bowden, of Salina, Kansas, as Project !,Tanager. In the event the
Project rlanager resigns or is unable to act, Tenant shall designate
another person to act provided that such person is approved in
writing by Landlord and the Fiscal Agent. Tenant may, with Landlord's
and Fiscal Agent's written consent, remove any person acting as
Project r -Manager at any time and designate another person to act as
Project r-lanaper provided that any other person desip-nated to act as
Project 7111anager shall also be approved in writing by Landlord and
Fiscal Agent. Tenant hereby constitutes the Project Manager as its
duly authorized agent to perform and exercise all authorities,
discretions and elections of Tenant under the Construction Contracts
including the making of chanq,es, amendments and additions therein
and thereto; to supervise the construction of the buildings and
improvements and the completion of the Facility; provided, however,
that major changes, amendments and additions in or to said
Construction Contracts, including the aforesaid plans and specifications,
shall also require Landlord's and Fiscal Agent's prior 1,,rritten
approval. The project "Tanager shall be covered by a fidelity bond
in the amount of $100,000 and in such form and made by such surety
company, or companies, as shall be approved in zkrritino- by Landlord
and Tenant. Said fidelity bond shall name the Tenant, Landlord and
Fiscal Agent as obligees, as their respective interests may appear.
The proceeds of such policies shall be payable to the Fiscal Agent,
as Insurance Trustee, and shall be used and applied in the manner
set forth in Article XXII hereof.
Right of Entry by Landlord. The duly authorized agents
of Landlord and the T'iscal Arent shall have the right at any time and
all times prior to completion of the project,to enter the project,
or any parts thereof, for the purpose of inspecting the construction
thereof.
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V
Pro,ect Property of Tenant.
All work and materials on the
buildings and improvements as such work progresses, all machinery and
i
equipment installed in or on the Facility, the Facility as fully
completed, anything under this lease which becomes, is deemed to be,
or constitutes a part of the Facility, and the Facility as repaired,
rebuilt, rearranged, restored or replaced by Tenant under the
provisions of this lease, except as otherwise specifically provided
herein, shall immediately when erected or installed be deemed. to be
attached to and part of the freehold and become the absolute property
of. Tenant.
Acquisition of Facility-. Landlord shall acquire the
buildings and improvements described in Article I(b) of this Lease,
including all equipment located in said buildings when construction
is completed and the Tenant has installed its machinery, equipment,
furnishings and. fixtures, by an exchange of its Series A. Bonds
as provided by Section of Ordinance No. 70 /'lam of said
City. Tenant agrees to convey the Facility to Landlord by bill of.
sale in exchange for Landlord's Series A Bonds as provided above
and Landlord agrees to issue its Series A Bonds in exchange for
the Facility within thirty (30) days after construction has been
completed and the Tenant has notified the Landlord.
ARTICLE V
Impositions. Tenant shall, during the life of this
lease (including all renewals) bear, pay and discharge, before
the delinquency thereof, all taxes and assessments, general and
special, if any, which may be lawfully taxed, charged, levied,.
assessed or imposed upon or ap-ainst or be payable for or in re-
spect of the Project, or any part thereof, or any buildings and
improvements at any time thereon or Tenant's interest in the
Project under this lease, including any new la,,,;ful taxes and
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assessment not of the kind enumerated above to the extent that
the same are lawfully made, levied or assessed in lieu of or in
addition to taxes or assessments now customarily levied against
real property, and further including; all ?-nater and sewer charges,
assessments and other governmental charges and impositions �,nhat-
soever, foreseen or unforeseer.,which if not paid when due would
impair the security of the Bonds or encumber Landlord's title to
the Project (all of the fore7oina being herein referred to as
"Impositions"). All Impositions prior to the time Landlord acquires
fee simple title to the Land and title to the 'Facility shall be
paid in full by Tenant. In the event any special assessment taxes
are lawfully levied and assessed which may be paid in installments, Tenant
shall be required to pay only such installments thereof as become due
and payable during; the life of this lease as and when the same become
due and payable. Landlord covenants that without Tenant's written
consent it will not, unless required by law, take any action which
may reasonably be construed as tending to cause or induce the levying
or assessment of any Imposition which Tenant would be required to pay
under this Article and that should any such levy or assessment be
threatened or occur Landlord -shall, at Tenant's request fully cooperate
with Tenant in all reasonable ways to prevent any such levy or assessment.
Landlord_,,iay i,,Tot Sell. Landlord covenants that, without
Tenant's ;written consent, it will not, unless renuired by law, sell or
otherwise part with its fee interest in the Facility at any time
during the life of this lease.
Peceipted Statements. 'Within thirty (30) days after the
last day for payment, without penalty or interest, of an Imposition
which Tenant is renuired to bear, nay and discharge pursuant to the
terms hereof, Tenant shall deliver to Landlord a photostatic
copy of the statement issued therefor duly receipted to show the
payment thereof.
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If
Contest of Imnositions. Tenant shall have the right, in
its own or Landlord's name or both, to contest the validity or amount
of any Imposition which Tenant is required to bear, pay and
discharge pursuant to the terms of this Article by appropriate
legal proceedings instituted at least ten days before the Imnosition
complained of becomes delinquent if and provided Tenant, before
instituting any such contest, gives Landlord written notice of its
intention to do so. Tenant shall hold Landlord whole and harmless
from any costs and. expenses Landlord may incur related to any
such contest.
ARTICLE VI
Insurance. Tenant shall and covenants and agrees that it
will, prior to or simultaneously with the expiration of the insurance
provided, under the Construction Contracts and throughout the life
of this lease, at its sole cost and expense or at the sole cost and
expense of some other party satisfactory to Landlord, keep the
Facility constantly insured against loss or damage by fire, lightning
and all other risks covered by the extended coverage insurance endorse-
ment then in use in the State of Kansas in an amount eaual to the full
insurable value thereof in such insurance company or companies
authorized to do business in the State of Kansas as may be selected
by Tenant and approved in writing by Landlord and, until the 3onds
and interest thereon are paid in full, by the Fiscal Aq-,ent, and
against loss or darnao-e by war risks in an amount equal to the full
insurable value thereof as and when a state of war or national
emergency exists and such insurance is obtainable and generally
carried by owners of industrial plants in Kansas. The term full
insurable value shall mean the actual replacement cost less physical
depreciation and such shall be determined from time to time at the
written request of Landlord, Tenant or the Fiscal Agent (but not more
frequently than once in every twenty-four months) by an architect,
contractor, appraiser, appraisal comnanv or one of the insurers,
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to be selected subject to Landlord's written approval, and paid
for by Tenant or some other party satisfactory to Landlord not
less than fifteen (15) days prior to the expiration dates of the
expiring policies. Originals or certificates of the policies
provided for in this article, each bearing; notations evidencing -
payment of the premiums or other evidence of such payment satis-
factory to Landlord, shall be delivered by Tenant to the Landlord
and, until the Bonds and interest thereon are fully paid, to the
Fiscal Agent. All policies of such insurance, and all renewals
thereof, shall name Landlord, Tenant and, until the 13onds and
interest thereon are fully paid, the Fiscal Agent as insureds as
their respective interests may appear, shall contain a provision
I
that such insurance may not be cancelled by the issuer thereof
without at least ten (10) days written notice to Landlord, Tenant
and Fiscal Agent, and, until the Bonds and the interest thereon
have been fully paid, shall be payable to the Fiscal Agent, as
Insurance Trustee, Landlord and Tenant hereby covenanting; that
each will do anything necessary, be it the endorsement of checks
or otherwise, to cause such payment to be made to the Insurance
Trustee. The proceeds of such policies shall be used and applied
in the manner set forth in Article XXII hereof. Any charges made by
the Insurance Trustee .for its services as Insurance Trustee shall be
paid. by Tenant. The sole obligation of the Insurance Trustee shall
be to make disbursements from the'insurance proceeds in accordance
with the provisions of Article XXII hereof.
