6911 IRB Community InnR",sh,, L, ti, 6v,;� q,,� an rv,�ek,3 f J )q(a,
ORDINANCE NO. 6911
AN ORDINANCE AUTHORIZING THE CITY OF SALINA,
KANSAS, TO ACQUIRE A SITE FOR AND CONSTRUCT
AND EQUIP A BUILDING TO BE USED FOR CO'I1MERCIAL
FACILITIES; AUTHORIZING AND DIRECTING THE IS -
"UA'
110E Or,$1,500,000 PRINCIPAL AIT,10UNT OF SALIPdA,
KANSAS $ =17 UNITY IN:d AND CONVENTION CENTER
REV%1UE BONDS, SERIES A. OF SAID CITY FOR THE
PURPOSE OF CONSTRUCTING AND EQUIPPING A BUILD-
ING TO BE USED FOR CO"'IMERCIAL FACILITIES; PRE-
SC'?IBING THE POR" AND AUTHORIZING THE EXECUTION
OF A LEASE AGREEMENT BY AND BETWEEN SAID CITY
A14D SALI JA COMMUNITY INN OF AMERICA, INC., A
KANSAS CORPORATION+
WHEREAS, the City of Salina, Kansas, a city of t'.�:_, first
class, hereinafter sometimes referred to as the "City", desires to
PGromote, 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 econ-
oMic welfare and prosperity of the State of Kansas.
WHEREAS, pursuant to the provisions of K.S.A. 12--1740
to 12-17+9, said City is authorized to issue industrial revenue bonds
of the City, and it is hereby found and determined to be advisable
and in the interest and for the welfare of the City and its inhabit-
ants that industrial revenue bonds of the City in the principal amount
o $1,00,000 be authorized and issued, for the purpose of providing
funds to pay the cost of acquiring a site for and constructing and
equipping a building to be used for commercial facilities to be
leased to Salina Community Inn of America, Inc., a Kansas corporation,
hereinafter sometimes referred to as the "Company", the proceeds of
said bonds to be used for said purpose in conjunction with the pro-
celeds of an issue of Salina, Kansas, Community Inn and Convention
Ceot-er Revenue Bonds, Series B, and the sum of $900,000 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
3-24-66
hereinafter described.
NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF
THE CITY OF SALINA, KANSAS:
SECTION 1. That the City of Salina, Kansas, is hereby
authorized to acquire a site for and pay for the construction and
equipping of a building to be used for commercial facilities on
the following described real property, to wit:
All of Lots Eirrhty-four (84), Eighty-six (86)1, Eighty-eiht
(88), Ninety (90), Ninety-two (92), Ninety-four (94) g
Ninety-six (96) and Ninety-eight (98) on Fourth Street,
in the Original Town (now City) of Salina, Saline County,
Kansas.
All of Lots One Hundred (100), One Hundred Two (102), One
hundred -four (104), One Hundred -six (106) and One Hundred-
eir;ht (108), Except that part taken for Railroad Right-of-
way, all on Fourth :Street, in the OriP;inal Town (now City)
of Salina, Saline County, Kansas.
All of Lots Eighty-nine (89), Ninety-one (91), Ninety-
three (93), Ninety-five (95), Ninety-seven7Ninety-
nine (99), One Hundred One (101), One Hundred Th
Three
One Hundred -five (105) and One Hundred Seven (107), all on
Fifth Street in the Original Town (now City) of Salina, in
Saline County, Kansas.
Subject to: (i) easements, restrictions
and reservations of record, and (ii) the
rights of the public in that part of the
aforesaid premises, if any, now lying and
being in public roads and highways.
Said real estate and building and any other improvements relating
tlic , oto being h_-r2ina.f r described as the "Facil iy" ii7
accordance with the provisions of the Lease dated April 1, 1966,
between 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
tieing referred to in the Lease as the "Project"), all at an amount
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which shall not exceed the cost of $2,100,000 to said City,,
SECTION 2. That for the purpose of constructing; and
equinpinq a building to be used for commercial facilities to be
leased to Salina Community Inn of America, Inc., a Kansas corpora-
tion., there shall. be issued and hereby are authorized and directed
to be issued a series of Salina, Kansas, Community Inn and Conven-
tion Center Revenue Bonds, Series A. of the City of Salina, Kansas,
in the principal amount of $125003000. 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 .Pacility and not .from any other fund or source. The
City hereby pledges the Facility and said rentals, income and other
moneys to the payment of the bonds and the interest thereon.
