On the agenda: Pittsburg Download : 8-25-2026 City Commission Meeting Agenda — license plate recognition (Aug 25)
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City of Pittsburg, Kansas
Commission Meeting Agenda
Tuesday, August 25, 2026
5:30 p.m.
Table of Contents
Agenda
1
Minutes – August 11th, 2026
3
Poly Cart Purchase Memo and Quote
6
League of Kansas Municipalities - Voting Delegate Memo
8
Appropriation Ordinance
9
Ordinance No. S-1119
22
WiseSight Parking Technology Agreement
134
CITY OF PITTSBURG, KANSAS
COMMISSION AGENDA
Tuesday, August 25, 2026
5:30 PM
CALL TO ORDER BY THE MAYOR:
a.
Flag Salute Led by the Mayor
b.
Public Input
CONSENT AGENDA (ROLL CALL VOTE):
a.
Approval of the August 11th, 2026, City Commission Meeting minutes.
b.
Approval of staff request to purchase 793 poly carts from Elliott Equipment
Co., in the amount of $51,107.50.
c.
Approval of the appointment of Ron Seglie, Daron Hall, Jay Byers and Tammy
Nagel to serve as voting delegates to represent the City of Pittsburg at the
League of Kansas Municipalities Annual Meeting scheduled for October 8th
through 10th, 2026, in Wichita, Kansas.
d.
Approval of the Appropriation Ordinance for the period ending August 25th,
2026, subject to the release of HUD expenditures when funds are received.
SPECIAL PRESENTATION:
a.
SUMMER READING PROGRAM SUMMARY - Pittsburg Public Library Director
Bev Clarkson will provide a summary of the summer reading program.
Receive for file.
CONSIDER THE FOLLOWING:
a.
ORDINANCE NO. S-1119 – Consider Ordinance No. S-1119, authorizing the
City of Pittsburg, Kansas to issue its Taxable Industrial Revenue Bonds, Series
2026 (Progressive Products Project) for the purpose of constructing an
addition to an existing manufacturing facility; and authorizing other related
documents and actions. Approve or disapprove Ordinance No. S-1119
and, if approved, authorize the Mayor to sign the Ordinance on
behalf of the City.
b.
WISESIGHT PARKING TECHNOLOGY AGREEMENT – Consider staff
recommendation to approve an agreement with WiseSight for parking control
and enforcement support services, with the funding for the agreement, to be
the greater of $42,420 annually or $5 per detection, to come from the Public
Safety Sales Tax. Approve or disapprove the recommendation.
1
CITY OF PITTSBURG, KANSAS
COMMISSION AGENDA
Tuesday, August 25, 2026
5:30 PM
c.
2027 BUDGET – Review and discuss the proposed 2027 Budget. Take that
action deemed appropriate.
NON-AGENDA REPORTS AND REQUESTS:
ADJOURNMENT
2
Page 1 of 3
OFFICIAL MINUTES
OF THE MEETING OF THE
GOVERNING BODY OF THE
CITY OF PITTSBURG, KANSAS
August 11, 2026
A Regular Session of the Board of Commissioners was held at 5:30 p.m. on Tuesday, August 11,
2026, in the City Commission Room, located in the Law Enforcement Center, 201 North Pine, with
Mayor Chuck Munsell presiding and the following members present: Cheryl Brooks, Stu Hite, D.J.
Perry and Ron Seglie, M.D.
FLAG SALUTE - Mayor Munsell led the flag salute.
INVOCATION – Reverend Mark Chambers, on behalf of the First United Methodist Church, provided
an invocation.
PUBLIC INPUT –
PROPOSED 2027 BUDGET - Roger Lomshek, 1147 South 220th Street, asked questions in regard
to the proposed 2027 Budget.
PROPOSED 2027 BUDGET - Kristi Bitner, 1508 Bitner Court, asked questions in regard to the
proposed 2027 Budget.
APPROVAL OF MINUTES – On motion of Hite, seconded by Brooks, the Governing Body approved
the July 28th, 2026, City Commission Meeting minutes as presented. Motion carried.
APPROPRIATION ORDINANCE – On motion of Hite, seconded by Brooks, the Governing Body
approved the Appropriation Ordinance for the period ending August 11th, 2026, subject to the
release of HUD expenditures when funds are received with the following roll call vote: Yea: Brooks,
Hite, Munsell, Perry and Seglie. Motion carried.
AWARD OF BID - TREE REMOVAL PROJECT – On motion of Hite, seconded by Seglie, the Governing
Body awarded the bid for the Tree Removal Project to Wichita Tree Service, of Wichita, Kansas, in
the amount of $89,415.00, and authorized the Mayor and City Clerk to sign the contract documents
once prepared. Motion carried.
ATKINSON AND FREE KING HIGHWAY INTERSECTION PROJECT – On motion of Perry, seconded
by Brooks, the Governing Body awarded the Pre-Construction Engineering and Project
Management Contract for the Free King Highway and Atkinson Intersection Project to OWN
Engineering, of Pittsburg, Kansas, and authorized the Mayor and City Clerk to execute the contract
documents once prepared. Motion carried.
QUINCY AND FREE KING HIGHWAY INTERSECTION PROJECT – On motion of Perry, seconded by
Brooks, the Governing Body awarded the Pre-Construction Engineering and Project Management
Contract for the Free King Highway and Quincy Intersection Project to CFS Engineering, of Topeka,
Kansas, and authorized the Mayor and City Clerk to execute the contract documents once
prepared. Motion carried.
3
Page 2 of 3
OFFICIAL MINUTES
OF THE MEETING OF THE
GOVERNING BODY OF THE
CITY OF PITTSBURG, KANSAS
August 11, 2026
RESOLUTION NO. 1305 – On motion of Hite, seconded by Brooks, the Governing Body approved
Resolution No. 1305, authorizing the redemption and defeasance of the outstanding taxable
General Obligation Bonds, Series 2025-A of The City of Pittsburg, Kansas; and authorizing certain
actions to be taken in conjunction therewith, and authorized the Mayor to sign the Resolution on
behalf of the City. Motion carried.
VARIANCE – RADELL UNDERGROUND, INC. – 1200 WEST 4th STREET – On motion of Brooks,
seconded by Perry, the Governing Body approved the recommendation of the Planning
Commission/Board of Zoning Appeals to grant the request submitted by Radell Underground, Inc.,
for a floodway variance at 1200 West 4th Street to allow the construction of a storage building, as
well as a future building expansion. Motion carried.
FIRE DEPARTMENT SOFTWARE PURCHASE - On motion of Brooks, seconded by Perry, the
Governing Body approved staff recommendation to waive the competitive bidding process and to
purchase and implement the First Due Records Management System, for use by the Pittsburg Fire
Department, at a first-year cost of $32,300.05, to be funded through the Public Safety Sales Tax.
Motion carried.
RADIO SYSTEMS - Discussion was held regarding the radio systems utilized by area emergency
responders.
PROPOSED 2027 BUDGET – Governing Body members reviewed and discussed the proposed 2027
Budget.
Proposed changes will be discussed during the August 25, 2026, City Commission meeting.
NON-AGENDA REPORTS & REQUESTS:
STREETLIGHT ENHANCEMENT – On motion of Hite, seconded by Brooks, the Governing Body
approved an agreement with Rival Time Products, in the amount of $66,770.76 for the purchase
of 84 light fixtures to be installed downtown. Motion carried.
LITTLE BALKANS CELEBRATION – Commissioner Seglie inquired about the 2026 Little Balkans
Celebration. Director of Community Development and Housing Kim Froman provided an overview
of Little Balkans events that are scheduled over the Labor Day weekend planned by the Pitt150
Celebration Committee and other community members.