Title Insurance Policv. As soon as the Facility is acouired
by Landlord, Landlord will purchase a policy of title insurance in
the amount of $1,500,000. Landlord and Tenant agree that any and all
proceeds received therefrom during the life of this lease, (i) if
received before the Fonds and interest thereon have been paid in full,
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shall be paid into and become a part of the Principal and
Interest Accounts and (ii) if received after the Bonds and Interest
thereon have been paid in full shall belong and be paid to Tenant.
ARTICLE VII
Use of Premises. Subject to the provisions of this
article, Tenant shall have the right to use the Project for any
lawful purpose allowed by law and contemplated by the Act. Tenant
shall comply with all statutes, lairs, ordinances, orders, judgments,
decrees, regulations, directions and reouirements of all federal,
state, local and other governments or governmental authorities,
now or hereafter applicable to the Project or to any adjoining
public ways, as to the manner of use or the condition of the Project
or of adjoining public ways. Tenant shall comnly with the mandatory
requirements, rules and regulations of all insurers under the policies
required to be carried under the provisions of Article XXII. Tenant
shall nav all costs., expenses, claims, fines, -Penalties and damages
that may, in any manner arise out of, or be imposed as a result
of, the failure of Tenant to comply with the provisions of
Article XXII hereof.
ARTICLE VIII
Assignment and Sublease. Tenant will not assign, sublease,
mortgage, pledge, sell or in any other manner transfer, convey
or dispose of this lease or any interest therein or hart thereof,
whether voluntary, involuntary or by operation of law, without
the prior written consent thereto of Landlord and the holders
of 75 of the Series A Bonds. No assignment, mortgage,
pled;e, sale or other transfer, conveyance or disposition or sub-
lease shall release or discharge Tenant from its duties and. ob-
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ligations under this lease. Any consent by the Landlord and
Bondholders to any of the aforesaid acts shall be held to apply
only to the specific transaction thereby authorized; such consent
shall not.be construed as a waiver or release of the duty of
Tenant, or the successors or assigns of Tenant, to obtain from
the tandlotd consent to any other such acts.
Dissolution of Liquidation. Tenant shall not initiate
any proceedings of any kind whatsoever to dissolve or liquidate
without securing the prior written consent thereto of the Land-
lord and the holders of 100% of the outstanding amount of the
Series A Bonds.
a
ARTICLE IX
Repairs and Maintenance. Tenant covenants and agrees f
that it will during the life of this lease keep and maintain the
Project and all parts thereof in good condition and repair,
ordinary wear and tear excepted, and that during said period of
time it will keep the Project and all parts thereof free from
filth, nuisance or conditions unreasonably increasing the danger
of fire.
ARTICLE X
Alteration of Facility. Tenant shall have and is
hereby given the right, at its sole cost and expense, to make
such additions, changes and alterations in and to any part of the
Facility as Tenant from time to time may deem necessary or ad-
visable; provided, however, Tenant shall not make any additions,
change or alteration which will adversely affect the structural
strength of any part of the Facility. All additions, changes
and alterations made by Tenant pursuant to the authority of this
article shall (a) be made in a workmanlike manner and in strict
compliance with all laws and ordinances applicable thereto, (b)
when commenced, be prosecuted to completion with due diligence, and
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CONSOLIDATED -SAUNA
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(c) when completed, shall be deemed a part of the Facility; pro--
vided, however, that additions of machinery and equipment to the
Facility by Tenant not purchased or acquired from funds deposited
with the Fiscal Agent as Insurance Trustee hereunder and not
constituting repairs, renewals, or replacements of items constitut-
ing a part of the Facility, shall remain the property of Tenant
and may be removed by Tenant provided further, however, that all
such additional machinery and equipment which remains on the Land
after the termination of this lease for any cause other than the
purchase of the Project pursuant to Article XVII hereof shall,
become the separate and absolute property of Landlord.
ARTICLE XI
Additional Improvements. Tenant shall have and is
hereby given the right at its sole cost and expense, to construct
on the Land not theretofore occupied by buildings or improvements
such additional buildings and improvements as Tenant from time to
time may deem necessary or advisable. All additional buildings
I
and improvements constructed on the Land by Tenant pursuant to
the authority of this article shall, remain the property of Tenant
and may be added to, altered or razed and removed by Tenant at
any time during the life of this lease. Tenant covenants and agrees
(a) to make all repairs and restorations, if any, required to be
made to the Project because of the construction of, addition to,
alteration or removal of said additional buildings or improvements,
(b) to keep and maintain said additional buildings and improve-
ments in good condition and repair, ordinary wear and tear ex-
cepted, (c) to promptly and with due diligence either raze and
remove from the Land in a good, workmanlike manner, or repair, re-
place or restore such of said additional buildings or improvements
as may from time to time be damaged by fire or other casualty,
and (d) that all additional buildings and improvements constructed
-17-
by Tenant on the Land pursuant to this article which remain in
place on the Land after the termination of this lease for any
cause other than the purchase of the Project pursuant to Article
XVII hereof, shall, in such event, become the separate and absol-
ute property of Landlord.
ARTICLE XII
Securing of Permits and Authorizations. Tenant shall not
do or permit others under its control to do any work on the Pro-
ject or related to any repair, rebuilding, restoration, replace-
ment, alteration of or addition to the Project, or any part thereof,
unless Tenant shall have first procured and paid for all requis-
ite municipal and other governmental permits and authorizations.
All such work shall be done in a good and workmanlike manner and in
compliance with all applicable building, zoning, and other laws,
ordinances, governmental regulations and requirements and in ac--
cordance with the requirements, rules and regulations of all in-
surers under the policies required to be carried under the pro-
visions of Article VI.
Mechanics' Liens.
