(Published in The Lawrence Daily Journal-World on December ___, 2004)
ORDINANCE NO. 7844
AN ORDINANCE AUTHORIZING THE ISSUANCE OF $1,140,000 PRINCIPAL AMOUNT OF INDUSTRIAL REVENUE REFUNDING BONDS (MARTIN-LOGAN, LTD. PROJECT), SERIES 2004, TO PROVIDE FUNDS TO REFUND AND REDEEM ALL OUTSTANDING CITY OF LAWRENCE, KANSAS INDUSTRIAL REVENUE BONDS (MARTIN-LOGAN, LTD. PROJECT), SERIES 1999; AND AUTHORIZING AND APPROVING CERTAIN DOCUMENTS AND ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE BONDS.
WHEREAS, the City of Lawrence, Kansas (the “City”) is authorized pursuant to K.S.A. 12‑1740 to 12‑1749d, inclusive, as amended, and K.S.A. 10-116a, as amended (collectively, the “Act”), to issue revenue bonds for the purpose of providing funds to pay the costs of purchasing, acquiring, constructing, reconstructing, improving, equipping, furnishing, repairing, enlarging or remodeling facilities for hospital purposes, and to lease any such project to any person, firm or corporation and to issue refunding revenue bonds for the purpose of refunding any bonds issued pursuant to the Act; and
WHEREAS, at the request of Sanders Land L.L.C. (the “Company”), the City previously issued its Industrial Revenue Bonds (Martin-Logan, Ltd Project), Series 1994, in the aggregate principal amount of $1,500,000 (the “Series 1999 Bonds”), for the purpose of acquiring, constructing, furnishing and equipping a manufacturing facility (the “Facility”), and to secure the Series 1999 Bonds, the City and Commerce Bank, N.A. (the “Prior Trustee”) entered into a Trust Indenture dated as of September 1, 1999 (the “1999 Indenture”), and the City and the Company entered into a Lease dated as of September 1, 1999 (the “1999 Lease”), pursuant to which the Company agreed to make rental payments in an amount sufficient to pay the principal of and premium, if any, and interest on the Series 1999 Bonds and any additional bonds issued from time to time under the 1999 Indenture and to make certain other payments provided for therein; and
WHEREAS, pursuant to Section 302(c) of the 1999 Indenture, the Company has requested that the City call the Series 1999 Bonds for redemption and that the City issue its Industrial Revenue Refunding Bonds (Martin-Logan, Ltd. Project), Series 2004, in the aggregate principal amount of $1,140,000 (the “Series 2004 Bonds”), for the purposes of refunding all of the remaining outstanding Series 1999 Bonds; and
WHEREAS, to secure the payment of the Series 2004 Bonds, the City and UMB Bank, N.A. (the “Trustee”) desire to enter into the Trust Indenture dated as of December 1, 2004 (the “Indenture”), and the City and the Company desire to enter into the Lease dated as of December 1, 2004 (the “Lease”); and
WHEREAS, the City finds and determines that it is necessary and desirable in connection with the issuance of the Series 2004 Bonds that the City execute and deliver certain additional documents and that the City take certain other actions as herein provided;
NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF LAWRENCE, KANSAS AS FOLLOWS:
Section 1. Findings and Determinations. The City hereby finds and determines that the Series 2004 Bonds are being issued for a valid purpose under and in accordance with the Act.
Section 2. Refunding of Series 1999 Bonds. The City hereby directs the 1999 Trustee to call the 1999 Bonds for redemption on the date specified by the Company. The City authorizes the refunding of the Series 1999 Bonds with proceeds of the Series 2004 Bonds.
Section 3. Authorization of the Series 2004 Bonds. In order to obtain funds to be used to refund the Series 1999 Bonds, the City is hereby authorized to issue the Series 2004 Bonds in the principal amount of $1,140,000, which Series 2004 Bonds shall be issued under and secured by and shall have the terms and provisions set forth in the Indenture. The Series 2004 Bonds shall bear interest at an interest rate of 4.1% per annum, and shall mature in principal installments with a final maturity of September 1, 2010, and shall have such redemption provisions and other terms as provided in the Indenture. The final terms of the Series 2004 Bonds shall be specified in the Indenture and Purchase Contract (hereinafter defined) upon the execution thereof, and the signatures of the officers of the City executing the Indenture and Purchase Contract shall constitute conclusive evidence of their approval and the City’s approval thereof.