SECTION 3. Said Revenue Bonds, Series A, of the City
of Salina, Kansas, shall consist of 300 bonds, numbered from 1 to
3003 inclusive, each of said bonds being; in the denomination of
$5,000. All of said bonds shall be dated April 1., 1966, and said
bonds shall be numbered, shall become due serially on December 1
in each year and shall bear interest as follows;
NUMBER'
AMOUNT
1
- 6
$309000
7
- 12
30,000
13
- 19
352000
20
- 26
35,000
�7
— 37
55,000
38
— 48
55,000
49 —
60
60,000
61 —
72
6o.000
73' —
85
65,000
86 —
99
703000
100 -
113
000
114 -
128
75,000
C6_. tiI0-�, _
?17 S's
MATURITY
DECEMBER 1
1968
1969
1970
1971
1972
1973
1974
1975
1976
1977
1978
1979
—3—
INTEREST
4 3/4%
11 3/4%
4 3/4%
4 3/4%
4 3/4"
4 3/4%
11 3/4%
11 3/4%
4 3/4%
4 3/4%
4 3/11%
4 3/47
129
- 144
801000
1980
4
3/4%
145
- 160
80,000
1981
4
3/4%
161
-177
85,000
1982
4
3/4%
178
- 195
903000
1983
4
3/4%
10
- 214
95,000
1984
4
3/4%
2.15
- 234
100,000
1985
4
3/4%
235
- 254
105,000
1986
4
3/4%
255
- 276
1103000
1987
4
3/4%
277
- 300
115,000
1988
4
3/4%
Said bonds shall bear interest from date, payable June 1,
1966, and the.renfter se-iannually on December 1 and .lune 1 in o_Lcl).
year, at the r-te hereinabove specified.
In addition to the above basic rate of interest, all out-
standing and unmatured bonds shall beat an additional rate of interest
represented by separate detachable interest coupons designated "A"
at 1 1/11% per annum for the period from May 1, 1966, through May 31,
1972, payable on June 1, 1966, and thereafter semiannually on Decem-
ber 1 and June 1 in each year.
Bonds numbered 1 to 160, inclusive, shall become due with-
out option of prior payment, except as hereinafter specified, but
bonds numbered 161 to 300, inclusive, may be called for redemption
and payment at the option of said City in whole or in part, in
inverse numerical order, on December 1, 1981, or on any interest pay-
ment date thereafter at the par value thereof, plus accrued interest
thereon to date fixed for redemption and payment, together with a
premium which shall be equal to 4 3/4% of the principal amount of
bonds so redeemed and paid.
Each of said bonds numbered 1 to 300, inclusive, shall be
subject to redemption and payment on any interest payment date upon
either of the following conditions or events, provided all of said
bonds are so redeemed and paid: (1) If title to, or the use for a
limited period of, substantially all of the Facility subject to said
Lease be condemned by any authority having the power of eminent do -
mann or (2) If substantially all of the improvements and equipment
constituting, a part of such Facility are damaged or destroyed by fire
or other casualty. In either of such events all of said bonds shall
-4-
be subject to redemption and payment at the par value thereof, plus
accrued interest thereon to date fixed for redemption and payment,
together with a premium which shall be equal to 2 1/4% of the
principal amount of bonds so redeemed and paid.
Notice of any redemption provided for by this Ordinance
shall be given by United States registered mail to the paying agent
herein designated and to Almon, McKinney & Dudley, Inc., in the
City of Dallas, Texas, 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 hereinafter provided shall be payable in lawful money of the
United States of America at Mercantile National Bank at Dallas, in
the City of Dallas, Texas, hereinafter sometimes referred to as the
"Paying Agent."
SECTION 4. Said bonds and each of them shall be executed
for and on behalf of the City by the Mayor and attested by the City
Clerk, with the seal of the City affixed. Interest coupons shall be
attached to said bonds representing; the interest to mature there-
on, and said interest coupons shall bear the facsimile signatures of:
the Mayor and City Clerk of said City.