Tenant shall not do or suffer any
thing to be done whereby the Project, or any part thereof, may
be encumbered by any mechanic's or other similar lien and if,
whenever and as often as any mechanic's or other similar lien is
filed against the Project, or any part thereof, purporting to be
for or on account of any labor done or materials or services
furnished in connection with any work in or about the Project
done by, for or under the authority of Tenant or anyone claiming
by, through or under Tenant, Tenant shall discharge the same of
record within thirty (30) days after the date of filing. Notice
is hereby given that Landlord shall not be liable for any labor
or materials furnished Tenant or anyone claiming by, through or
under Tenant upon credit, and that no mechanic's or other similar
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CONSOLIDATED-SALINA
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lien for any such labor, services or materials shall attach to
or affect the ;reversionary or other estate of Landlord in and
to the Project or any part thereof.
Contest of Liens. Tenant, notwithstanding the above,
shall have the right to contest any such mechanic's or other simi-
lar lien if within said thirty (30) day period stated above it
notifies Landlord in writing of its intention so to do, provided
Tenant diligently prosecutes such contest, at all times effectively
stays or prevents any official or judicial sale of the Project,
or any part thereof or interest therein, under execution or other-
wise, and pays or otherwise satisfies any final judgment adjudg-
ing or enforcing such contested lien claim and thereafter promptly
procures record release or satisfaction thereof.
ARTICLE XIII
Utilities. All utilities and utility services used by
Tenant in, on or about the Project shall be paid for by Tenant
and shall be contracted for by Tenant in Tenant's own name and
Tenant shall, at its sole cost and expense, procure any and all
permits, licenses or authorizations necessary in connection there --
with.
ARTICLE XIV
Indemnity. Tenant shall and covenants and agrees to
indemnify, protect, defend and save Landlord harmless from and
against any and all claims, demands, liabilities and costs, in-
cluding reasonable attorneys' fees, arising from damage or injury,
actual or claimed, of whatsoever kind or character, to property
or persons, occurring or allegedly occurring in, on or about the
Project during the life of this lease, and upon notice from Land-
lord, Tenant shall defend Landlord in any action or proceeding
brought thereon.
-19-
I
Public Liability Insurance. Tenant further covenants
and agrees to maintain at all times during the life of this lease
general accident and public liability insurance, (including cover-
age for motor vehicle liability) under which Landlord shall be
named an insured, properly protecting and indemnifying Landlord
in an amount not less than $100,000 for injury (including death)
to any one person, not less than $300,000 for personal injuries
(including death) in any one accident, and not less than $50,000
for property damage. The policies of said insurance shall contain
a provision that such insurance may not be cancelled by the issuer
thereof without at least ten (10) days' advance written notice
to Landlord and Tenant. Such policies or copies thereof shall be
furnished to Landlord.
ARTICLE XV
Access to Premises. Landlord, for itself and its duly
authorized representatives and agents, reserves the right to enter
the Project at all reasonable times during the life of this lease
for the purpose of (a) examining and inspecting the same, (b) per-
forming such work in and about the Project made necessary by reason
of Tenant's default under any of the provisions of this lease, and
(c).exhibiting the Project to prospective purchasers, lessees or
mortgagees. Landlord may, during the progress of said work men-
tioned in (b) above, keep and store on the Land or in the Facility
all materials, supplies and equipment and shall not be liable for
necessary inconvenience, annoyances, disturbance, loss of business
or other damage suffered by reason of the performance of any such
work or the storage of materials, supplies and equipment; provided,
however, Landlord shall not unnecessarily hinder the normal business
operations of Tenant.
ARTICLE XVI
Option to Purchase. Tenant shall have and is hereby
given the right and option to purchase the Project at the follow-
ing times; (i) on either June 1 or December 1, if not a legal
holiday, and if a legal holiday, then on the next secular day fol-
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1
1Ow:in , in each of the years 1907 throu-h 1970, (ii) on either v`u:ie 1
or Decer,iber I at any time during the life Of this lease if sub—Stantial_.y
all of the Facility is dama<<-'ed or destroyed by fire Or a:�J Gther Casua�t`;
ia at any time during the life of this lease if title to; or the use
for a limited period of, substantially all of the Proj ect be con.der. ned
by any authority having a power of eminent domain. '.Ienan.t mmay exer c is
any of its aforesaid options t)y giving Landlord %.mitten notice of
election to exercise ins option and specifying; the date, ti,.e and place
of closing, which date (the "Closing; Date") shall neither be earlier
than sixty (60) days nor later than ninety (90) days after the notice
is given; provided, however, that Tenant may not exercise any of the
aforesaid options if Tenant is in default hereunder at the said
notice is given and may not purchase the Project on the Closing; Date if
Tenant is in default hereunder on the Closing Date, but �.enant raay cure
any such default in connection with or at the time of closing and ';v)
on or before July 1, 1970, upon the surrender or delivery unto the Land -
lo' d or the Fiscal Agent of the canceled and satisfied Series A and
Series 3 Community Inn and Convention Center revenue Donds of 19,67, f..
accord with the terms and conditions of that certain "Agree ent" d:t
September ' \ , 1967, between the .Tenant and the "Vaniers", as adcp'-e,;
and confirmed by the Landlord, a copy of which, together ,,lith �iilton.
y
Items 1 to 7, incorporated therein, is annexed, marked "exhibit 011, and
incorporated herein.
Quality Of Title and Purchase Price. If said notice of electi0:
to purchase be given as aforesaid Landlord shall and coven:a:lts and agrees
to sell and convey the Project to Tenant on the Closi.- Date free and
clear of all liens and encumbrances whatsoever except (i) those to
which the title was subject on the nate of commencement of the basic
terra of this lease, or became subject with Tenant's written consents, or
which resulted from any failure of Tenant to perf or:r. any of its agree-
me::ts Or Obligations under this lease, (-Li)' taxes and assessments,
(;eneral and special, if any, and (iii) the rights, titles and
�.:terests of any party having condemned or who is wtte:.:,t_. to sonde -
title to o'^ the use for a limited period of, all o--- any part Of the
for 'she price and sum as follows (which pars :ase _ice Tenant shall
and coven_-n:ts and agrees to pay in cash at the time a': o� '.-o,�v of
-21-
1.
deed to the Project to Tenant as hereinafter provided), to wit:
(a) The full amount which is required, when added to
the amount in the Principal and Interest Accounts
and other accounts for the Series A and B Bonds
on the Closing Date to provide Landlord and its
Fiscal Agent with funds necessary to redeem and
pay in full (i) the principal of the Series A and
B Bonds, (ii) all interest due thereon, and (iii)
all costs, expenses and premiums incident to the
redemption and payment of said Bonds in full, or
in lieu of such payments in cash the Tenant may
deliver to the Landlord for cancellation all of
the Series A and Series B Bonds to be applied as
a credit against the amounts to be paid under sub-
sections (i) and (ii) above, plus
(b) $1.00.