EXTREME WEATHER – City Manager Daron Hall reminded citizens to check on their neighbors and
pets during the extreme heat. City Commissioners thanked City employees for their work during
the heat.
PEDESTRIAN TRAFFIC – Director of Public Works and Public Utilities Matt Bacon reminded citizens
to use caution when driving, as with school starting soon, there will be an increase in pedestrian
traffic.
4
Page 3 of 3
OFFICIAL MINUTES
OF THE MEETING OF THE
GOVERNING BODY OF THE
CITY OF PITTSBURG, KANSAS
August 11, 2026
TRAFFIC SIGNAL – 3rd AND BROADWAY – Director of Public Works and Public Utilities Matt Bacon
announced that the traffic signal at 3rd and Broadway is fully operational.
ADJOURNMENT - On motion of Perry, seconded by Hite, the Governing Body adjourned the
meeting at 8:12 p.m. Motion carried.
__________________________________
Chuck Munsell, Mayor
ATTEST:
________________________________
Tammy Nagel, City Clerk
5
DEPARTMENT OF PROPERTY &
City of
SANITATION
Poittsburg
Pittsburg KS
I(
www. pittks. org
66762
h r.
To9
orwgrd
201 West 4t' Street
620) 231- 4170
Interoffice Memorandum
TO:
Daron Hall
a 061kvi
Dexter Neisler, Director of Property and Sanitation
DATE
August 11, 2026
Subject:
I
Approval
of purchase
am
this to request
writing
of refuse containers
approval
from the commission
to authorize $
51, 107. 50 for
the purchase of poly carts.
I kindly request that this matter be included on the agenda for the upcoming August
25th, 2026, commission meeting. The actions to be considered include waiving of the City' s
formal bid process and approving future purchases of refuse containers.
Dexter
Neisler
Director of Property and Sanitation
City of Pittsburg,
KS 66762
620- 230- 5517
Dexter. neisler@pittks.
org
City of
P ttsburg
1
FOYWAYc
TDL' G
itGY.
6
3100 West 76th Street
Elliott Sanitation Equip. Co.
Davenport, IA 52806
1245 Dawes Avenue
Ph: 563- 391- 4840
Lincoln, NE 68521
M
Quote
Ph: 402474- 4840
Date
Quote #
8/ 11/ 2026
25343
Proposed Shipping Date
EQUIPMENT CO.
Approx.
4000 SE Beisser Drive
14219 Norby Road
Grimes, IA 50111
Grandview,
Ph: 515- 986- 4840
Ph: 816- 761- 4840
6 weeks
4400 E 60th Ave
MO 64030
Terms
Commerce City, CO 80022
Ph: 303- 853- 4840
Net 30
Fx: 515- 986- 9530
Rep
DMH
City of Pittsburg
201
West 4th St.
PO Box 688
Pittsburg, KS 66762
Here is our quotation on the goods named, subject to the conditions noted:
CONDITIONS: The prices and terms on this quotation are not subject to verbal changes or other agreements unless approved in writing by the Home Office of
the Seller. Prices are based on costs and conditions existing on date of quotation and are subject to change by the Seller before final acceptance. All
quotations and agreements are contingent upon strikes, accidents, fires, availability of materials and all other causes beyond our control.
Typographical and stenographic errors subject to correction. Purchaser agrees to accept either overage or shortage not in excess of ten percent to be charged
for pro -rata. Purchaser assumes liability for patent and copyright infringement when goods are made to Purchaser' s specifications. When quotation species
material to be fumished by the purchaser, ample allowance must be made for reasonable spoilage and material must be of suitable quality to facilitate eliicient
production. Quoted Prices are good for 60 days.
Conditions not specifically stated herein shall be governed by established trade customs. Terms inconsistent with those stated herein which may appear on
Purchaser's formal order will not be binding on the Seller.
TERMS: Equipment
is due on receipt. Carts,
Containers,
Parts &
service are Net 30 unless otherwise noted on your account. Balances over
30 days from the date or invoice are subject to. finance charges up to 1. 5% per month.
793
Price
Item
Description
USD95Q. Charcoa...
Schaefer Model USD95Q 95 gallon bar cart with 10"
plastic wheels, charcoal gray in color with black lid. Hot
Freight
Freight
Qty
Total
59. 50
47, 183. 50T
stamp on file.
1
3, 924. 00
Customers Exempt From Sales Tax
0. 00%
Total
TO CONFIRM
ORDER,
SIGN
AND
RETURN
7
3, 924. 00
WOO
651. 107. 50
Interoffice Memorandum
TO:
Daron Hall, City Manager
FROM:
Tammy Nagel, City Clerk
DATE:
August 14th, 2026
SUBJECT:
Agenda Item – August 25th, 2026
Selection of League Voting Delegates
The City of Pittsburg has received notification from the League of Kansas
Municipalities that we must again provide the names of our voting delegates and
alternate delegates for the 2026 League of Kansas Municipalities Conference
scheduled for October 8th – 10th, 2026. The conference this year will take place in
Wichita, Kansas. The voting delegates will represent the City of Pittsburg at the
Business Meeting and Convention of Voting Delegates on Saturday, October 10th,
2026.
Based on those members of the City Commission and staff that have indicated they
plan to attend this year’s meeting, I am recommending the following:
Voting Delegates
1. Ron Seglie
2. Daron Hall
3. Jay Byers
4. Tammy Nagel
Alternates
1.
2.
3.
4.
Please place this item on the August 25th, 2026, City Commission Meeting agenda.
Action requested is the appointment of a maximum of four voting delegates and a
maximum of four alternate delegates to represent the City during the 2026 League
of Kansas Municipalities Conference.
8
8/17/2026 8:58 AM
VENDOR SET: 99
City of Pittsburg, KS
BANK:
*
ALL BANKS
DATE RANGE: 8/03/2026 THRU 8/17/2026
VENDOR I.D.
NAME
C-CHECK
C-CHECK
C-CHECK
STATUS
VOID CHECK
VOID CHECK
VOID CHECK
* * T O T A L S * *
REGULAR CHECKS:
HAND CHECKS:
DRAFTS:
EFT:
NON CHECKS:
TOTAL ERRORS:
V
V
V
CHECK
DATE
PAGE:
INVOICE
AMOUNT
8/06/2026
8/06/2026
8/06/2026
NO
0
0
0
0
0
VOID CHECKS:
DISCOUNT
CHECK
NO
CHECK
STATUS
1
CHECK
AMOUNT
200696
200697
200700
INVOICE AMOUNT
0.00
0.00
0.00
0.00
0.00
DISCOUNTS
0.00
0.00
0.00
0.00
0.00
0.00
0.00
NO
3
INVOICE AMOUNT
0.00
DISCOUNTS
0.00
CHECK AMOUNT
0.00
3
0.00
0.00
0.00
3 VOID DEBITS
VOID CREDITS
0.00
0.00
CHECK AMOUNT
0.00
0.00
0.00
0.00
0.00
0
VENDOR SET: 99
BANK: *
A/P HISTORY CHECK REPORT
BANK: *
TOTALS:
TOTALS:
9
8/17/2026 8:58 AM
VENDOR SET: 99
City of Pittsburg, KS
BANK:
9901
GNBANK
DATE RANGE: 8/03/2026 THRU 8/17/2026
A/P HISTORY CHECK REPORT
STATUS
CHECK
DATE
PAGE:
INVOICE
AMOUNT
CHECK
NO
CHECK
STATUS
CHECK
AMOUNT
VENDOR I.D.