SEC'T'ION 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
SERIES A
KNOW ALL MEN BY THESE PRESENTS: That the City of Salina,
-5-
in the County of Saline, State of Kansas, for value received, hereby
promises to pay, out of the revenuas 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
December, 19_, and to pay interest thereon from the date hereof at
the rate of four and three-quarters per cent (4 3/4%) per annum, and
for the period beginning May 1, 1966, and ending May 31, 1972, only,
additional interest, represented by separate detachable coupons des-
ignated "A", at tyle rate of one and one quarter percent (1 1/4%) per
annum, (likewise payable out of said revenues) payable on June 1,
1966, and thereafter semiannually on December land June lin 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 princi-
pal of and interest on this bond being payable at Mercantile National
Bank at Dallas, in the City of Dallas, Texas.
THIS BOND is one of an authorized series of 300 bonds of
like date and tenor, except as to number, privilege of redemption,
and maturity, aggregating the principal amount of �1,500,000, num-
bered from 1 to 300, inclusive, each in the denomination of $5,0003
authorized by ordinance of said City, issued for the purpose of pro-
viding funds to pay the cost of constructing and equipping a building
to be used for commercial facilities (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 ,f
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 amend-
ments thereof and acts supplemental thereto, and all other provi-
sionls of the laws of said State applicable thereto, and this bond
-6-
and all interest hereon are to be paid by said City of Sal-ina,
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 to the payment of the series
of bonds of which this bond is a part, and the interest thereon.
Reference is hereby made to the ordinance aforesaid and to said Lease
for a description of the covenants of the City with respect to the
collection, segregation and application of the revenues of said
Facility, the nature and extent of the security of said bonds, the
right of the City to issue additional bonds to finance the Facility,
the rights9duties 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 161 to 3003
inclusive, of the series of bonds of which this bond is one, may be
called for redemption and payment prior to maturity, in whole or in
part, in inverse numerical order, on December 1, 1981, or on any
interest payment date thereafter, at the par value thereof and ac-
crued interest to date of redemption, together with a premium
of 4 3/4% of the principal amount of bonds so redeemed and paid.
Each of the bonds of the series of which this bond is one
is subject to .redemption and payment prior to maturity at any time
upon any of the following; conditions or events, provided all of said
bonds are so redeemed and paid: (1) If title to, or the use for a
limited period of, substantially all of the Facility leased to said
tenant be condemned by any authority having the power of eminent
domain; or (2) If substantially all of the improvements and equipment
constituting a part of such Facility be damaged or destroyed by fire
or other casualty. In any of such events said bonds shall be subject
to redemption and payment at the par value thereof, plus accrued in-
terest thereon to date of redemption, together with a premium of
-7-
2 1/4f of the principal amount of bonds so called for redemption and
payment.
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.
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 perform-
ed and do exist in due and regular form and manner as required by
the Constitution and laws of the State of Kansas.
IN WITNESS !,,THERE -OF., the City of Salina, Kansas, by its
governing; body, has caused this bond to be signed by its Mayor and
attested by its City Clerk, and its corporate sea]. 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 April, 1966.
ATTEST:
City Clerk
Mayor
Coupon No.
(FORM OF COUPON)
First Coupon for 2 All other Coupons for
months from April 1, 6 months due June 1
1966 due June 1 1966 and December 1
9.5 $118-75
Unless previously called for prior ) June 1,
redemption and payment thereof duly made or pro-
vided for, on the first day of 'Tune
the City of Salina, Kansas, will pay bearer,
solely from the money and revenue received from
the _fees charged and rentals received for the use
of the Facility described in the bond to which
this coupon is attached, and not from any other
fund or source,
in lawful money of the United States of America,
at Mercantile National Bank at Dallas, in the
City of Dallas, Texas, being; interest due on its
Salina, Kansas, Community Inn and Convention
Center Revenue Bond, Series A. dated April 11
1966, No.
ATTEST:
(facsimile)
City Clerk
(facsimile)
Mayor
December 1, 19—.
City of Salina,
Kansas
Salina, Kansas,
Community Inn
and Convention
Center Revenue
Bond, Series A.