Nothing in this article shall release or discharge Tenant from
its duty or obligation under this lease to make any payment of
basic rent, or additional rent which, in accordance with the terms
of this lease, becomes due and payable prior to the Closing Date
or its duty and obligation to fully perform and observe all cove-
nants and conditions herein stated to be performed and observed
by Tenant prior to the Closing Date.
Closing of Purchase. If Landlord has title to the Pro-
ject free and clear of all liens and encumbrances whatsoever ex-
cept as stated above or has such other title to the Project as
may be acceptable to Tenant, then on the Closing Date Landlord
shall deliver to Tenant its special warranty deed, properly exe-
cuted and conveying the Project to Tenant free and clear of all
liens and encumbrances whatsoever except as stated above and then
and there Tenant shall pay the full purchase price for the Project
as follows: (i) the amount specified in "(a)" of the preceding
paragraph shall be paid to the Fiscal Agent for deposit in the
Principal and Interest Accounts for the Series A and B Bonds,
or surrender for cancellation all of the Series A and B
Bonds as provided in "(a)" above, and (ii) the amount speci-
fied in "(b)" of the preceding paragraph shall be paid to
the Landlord; provided, however, nothing herein shall require
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CONSOLIDATED -SALIVA
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t.
Landlord to deliver its said special warranty deed to Tenant
until after all duties and obligations of Tenant under this lease
to the date of such delivery have been fully performed and satis-
fied. Upon the delivery to Tenant of Landlord's said special
warranty deed, and payment of the purchase price by Tenant, this
lease shall, ipso facto, terminate.
Effect of Failure to Complete Purchase. If for any
reason whatsoever the purchase of the Project by Tenant pursuant
to valid notice of election to purchase given .as aforesaid is not
effected on the Closing Date this lease shall be and remain in full
force and effect according to its terms the same as though no
notice of election to purchase had been given, except that:
(a) If such purchase is not effected on the Closing
Date because of the failure or refusal of Tenant to
fully perform and observe all of the covenants and
conditions herein contained on Tenant's part to be
performed or observed to the Closing Date, Tenant shall
be deemed to be in default under this lease and Land-
lord shall have such rights and Tenant shall have such
duties and obligations.as are stated in Article XXI
hereof with like effect as though written notice of
default has been given under said Article XXI and
the grace period for the correction of such default
had expired and said default remains unsatisfied.
(b) If such purchase is not effected on the Closing
Date because on said date Landlord does not have, is
unable or refuses to convey to Tenant such title to
the Project as Tenant is required to accept, Tenant
shall have the right to cancel this lease forthwith
if, but only if, the principal of (including redemp-
tion premium, if any) and interest on the Bonds and
all costs incident to the redemption and payment of
the Bonds have been paid in full, and in the event of
such cancellation to recover from Landlord all rent
paid in advance that is not actually earned as of the
date of such cancellation and, notwithstanding Article
XXIV hereof, to remove from the Project all furniture,
trade fixtures, machinery and equipment, buildings and
improvements then owned by Tenant, installed and in
place in, on or about the Project for the period of
sixty (60) days after the date of such cancellation;
all repairs to and restorations of the Project re-
quired to be made because of such removal shall be
made by and at the sole cost and expense of Tenant, and
Tenant shall have the sole responsibility and bear the
sole risk of loss for all such furniture, trade fix-
tures, buildings and improvements and machinery and
equipment during said sixty (60) day period.
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Y
Application of Condemnation Awards if Tenant Purchases
Project. The ,right of Tenant to exercise its option to purchase
the Project under the provisions of this article shall remain un-
impaired notwithstanding any condemnation of title to, or the use
for a limited period of, all or part of the Project, and the pro-
visions of Articles XVII, XVIII and XIX shall be construed in the
light of the effect of said option exercised by Tenant, and if
Tenant shall exercise its said option and pay the purchase price
as provided in this article, all the condemnation awards, less all
reasonable attorneys' fees and other expenses and costs incurred
by Landlord in connection with such condemnation, shall belong
and be paid to Tenant notwithstanding any other provision in
Articles XVII, XVIII and XIX.
ARTICLE XVII
Eminent Domain as to Substantially All of the Project.
If during the life of this lease title to substantially all of
the Project be condemned by any authority having the power of
eminent domain, this lease shall (except as to the following pro-
visions of this article), ipso facto, terminate on the date pos-
session of substantially all of the Project is required to be
surrendered to the condemning authority. A condemnation which
impairs the efficient utilization of the Project by Tenant shall
be deemed a condemnation of substantially all of the Project.
Disposition of Awards Received Prior to Payment of Bonds.
All awards received from the condemnation during the life of this
lease, and before the two bond issues and interest thereon have
been paid in full, of title to substantially all of the Project
shall, when received, become the absolute property of Landlord,
and Tenant hereby assigns and transfers to Landlord any and all
awards granted in connection with such condemnation, and, after
deducting all reasonable attorneyst fees and other expenses and
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1
costs incurred by Landlord in connection with such condemnation,
shall be forthwith delivered and paid over by the Landlord to
the Fiscal Agent and deposited in the Principal and Interest Ac-
counts for the two Series of Bonds in accordance with the terms
of the Bond Ordinances. All of the Bonds then outstanding shall
as soon thereafter as practicable be called for redemption, and
all moneys then held in the Principal and Interest Accounts by
the Fiscal Agent shall be available for use to pay the principal
(including redemption premium, if any) of and all interest accrued
on the Bonds so called for redemption and all costs and expenses
incurred in connection with the call, redemption and payment of
said outstanding Bonds. If the funds then held by the Fiscal
Agent in the Principal and Interest Accounts are insufficient in
amount for the purposes aforesaid, Tenant shall be obligated to
pay, and it does hereby covenant and agree to pay, to the Fiscal
Agent as additional rent, upon demand therefor, such further sums
of money, in cash, as may be required for such purposes.
Disposition of Awards Received After Payment of Bonds.
All awards received from the condemnation during the life of this
lease and after the Bonds and interest thereof have been paid in
full of title to substantially all of the Project shall be applied
as follows: Landlord shall receive an amount equal to all reason-
able attorneys' fees and other expenses and costs incurred by Land-
lord in connection with such condemnation and any sum or sums of
money then due and owing by Tenant to Landlord under the terms of
this 1;, and the balance shall belong and be paid to Tenant.
ARTICLE XVIII
Eminent Domain as to Less than Substantially All. If
during the life of this lease title to less than substantially
all of the Project be condemned by any authority having the power
of eminent domain, this lease shall not be thereby terminated and
-25-
I
neither the term nor any of the obligations (including the payment
of rentals) of either party under this lease be reduced or af-
fected in any way.
