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91-9426 IRB IssueKUM1n-Cox Printing — Salina Kansas (Published in the Salina Journal, arc�5/f%9Yi ORDINANCE NO. 91-9426 AN ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS TO ISSUE ITS INDUSTRIAL REVENUE BONDS, SERIES 1991 (KASA INDUSTRIAL CONTROLS, INC.) IN THE AGGREGATE PRINCIPAL AMOUNT OF $400,000 FOR THE PURPOSES OF ACQUIRING, CONSTRUCTING AND EQUIPPING AN INDUSTRIAL PROJECT; AUTHORIZING EXECUTION OF A TRUST INDENTURE BY AND BETWEEN THE CITY AND FIRST NATIONAL BANK AND TRUST, IN THE CITY OF SALINA, KANSAS, AS TRUSTEE (THE "TRUSTEE"); AUTHORIZING EXECUTION OF A LEASE BETWEEN THE CITY AND KASA INDUSTRIAL CONTROLS, INC. (THE "TENANT"); APPROVING THE FORM OF A GUARANTY AGREEMENT BY AND AMONG THE TENANT, KARL R. STUTTERHEIM, CONNIE L. STUTTERHEIM, SAMMY C. SHEPPARD AND PATRICIA A. SHEPPARD AS GUARANTORS AND THE TRUSTEE; AND AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT BY AND AMONG THE CITY, THE TENANT AND J.O. DAVIDSON & ASSOCIATES, INC., AS PURCHASER OF THE BONDS. WHEREAS, the City of Salina, Kansas is authorized by K.S.A. 12-1740 to 12-1749a, inclusive, as amended (the "Act"), to acquire, construct and improve and equip certain facilities (as defined in the Act) for commercial, industrial and manufacturing purposes, and to enter into leases and lease -purchase agreements with any person, firm or corporation for said facilities, and to issue revenue bonds for the purpose of paying the cost of any such facilities; and WHEREAS, the City of Salina, Kansas has heretofore and does hereby find and determine that it is desirable in order to promote, stimulate and develop the general economic welfare and prosperity of the City and the State of Kansas that the City issue its Industrial Revenue .Bonds, Series 1991 (KASA Industrial Controls, Inc.) dated March 1, 1991 in the aggregate principal amount of $400,000 (the "Series 1991 Bonds"), for the purpose of paying the costs of acquiring, constructing and equipping a certain industrial facility (the "Project"), as more fully described in the Indenture and in the Lease hereinafter authorized, which Project shall be leased by the City to KASA Industrial Controls, Inc. (the "Tenant"); and WHEREAS, the City further finds and determines that it is necessary and desirable in connection with the issuance of said Series 1991 Bonds to execute and deliver a Trust Indenture dated as of March 1, 1991, (the "Indenture"), with First National Bank and Trust, as Trustee (the "Trustee"), for the purpose of issuing and securing the Series 1991 Bonds as provided therein and to enter into a Lease dated as of March 1, 1991 (the "Lease"), with the Tenant pursuant to which the City shall cause the Project to be constructed and equipped and leased to the Tenant in consideration of payments of Basic Rent, Additional Rent and other charges provided for therein. NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS AS FOLLOWS: Section 1. Definition of Terms. All terms and phrases not otherwise defined herein shall have the respective meanings set forth in the Indenture and Lease herein authorized. Section 2. Authority to Cause the Project to be Purchased and Constructed. The City is hereby authorized to cause the Project to be purchased, acquired, constructed and installed all in the manner and as more particularly described in the Indenture and the Lease hereinafter authorized. Section 3. Authorization of and Security for the Bonds. There is hereby authorized and directed to be issued a series of industrial revenue bonds to be designated "City of Salina, Kansas Industrial Revenue Bonds, Series 1991 (KASA Industrial Controls, Inc.)" in the aggregate principal amount of $400,000 (the "Series 1991 Bonds") and for the purpose of providing funds to pay the cost of acquiring, purchasing, constructing and installing the Project. The Series 1991 Bonds shall be in such principal amount, shall be dated and bear interest, shall mature and be payable at such times, shall be in such forms, shall be subject to redemption and payment prior to the maturity thereof, and shall be issued in the manner prescribed and subject to the provisions, covenants and agreements set forth in the Indenture. The Series 1991 Bonds shall