NAME
3570
AMERICAN EXPRESS, INC
D
8/04/2026
000000
326.92
4520
ETS CORPORATION
D
8/03/2026
000000
20,884.20
7279
CLAYTON HOLDINGS, LLC
D
8/05/2026
000000
80,835.02
8704
CYBERSOURCE CORPORATION
D
8/03/2026
000000
54.70
8704
CYBERSOURCE CORPORATION
D
8/04/2026
000000
30.00
1478
KANSASLAND TIRE #1828
E
8/07/2026
030632
467.90
6495
CIVICPLUS, LLC
E
8/07/2026
030633
4,479.99
7567
MERIDIAN OIL & EQUIPMENT LLC
E
8/07/2026
030634
180.57
8708
NOTCH 8, LLC
E
8/07/2026
030635
21,759.86
8860
ITR AMERICA LLC
E
8/07/2026
030636
810.00
9013
STEBBINS, TIMOTHY D.
E
8/07/2026
030637
1,000.00
9153
THE LAW OFFICE OF JOHN A. VILL
E
8/07/2026
030638
1,300.00
9249
RENTAL SUPPLY DISTRICT 1, LLC
E
8/07/2026
030639
14,500.00
9257
FINCHER LANDSCAPE LLC
E
8/07/2026
030640
487.50
9262
CREATIVE BOOKING AGENCY, INC
E
8/07/2026
030641
9,500.00
0044
CRESTWOOD COUNTRY CLUB
E
8/07/2026
030642
828.30
0046
ETTINGERS OFFICE SUPPLY
E
8/07/2026
030643
83.15
0054
JOPLIN SUPPLY COMPANY
E
8/07/2026
030644
3,784.75
0112
MARRONES INC
E
8/07/2026
030645
208.60
0207
PEPSI-COLA BOTTLING CO OF PITT
E
8/07/2026
030646
124.50
0276
JOE SMITH COMPANY, INC.
E
8/07/2026
030647
520.18
0292
UNIFIRST CORPORATION
E
8/07/2026
030648
55.16
10
DISCOUNT
2
8/17/2026 8:58 AM
VENDOR SET: 99
City of Pittsburg, KS
BANK:
9901
GNBANK
DATE RANGE: 8/03/2026 THRU 8/17/2026
A/P HISTORY CHECK REPORT
STATUS
CHECK
DATE
PAGE:
INVOICE
AMOUNT
CHECK
NO
CHECK
STATUS
CHECK
AMOUNT
VENDOR I.D.
NAME
0328
KANSAS ONE-CALL SYSTEM, INC
E
8/07/2026
030649
368.41
0335
CUSTOM AWARDS, LLC
E
8/07/2026
030650
105.00
0525
3M
E
8/07/2026
030651
400.50
0534
TYLER TECHNOLOGIES INC
E
8/07/2026
030652
5,580.00
0583
DICKINSON INDUSTRIES INC
E
8/07/2026
030653
792.00
0709
PURVIS INDUSTRIES LLC
E
8/07/2026
030654
48.80
0711
HAYNES EQUIPMENT CO INC
E
8/07/2026
030655
962.94
0746
CDL ELECTRIC COMPANY INC
E
8/07/2026
030656
1,649.00
0779
PITTSBURG COMMUNITY THEATRE
E
8/07/2026
030657
15,718.60
0866
AVFUEL CORPORATION
E
8/07/2026
030658
36,616.51
1075
COASTAL ENERGY CORP
E
8/07/2026
030659
3,075.00
2186
PRODUCERS COOPERATIVE ASSOCIAT
E
8/07/2026
030660
4,295.62
2921
DATAPROSE LLC
E
8/07/2026
030661
6,740.05
2994
COMMERCIAL AQUATIC SERVICE INC
E
8/07/2026
030662
472.25
4307
HENRY KRAFT, INC.
E
8/07/2026
030663
203.07
5014
MID-AMERICA SANITATION INC.
E
8/07/2026
030664
425.00
5275
US LIME COMPANY-ST CLAIR
E
8/07/2026
030665
8,020.27
5855
STERICYCLE, INC.
E
8/07/2026
030666
813.04
6846
GREENWAY ELECTRIC, INC.
E
8/07/2026
030667
465.14
6936
HAWKINS INC
E
8/07/2026
030668
8,570.78
7038
SIGNET COFFEE ROASTERS
E
8/07/2026
030669
71.00
7100
FIRST UNITED METHODIST CHURCH
E
8/07/2026
030670
7,505.00
11
DISCOUNT
3
8/17/2026 8:58 AM
VENDOR SET: 99
City of Pittsburg, KS
BANK:
9901
GNBANK
DATE RANGE: 8/03/2026 THRU 8/17/2026
A/P HISTORY CHECK REPORT
STATUS
CHECK
DATE
PAGE:
INVOICE
AMOUNT
CHECK
NO
CHECK
STATUS
CHECK
AMOUNT
VENDOR I.D.
NAME
7240
JAY HATFIELD CERTIFIED USED CA
E
8/07/2026
030671
952.00
7407
LIMELIGHT MARKETING LLC
E
8/07/2026
030672
19,910.00
7427
OLSSON INC
E
8/07/2026
030673
99,313.24
7793
QUEENB TELEVISION OF KANSAS/MI
E
8/07/2026
030674
1,500.00
7852
TRIA HEALTH, LLC
E
8/07/2026
030675
1,653.10
7930
SANDERSON PIPE CORPORATION
E
8/07/2026
030676
2,932.00
8046
CONVERGEONE, INC.
E
8/07/2026
030677
29,946.43
8200
PLUNKETT'S PEST CONTROL INC
E
8/07/2026
030678
757.02
8604
PDQ INTERMEDIATE INC
E
8/07/2026
030679
8,415.00
9145
LEE, CLIFFORD
E
8/07/2026
030680
1,300.00
9264
CROCKETT, MORGAN
E
8/10/2026
030681
8,236.00
0516
AMERICAN CONCRETE CO INC
R
8/06/2026
200690
2,699.13
5480
BITNER MOTORS
R
8/06/2026
200691
89.00
5966
BERRY COMPANIES, INC.
R
8/06/2026
200692
1,990.00
6545
CENTER POINT INC
R
8/06/2026
200693
27.92
8664
CLEAR CREEK GOLF CAR & VEHICLE
R
8/06/2026
200694
4,999.99
5759
COMMUNITY HEALTH CENTER OF SEK
R
8/06/2026
200695
1,674.00
4263
COX COMMUNICATIONS KANSAS LLC
R
8/06/2026
200698
62.98
7517
CRAW-KAN TELEPHONE COOPERATIVE
R
8/06/2026
200699
2,389.94
9072
CRYSTAL L THOMPSON
R
8/06/2026
200701
280.00
7629
EARLES ENGINEERING & INSPECTIO
R
8/06/2026
200702
1,000.00
7493
EMERY SAPP & SONS INC
R
8/06/2026
200703
808,808.26
12
DISCOUNT
4
8/17/2026 8:58 AM
VENDOR SET: 99
City of Pittsburg, KS
BANK:
9901
GNBANK
DATE RANGE: 8/03/2026 THRU 8/17/2026
A/P HISTORY CHECK REPORT
CHECK
DATE
INVOICE
AMOUNT
CHECK
NO
CHECK
STATUS
CHECK
AMOUNT
NAME
1108
EVERGY KANSAS CENTRAL INC
R
8/06/2026
200704
25,912.28
1
GILBRETH, STEPHEN
R
8/06/2026
200705
75.00
1
HAMBLIN, THERESA
R
8/06/2026
200706
100.00
6923
HUGO'S INDUSTRIAL SUPPLY INC
R
8/06/2026
200707
632.70
1
KS STATE COUNCIL OF SHRM
R
8/06/2026
200708
525.00
8784
LABETTE BANK
R
8/06/2026
200709
207,354.43
7945
LUCKY-BUT LAWN CARE, LLC
R
8/06/2026
200710
1,285.82
4738
PIONEER MANUFACTURING COMPANY
R
8/06/2026
200711
89.88
1
SNEED, MONTEE
R
8/06/2026
200712
100.00
5589
CELLCO PARTNERSHIP
R
8/06/2026
200713
97.98
1
WATTS, JEN
R
8/06/2026
200714
100.00
1
KNOLL, JT
R
8/06/2026
200715
50.00
9200
LONG, TARA
R
8/07/2026
200747
3,175.00
VOID CHECKS:
TOTAL ERRORS:
INVOICE AMOUNT
1,063,519.31
0.00
102,130.84
337,903.23
0.00
DISCOUNTS
0.00
0.00
0.00
0.00
0.00
0.00
0.00
NO
79
INVOICE AMOUNT
1,503,553.38
DISCOUNTS
0.00
CHECK AMOUNT
1,503,553.38
79
1,503,553.38
0.00
1,503,553.38
0 VOID DEBITS
VOID CREDITS
0.00
0.00
CHECK AMOUNT
1,063,519.31
0.00
102,130.84
337,903.23
0.00
0
VENDOR SET: 99
BANK: 9901
NO
24
0
5
50
0
DISCOUNT
5
VENDOR I.D.