Disposition of Awards Received Prior to Payment of Bonds
and if Utilization of Project is not Impaired. If no part of the
Facility is condemned or damaged as a result of the condemnation
during the life of this lease of title to less than substantially
all of the Project and if in Tenant's written opinion the efficient
utilization of the Project is not impaired by such condemnation,
all awards received from such condemnation before the Bonds and
interest thereon have been paid in full shall, when received, be-
come the absolute property of Landlord, and Tenant hereby assigns
and transfers to Landlord any and all awards granted in connection
with such condemnation, and, after deducting all reasonable at-
torneys' fees and costs incurred by Landlord in connection with
such condemnation, shall be forthwith delivered and paid over by
the Landlord to the Fiscal Agent and deposited in the Principal
and Interest Accounts for the two Series of Bonds in accordance
with the terms of the Bond Ordinances.
Disposition of Awards Received Prior to Payment of
Bonds and if Utilization of Project is Impaired. If any part of
the Facility is condemned or damaged as a result of the condemna-
tion at any time during the life of this lease of title to less
than substantially all of the Project or if in Tenant's written
opinion the efficient utilization of the Project is impaired by
such condemnation, Tenant shall promptly repair or rebuild the
Facility, or rearrange the Project facilities, so as to make the
same suitable for Tenant's use hereunder, and all awards received
from such condemnation of title to less than substantially_17411 -of
the Project before the Bonds and interest thereon have been paid
in full shall, when received, become the absolute property of
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K
Landlord, and Tenant hereby assigns and transfers to Landlord
any and all awards granted in connection with such condemnation,
and, after deducting all reasonable attorneys' fees and costs in-
curred by Landlord in connection with such condemnation, shall be
forthwith delivered and paid over to the Fiscal Agent and deposited
in a special account to be designated Salina Community Inn of
America, Inc. Construction Account (the "Construction Account")
before commencing any such repairing, rebuilding or rearranging,
Tenant shall deliver to Landlord performance bonds and labor and
material payment bonds with respect to such work in the full amount
of the contract covering such work made by the person, firm or
corporation which contracts to do such work as the principal and
surety company, or companies, satisfactory to Landlord as surety,
and in a form satisfactory to Landlord. Said bonds shall name
the Landlord and Tenant as dual obligees and all amounts received
by the Landlord or Tenant under said Bonds shall be paid into the
Construction Account and become a part thereof. Funds out of the
Construction Account shall be paid to Tenant from time to time
upon receipt by the Fiscal Agent of both of the following:
(a) A certificate signed by an officer of Tenant:
(i) requesting payment of a specified amount
of such funds;
(ii) stating that the sum requested either has
been paid by Tenant and/or is justly due to
contractors, subcontractors, materialmen,
engineers, architects or other.persons (whose
names and addresses shall be stated), who
have rendered work or furnished materials for
the repair or rebuilding of the Facility or
rearranging of the Project facilities, and
giving a brief description of such work and
materials and the several amounts so paid
and/or due to each of said persons in respect
thereof;
(iii) stating that, except for the amounts if any,
stated in said certificate to be due for
work or materials, there is no outstanding
indebtedness which is then due and payable
for labor, wages, services, materials or
-27-
a
supplies in connection with said repair or
rebuilding of the Facility or rearranging of
the Project facilities, which, if unpaid
might become the basis of a vendors', mechanics',
laborers', materialmen's, statutory or other
similar lien upon the demised premises or any
part thereof.
(b) A certificate of an architect or engineer (who may
be an employee of Tenant) selected by Tenant and
approved in writing by the Landlord (which approval
shall not be unreasonably withheld):
(i) stating that the work and materials described
in the accompanying officer's certificate
were necessary or appropriate to the repair
or rebuilding of the Facility or rearranging
of the Project facilities and are in place;
(ii) stating that the amount specified in such
certificate does not exceed the reasonable
cost of such work and materials; and
(iii) specifying the additional amount, if any, re-
quired to complete the repair, rebuilding or
rearranging.
The sole obligation of Landlord under this paragraph shall be to
cause the Fiscal Agent to make such disbursements upon receipt of
such certificates.
Deficiency in Construction Account. If the amount in
the Construction Account shall be insufficient to pay in full the
cost of sLch repairing or rebuilding of the Facility or rearranging
of the Project facilities, -Tenant shall nevertheless proceed to
i
complete the work and as additional rent shall provide and furnish
all other moneys necessary to complete all such repairs, rebuilding
or rearranging.
Surplus in Construction Account. Any balance remaining
in the Construction Account over and above the cost of the repair
or rebuilding of the Facility or rearranging of the Project facili-
ties shall, upon receipt by the Fiscal Agent of a certificate by
the architect or engineer aforesaid to the effect that the work
has been completed and that no liens exist, be forthwith deposited
by the Fiscal Agent in the Principal and Interest Account for Ser-
CONSOLIDATED-SALiNA
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ies A Bonds. Any balance in excess of the amount of Series A Bonds
then outstanding shall be deposited in the Principal and Interest
Account for Series B Bonds.
Disposition of Awards Received After Payment of Bonds.
All awards received from the condemnation during the life of this
lease and after the Bonds and interest thereon have been paid in
full, of title to less than substantially all of the Project shall
be applied in the same manner as provided in the last paragraph
of Article XVII.
ARTICLE XIX
Eminent Domain as to Use. If during the life of this
lease the use, for a limited period, of all or part of the Pro-
ject be condemned by any authority having the power of eminent
domain, this lease shall not be thereby terminated and neither the
term nor any of the obligations (including the payment of rentals)
of either party under this lease shall be reduced or affected in
any way.
Disposition of Awards Received Prior to Payment of Bonds.
All awards received for the condemnation during the life of this
lease, and before the Bonds and interest thereon have been paid
in full, of the use, for a limited period, of all or part of the
Project, whether by way of damages, rent or otherwise, shall, when
received, become the absolute property of Landlord, and Tenant
hereby assigns and transfers to Landlord any and all awards granted
in connection with such condemnation, and, after deducting all
reasonable attorneys' fees and costs incurred by Landlord in con-
vection with such condemnation, shall be forthwith delivered and
paid over to the Fiscal Agent and deposited in the Principal and
Interest Accounts for Series A Bonds. Any amount so received in
excess of the amount of Series A Bonds then outstanding shall be
deposited in the Principal and Interest Account flr Series B Bonds.
-29-
Disposition of Awards Received After Payment of Bonds.
All awards received for the condemnation during the life of this
i
lease, and after the Bonds and interest thereon have been paid in
full, of the use, for a limited period, of all or part of the
Project, whether by way of damages, rent or otherwise, shall be
applied as follows: the amount of all reasonable attorneys' fees
and costs and expenses incurred by Landlord in connection with
such condemnation and any sum or sums of money then due and owing
by Tenant to Landlord under the terms of this lease; and the bal-
ance shall belong to and be paid to Tenant.