-------------------------------------------------------------------
(FORM OF SUPPLEMENTAL COUPON)
Coupon No. A
First Coupon
for 1 month
due June 1, 1966
$5.21
Other Coupons for 6
months due June 1
and December 1
31.25
Unless previously called for prior re-
demption and payment thereof duly made or pro-
vided for on the Pi.rst da of June 19
' y December,
the City of Salina, Kansas, will pay b.:arer,
solely from the money and revenue received from
the fees charged and rentals received for the use
of the Facility described in the bond to which
this coupon is attached, and not from any other
fund or source,
, in
lawful money of the United States of America, at
Mercantile National Bank at Dallas, in the
City of Dallas, Texas, being interest due on its
Salina, Kansas, Community Inn and Convention
Center Revenue Bond, Series A, dated April 1,
1966.
No.
(facsimile)
Mayor
ATTEST:
(facsimile)
City Clerk
STATE OF KANSAS )
) SS.
COUNTY OF SALINE )
June 1,
December 1, 19
City of Salina,
Kansas
Salina, Kansas,
Community Inn
and Convention
Center Revenue
Bond, Series A.
I, the undersigned, the City Clerk of the City of Salina,
Kansas, hereby certify that the within Bond, of the City of Salina,
Kansas, has been duly registered in my office according to law.
WITNESS my hand and official seal this day of
-10-
, 1966.
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, Series A, of the City herein authorized, and to
deliver said bonds to Almon, McKinney & Dudley, Inc., of Dallas,
Texas, the purchaser thereof, on payment of the purchase price ir'-Iich
shall be deposited with the Fiscal Agent hereinafter designated.
SECTION 7. The City hereby designates (1) Mercantile
National Bank at Dallas in the City of Dallas, Texas, as the City's
Fiscal Agent, hereinafter referred to as the Fiscal Agent and (2)
Planters State Bank in the City of Salina, Kansas as its Co -Fiscal
Agent, hereinafter referred to as the Co -Fiscal Agent.
There is hereby authorized and ordered to be established
in the hands of the Fiscal Agent five separate accounts, as follows:.
(a) "Salina Community Inn of America, Inc. Construction
Fund" (hereinafter referred to as the "Construction Fund.")
(b) "City of Salina, Kansas, Principal and Interest Ac-
count for Salina, Kansas, Community Inn and Convention Center Revenue
Bonds, Series A, Dated April l,_ 1966" (hereinafter referred to as
the "Principal and Interest Account for Series A Bonds.")
(c) "Reserve Account for Salina, Kansas, Community Inn
and Convention Center Revenue Bonds, Series A, Dated April 1_, 1966"
(hereinafter referred to as the "Reserve Account for Series A Bonds.")
(d) "City of Salina, Kansas, Principal and Interest
Account for Salina, Kansas, Community Inn and Convention Center
Rev=enue Bonds, Series B, dated Anril 1, 1966" (hereinafter referred
to as the "Principal and Interest Account for Series B Bonds.")
(e) "Redemption Account for Salina, Kansas, Community Inn
and Convention Center Revenue Bonds, Series A. Dated April 1, 1966"
(hereinafter referred to as "Redemption Account for Series A Bonds.")
There is hereby authorized and ordered to be established
in the hands of the Co -Fiscal Agent two separate accounts, as follows:
(f) "Salina Community Inn of America, Inc., Revenue
Account" (hereinafter referred to as the "Revenue Account.")
0-) "Reblacement and Maintenance Account - Salina
Community Inn and Convention Center Revenue Bonds, Dated April 1,
1966" (hereinafter referred to as the "Replacement and Maintenance
Account.")
SECTION 8. The proceeds from the sale of said bonds ( less
any expenses incurred by said City in connection with the issuance
and sale thereof, including; but not limited to underwriting expenses,
legal fees and expenses of counsel and publication expenses, which
expenses shall be paid out of said proceeds by the Fiscal Agent as
directed by the City and any accrued interest received by said City
from the sale of said bonds, plus such additional amount as may be
necessary, together with such accrued interest, to pay the interest
becominrr due on the Series A and Series B Bonds on June 1 and
December 1, 1966, June 1 and December 1, 1967 and June 1, 19681
and deposit same in "Principal and Interest Account for Series A
Bonds," and "Principal and Interest Account for Series B Bonds,"
respectively, hereinafter created, said deposit representing;
interest durinrr, the construction of the Facility), together with
$6501000 cash from tenant, shall be deposited in the "Construction
Fund." The Fiscal Agent shall make disbursements from said Con-
struction Fund for the completion of the Facility in accordance
with the terms and provisions of the Lease dated April 1, 19663
-12-
between said City and said Salina Community Inn of America, Inc.,
and authorized by the provisions of this ordinance. Any moneys in
said Fund not required for such purpose shall be deposited in the
'Trincipal and Interest Account for Series A Bonds" at such time as
the Company shall certify that the Facility is complete.