be special limited obligations of the City payable solely from the revenues derived by the City pursuant to the Lease, or otherwise in connection with the Project. The Series 1991 Bonds shall not be general obligations of or constitute a pledge of the faith and credit of the City within the meaning of a constitutional or statutory provision and shall not be payable in any manner from tax revenues. Section 4. Authorization of Indenture. The City is hereby authorized to enter into the Indenture with the Trustee, under which the City shall pledge and assign to the Trustee, for the benefit of the holders of the Bonds, the Trust Estate created thereby, all upon the terms and conditions set forth in said Indenture. Section 5. Lease of the Project. The City shall cause the Project to be constructed and equipped and the Project to be leased by the City to the Tenant pursuant to and in accordance with the provisions of the Lease dated as of March 1, 1991, by and between the City and the Tenant. -2- 2 1 9 6 1 Section 6. Approval of the Guaranty Agreement. The form Guaranty Agreement, dated as of March 1, 1991, pursuant to which the Tenant, Karl R. Stutterheim, Connie L. Stutterheim, Sammy C. Sheppard and Patricia A. Sheppard (the "Guarantors") guarantee to the Trustee, for the benefit of the owners of the Series 1991 Bonds, the -full and prompt payment of the principal of, redemption premium, if any, and interest on the Series 1991 Bonds, is hereby approved. Section 7. Authorization of Bond Purchase Agreement. The Series 1991 Bonds shall be sold and delivered to J.O. Davidson & Associates, Inc., upon the terms and subject to the provisions of the Bond Purchase Agreement herein authorized to be dated as of March 4, 1991, by and among the City, Tenant and J.O. Davidson & Associates, Inc., as Purchaser. Section 8. -Execution of Bonds and Agreements. The Mayor or Vice Mayor of the City of Salina, Kansas are hereby authorized and directed to execute the Series 1991 Bonds and deliver same to the Trustee for authentication for and on behalf of and as the act and deed of the City in the manner provided in the Indenture. The Mayor or Vice Mayor are hereby further authorized and directed to execute and deliver the Indenture, the Lease, and the Bond Purchase Agreement for and on behalf of and as the act and deed of the City in substantially the form presented today with such minor corrections or amendments thereto as the Mayor or Acting Mayor shall approve, which approval shall be evidenced by his or her execution thereof, and such other documents, certificates and instruments as may be necessary or desirable- to carry out and comply with the purposes and intent of this Ordinance. The City Clerk or the Deputy City Clerk of the City are hereby authorized and directed to attest the execution of the Series 1991 Bonds, the Indenture and the Lease, and the Bond Purchase Agreement and such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance. Section 9. Pledge of the Project. The City hereby pledges the Project to the payment of the Series 1991 Bonds in accordance with K.S.A. 12-1744. The lien created by such pledge shall be discharged when all of the Series 1991 Bonds shall be deemed to have been paid within the meaning of the Indenture. Section 10. Further Authority. The City shall, and the officers, agents and employees of the City are hereby authorized and directed to, take such action, expend such funds and execute such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the provisions of this Ordinance and to carry out., comply with and perform the duties of the City with respect to the Series 1991 Bonds, the Indenture and the Lease all as necessary to carry out and give effect to the transaction contemplated hereby and thereby. -3- 2 1 9 6 L Kinn -G . Printing — Salina, Kansas Section 11. Effective Date. This Ordinance shall take effect and be in full force from and after its adoption by the City Commission and publication once in the official newspaper of the City. PASSED by the Governing Body of the City of Salina, Kansas this 4th day of March, 1991. CITY OF N KANSAS By Robert E. Franld, Mayor Attest: lliacqu Cline B. Shiever, City Clerk (Seal) APPROVED AS TO FORM ONLY: City Attorney -4- Z l 9 6 L