06-10321 IRB SRHC(Published in The Salina Journal on March 10, 2006)
ORDINANCE NO. 06-10321
N ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS, TO ISSUE ITS
Z HOSPITAL REFUNDING AND IMPROVEMENT REVENUE BONDS (SALINA
a
W REGIONAL HEALTH CENTER, INC.), SERIES 2006, FOR THE PURPOSE OF
c REFUNDING THE CITY'S OUTSTANDING HOSPITAL REVENUE BONDS
(SALINA REGIONAL HEALTH CENTER, INC.), SERIES 1999, AND PROVIDING
FUNDS FOR ACQUIRING, CONSTRUCTING, INSTALLING, EQUIPPING AND
FURNISHING CERTAIN HOSPITAL FACILITIES OF SALINA REGIONAL
HEALTH CENTER, INC.; AND APPROVING CERTAIN DOCUMENTS AND
ACTIONS IN CONNECTION WITH THE ISSUANCE OF SAID BONDS.
WHEREAS, the City of Salina, Kansas (the "City"), is a municipal corporation duly organized and
existing under the laws of the State of Kansas; and
WHEREAS, the City is authorized under K.S.A. 12-1740 et seq., as amended (the "Act"), to issue
revenue bonds to provide for the purchase, construction, extension and improvement of projects authorized
under the Act; and
WHEREAS, pursuant to an Amended and Restated Bond Trust Indenture dated as of August 15, 1999,
between the City and UMB Bank, N.A., as bond trustee, which amended and restated a Bond Trust Indenture
dated as September 1, 1993, between the City and UMB Bank, N.A. (successor bond trustee to Bank IV
Kansas, N.A.), as bond trustee, the City has issued its Hospital Revenue Bonds (Salina Regional Health Center,
Inc.), Series 1999, in the original principal amount of $25,230,000 (the "Series 1999 Bonds"), of which
$22,725,000 principal amount is outstanding;
WHEREAS, the City is authorized pursuant to K.S.A. 10-116a, as amended, to issue revenue
refunding bonds to refund revenue bonds issued under the Act; and
WHEREAS, the City Commissioners of the City find and determine that it is desirable in order to
promote, stimulate and develop the general welfare and economic prosperity of the State of Kansas and the City
and its people that the City take the following actions:
1. Issue its Hospital Refunding and Improvement Revenue Bonds (Salina Regional
Health Center, Inc.), Series 2006 (the "Series 2006 Bonds"), for the purpose of (i) refunding the Series
1999 Bonds which were issued for the purpose of providing funds to finance the acquisition,
construction, installation, equipping and furnishing of certain hospital facilities (together with other
hospital facilities owned by the City and leased to the Corporation, the "Facility") leased to and
operated by Salina Regional Health Center, Inc., a Kansas nonprofit corporation (the "Corporation"),
(ii) providing funds to acquire, construct, install, equip and furnish improvements to the Facility, and
(iii) paying certain costs related to the issuance of the Series 2006 Bonds;
2. Enter into a Second Supplemental Bond Trust Indenture (the "Second Supplemental
Bond Indenture"), with UMB Bank, N.A., Kansas City, Missouri, as bond trustee (the 'Bond
Trustee"), amending and supplementing that certain Amended and Restated Bond Trust Indenture
dated as of August 15, 1999, between the City and the Bond Trustee (said Bond Trust Indenture, as
amended and supplemented, and as further amended and supplemented by the Second Supplemental
Bond Indenture being referred to herein as the "Bond Indenture"), under which the terms of the
Series 2006 Bonds are set forth;
3. Enter into a Second Supplemental Lease Agreement (the "Second Supplemental
Lease Agreement"), with the Corporation, amending and supplementing that certain Amended and
Restated Lease Agreement dated as of August 15, 1999, between the City and the Corporation (said
Lease Agreement, as amended and supplemented, and as further amended and supplemented by the
Second Supplemental Lease Agreement being referred to herein as the "Lease Agreement") to add
provisions to the Lease Agreement respecting the Series 2006 Bonds;
4. Enter into a Bond Purchase Agreement (the 'Bond Purchase Agreement"), among
Piper Jaffray Inc. (the "Underwriter"), the City and the Corporation, under which the City agrees to sell
the Series 2006 Bonds to the Underwriter;
5. Enter into a Tax Compliance Agreement (the "Tax Compliance Agreement"), among
the City, the Corporation and the Bond Trustee, under which the Corporation makes certain
representations and agreements relating to the tax status of the Series 2006 Bonds;
6. Enter into an Escrow Trust Agreement (the "Escrow Agreement"), among the City, the
Corporation and the escrow agent named therein, providing for the payment of the principal of,
redemption premium, if any, and interest on the outstanding Series 1999 Bonds; and
Z 7. Approve a Preliminary Official Statement (the "Preliminary Official Statement")
W respecting the Series 2006 Bonds and a final Official Statement (the "Official Statement") respecting
ti
ti the Series 2006 Bonds.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSIONERS OF THE CITY
OF SALINA, KANSAS AS FOLLOWS:
Section 1. Authorization of and Security for the Series 2006 Bonds. The City is hereby authorized
to issue and sell the Series 2006 Bonds for the purposes described above in a principal amount not to exceed
$70,000,000, issued under and secured by and shall have the terms and provisions set forth in the Bond
Indenture. The Series 2006 Bonds shall bear interest at various stated rates which produce a net interest cost
not exceeding 6% per annum, and shall mature in principal installments with a final maturity not later than the
year 2036, shall be subject to optional redemption upon the direction of the Corporation beginning not later
than October 1, 2017, at a redemption price not exceeding 101% of the principal amount thereof plus accrued
interest, and shall have such other redemption provisions, including premiums, and other terms as set forth in
the Bond Indenture and the Bond Purchase Agreement. The final terms of the Series 2006 Bonds shall be
specified in the Bond Indenture and the Bond Purchase Agreement upon the execution thereof, and the
signatures of the officers of the City executing the Bond Indenture and the Bond Purchase Agreement shall
constitute conclusive evidence of the City's approval thereof.