SECTION 9. The City covenants and agrees that from and
after the delivery of the Series A Revenue Bonds herein authorized
and continuing so long as any of said bonds shall remain outstanding,
said City will maintain said accounts Neferred to in Section 7, here-
inbefore set out.
SECTION 10. As long as any of the Bonds herein authorized
remain outstanding and unpaid, Salina Community Inn of America, Inc.,
shall deposit with the Co -Fiscal Agent in the "Revenue Account" as
hereinbefore provided, monthly, beginning on the 10th day of the
month following the date the project is put into operation, but in
no case later than December 10, 1967, and on the 10th day of each
month thereafter (a) 1/12 of the aggregate requirements as called
for by Exhibits C, D, E and F hereto being the aggregate of all
basic rent as provided for under Article II of the Lease, and (b)
such additional amounts as may constitute additional rent as provided
for in Article II of said Lease. Additionally, Salina Community Inn
of America, Inc., shall deposit semi-annually on May 1 and November 1
of each year with the Co -Paying Agent in said "Revenue Account"
(e) all remaining net revenues derived from the operation of the
project after paying expenses of operating and maintaining the pro-
ject as provided for in Article XXVII (b) of the Lease.
The Co -Fiscal Agent is hereby directed to transmit to
Fiscal Agent on May 15 and November 15 of each year beginning in that
semi-annual period following which the project is put into operation,
but in no case later than November 15, 1967, all amounts then residing
in its "Revenue Account." The Fiscal Agent shall apply and allocate
-13-
these funds immediately upon receipt of same from the Co -Fiscal
Agent, as long as any of the Revenue Bonds herein authorized remain
outstanding and unpaid, as follows:
(a) There shall. first be credited to and deposited in
the "Principal and Interest Account for Series A Bonds," as herein-
before established, all moneys due under Exhibit C to said Lease.
(b) There shall next be credited to and deposited in the
"Reserve Account for Series A Bonds," as hereinbefore established,
all moneys due under Exhibit D to said Lease.
(c) There shall next be transmitted to the Co -Fiscal Agent
and the said Co -Fiscal Agent will credit to and deposit in the
"Replacement and Maintenance Account," as hereinbefore established,
all moneys required. under Exhibit F to said Lease.
(d) There shall next be credited to and deposited in the
"Principal and Interest Account for Series B Bonds," as hereinbefore
provided, all moneys due under Exhibit E to said Lease. The City's
obligations to make payments to said Principal and Interest Account
for Series B Bonds shall be junior and subordinate in all respects
to the City's obligation to make the payments provided for in sub-
paragraphs (a), (b) and (c) above.
(e) There shall next be credited to and deposited in the
"Redemption Account for Series A Bonds," as hereinbefore provided,
all remaining uncredited and unallocated funds held by the Fiscal
Agent; PROVIDED, HOWEVER, if the Company shall ever be compelled to
use or expend its operating; capital to such an extent as to reduce
the amount thereof available at any time to less than the amount re-
quired to be maintained by the Company under. Article II of the Lease
to wit the sum of 1150,0003 then and in such event, upon an appropri-
ate certificate signed by an executive officer of the Company, such
remaining and unallocated funds held by the Fiscal Agent shall be
paid out to the Company for that purpose and to the extent necessary
to restore operating; capital to the amount required by said Article II
of the Lease, before any such funds are allocated to said Redemption
Account for `aeries A Bonds.
All amounts credited to and deposited in said "Principal
and Interest Account for Series A Bonds" (Sub -Paragraph (a) above)
shall be expended and used for the sole purpose of paying the princi-
pal of and interest on said Bonds herein authorized as the same become
due. All moneys credited to and deposited in said "Principal and
Interest Account for Series B Bonds" (Sub -Paragraph (d) above) shall
be expended and used solely for the purpose of paying interest on
-14a-
and principal of said Series B Bonds in manner provided for by the
ordinance authorizing said Bonds.