Restoration of Project. If the period of condemnation
of the use, for a limited period, of all or part of the Project
shall end before the Bonds and interest thereon have been paid in
full, Tenant shall, upon being restored to possession, restore the
Project as nearly as may be possible to the condition existing
immediately prior to such condemnation.
ARTICLE XX
Damage or Destruction by Fire or Other Casualty. If at
any timeduring the life of this lease the Facility is damaged or
destroyed by fire or other casualty, Tenant shall proceed with
due diligence to repair, restore, rebuild or replace said damaged
or destroyed Facility to as good condition as it was immediately
prior to such damage or destruction, subject to such alterations
as Tenant may elect to make.
Application of Insurance Moneys in Event of Tenant's De-
fault. Anything in this article to the contrary notwithstanding,
Landlord shall have the right at any time and from time to time to
notify the Insurance Trustee to withhold payment of all;or any
part of the insurance moneys to Tenant in the event (i) Tenant is
in default in the payment of basic rent or additional rent,,. (ii)
Landlord has given notice to Tenant of any other default on Ten-
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CONSOLIDATED -SALIVA
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ant's part under this lease or (iii) a default described under
Article XXI has occurred. After receipt of such notice from the
Landlord, the Insurance Trustee shall not pay any part of the
insurance moneys to Tenant without Landlord's prior written con-
sent. In the event Tenant shall cure the defaults specified in
(i) and (ii) above or a default specified in (iii) above shall
i
cease to exist, Landlord shall so notify the Insurance Trustee
and after receipt of such notice, the Insurance Trustee shall
i
make payments from the insurance moneys to Tenant in accordance with
the provisions of this article; provided, however, that if this
lease is terminated or Landlord otherwise re-enters and takes
possession of the Project without terminating this lease under the
provisions of Article XXI the Landlord may direct the Insurance
Trustee to pay all of the insurance moneys then held by it to the
Fiscal Agent for deposit in the Principal and Interest Account
and upon such payment to the Fiscal Agent all duties, responsibil-
ities and obligations of the Insurance Trustee with respect to
such insurance moneys, and any rights of the Tenant in and to such
insurance moneys, shall cease.
Application of Insurance Moneys After Payment of Bonds.
If such damage or destruction to the Facility occurs during the
life of this lease but after the Bonds and interest thereon have
been paid in full, all of the insurance proceeds shall become the
absolute property of Tenant and be forthwith delivered and paid
over to Tenant.
ARTICLE XXI
Default Provisions. This lease is made on condition
that if:
(a) Tenant defaults in the due and punctual
payment of basic rent or additional rent;
(b) Tenant defaults in the keeping or performance
of any other covenant or obligation herein contained
�. -31-
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INI
on Tenant's part to be kept or performed, and Tenant
fails to remedy the same within thirty (30) days after
Landlord or the Fiscal Agent has given Tenant written
notice specifying such default (or within such addi-
tional period, if any, as may be reasonably required
to cure such default if it is of such nature that it
cannot tie cured within said thirty (30) day period be-
cause of governmental restriction or other cause beyond
the control of the Tenant); or
(c) Tenant shall file a voluntary petition under
the Bankruptcy Act, as amended; or an involuntary peti-
tion under the Bankruptcy Act, as amended, is filed
against Tenant and Tenant, after full hearing is ad-
judged to be bankrupt, insolvent or unable to pay its
debts as they mature; or Tenant makes an assignment
for the benefit of its creditors or a receiver, after
full hearing, be appointed or retained to take charge
of and manage Tenant's business; or any execution or
attachment shall issue against Tenant whereupon the
Project, or any part thereof, or any interest therein
of Tenant under this lease shall be taken or attempted
to be taken and the same is not released prior to judi-
cial sale thereunder (each of the events described in
this subparagraph being deemed a default under the pro-
visions of this lease);
then Landlord may at Landlord's election (but, until the Bonds and
interest thereon are fully paid, only with the written consent of
the holders of seventy-five per cent (75%) of the aggregate princi-
pal amount of the Bonds then outstanding) then or at any time
thereafter, and while such default shall continue, give Tenant
written notice of intention to terminate this lease on a date
specified therein, which date shall not be earlier than ten (10)
days after such notice is given, and, if all defaults have not
then been cured on the date so specified, Tenant's rights to pos-
session of the Project shall cease and this lease shall thereupon
be terminated, and Landlord may re-enter and take possession of
the Project as of Landlord's former estate; and as an alternative
remedy Landlord may at Landlord's election, without terminating
the term, or this lease, re-enter the Project or take possession
thereof pursuant to legal proceedings or pursuant to any notice
provided for by law, and having elected to re-enter or take pos-
session of the Project without terminating the term, or this lease,
-32-
r:' C
CONSOLIDATED-$ALINA
Landlord shall use reasonable diligence to relet the Project, or
parts thereof, as agent of and for the account of Tenant for such
term or terms and at such rental and upon such other terms and
i
conditions as Landlord may deem advisable, with the right to make
alterations and.repairs to the Facility, and no such re-entry or
taking of possession of the Project by Landlord shall be construed
as an election on Landlord's part to terminate this lease, and no
such re-entry or taking of possession by Landlord shall relieve
Tenant of its obligation to pay basic rent and additional rent, or
of any of its other obligations under this lease, all of which
shall survive such re-entry or taking of possession, and Tenant
shall continue to pay the basic rent and all additional rent
provided for in this lease until the end of the term and whether
or not the Project shall have been relet, less the net proceeds,
if any, of any reletting of the Project after deduction of all of
Landlord's expenses in or in connection with such reletting, in-
cluding without limitation all repossession costs, brokerage com-
missions, legal expenses, expenses of employees, alteration costs
and expenses of preparation for reletting. Having elected to re-
enter or take possession of the Project without terminating the
term, or this lease, Landlord may (but, until the Bonds and inter•
est thereon are fully paid, only with the written consent of the
holders of seventy --five per cent (75%) of the aggregate principal
amount of the Bonds then outstanding) by notice to Tenant given at
any time thereafter while Tenant is in default in the payment of
basic rent or additional rent or in the performance of any other
I
obligation under this lease elect to terminate this lease on a
,date to be specified in such notice, which date shall be not
earlier than ten (10) days after the giving of such notice, and if
all defaults shall not have then been cured, on the date so speci-
fied, this lease shall thereupon be terminated. f in accordance
-33-
with any of the foregoing provisions of this article Landlord shall
have the right to elect to re-enter and take possession of the
Project, Landlord may enter and expel Tenant and those claiming
through or under Tenant and remove the property and effects of both
or either (forcibly if necessary) without being guilty of any man-
ner of trespass and without prejudice to any remedies for arrears
of rent or preceding breach of covenant.
