91-9450 IRB IssueORDINANCE NO. 91-9450
OF THE
CITY OF SALINA, KANSAS
AUTHORIZING THE ISSUANCE OF
$2,500,000 INDUSTRIAL REVENUE BONDS
SERIES 1991
(WYATT FOUNDRY, INC. - GREAT PLAINS MFG. INC. PROJECT)
Kuhn -Cox Priming — Salina, K.....
(Published in THE SALINA JOURNAL, June 25, 1991)
ORDINANCE NO. 91-9450
AN ORDINANCE AUTHORIZING THE CITY OF SALINA,
KANSAS TO ISSUE ITS INDUSTRIAL REVENUE BONDS,
SERIES 1991 (WYATT FOUNDRY, INC. - GREAT PLAINS
MFG. INC. PROJECT) IN THE AGGREGATE PRINCIPAL
AMOUNT OF $2,500,000 FOR THE PURPOSES OF
PURCHASING, ACQUIRING, CONSTRUCTING EQUIPPING AND
INSTALLING AN INDUSTRIAL PROJECT; AUTHORIZING
EXECUTION OF A TRUST INDENTURE BY AND BETWEEN THE
CITY AND MERCHANTS NATIONAL BANK OF TOPEKA, IN
THE CITY OF TOPEKA, KANSAS, AS TRUSTEE;
AUTHORIZING THE CITY TO LEASE SAID PROJECT TO
WYATT FOUNDRY, INC. AND AUTHORIZING EXECUTION OF
A LEASE BETWEEN SAID CITY AND WYATT FOUNDRY,
INC.; AUTHORIZING WYATT FOUNDRY, INC. TO SUBLEASE
SAID PROJECT TO GREAT PLAINS MANUFACTURING
INCORPORATED AND AUTHORIZING EXECUTION OF A
SUBLEASE BETWEEN WYATT FOUNDRY, INC. AND GREAT
PLAINS MANUFACTURING INCORPORATED. APPROVING THE
FORM OF A GUARANTY AGREEMENT BY AND AMONG WYATT
FOUNDRY, INC., GREAT PLAINS MANUFACTURING
INCORPORATED AND MERCHANTS NATIONAL BANK OF
TOPEKA, AS TRUSTEE; AND AUTHORIZING THE EXECUTION
OF THE BOND PURCHASE AGREEMENT FOR THE BONDS BY
AND AMONG THE CITY, WYATT FOUNDRY INC., GREAT
PLAINS MANUFACTURING INCORPORATED AND J.O.
DAVIDSON & ASSOCIATES, AS PURCHASER OF THE BONDS.
WHEREAS, the City of Salina, Kansas is authorized by K.S.A.
12-1740 to 12-1749c, 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 Series 1991 (Wyatt
Foundry, Inc. - Great Plains Mfg. Inc. Project) dated June 1,
1991 in the aggregate principal amount of $2,500,000 (the
"Series 1991 Bonds"), for the purpose of paying the costs of
purchasing, acquiring, constructing equipping and installing a
certain industrial facility (the "Project"), as more fully
Kinn -Cox Printing — Saline, Kansas
described in the Indenture and in the Lease hereinafter
authorized and which Project shall be leased by the City to
Wyatt Foundry, Inc. (the "Tenant") and sublease by the Tenant,
as Sublessor, to Great Plains Manufacturing Incorporated (the
"Subtenant") as Sublessee, pursuant to a certain Sublease
hereinafter authorized, dated as of June 1, 1991 (the
"Sublease"); 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 June 1, 1991, (the "Indenture"), with Merchants
National Bank of Topeka, 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 June 1,
1991 (the "Lease"), with the Tenant pursuant to which the City
shall cause the Project to be purchased and constructed,
equipped, installed 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. Authoritv to Cause the Proiect 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 (Wyatt Foundry,
Inc. - Great Plains Mfg. Inc. Project)" in the aggregate
principal amount of $2,500,000 (the "Series 1991 Bonds") for
the purpose of providing funds to pay the cost of acquiring,
purchasing, constructing equipping and installing the Project.
The Series 1991 Bonds 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.
Kuhn -Cox Priming — Sal—, Kansas
Section 4. Authorization of Indenture. The City is hereby
authorized to enter into the Indenture dated as of June 1,
1991, by and between the City and Merchants National Bank of
Topeka, Topeka, Kansas, as 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 and Sublease of the Project. The City
shall cause the Project to be purchased, acquired, constructed,
equipped and installed 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 June 1, 1991, by and between the City
and the Tenant. The Tenant is hereby authorized to sublease
the project to the Subtenant pursuant to and in accordance with
the provisions of the Sublease by and between the Tenant as
Sublessor and the Subtenant as Sublessee.
Section 6. Approval of the Guaranty Agreement. The form
Guaranty Agreement, dated as of June 1, 1991, pursuant to which
the Tenant and Subtenant guarantee to the Trustee, jointly and
severally 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,, upon the terms and subject to the provisions of
the Bond Purchase Agreement herein authorized to be dated as of
June 1, 1991, by and among the City, the Tenant, the Subtenant
and J.O. Davidson & Associates, 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.
K, -Cox Printing — SaMa. K
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. Election Under Section 144(a)(4) of the
Internal Revenue Code. The City hereby elects that Section
144(a)(4) of the Internal Revenue Code of 1986, as amended,
shall apply to the Bonds, and the Mayor and City Clerk are
hereby authorized and directed to file evidence of said
election with any appropriate officer of the United States,
including the Secretary of the Treasury or his delegate, and to
take such other action as may be necessary to make effective
the election made herein.
Section 11.. Approval of Preliminary Official Statement and
Offical Statement. The Preliminary Official Statement, a copy
of which has been submitted to and reviewed by the Governing
Body on the date hereof, and the Official Statement, in
substantially the form of the Preliminary Official Statement,
and the public distribution of the same by the Underwriters is
hereby approved. The City has not participated in the
preparation of the Preliminary Official Statement or the
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. In order to enable the Underwriter to comply with the
requirements of Rule 15c2 -12(b)(1) of the Securities and
Exchange Commission, the Mayor has deemed the information
regarding the City contained in the Preliminary Official
Statement to be "final" as of its date, except for the omission
of such information as is permitted by Rule 15c2 -12(b)(1), and
the action of the Mayor in that regard is hereby ratified and
approved and the Mayor is hereby authorized, if requested, to
take such other actions or execute such other documents as the
Mayor in his reasonable judgment deem necessary to enable the
Underwriter to comply with the requirements of such Rule.
Section 12. 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.
Kuhn -Cox Printing — Sallna Kansas
Section 13. 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 24th day of June, 1991.
CITY OF SALINA, KANSAS
t
By
Stephen C. Ryan, 4ayor
Attest:
-Jacqueline Shiever, City Clerk
(Seal)