All amounts credited to and deposited in said "Reserve
Account for Series A Bonds" (Sub -Paragraph (b) above) shall be
expended and used by the Fiscal Agent solely to prevent any default
in the payment of interest on or principal of said Series A Bonds if
moneys in the "Principal and Interest Account for Series A Bonds"
are insufficient to pay said principal or interest as and when the
same become due. When the amount in said "Reserve Account for
Series A Bonds" aggregates the principal amount of $120,000, the
Fiscal Agent shall not be required to make any further deposits to
said account, but if the Fiscal Agent shall ever be compelled to use
or expend any part of said deposits for the purpose of paying interest
on or principal of the Series A Revenue Bonds herein authorized, then
the Fiscal Agent shall, after mailing all deposits or credits at
the time required to be made under the provisions of Sub -Paragraph
(a) hereof, out of the first moneys available for that purpose, there-
after credit and deposit in said "Reserve Account for Series A Bonds"
sufficient funds until said withdrawals are restored. Said "Reserve
Account for Series A Bonds" shall be used by the Fiscal Agent for
the purpose of redeeming and paying the Revenue Bonds herein authorized
prior to their ultimate maturity provided all of such outstanding
Bonds are subject to payment and funds are available to pay the same,
according to their terms.
All amounts credited to and deposited in said "Replacerient
and Maintenance Account" (Sub -Paragraph (c) above) shall be expended
and used for making replacements or repairs to the Facility from
time to time. Moneys in the said account shall be paid out to the
Company for that purpose upon an appropriate certificate signed by
an executive officer of the Company, that such replacements and/or
repairs are necessary. Moneys in the said "Replacement and Maintenance
-15-
Account" small be allowed to accumulate wit�-iout limitation from
deposits made therein according to the provisions of Sub -Paragraph
(g) of Section 7 and Sub -Paragraph (c) of Section 10 in this
Ordinance and under Exhibit F to the Lease and may be used to the
limit available for replacements and/or repairs from time to time as
the same are necessary. Moneys in the said "Replacement and Mainten-
ance Account" shall also be used by the Fiscal Agent for the purpose
of paying the principal of and interest on the Series A Revenue Bonds
herein authorized if no other funds are available for that purpose.
All amounts credited to and deposited in said "Redemption
Account for Series A Bonds" shall be used by the Fiscal Agent for
the purpose of calling any of said bonds for redemption and payment,
if the same be subject to redemption, and said Fiscal Agent shall
act for the City in so calling said bonds, said redemption to be
made by the City in the manner and after the notice herein provided
for. Moneys in said Redemption Account for Series A Bonds shall also
be used by the Fiscal Agent to pay principal of and interest on said
Series A Bonds herein authorized, if no other funds are available for
that purpose.
SECTION 11. 11hen moneys accumulated in Principal and
Interest Account for Series A Bonds, Reserve Account for Series A
Bonds and Redemption Account for Series A Bonds shall aggregate an
amount sufficient to pay the principal of all of said Series A
revenue bonds then outstanding, and all interest accrued to date
fixed for redemption and payment, together with the premium required
to pay the same upon call for redemption and payment, and when said
bonds become subject to redemption, said City shall proceed to give
notice of such redemption in the manner herein specified, and said
Fiscal Agent shall forward the necessary funds to the Paying Agent
out of said Accounts. Any balance in said accounts not required for
said purpose shall be returned to Salina Community Inn of America, Inc.
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SECTION 12.
Moneys in the Construction Fund shall, upon
instructions from the Company, be invested by the Fiscal Agent in
direct obligations of the United }States Government becoming due within
twelve months from date of purchase. Moneys allocated and credited
to and deposited in Principal and Interest Account for Series A Bonds
may be invested by the Fiscal Agent, upon instructions from the
Company, in any such obligations becoming due not later than twenty
days prior to the next principal and interest paying date. Moneys
in the Reserve Account for Series A Bonds, in the Replacement Account
and in the Redemption Account for Series A Bonds shall be invested
by the Fiscal Agent or Co -Fiscal Agent upon the instructions from
the Company, in any such obligations becoming due within five years
from the date of purchase. No investment shall be made pursuant to
this Section for a period longer than the time the Fiscal Agent shall
determine that said funds are not required for the purpose for which
they are intended. All interest on any bonds or other investments
held in any account authorized and established by this ordinance
shall accrue to and become a part of such account.