The principal of and premium, if any, and interest on the Series 2006 Bonds shall be limited and
special obligations of the City payable solely out of the rents, revenues and receipts derived by the City
pursuant to the Lease Agreement. The Series 2006 Bonds and the interest thereon shall not be a debt of the
City or the State of Kansas and neither the City nor the State of Kansas shall be liable thereon, and the Series
2006 Bonds shall not constitute an indebtedness within the meaning of any constitutional or statutory debt
limitation or restriction.
Section 2. Form of Series 2006 Bonds. The City shall issue the Series 2006 Bonds in substantially
the form submitted to and reviewed by the City on the date hereof and as set forth in the Bond Indenture, with
such changes therein as shall be approved by the Mayor of the City, the Mayor's signature thereon, whether
manual or facsimile, to be conclusive evidence of the Mayor's approval thereof.
Section 3. Execution and Authentication of Series 2006 Bonds. The Mayor of the City is hereby
authorized and directed to execute the Series 2006 Bonds on behalf of and as the act and deed of the City by
manual or facsimile signature. The City Clerk of the City is hereby authorized and directed to cause the City's
seal to be affixed thereto or printed thereon and to attest said seal, all in the manner provided in the Bond
Indenture. Said officers are hereby further authorized and directed to deliver the Series 2006 Bonds on behalf
of the City to the Bond Trustee for authentication in accordance with the Bond Indenture.
Section 4. Approval of Documents. The Second Supplemental Bond Indenture, the Second
Supplemental Lease Agreement, the Bond Purchase Agreement, the Tax Compliance Agreement and the
Escrow Agreement are hereby approved in substantially the forms submitted to and reviewed by the City on the
date hereof, with such changes therein as shall be approved by the Mayor, his execution thereof to be
conclusive evidence of such approval.
The Mayor of the City is hereby authorized and directed to execute and deliver the Second
Supplemental Bond Indenture, the Second Supplemental Lease Agreement, the Bond Purchase Agreement, the
Tax Compliance Agreement and the Escrow Agreement on behalf of and as the act and deed of the City.
Section 5. Approval of Preliminary Official Statement. The Preliminary Official Statement in
substantially the form submitted to the City on the date hereof and the final Official Statement, in substantially
the form of the Preliminary Official Statement, and the public distribution of the same by the Underwriter are
hereby approved. The Mayor of the City is hereby authorized and directed to execute and deliver the final
Official Statement on behalf of the City with such changes therein or amendments or supplements thereto as the
Mayor shall approve, said execution thereof to be conclusive evidence of such approval. The City has not
participated in the preparation of the Preliminary Official Statement or the final Official Statement and has not
verified the accuracy of the information therein, other than information respecting the City. Accordingly, such
approvals do not constitute approval by the City of such information or a representation by the City as to the
completeness or accuracy of the information contained therein.
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Section 6. Further Authority. The City shall, and the officers and agents of the City are hereby
authorized and directed to, take such action, expend such funds and execute such other agreements, documents,
certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this
ordinance and to carry out, comply with and perform the duties of the City with respect to the Series 2006
Bonds and the documents approved by this ordinance.
Z
w Section 7. Repeal of Conflicting Resolutions. All prior resolutions or ordinances of the City or any
parts thereof in conflict with any or all of the foregoing provisions of this ordinance are hereby repealed to the
y extent of such conflict.
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Section 8. Severability. If any section, paragraph, clause or provision of this ordinance shall for any
reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph,
clause or provision shall not affect any remaining provisions of this ordinance.
Section 9. Effective Date. This ordinance shall take effect and be in full force from and after its
passage by the City Commissioners and its publication in the official newspaper of the City.
PASSED AND APPROVED by the City Commissioners of the City of Salina, Kansas, this 6th day of
March, 2006.
Mayor
[SEAL]
ATTEST:
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City Clerk
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