* * T O T A L S * *
REGULAR CHECKS:
HAND CHECKS:
DRAFTS:
EFT:
NON CHECKS:
STATUS
PAGE:
BANK: 9901 TOTALS:
TOTALS:
13
8/17/2026 8:58 AM
VENDOR SET: 99
City of Pittsburg, KS
BANK:
EHVGN GNBANK
DATE RANGE: 8/03/2026 THRU 8/17/2026
A/P HISTORY CHECK REPORT
CHECK
DATE
INVOICE
AMOUNT
CHECK
NO
CHECK
STATUS
CHECK
AMOUNT
NAME
8812
DYNAMIC ASSETS RE
E
8/04/2026
030615
1,186.00
5957
PASTEUR PROPERTIES
E
8/04/2026
030616
592.00
6916
STILWELL HERITAGE & EDUCATIONA
E
8/04/2026
030617
215.00
VOID CHECKS:
TOTAL ERRORS:
INVOICE AMOUNT
0.00
0.00
0.00
1,993.00
0.00
DISCOUNTS
0.00
0.00
0.00
0.00
0.00
0.00
0.00
NO
3
INVOICE AMOUNT
1,993.00
DISCOUNTS
0.00
CHECK AMOUNT
1,993.00
3
1,993.00
0.00
1,993.00
0 VOID DEBITS
VOID CREDITS
0.00
0.00
CHECK AMOUNT
0.00
0.00
0.00
1,993.00
0.00
0
VENDOR SET: 99
BANK: EHVGN
NO
0
0
0
3
0
DISCOUNT
6
VENDOR I.D.
* * T O T A L S * *
REGULAR CHECKS:
HAND CHECKS:
DRAFTS:
EFT:
NON CHECKS:
STATUS
PAGE:
BANK: EHVGNTOTALS:
TOTALS:
14
8/17/2026 8:58 AM
VENDOR SET: 99
City of Pittsburg, KS
BANK:
FYIGN GNBANK
DATE RANGE: 8/03/2026 THRU 8/17/2026
A/P HISTORY CHECK REPORT
CHECK
DATE
INVOICE
AMOUNT
CHECK
NO
CHECK
STATUS
CHECK
AMOUNT
NAME
8969
TOKEN RENTAL LLC
E
8/04/2026
030627
1,415.00
9037
PITT 1902 BROADWAY LLC
E
8/04/2026
030628
123.00
3241
CHARLES P SIMPSON
E
8/04/2026
030629
326.00
6298
L. KEVAN SCHUPBACH
E
8/04/2026
030630
853.00
6464
PRO X PROPERTY SOLUTIONS, LLC
E
8/04/2026
030631
462.00
4636
EVERGY KANSAS CENTRAL INC. (HA
R
8/03/2026
200689
93.00
VOID CHECKS:
TOTAL ERRORS:
INVOICE AMOUNT
93.00
0.00
0.00
3,179.00
0.00
DISCOUNTS
0.00
0.00
0.00
0.00
0.00
0.00
0.00
NO
6
INVOICE AMOUNT
3,272.00
DISCOUNTS
0.00
CHECK AMOUNT
3,272.00
6
3,272.00
0.00
3,272.00
0 VOID DEBITS
VOID CREDITS
0.00
0.00
CHECK AMOUNT
93.00
0.00
0.00
3,179.00
0.00
0
VENDOR SET: 99
BANK: FYIGN
NO
1
0
0
5
0
DISCOUNT
7
VENDOR I.D.
* * T O T A L S * *
REGULAR CHECKS:
HAND CHECKS:
DRAFTS:
EFT:
NON CHECKS:
STATUS
PAGE:
BANK: FYIGNTOTALS:
TOTALS:
15
8/17/2026 8:58 AM
VENDOR SET: 99
City of Pittsburg, KS
BANK:
HAPGN GNBANK
DATE RANGE: 8/03/2026 THRU 8/17/2026
A/P HISTORY CHECK REPORT
STATUS
CHECK
DATE
PAGE:
INVOICE
AMOUNT
CHECK
NO
CHECK
STATUS
CHECK
AMOUNT
VENDOR I.D.
NAME
5906
JOHN HINRICHS
E
8/04/2026
030547
147.00
5961
LAWRENCE A VANBECELAERE
E
8/04/2026
030548
106.00
7581
REX LINVILLE
E
8/04/2026
030549
310.00
7837
MARJI RENTALS, LLC
E
8/04/2026
030550
416.00
8580
GARY MORRISON REAL ESTATE, INC
E
8/04/2026
030551
878.00
8582
GARY K CONNER
E
8/04/2026
030552
461.00
8798
TIMOTHY G DURKIN
E
8/04/2026
030553
1,661.00
8812
DYNAMIC ASSETS RE
E
8/04/2026
030554
2,684.00
8955
TODD MERANDO
E
8/04/2026
030555
260.00
8965
ANGELA FORCE
E
8/04/2026
030556
1,032.00
8980
WWAD, LLC
E
8/04/2026
030557
1,164.00
9004
HOUSING AUTHORITY OF THE CITY
E
8/04/2026
030558
997.74
9006
FOURSTATES PROPERTIES LLC
E
8/04/2026
030559
710.00
9037
PITT 1902 BROADWAY LLC
E
8/04/2026
030560
539.00
9126
ROSEWICK HOMES, LLC
E
8/04/2026
030561
7,760.50
9214
CITY OF ST PETERSBURG HOUSING
E
8/04/2026
030562
2,369.01
1008
BENJAMIN M BEASLEY
E
8/04/2026
030563
1,264.00
3114
PATRICIA BURLESON
E
8/04/2026
030564
1,127.00
3218
CHERYL L BROOKS
E
8/04/2026
030565
114.00
3272
DUNCAN HOUSING LLC
E
8/04/2026
030566
1,693.00
3273
RICHARD F THENIKL
E
8/04/2026
030567
357.00
3294
JOHN R SMITH
E
8/04/2026
030568
410.00
16
DISCOUNT
8
8/17/2026 8:58 AM
VENDOR SET: 99
City of Pittsburg, KS
BANK:
HAPGN GNBANK
DATE RANGE: 8/03/2026 THRU 8/17/2026
A/P HISTORY CHECK REPORT
STATUS
CHECK
DATE
PAGE:
INVOICE
AMOUNT
CHECK
NO
CHECK
STATUS
CHECK
AMOUNT
VENDOR I.D.