Survival of Obligations. Tenant covenants and agrees
that its obligations under this lease shall survive the cancella-
tion and termination of this lease, and that Tenant shall continue
to pay basic rent and additional rent, and perform all other ob--
ligations provided for in this lease, all at the time or times pro-
vided for in this lease.
ARTICLE XXII
Performance of Tenant's Obligations by Landlord. If Ten-
ant shall fail to keep or perform any of its obligations as pro-
vided in this lease in respect of (a) maintenance of insurance,
(b) payments under Article V (c) repairs and maintenance of the
Project, (d) compliance with legal or insurance requirements, (e)
keeping the Project lien free, or in the making of any other pay-
ment or performance of any other obligation, then Landlord may
(but shall not be obligated so to do) upon the continuance of such
failure on Tenant's part for thirty (30) days after notice of such
failure is given Tenant by Landlord, and without waiving or releas-
ing Tenant from any obligation hereunder, as an additional but not
exclusive remedy, make any such payment or perform any such obliga-
tion, and all sums so paid by Landlord and all necessary incidental
costs and expenses incurred by Landlord in performing such obliga-
tions shall be deemed additional rent and shall be paid to Land-
lord on demand, or at Landlord's option may be added to any install-
ment -of basic rent thereafter falling due, and if not so paid by
3,
%Pst���
-34-
CONSOLMATED-SALIVA
11
�J
I�
>e
lfOd r
Tenant Landlord shall have the same rights and remedies provided
for in Article XXI in the case of default by Tenant in the payment
of basic rent'.
ARTICLE XXIII
Surrender of Possession. Upon accrual of Landlord's
right of re-entry because of'Tenant's default hereunder or upon
the cancellation or termination of this lease, Tenant shall peace-
fully surrender possession of the Project to Landlord in good
condition and repair, ordinary wear and tear excepted; provided,
however, Tenant shall have the right to remove from the Project
the furniture, trade fixtures, machinery and equipment, buildings
and improvements owned by Tenant. All repairs to and restorations
of the Project required to be made because of such removal shall
be made by and at the sole cost and expense of Tenant. All furni-
ture, trade fixtures, machinery and equipment, buildings and im-
provements owned by Tenant and which are not so removed from the
Project prior to the termination of this lease become the separate
and absolute property of Landlord.
ARTICLE XXIV
Notices. All notices required or desired to be given
hereunder shall be in writing and all such notices and other writ-
ten documents required or desired to be given hereunder shall be
deemed duly served and delivered for all purposes (a) upon Landlord,
if delivered in person to its duly elected, qualified and acting
Mayor or Clerk or if a copy thereof be mailed by certified or
registered mail, postage prepaid, addressed to Landlord at the
public office of its duly elected, qualified and acting Clerk or
at such other place as Landlord from time to time may designate
in writing to Tenant, and (b) upon Tenant, if del-vered in person
to any executive officer of Tenant or if a copy thereof be mailed
by certified or registered mail, postage prepaid, addressed to
-35-
It
Tent at Salina, Kansas, or at such other place as Tenant from
time to time may designate in writing to Landlord. All notices
given by certified or registered mail as aforesaid shall be deemed
duly given as of the date they are so mailed.
ARTICLE XXV
Net Lease. The parties hereto agree (a) that this lease
is intended to be a net lease, (b) that the payments of basic rent
are designed to provide Landlord and its Fiscal Agent with funds i
adequate in amount to pay the principal of and interest on the
Bonds as the same become due and payable, (c) that to the extent
that the payments of basic rent are not sufficient to provide Land-
lord and its Fiscal Agent with funds sufficient for the purposes
aforesaid, Tenant shall be obligated to pay, and it does hereby
covenant and agree to pay, upon demand therefor, as additional
rent, such further sums of money, in cash, as may from time to
time be required for such purposes. After the payment of all
principal of and all interest on the Bonds authorized herein and
all costs incident to the payment of the Bonds have been paid or
provision for payment provided for, the Fiscal Agent holds unex-
pended funds received in accordance with the terms hereof, such
unexpended funds shall, after payment therefrom to Landlord of all
sums then due and owing, become the absolute property of Tenant.
ARTICLE XXVI
Rights and Remedies. The rights and remedies reserved
1
by Landlord and Tenant hereunder and those provided by law shall
I
be construed as cumulative and continuing rights. No one of them
shall be exhausted by the exercise thereof on one or more occasions.
Landlord and Tenant shall each be entitled to specific perform-
ance, and injunctive or other equitable relief for any breach or
threatened breach of any of the provisions of this lease, notwith--
standing the availability of an adequate remedy at law, and each
-36-
CONSOLIDATED -SALIVA
1
1
1
I
party hereby waives the right to raise such defense in anyrpro-
ceeding in equity.
Waiver of Breach. No waiver of any breach of any
covenant or agreement herein contained shall operate as a waiver
of any subsequent breach of the same covenant or agreement or as a
waiver of any breach of any other covenant or agreementeand in
case of a breach by Tenant of any covenant, agreement or undertak-
ing by Tenant, Landlord may nevertheless accept from Tenant any
payment or payments hereunder without in any way waiving Landlord's
right to exercise any of its rights and remedies provided for herein
with respect to any such default or defaults of Tenant which were
in existence at the time such payment or payments were accepted
by Landlord.
Abandonment by Tenant. If Tenant vacates or abandons
the Project, Landlord shall have all the same rights and remedies
against Tenant by reason thereof as are herein granted to Landlord
upon and by reason of a default of the Tenant.
ARTICLE XXVII
iQuiet Enjoyment and Possession. Landlord covenants that
as long as Tenant shall not be in default under this lease, Tenant
shall and may peaceably and quietly have, hold and enjoy the Pro-
ject leased hereunder and that Landlord will defend Tenant's en-
joyment and possession thereof against all parties.
Additional Covenants of Tenant.
(a) Tenant covenants that it is a corporation duly
organized and existing under the laws of the State of Kansas with
lawful power and authority to enter into this lease, acting by
and through its duly authorized officers. The ex cution of this
lease and the performance of the terms of this le�se by Tenant will
not result in a breach of any of the terms of, orl'constitute a de-
fault under, any indenture, mortgage, deed of tru t, lease or other
-37-
.cnc-
7o d
99i:'-
agreement or instrumient to V:t:ich Tenant is a party or by or
any of its property is bour:d, or the Tenant's Articles of Inc}» or -ion
l%p
or bylaws, or any order, rule or regulation applicable to Tenant or
property of any court or other governmental body.
(b) Tenant agrees to comply with: all of the ter.::s and provi-
sions of any license agreements relating to the operation of the acil� .,
In the event any license agreement is terminated for any reason,
shall within a reasonable time enter into a new license aLrreeraent Frith
recognized hotel -motel management firm.
