99-9940 Issue Hosp Bonds(Published in the Salina Journal Augusto% 1999)
ORDINANCE NUMBER 99-9940
ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS, TO ISSUE
ITS HOSPITAL REVENUE BONDS (SALINA REGIONAL HEALTH CENTER, INC.
PROJECT), SERIES 1999, TO PROVIDE 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, 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 Revenue Bonds (Salina Regional Health Center, Inc.
Project), Series 1999 (the "Series 1999 Bonds"), for the purpose of (i) paying the cost
of acquiring, constructing, installing, equipping and furnishing certain hospital facilities
(the "Project" and together with the existing hospital facilities and certain real estate,
the "Facility") to be leased to and operated by the Salina Regional Health Center, Inc.,
a Kansas nonprofit corporation (the "Corporation"), and (ii) paying certain costs related
to the issuance of the Series 1999 Bonds;
2. Enter into an Amended and Restated Bond Trust Indenture (the 'Bond
Indenture"), with the bond trustee named therein, as bond trustee (the "Bond Trustee"),
amending and restating the Bond Trust Indenture dated as of September 1, 1993, under
which the City has issued its Hospital Revenue Bonds (Asbury -Salina Regional
Medical Center, Inc. Project), Series 1993 (the "Series 1993 Bonds"), to provide for the
issuance of the Series 1999 Bonds and from time to time additional parity bonds
thereunder (the Series 1993 Bonds, the Series 1999 Bonds and said additional parity
bonds are referred to as the 'Bonds");
3. Enter into an Amended and Restated Lease Agreement (the "Lease"),
with the Corporation, amending and restating the Lease Agreement dated as of
September 1, 1993, under which the City leases the Facility to the Corporation, to
provide for the Project, the Series 1999 Bonds and any Additional Bonds;
4. Enter into a Bond Purchase Agreement (the 'Bond Purchase
Agreement"), among A.G. Edwards & Sons, Inc. (the "Underwriter"), the City and the
Corporation, under which the City agrees to sell the Series 1999 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 1999 Bonds; and
6. Approve a Preliminary Official Statement (the "Preliminary Official
Statement") respecting the Series 1999 Bonds and a final Official Statement (the
"Official Statement") respecting the Series 1999 Bonds.
SO 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 1999 Bonds. The City is
hereby authorized to issue and sell the Series 1999 Bonds for the purposes described above in a
principal amount not to exceed $27,000,000 (plus any original issue discount), issued under and
secured by and shall have the terms and provisions set forth in the Bond Indenture. The Series 1999
Bonds shall bear interest at various stated rates which produce a net interest cost not exceeding 6.0%
per annum, and shall mature in principal installments with a final maturity not later than the year 2029,
shall be subject to optional redemption upon the direction of the Corporation beginning not later than
October 1, 2009, at a redemption price not exceeding 102% 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
1999 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 1999 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. The Series 1999 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 1999 Bonds shall not constitute an indebtedness within the meaning of any
constitutional or statutory debt limitation or restriction.
Section 2. Form of Series 1999 Bonds. The City shall issue the Series 1999 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 1999 Bonds. The Mayor of the
City is hereby authorized and directed to execute the Series 1999 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 1999 Bonds on behalf of the City to the Bond Trustee for authentication in
accordance with the Bond Indenture.
Section 4. Approval of Documents. The Bond Indenture, the Lease, the Bond
Purchase Agreement and the Tax Compliance 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 Bond
Indenture, the Lease, the Bond Purchase Agreement and the Tax Compliance Agreement on behalf of
and as the act and deed of the City. The City Clerk to the extent the City Clerk deems it necessary or
appropriate, is hereby authorized to affix the City's seal thereto and to attest said seal, but the omission
of the affixing of the City's seal thereto shall not impair the validity, binding effect or enforceability
of said documents or of the execution and delivery thereof on behalf 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.
Section 6. Property Tax Exemption. The City hereby determines that pursuant to
K.S.A. 79-201a Second the Project, to the extent used by the Corporation or a nonprofit affiliate,
should be exempt from payment of ad valorem property taxes for ten years commencing with the year
following the year in which the Bonds are issued, provided proper application is made therefor if and
to the extent another exemption is not available. In making such determination the governing body
of the City has conducted the public hearing and reviewed the analysis of costs and benefits of such
exemption required by K.S.A. 12-1749d. The Corporation is responsible for preparing an application
for this exemption and providing the same to the City for its review and submission to the State Board
of Tax Appeals. As a condition to the submission of the application by the City, the Corporation must
agree that, if and to the extent that the exemption pursuant to K.S.A. 79-201 a Second would exempt
the entire Project from ad valorem property taxes, the Corporation will make payments in lieu of taxes
equal to the amount of ad valorem property taxes that would have been attributable to the portion of
the Project not used by the Corporation or a nonprofit affiliate but for the exemption pursuant to K.S.A.
79-201 a Second.
Section 7. 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 1999 Bonds and the documents approved by this ordinance.
Section S. 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 extent of such conflict.
Section 9. 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 10. 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.
[SEAL]
ATTEST:
A.
CMC, Cit Clerk
Introduced: August 2, 1999
Passed: August 23, 1999
Monte Shadwick, Mayor