NAME
3668
MID AMERICA PROPERTIES OF PITT
E
8/04/2026
030569
8,937.00
4054
MICHAEL A SMITH
E
8/04/2026
030570
800.00
4492
PITTSBURG SENIORS LP
E
8/04/2026
030571
2,350.00
5393
ANGELES PROPERTIES LLC - HAP
E
8/04/2026
030572
1,805.00
5658
DEANNA J HIGGINS
E
8/04/2026
030573
1,405.00
5834
DENNIS TROUT
E
8/04/2026
030574
224.00
5957
PASTEUR PROPERTIES
E
8/04/2026
030575
3,889.00
6090
RANDAL BENNEFELD
E
8/04/2026
030576
283.00
6269
EDWARD SWOR
E
8/04/2026
030577
227.00
6298
L. KEVAN SCHUPBACH
E
8/04/2026
030578
14,135.00
6322
R JAMES BISHOP
E
8/04/2026
030579
850.00
6394
HALL, KEVIN R.
E
8/04/2026
030580
1,407.00
6441
HEATHER MASON WHITE
E
8/04/2026
030581
835.00
6464
PRO X PROPERTY SOLUTIONS, LLC
E
8/04/2026
030582
12,380.00
6916
STILWELL HERITAGE & EDUCATIONA
E
8/04/2026
030583
2,508.00
6926
MARTIN KYLE SAYRE
E
8/04/2026
030584
471.00
7083
PITTSBURG HEIGHTS, LP
E
8/04/2026
030585
5,495.00
7112
RANDY VILELA BODY REPAIR, TRU
E
8/04/2026
030586
232.00
7294
AMMP PROPERTIES, LLC
E
8/04/2026
030587
849.00
7319
LASHAWNDRA LAWSON
E
8/04/2026
030588
445.00
7326
RANDY ALLEE
E
8/04/2026
030589
1,184.00
7554
RIDGWAY, TRAVIS R
E
8/04/2026
030590
333.00
17
DISCOUNT
9
8/17/2026 8:58 AM
VENDOR SET: 99
City of Pittsburg, KS
BANK:
HAPGN GNBANK
DATE RANGE: 8/03/2026 THRU 8/17/2026
A/P HISTORY CHECK REPORT
STATUS
CHECK
DATE
PAGE:
INVOICE
AMOUNT
CHECK
NO
CHECK
STATUS
CHECK
AMOUNT
VENDOR I.D.
NAME
7587
DAVID RUA
E
8/04/2026
030591
614.00
7645
SEWARD RENTALS, LLC
E
8/04/2026
030592
591.00
7654
A & R RENTALS, LLC
E
8/04/2026
030593
824.00
7669
CHARLES GILMORE
E
8/04/2026
030594
548.00
7741
SUSAN E ADAMS
E
8/04/2026
030595
146.00
7864
CB HOMES LLC
E
8/04/2026
030596
710.00
8329
CHARLES P. SIMPSON
E
8/04/2026
030597
588.00
8360
DUSTIN TROUT
E
8/04/2026
030598
700.00
8502
JON BARTLOW
E
8/04/2026
030599
453.00
8634
WAYNE L STORM
E
8/04/2026
030600
412.00
8643
JEANNE ELLIOTT
E
8/04/2026
030601
418.00
8717
WAYNE YAKEL
E
8/04/2026
030602
130.00
8787
SIMONCIC, ANTHONY
E
8/04/2026
030603
511.00
8883
RONALD E CLOSE
E
8/04/2026
030604
696.00
8904
GLENNA LOVELL
E
8/04/2026
030605
770.00
8960
STIFFLER, JOSHUA
E
8/04/2026
030606
951.00
8963
HOUSING AUTHORITY OF CITY OF D
E
8/04/2026
030607
2,940.84
8970
COBB, ROBERT
E
8/04/2026
030608
341.00
8989
WORRELL, KERI
E
8/04/2026
030609
1,390.00
9053
OKEKE, LUTANN CHRISTOPHER
E
8/04/2026
030610
226.00
9087
HANDSHY, LARRY & MARY
E
8/04/2026
030611
636.00
9100
BITNER, PHYLLIS J
E
8/04/2026
030612
356.00
18
DISCOUNT
10
8/17/2026 8:58 AM
VENDOR SET: 99
City of Pittsburg, KS
BANK:
HAPGN GNBANK
DATE RANGE: 8/03/2026 THRU 8/17/2026
A/P HISTORY CHECK REPORT
CHECK
DATE
INVOICE
AMOUNT
CHECK
NO
CHECK
STATUS
CHECK
AMOUNT
NAME
9128
STOTTS, IRENE
E
8/04/2026
030613
111.00
9213
WILLIAMS, RYAN MARK
E
8/04/2026
030614
1,461.00
4636
EVERGY KANSAS CENTRAL INC. (HA
R
8/03/2026
200683
796.00
9250
JOPLIN HOUSING AUTHORITY
R
8/03/2026
200684
2,909.11
9220
PITTSBURG HIGHLANDS, LP
R
8/03/2026
200685
1,498.00
8427
RENT-MOORE LLC
R
8/03/2026
200686
1,726.00
0472
LARRY SPRESSER
R
8/03/2026
200687
434.00
VOID CHECKS:
TOTAL ERRORS:
INVOICE AMOUNT
7,363.11
0.00
0.00
104,028.09
0.00
DISCOUNTS
0.00
0.00
0.00
0.00
0.00
0.00
0.00
NO
73
INVOICE AMOUNT
111,391.20
DISCOUNTS
0.00
CHECK AMOUNT
111,391.20
73
111,391.20
0.00
111,391.20
0 VOID DEBITS
VOID CREDITS
0.00
0.00
CHECK AMOUNT
7,363.11
0.00
0.00
104,028.09
0.00
0
VENDOR SET: 99
BANK: HAPGN
NO
5
0
0
68
0
DISCOUNT
11
VENDOR I.D.
* * T O T A L S * *
REGULAR CHECKS:
HAND CHECKS:
DRAFTS:
EFT:
NON CHECKS:
STATUS
PAGE:
BANK: HAPGNTOTALS:
TOTALS:
19
8/17/2026 8:58 AM
VENDOR SET: 99
City of Pittsburg, KS
BANK:
SVGN
GNBANK
DATE RANGE: 8/03/2026 THRU 8/17/2026
A/P HISTORY CHECK REPORT
CHECK
DATE
INVOICE
AMOUNT
CHECK
NO
CHECK
STATUS
CHECK
AMOUNT
NAME
8969
TOKEN RENTAL LLC
E
8/04/2026
030618
453.00
6150
JAMES L COX RENTALS
E
8/04/2026
030619
966.00
6298
L. KEVAN SCHUPBACH
E
8/04/2026
030620
845.00
6464
PRO X PROPERTY SOLUTIONS, LLC
E
8/04/2026
030621
665.00
4636
EVERGY KANSAS CENTRAL INC. (HA
R
8/03/2026
200688
119.00
VOID CHECKS:
TOTAL ERRORS:
INVOICE AMOUNT
119.00
0.00
0.00
2,929.00
0.00
DISCOUNTS
0.00
0.00
0.00
0.00
0.00
0.00
0.00
NO
5
INVOICE AMOUNT
3,048.00
DISCOUNTS
0.00
CHECK AMOUNT
3,048.00
5
3,048.00
0.00
3,048.00
0 VOID DEBITS
VOID CREDITS
0.00
0.00
CHECK AMOUNT
119.00
0.00
0.00
2,929.00
0.00
0
VENDOR SET: 99
BANK: SVGN
NO
1
0
0
4
0
DISCOUNT
12
VENDOR I.D.