(c) Tenant covenants and agrees that it will do or cause to ;,e
done all things necessary to comply with the terms and con-:itions of
t he i.ortgage Commitment, dated June 1, 190'7, of the P�iercant :le ::ort -a�
r,
Company and, if the rights thereunder are exercised, to apply the pro-
ceeds of such mortgage loan to the payment of the Series A ponds at
maturity. Tenant further agrees to exercise its rights under said :,"ort -
gage Commitment when requested to do so in writing, by Landlord.
Traditional Financin . If the Landlord and Tenant are unable to
market the Permanent Series A refunding Boyds as co--,;e,-,.Plated by the
covenants and recitations of Exhibit C. then commencinm t,pril lc, 197u,
the Landlord and Tenant shall timely do and perform each and every act
required to oe performed to complete and consummate t::4 procurement of
the traditional financing in accord i^, Lth the cr iteriC of Exhibit C.
Tenant has assigned the proceeds of the commitment of "Tercantile ::ort:-ag`
CO:,:pany (:..ilton Item 7) Unto the Fiscal Agent and `�'::� :�ercantile : cr.ga,
Company has consented to the assign .ent in the form of " xh:ibit D and
respectively, hereto annexed and incorporated herein.
Audit Statements. Tenant agrees to keep proper bocI:s,
re;;ords and accounts in which complete and correct e nt_ les will be
ma. e of all transactions relating to the Project. Said boo, --,s rill
be kept by the Tenant according to standard accounting prac,�ice.
Te :ant will furnish to the Fiscal Ag � t here ' 10 )
Agent not ..ore ,,.:ar. ninety �,u
days after the close of each fiscal year, complete financial state:er.ts
coverin in reasonable detail the operation of the ?rcjact dur-4-2
said year, certified bya certified public account -ant. 7: addition to
the above annual audit reports, Tenant.agrees to furnis- to saki
'' parties noty later than the 15th day of each month an operation st .te::e�:t
CONSOLIDATED -SAUNA
1
1
it
covering the operations of the Tenant relating to the Project dur-
ing the preceeding month.
Amendments. This lease may be amended, chan[red or modi-
fied only by agreement in writin7 executed by Landlord and Tenant;
I
provided, however, that any amendment, chance or modification
which materially affects the security of the bond holders or
which reduces the basic rentor additional rent to be paid by
Tenant hereunder shall require the prior written consent of
the holders of one hundred per cent (1005.) of the aggregate
principal amount of the Ponds then outstanding.
Construction and Enforcement. This lease shall be con-
strued and enforced in accordance with the laws of Kansas. t,,lherever
in this lease it is provided that either party shall or will make
any payment or perform or refrain from performinL7 any act or obliga-
tion, each such provision shall, even though not so expressed, be
construed as an express covenant to make such payment or.to per-
form, or not to perform, as the case may be, such act or obligation.
Pledge of Project and Earnings. Tenant aoknowledaes that
the Project and the earnings therefrom have been pledged by Land-
lord to the payment of the Bonds and the interest thereon to the
extent permitted under the provisions of the Act.
Priority of Lease. Notwithstanding; anything to the con-
trary in this lease, so long as Tenant shall not be in default
under this lease, this lease and the estate of Tenant hereunder
are and shall continue to be superior and prior to any and all
mortgages now or hereafter a lien upon the.Pro,ject
or anv part thereof or interest therein.
eased hereunder
U
0
. � r
r
Invalidity of Provisions of Lease. If for any reason
any provision hereof shall be determined to be invalid or unen-
forceable, the validity and effect of the other provisions hereof
shall not be affected thereby.
Covenants Run With Leased Project. The covenants, agree-
ments and conditions herein contained shall run with the Project
leased and shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
Paragraph HeadinP-s. The paragraph headings shall not
be treated asa part of this lease or as affecting the true meaning
of the provisions hereof.
Execution of Counterparts. This lease may be executed Rp
simultaneously in two or more counterparts, each of which shall'
be deemed to be an original, but all of which together shall consti-
tute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed
these presents the day and year first above written.
O�
SAVIN CITY OF SALINA
ow By
'014 — --
T �' • fe
ATiNT
City Clerk
SALINA COr• MUTI,1ITY INN OF AMERICA, INC.
Cp
, resident
Secreta_ •y
-40-
CONSOLIDATED-SALINA
1
1
1
STATE OF KANSAS
SS.
COUNTY OF SALINE j
BE IT REMEMBERED, that on this ` day of 6-c- ,
1967, before me, the undersigned, a Notary Public in'and for the
County and State aforesaid,Eame Carl R Rundquist , Mayor of the City of
Salina, a municipal corporation duly organized, incorporated and
existing under and by virtue of the Constitution and laws of the
State of Kansas, and H. E. Peterson, City Clerk of said City, who are
personally known to me to be such officers, and who are personally
known to me to be the same persons who executed, as such officers,
the within instrument on behalf of said City, and such persons duly
acknowledged the execution of the same to be the act and deed of said
City..
•�..•.�,����� N WITNESS WHEREOF, I have hereunto set my hand and affixed
£fi4 seal, the day and year last above written.
•..••N �� Notary Public
My commission expires QnAe 2/, Z' %
STATE OF KANSAS
SS.
COUNTY OF SALINE
BE IT REMEMBERED, that on this day of
1967, before me, the undersigned, a Nota r Public in and or e
County and State aforesaid, came A1: ,E qT 3 , 2 tq wf-`Z "Tj7—
President of Salina Community Inn of America, Inc., a corporation duly
organized, incorporated and existing under and by virtue of the laws
of Kansas, and (2, /.. , C/A - le /-V , Secretary of said cor-
poration, who are personally known to me to be such officers, and who
are personally known to me to be the same persons who executed, as
such officers, the within instrument on behalf of said corporation,
and such persons duly acknowledged the execution of the same to be
the act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set m' hand and affixed
my official seal, the day and year last above writte�.
�j► .• �- Notary is
MOTAR�•• a:
comm ssitt expires y7a
-41-
T1/"fTT TTm n
0
Schedule of Rent Installments Necessary for the Payment of In-
terest on and Retirement of the Industrial Revenue Bonds of
1967, Series A
YEAR ENDING
JULY 1 AMOUNT
1968 July 1 $ 233625
1969 January 1 - $ 23,625
July 1 - $ 23,625
1970 January 1 - $ 23,625
July 1 - $923,625
0
CONSOLIDATED-SALINA
I I
1
1
i
I
1
EXHIBIT
D
'
Schedule of Rent Installments
Necessary
for
the Payment of In-
terest on and Retirement of the Industrial
Revenue Bonds of
1967, Series B
YEAR ENDING
JULY 1
AMOUNT
1968
January
1
- $
22,680
July
1
- $
223,680'
1969
January
1
- $
22,680
July
1
- $
22,680
.1970
January
1
- $
22,680
July
1
- $622,680
y