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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)