* * T O T A L S * *
REGULAR CHECKS:
HAND CHECKS:
DRAFTS:
EFT:
NON CHECKS:
STATUS
PAGE:
BANK: SVGN TOTALS:
TOTALS:
20
8/17/2026 8:58 AM
VENDOR SET: 99
City of Pittsburg, KS
BANK:
TBRAG GNBANK
DATE RANGE: 8/03/2026 THRU 8/17/2026
A/P HISTORY CHECK REPORT
CHECK
DATE
INVOICE
AMOUNT
CHECK
NO
CHECK
STATUS
CHECK
AMOUNT
NAME
8812
DYNAMIC ASSETS RE
E
8/04/2026
030622
800.00
9118
RIVERSTONE SYCAMORE VILLAGE LP
E
8/04/2026
030623
201.00
9126
ROSEWICK HOMES, LLC
E
8/04/2026
030624
650.00
6464
PRO X PROPERTY SOLUTIONS, LLC
E
8/04/2026
030625
475.00
9183
PITTSBURG SENIOR HOUSING LLC
E
8/04/2026
030626
578.00
VOID CHECKS:
TOTAL ERRORS:
INVOICE AMOUNT
0.00
0.00
0.00
2,704.00
0.00
DISCOUNTS
0.00
0.00
0.00
0.00
0.00
0.00
0.00
NO
5
INVOICE AMOUNT
2,704.00
DISCOUNTS
0.00
CHECK AMOUNT
2,704.00
5
2,704.00
0.00
2,704.00
171
1,625,961.58
0.00
1,625,961.58
0 VOID DEBITS
VOID CREDITS
0.00
0.00
CHECK AMOUNT
0.00
0.00
0.00
2,704.00
0.00
0
VENDOR SET: 99
BANK: TBRAG
NO
0
0
0
5
0
DISCOUNT
13
VENDOR I.D.
* * T O T A L S * *
REGULAR CHECKS:
HAND CHECKS:
DRAFTS:
EFT:
NON CHECKS:
STATUS
PAGE:
BANK: TBRAG TOTALS:
TOTALS:
REPORT TOTALS:
Passed and Approved this 25th day of August, 2026.
____________________________________
Chuck Munsell, Mayor
ATTEST:
___________________________
Jacob Bennett, Deputy City Clerk
21
GILMORE & BELL, P.C.
07/17/2026
ORDINANCE NO. S-1119
OF THE
CITY OF PITTSBURG, KANSAS
AUTHORIZING THE ISSUANCE OF
NOT TO EXCEED $1,700,000
TAXABLE INDUSTRIAL REVENUE BONDS
SERIES 2026
(PROGRESSIVE PRODUCTS PROJECT)
600551.20046/ORDINANCE
22
(Published in The Morning Sun, August 28, 2026)
ORDINANCE NO. S-1119
AN ORDINANCE AUTHORIZING THE CITY OF PITTSBURG, KANSAS TO
ISSUE ITS TAXABLE INDUSTRIAL REVENUE BONDS, SERIES 2026
(PROGRESSIVE PRODUCTS PROJECT) FOR THE PURPOSE OF
CONSTRUCTING AN ADDITION TO AN EXISTING MANUFACTURING
FACILITY; AND AUTHORIZING OTHER RELATED DOCUMENTS AND
ACTIONS.
THE GOVERNING BODY OF THE CITY OF PITTSBURG, KANSAS HAS FOUND AND
DETERMINED:
A.
The City of Pittsburg, Kansas (the "Issuer") is authorized by K.S.A. 12-1740 et seq., as
amended (the "Act"), to acquire, construct, improve and equip facilities (as defined in the Act) for commercial,
industrial and manufacturing purposes, to enter into leases and lease-purchase agreements with any person,
firm or corporation for the facilities, and to issue revenue bonds for the purpose of paying the costs of the
facilities.
B.
The Issuer's governing body has determined that it is desirable in order to promote, stimulate
and develop the general economic welfare and prosperity of the Issuer and the State of Kansas that the Issuer
issue its Taxable Industrial Revenue Bonds, Series 2026 (Progressive Products Project) in the aggregate
principal amount of not to exceed $1,700,000 (the "Series 2026 Bonds"), for the purpose of paying the costs
of constructing an addition to an existing manufacturing facility (the "Project") as more fully described in the
Indenture and in the Lease authorized in this Ordinance, for lease to RALLISON LP, a Kansas limited
partnership (the "Tenant").
C.
The Issuer's governing body finds that it is necessary and desirable in connection with the
issuance of the Series 2026 Bonds to execute and deliver the following documents (collectively, the "Bond
Documents"):
(i)
a Trust Indenture (the "Indenture"), with BOKF, N.A., Kansas City, Missouri, as Trustee (the
"Trustee"), prescribing the terms and conditions of issuing and securing the Series 2026 Bonds;
(ii)
a Site Lease (the "Site Lease") with the Tenant under which the Tenant will lease an interest
in the Real Property to the Issuer;
(iii)
a Project Lease (the "Project Lease") with the Tenant, under which the Issuer will acquire,
construct and equip the Project and lease it to the Tenant in consideration of Basic Rent and other
payments; and
(iv)
a Bond Purchase Agreement (the "Bond Purchase Agreement") providing for the sale of the
Series 2026 Bonds by the Issuer to RALLISON LP, Pittsburg, Kansas (the “Purchaser”).
D.
The Issuer's governing body has found that under the provisions of K.S.A. 79-201a TwentyFourth, the Project purchased or constructed with the proceeds of the Series 2026 Bonds is eligible for
exemption from ad valorem property taxes for up to 10 years, commencing in the calendar year following the
calendar year in which the Bonds are issued, if proper application is made, provided no exemption may be
granted from the ad valorem property tax levied by a school district pursuant to the provisions of K.S.A. 7253,113, and amendments thereto. The Issuer's governing body has further found that the Project should be
600551.20046/ORDINANCE
23
exempt from ad valorem property taxes for a period of six (6) years Prior to making this determination, the
governing body of the Issuer has conducted the public hearing and reviewed the analysis of costs and benefits
of the exemption required by K.S.A. 12-1749d.
NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF
PITTSBURG, KANSAS:
Section 1.
Definition of Terms. All terms and phrases not otherwise defined in this Ordinance
will have the meanings set forth in the Indenture and the Project Lease.
Section 2.
Authority to Cause the Project to Be Purchased and Constructed. The Issuer is
authorized to lease the Real Property and cause the Project to be acquired, constructed and equipped in the
manner described in the Indenture, the Site Lease and the Project Lease.
Section 3.
Authorization of and Security for the Bonds. The Issuer is authorized and
directed to issue the Series 2026 Bonds, to be designated "City of Pittsburg, Kansas Taxable Industrial
Revenue Bonds, Series 2026 (Progressive Products Project)" in the aggregate principal amount of not to
exceed $1,700,000, for the purpose of providing funds to pay the costs of the constructing an addition to an
existing of the Project. The Series 2026 Bonds will be in the principal amount, will be dated and bear interest,
will mature and be payable at the times, will be in the forms, will be subject to redemption and payment prior
to maturity, and will be issued according to the provisions, covenants and agreements in the Indenture. The
Series 2026 Bonds will be special limited obligations of the Issuer payable solely from the Trust Estate under
the Indenture, including revenues derived from the Project Lease. The Series 2026 Bonds will not be general
obligations of the Issuer, nor constitute a pledge of the faith and credit of the Issuer and will not be payable in
any manner by taxation.
Section 4.
Authorization of Indenture. The Issuer is authorized to enter into the Indenture
with the Trustee in the form approved in this Ordinance. The Issuer will pledge the Trust Estate described in
the Indenture to the Trustee for the benefit of the owners of the Series 2026 Bonds on the terms and conditions
in the Indenture.
Section 5.
Lease of the Project. The Issuer will lease an interest in the Real Property and
acquire, construct and equip the Project and lease it to the Tenant according to the provisions of the Site Lease
and Project Lease in the form approved in this Ordinance.
Section 6.
Authorization of Bond Purchase Agreement. The Issuer is authorized to sell the
Series 2026 Bonds to the Purchaser, according to the terms and provisions of the Bond Purchase Agreement,
in the form approved in this Ordinance.