Section 4. Limited Obligations. The Series 2004 Bonds shall be limited obligations of the City payable solely from the sources and in the manner as provided in the Indenture, and shall be secured by the pledge of the Facility and the revenues therefrom and by a transfer, pledge and assignment of and a grant of a security interest in the Trust Estate (as defined in the Indenture) to the Trustee in favor of the holders of the Series 2004 Bonds as provided in the Indenture. The Series 2004 Bonds and interest thereon shall not be deemed to constitute a debt or liability of the City, the State of Kansas (the “State”) or of any political subdivision thereof within the meaning of any State constitutional provision or statutory limitation and shall not constitute a pledge of the full faith and credit of the City, the State or of any political subdivision thereof, but shall be payable solely from the funds provided for in the Indenture and the Lease. The issuance of the Series 2004 Bonds shall not, directly, indirectly or contingently, obligate the City, the State or any political subdivision thereof to levy any form of taxation therefor or to make any appropriation for their payment. No breach by the City of any such pledge, mortgage, obligation or agreement may impose any liability, pecuniary or otherwise, upon the City or any charge upon its general credit or against its taxing power.
Section 5. Authorization and Approval of Documents. The following documents are hereby approved in substantially the forms presented to and reviewed by the City at this meeting (copies of which documents shall be filed in the records of the City), and the City is hereby authorized to execute and deliver each of such documents (the “City Documents”) with such changes therein as shall be approved by the officials of the City executing such documents, such officials’ signatures thereon being conclusive evidence of their approval and the City’s approval thereof:
(a) Indenture providing for the issuance thereunder of the Series 2004 Bonds and setting forth certain terms and provisions applicable to the Series 2004 Bonds;
(b) Lease pursuant to which the City will lease the Facility to the Company in consideration of payments which will be sufficient to pay the principal of, redemption premium, if any, and interest on the Series 2004 Bonds;
(c) Bond Purchase Agreement (the “Purchase Agreement”) among the City, the Company and UMB Bank, N.A. (the “Purchaser”), pursuant to which the City agrees to sell the Series 2004 Bonds to the Purchaser upon the terms and conditions as set forth in the Purchase Agreement;
(d) First Amendment to Performance Agreement, between the City and the Company, whereby the parties agree to make certain minor amendments to the Performance Agreement dated as of September 1, 1999, among the City, the Company and Martin-Logan, Ltd., in connection with the issuance of the Series 2004 Bonds; and
(e) Tax Compliance Agreement among the City, the Company and Martin-Logan, Ltd., the subtenant, pursuant to which the requirements relating to the federal tax status of the Bonds are set forth.
Section 6. Execution of Series 2004 Bonds and Documents. The Mayor of the City is hereby authorized and directed to execute the Series 2004 Bonds by manual or facsimile signature and to deliver the Series 2004 Bonds 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 of the City is hereby authorized and directed to execute and deliver the City Documents for and on behalf of and as the act and deed of the City. The City Clerk of the City is hereby authorized and directed to attest, by manual or facsimile signature, to the Series 2004 Bonds, the City Documents and such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance, and to affix or imprint the municipal seal of the City on the Series 2004 Bonds.
Section 7. Pledge of the Project. The City hereby pledges the Project to the payment of the Series 2004 Bonds in accordance with K.S.A. 12‑1744. The lien created by such pledge shall be discharged when all of the Series 2004 Bonds and any Additional Bonds issued under the terms of the Indenture shall be deemed to have been paid within the meaning of the Indenture.
Section 8. 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 Series 2004 Bonds, and the Mayor of the City is hereby authorized and directed to take such other action as may be necessary to make effective the election herein.
Section 9. Further Authority. The City shall, and the officials, agents and employees of the City are hereby authorized and directed to, take such further action, and execute such other documents, certificates and instruments, including, without limitation, any credit enhancement and security documents, arbitrage certificate, redemption notices, closing certificates and tax forms, 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 2004 Bonds and the City Documents.
Section 10. Effective Date. This Ordinance shall take effect and be in full force immediately after its adoption by the Governing Body of the City and publication in the official newspaper of the City.
PASSED by the Governing Body of the City of Lawrence, Kansas this ___ day of November, 2004.
(Seal) ___________________________________
Mayor
Attest:
City Clerk