SECTION 13. So long as any of the principal of and interest
on the revenue bonds herein authorized remain outstanding and unpaid,
the City covenants with each of the purchasers and owners of said
bonds as follows:
(A) The City will comply fully with all the terms, pro-
visions and conditions of the Lease which require performance by or
impose duties on the City and that it will not permit any default
to occur on the part of the City; that it will fully and promptly
enforce, and permit the Fiscal Agent to enforce on its behalf and on
behalf of the bondholders, all of the terms, provisions and condi-
tions of the Lease which require performance by, or impose duties on
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Salina Community Inn of America, Inc., and in the event of the
occurrence of a default, as defined in the Lease, will exercise, and
permit the Fiscal Agent to exercise on its behalf and on behalf of
the bondholders, all rights, and remedies conferred by the Lease
for tho full and complete protection of the security and rights of
the bondholders and to the extent permitted by the Lease, will use
its best efforts to procure a new tenant or tenants for the leased
property under lease provisions which will provide funds sufficient
in amount to make the rental payments and other charges which Salina
Community Inn of America, Inc is required to make under the Lease
dated Anril 1, 1966. 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 riot less than seventy-five per cent (75;5) 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.
(13) The City will. enforce, and will, permit the Fiscal
Agent to enforce on it behalf and on behalf of the bondholders,
collection of the rental payments and other charges in the amounts
and at the times set forth in the Lease authorized hereby and will
not reduce or cause or permit to be reduced the rental payments and other:
charges fixed, established and required by the Lease nor change or
alter the time cr gimes when the same are due and ;payable under
said Lease. The City's obl.i at:ion to pay the expenses of such en-
forcement 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 ween duly made or provided for, the City will not con --
sent 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 bondholder.
(D) Any purchase price o..: the leased property received
by City pursuant to the termination of the Lease, any proceeds or
condemnation awards, insurance proceeds or any other funds intended
for the purpose of paying said bonds will be used first solely and
enclusively to pay the bonds herein authorized and the interest thereon
according to their terms or to redeem and pay any of said bonds then
outstanding and unpaid and then subject to redemption and payment.
gpon receipt of any such Funds, is said bonds be then sub` :pct to
redemption and payment, the City shall proceed promptly to cell said
revenue bonds for redemption and payment according to their terms
and shall give notice thereof provided for by the teras of this
ordinance. Such funds shall be deposited with the Fiscal Agent,
and the same shall be used first solely for the payment of the
revenue bonds herein authorized, accrued interest thereon, any
premium provided for by this ordinance and the charges of the
Fiscal Agent for paylnC the same.
(E) 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 law or by the terms of said Lease sell or
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or otherwise dispose of the Facility or any part thereof; provided,
however, that said City may Issue from time to time additional
revenue bonds for the purpose of extending and improving the facili-
ties financed out of the proceeds of the revenue bonds herein author-
ized or completing the construction or acquisition thereof, or con-
structing and equipping additional improvements which extensions and
improvements may be located on the land hereinbefore described,
provided the following terms and conditions are met:
(a) The City shall have entered into a lease or agree-
ment with Salina Community Inn of America, Inc. with rentals or
payments at least sufficient to pay the principal of and interest
on said additional bonds as the same become due, and provided Salina
Community Inn of America, Inc. first enters into a management con-
tract with Hilton Hotel Corporation, a Delaware corporation, or an
affiliate of said corporation, for the operation and management of
said addition.
(b) Salina Community Inn of America, Inc. is not in de-
fault with respect to the payment of rent or with respect to any
other material obligation or covenant contained in said Lease.
(c) That the annual aggregate deposits made by the Com-
pany into the Revenue Account maintained by the Co -Fiscal Agent as
provided for in Section 10 of this ordinance, including the sum of all
basic rents, additional rents and surplus earnings from operations,
shall have exceeded for the two fiscal years prior to issuance of any
additional bonds, total annual requirements into the Principal and
Interest Account for Series A Bonds, Principal and Interest Account
for Series B Bonds as required in Exhibits C and E to the Lease, and
any additional bonds issued pursuant to subparagraph (d) below by
not less than one and one-half times, including the annual require-
ments on any bonds then proposed to be issued.