Section 7.
Execution of Bonds and Bond Documents. The Mayor of the Issuer is authorized
and directed to execute the Series 2026 Bonds and deliver them to the Trustee for authentication on behalf of
the Issuer in the manner provided by the Act and in the Indenture. The Mayor, or member of the Issuer's
governing body authorized by law to exercise the powers and duties of the Mayor in the Mayor's absence, is
further authorized and directed to execute and deliver the Bond Documents on behalf of the Issuer in
substantially the forms presented for review prior to passage of this Ordinance, with the corrections or
amendments as the Mayor or other person lawfully acting in the absence of the Mayor may approve, which
approval shall be evidenced by his or her signature. The authorized signatory may sign and deliver all other
documents, certificates or instruments as may be necessary or desirable to carry out the purposes and intent
of this Ordinance and the Bond Documents. The City Clerk or the Deputy City Clerk of the Issuer is hereby
authorized and directed to attest the execution of the Series 2026 Bonds, the Bond Documents and the other
600551.20046/ORDINANCE
2
24
documents, certificates and instruments as may be necessary or desirable to carry out the intent of this
Ordinance under the Issuer's corporate seal.
Section 8.
Property Tax Exemption. The Project will be exempt from ad valorem property
taxes for six (6) years, commencing in the calendar year after the calendar year in which the Series 2026
Bonds are issued, provided no exemption may be granted from the ad valorem property tax levied by a school
district pursuant to the provisions of K.S.A. 72-53,113, and amendments thereto. The Tenant will prepare the
application for exemption and submit it to the Issuer for its review. After its review, the Issuer will submit
the application for exemption to the State Board of Tax Appeals.
Section 9.
Pledge of the Project and Net Lease Rentals. The Issuer hereby pledges the
Project and the net rentals generated under the Project Lease to the payment of the Series 2026 Bonds in
accordance with K.S.A. 12-1744. The lien created by the pledge will be discharged when all of the Series
2026 Bonds are paid or deemed to have been paid under the Indenture.
Section 10.
Authority To Correct Errors and Omissions. The Mayor or member of the
Issuer's governing body authorized to exercise the powers and duties of the Mayor in the Mayor's absence,
the City Clerk and any Deputy City Clerk are hereby authorized and directed to make any alterations,
changes or additions in the instruments herein approved, authorized and confirmed which may be necessary
to correct errors or omissions therein or to conform the same to the other provisions of the instruments or
to the provisions of this Ordinance.
Section 11.
Further Authority. The officials, officers, agents and employees of the Issuer are
authorized and directed to take whatever action and execute whatever other documents or certificates as may
be necessary or desirable to carry out the provisions of this Ordinance and to carry out and perform the duties
of the Issuer with respect to the Series 2026 Bonds and the Bond Documents.
Section 12.
Effective Date. This Ordinance shall take effect after its passage by the governing
body of the Issuer, signature by the Mayor and publication once in the Issuer's official newspaper.
[BALANCE OF THIS PAGE LEFT BLANK INTENTIONALLY]
600551.20046/ORDINANCE
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25
PASSED by the governing body of the Issuer on August 25, 2026 and SIGNED by the Mayor.
(SEAL)
Mayor
ATTEST:
Deputy City Clerk
[BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]
600551.20046/ORDINANCE
(Signature Page to Bond Ordinance)
26
GILMORE & BELL, P.C.
07/17/2026
CITY OF PITTSBURG, KANSAS
AS ISSUER
AND
BOKF, N.A.
KANSAS CITY, MISSOURI
AS TRUSTEE
TRUST INDENTURE
DATED AS OF SEPTEMBER 1, 2026
NOT TO EXCEED $1,700,000
TAXABLE INDUSTRIAL REVENUE BONDS
SERIES 2026
(PROGRESSIVE PRODUCTS PROJECT)
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TRUST INDENTURE
Table of Contents
Page
Parties...................................................................................................................................................... 1
Recitals ................................................................................................................................................... 1
Granting Clauses .................................................................................................................................... 1
ARTICLE I DEFINITIONS
Section 1.01.
Section 1.02.
Definitions of Words and Terms. .................................................................................. 2
Rules of Interpretation. ................................................................................................. 8
ARTICLE II THE BONDS
Section 2.01.
Section 2.02.
Section 2.03.
Section 2.04.
Section 2.05.
Section 2.06.
Section 2.07.
Section 2.08.
Section 2.09.
Section 2.10.
Section 2.11.
Section 2.12.
Section 2.13.
Section 2.14.
Title and Amount of Bonds. .......................................................................................... 9
Limited Nature of Obligations. ..................................................................................... 9
Denomination, Numbering and Dating of Bonds.......................................................... 9
Method and Place of Payment of Bonds. .................................................................... 10
Execution and Authentication of Bonds. .................................................................... 10
Registration, Transfer and Exchange of Bonds........................................................... 10
Persons Deemed Owners of Bonds. ............................................................................ 11
Authorization of Series 2026 Bonds. .......................................................................... 11
Authorization of Additional Bonds. ............................................................................ 12
Temporary Bonds........................................................................................................ 14
Mutilated, Lost, Stolen or Destroyed Bonds. .............................................................. 15
Cancellation and Destruction of Bonds Upon Payment. ............................................. 15
Payments Due on Saturdays, Sundays and Holidays. ................................................. 15
Nonpresentment of Bonds. .......................................................................................... 16
ARTICLE III REDEMPTION OF BONDS
Section 3.01.
Section 3.02.
Section 3.03.
Section 3.04.
Section 3.05.
Section 3.06.
Redemption of Bonds Generally. ................................................................................ 16
Redemption of Series 2026 Bonds. ............................................................................. 16
Selection of Bonds to be Redeemed............................................................................ 16
Trustee's Duty to Redeem Bonds. ............................................................................... 17
Notice of Redemption. ................................................................................................ 17
Effect of Call for Redemption. .................................................................................... 17
ARTICLE IV FORM OF BONDS
Section 4.01.
Section 4.02.
Forms Generally. ......................................................................................................... 17
Bond Counsel's Approving Opinion. .......................................................................... 18
ARTICLE V CUSTODY AND APPLICATION OF BOND PROCEEDS
Section 5.01.
Section 5.02.
Creation of Funds and Accounts. ................................................................................ 18
Deposit of Bond Proceeds. .......................................................................................... 18
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ARTICLE VI REVENUES AND FUNDS
Section 6.01.
Section 6.02.
Section 6.03.
Section 6.04.
Section 6.05.
Deposits into the Project Fund. ................................................................................... 19
Disbursements from the Project Fund. ........................................................................ 19
Disposition Upon Acceleration. .................................................................................. 19
Deposits into the Debt Service Fund. .......................................................................... 19
Application of Moneys in the Debt Service Fund. ...................................................... 20
ARTICLE VII SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS
Section 7.01.
Section 7.02.
Section 7.03.
Moneys to be Held in Trust......................................................................................... 21
Investment of Moneys in Funds. ................................................................................. 21
Record Keeping........................................................................................................... 21
ARTICLE VIII GENERAL COVENANTS AND PROVISIONS
Section 8.01.
Section 8.02.
Section 8.03.
Section 8.04.
Section 8.05.
Section 8.06.
Section 8.07.
Section 8.08.
Section 8.09.
Payment of Principal of, Premium, if any, and Interest on the Bonds. ....................... 21
Authority to Execute Indenture and Issue Bonds. ....................................................... 22
Performance of Covenants. ......................................................................................... 22
Instruments of Further Assurance. .............................................................................. 22
Recording and Filing. .................................................................................................. 22
Maintenance, Taxes and Insurance. ............................................................................ 22
Inspection of Project Books. ....................................................................................... 22
Enforcement of Rights Under the Site Lease and Project Lease................................. 22
Possession and Use of Project. .................................................................................... 23
ARTICLE IX REMEDIES ON DEFAULT
Section 9.01.