(d) Nothing contained in this Section 13 shall prevent
the City from issuing, not to exceed One Hundred Fifty Thousand
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Dollars ($150,000), additional principal amount of bonds under the
terms of this ordinance having a parity charge or lien on the revenues
of the Facility with the Series A Bonds authorized herein; provided,
however, such additional Bonds may only be issued for the purpose of
completing the Facility. Any such issuance of additional Bonds shall
be accompanied by a revision of basic rents under Exhibit C to the
Lease and mature substantially pro rata with the bonds authorized
herein.
(e) Nothing contained in this Section 13 shall prevent
the City from issuing, not to exceed $600,000, principal amount of
revenue bonds to finance the construction and equipping of the
Facility which bonds are to be paid out of rentals due under the
Lease, provided said additional bonds are junior and subordinate
in all respects to the Bonds h-erein authorized, including the pay-
ment of the principal and interest and said additional bonds become
due after December 1, 1988.
(F) The City will cause the Company to keep constantly
insured all buildings and improvements from time to time, constitut-
ing a part of the property and premises leased by the Company, in
the manner provided for by the Lease herein authorized. The City's
share of the proceeds of any such insurance policies shall be pay-
able to and deposited with the Fiscal Agent as Insurance Trustee.
Any of the proceeds of such policies shall be used and applied in
the manner set forth in Article XX of said Lease.
(G) The City will keep books and records, or cause the
Fiscal Agent to keep books and records relating to the Facility,
i,:rhich 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 relating to the leased property and improvements and
the original purchasers of the revenue bonds herein authorized, any
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bondholder of the bonds authorized herein, or their agents, shall
have the right at all reasonable times to inspect all records,
accounts and data of the City relating to the leased property and
improvements.
In the event said boo;is 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 standing or by
the City Clerk and shall make said audit available at all reasonable
times to any bondholder or to the Company. A copy of said audit
shall also be mailed to Almon, McKinney & Dudley, Inc. of Dallas,
Texas, the purchaser.
SECTION 14. The provisions of the bonds authorized by
this ordinance and provisions of this ordinance may be modified or
amended at any time by the City with the written consent of the
holders of not less than seventy-five per cent (75%) in aggregate
principal amount of the bonds herein authorized at the time outstand-
ing; provided, that no such modification or amendment siiall permit
or be construed as permitting.
(a) The extension of the maturity of the principal of any
of the bonds issued hereunder, or the extension of the maturity of
any interest on any bonds issued hereunder, (b) a reduction 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 con-
sent of the holders of all of the bonds then outstanding. Every
amendment or modification of a provision of the bonds or of this
ordinance to which the written consent of the bondholders is given as
above provided shall be expressed in an ordinance of the City amend-
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ing or supplementing the provisions of this ordinance and shall be
deemed to be a part of this ordinance. It shall not be necessary
to note on any of the outstanding bonds any reference to such amend-
ment or modification, if any. A certified copy of every such amend-
atory or supplemental ordinance, if any, and a certified copy of this
ordinance shall always be kept on file in the office of the City
Clerk and shall be made available for inspection by the holder of any
bond or prospective purchaser or holder of any bond authorized by
this ordinance, and upon payment of the reasonable cost of preparing
the same. A certified copy of any such amendatory or 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 en-
force or compel performance of all duties and obligations rec!uired
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 hereinbefore described
and the improvements and equipment to be acquired, installed and Con-
structed thereon pursuant to this ordinance shall be leased to
Salina Community Inn of America, Inc., under and pursuant to a Lease
dated April 1, 1966, substantially in the form attached to this
ordinan,:e, which Lease the Mayor and City Clerk are hereby authorized
and directed to execute for and on behalf of and as the act and deed
of the City.
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SECTION 17. If any one or more of the covenants, agree-
ments or provisions of this ordinance or of said Lease dated
April 1, 1966, should be held contrary to any express provision
of law or contrary to the policy of express law, though not
expressly prohibited, or against public policy, or shall for any
reason whatsoever be held invalid, then such covenants, agreements
or provisions shall be null and void and shall be deemed separate
from the remaining covenants, agreements or provisions, and sliall 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 18. This ordinance shall take effect and be in
force frorn and after its passage and publication in the official
City paper.
PASSED by the Governing Body of the City of Salina, Kansas,
this 8th day of r'arch, 1966.
Mayor
ATTEST:
h
City Clerk
APPROVED by the Mayor this 8th day of `larch, 1966.
ATTEST:
City Clerk
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may.