Section 9.02.
Section 9.03.
Section 9.04.
Section 9.05.
Section 9.06.
Section 9.07.
Section 9.08.
Section 9.09.
Section 9.10.
Acceleration of Maturity in Event of Default. ............................................................ 23
Exercise of Remedies by the Trustee. ......................................................................... 23
Surrender of Possession of Trust Estate; Rights and Duties of Trustee
in Possession. .............................................................................................................. 24
Sale in Event of Default. ............................................................................................. 24
Appointment of Receivers. ......................................................................................... 24
Limitation on Exercise of Remedies by Owner(s) of Bonds. ..................................... 25
Right of Owner(s) of Bonds to Direct Proceedings. ................................................... 25
Remedies Cumulative. ................................................................................................ 25
Waivers of Events of Default. ..................................................................................... 25
Application of Money Received after Event of Default. ............................................ 26
ARTICLE X THE TRUSTEE
Section 10.01.
Section 10.02.
Section 10.03.
Section 10.04.
Section 10.05.
Section 10.06.
Section 10.07.
Section 10.08.
Acceptance of the Trusts. ............................................................................................ 27
Fees, Charges and Expenses of the Trustee; Lien for Fees and Costs
and Additional Rent. ................................................................................................... 29
Notice to Owner(s) of Bonds if Default Occurs.......................................................... 29
Intervention by the Trustee. ........................................................................................ 29
Successor Trustee Upon Merger, Consolidation or Sale............................................. 29
Resignation of Trustee. ............................................................................................... 29
Removal of Trustee. .................................................................................................... 29
Qualifications of Successor Trustee. ........................................................................... 30
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Section 10.09.
Section 10.10.
Section 10.11.
Section 10.12.
Section 10.13.
Vesting of Trusts in Successor Trustee. ...................................................................... 30
Right of Trustee to Pay Taxes and Other Charges. ..................................................... 30
Trust Estate May Be Vested in Co-trustee. ................................................................. 30
Annual Accounting. .................................................................................................... 31
Performance of Duties under the Site Lease and Project Lease. ................................. 31
ARTICLE XI SUPPLEMENTAL INDENTURES
Section 11.01.
Section 11.02.
Section 11.03.
Supplemental Indentures Not Requiring Consent of Owner(s) of Bonds. .................. 31
Supplemental Indentures Requiring Consent of Owner(s) of Bonds. ......................... 32
Tenant's Consent to Supplemental Indentures. ........................................................... 32
ARTICLE XII SATISFACTION AND DISCHARGE OF INDENTURE
Section 12.01.
Section 12.02.
Satisfaction and Discharge of the Indenture. .............................................................. 32
Bonds Deemed to be Paid. .......................................................................................... 33
ARTICLE XIII MISCELLANEOUS PROVISIONS
Section 13.01.
Section 13.02.
Section 13.03.
Section 13.04.
Section 13.05.
Section 13.06.
Section 13.07.
Section 13.08.
Consents and Other Instruments by Owner(s) of Bonds. ............................................ 33
Limitation of Rights Under the Indenture. .................................................................. 34
Notices. ....................................................................................................................... 34
Suspension of Mail Service......................................................................................... 34
Severability. ................................................................................................................ 35
Execution in Counterparts. .......................................................................................... 35
Governing Law. .......................................................................................................... 35
Electronic Transactions. .............................................................................................. 35
Signatures and Acknowledgments .................................................................................................................... 35
Appendix A, Form of Bonds ........................................................................................................................... A-1
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TRUST INDENTURE
THIS TRUST INDENTURE, dated as of September 1, 2026 (the "Indenture"), between the City
of Pittsburg, Kansas (the "Issuer"), and BOKF, N.A., Kansas City, Missouri, as Trustee (the "Trustee");
WITNESSETH:
WHEREAS, the Issuer is authorized by K.S.A. 12-1740 et seq. (the "Act"), to acquire, construct,
improve and equip 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 the facilities,
and to issue revenue bonds for the purpose of paying the cost of any such facilities; and
WHEREAS, pursuant to such authorization, the Issuer's governing body has passed an ordinance
authorizing the Issuer to issue its Taxable Industrial Revenue Bonds, Series 2026 (Progressive Products
Project), in the principal amount of not to exceed $1,700,000 (the "Series 2026 Bonds"), for the purpose of
providing funds for the constructing an addition to an existing manufacturing of a manufacturing facility
(the "Project" as hereinafter more fully described), and authorizing the Issuer to lease the Project to
RALLISON LP, a Kansas limited partnership (the "Tenant"); and
WHEREAS, pursuant to such ordinance, the Issuer is authorized (i) to execute and deliver this
Indenture for the purpose of issuing and securing the Series 2026 Bonds and any Additional Bonds
(collectively the "Bonds"), as hereinafter provided, (ii) to enter into a Site Lease of even date herewith (the
"Site Lease"), between the Issuer and the Tenant under which the Issuer will receive a leasehold interest in
the Real Property, and (iii) to enter into a Project Lease of even date herewith (the "Project Lease"), between
the Issuer and the Tenant, pursuant to which Issuer shall lease the Project to the Tenant, in consideration of
rentals which are intended to be sufficient to provide for the payment of the principal of, premium, if any,
and interest on the Series 2026 Bonds as the same become due; and
WHEREAS, all things necessary to make the Series 2026 Bonds, when authenticated by the
Trustee and issued as provided in this Indenture, the valid and legally binding limited obligations of the
Issuer, and to make this Indenture a valid and legally binding pledge and assignment of the Trust Estate
herein made for the security of the payment of the principal of, premium, if any, and interest on the Bonds
issued hereunder, have been done and performed, and the execution and delivery of this Indenture and the
execution and issuance of the Series 2026 Bonds, subject to the terms hereof, have in all respects been duly
authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
GRANTING CLAUSES
That the Issuer, in consideration of the premises, the acceptance by the Trustee of the trusts hereby
created, the purchase and acceptance of the Series 2026 Bonds by the Original Purchaser thereof, and of
other good and valuable consideration, the receipt of which is hereby acknowledged, and in order to secure
the payment of the principal of, premium, if any, and interest on all of the Bonds issued and Outstanding
under this Indenture from time to time according to their tenor and effect, and to secure the performance and
observance by the Issuer of all the covenants, agreements and conditions herein and in the Bonds contained,
does hereby pledge and assign unto the Trustee and its successors and assigns, and grant to the Trustee and
its successors and assigns a security interest in the property described in paragraphs (a) and (b) below (the
property being herein referred to as the "Trust Estate"), to wit:
600551.20046\INDENTURE
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(a)
All right, title and interest of the Issuer in, to and under the Site Lease and Project Lease
(including, but not limited to, the right to enforce any of the terms thereof but excluding the Unassigned
Issuer’s Rights), and all rents, revenues and receipts derived by the Issuer from the Project including,
without limitation, all Basic Rent derived by the Issuer under and pursuant to and subject to the provisions
of the Site Lease and Project Lease;
(b)
All moneys and securities from time to time held by the Trustee under the terms of this
Indenture, and any and all other real or personal property of every kind and nature from time to time
hereafter, by delivery or by writing of any kind, pledged, assigned or transferred as and for additional
security hereunder by the Issuer, by the Tenant or by anyone in their behalf, or with their written consent, to
the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold
and apply the same subject to the terms hereof.
TO HAVE AND TO HOLD, all and singular, the Trust Estate with all rights and privileges hereby
pledged and assigned, or agreed or intended so to be, to the Trustee and its successors in trust and assigns;
IN TRUST NEVERTHELESS, upon the terms and subject to the conditions herein set forth, for
the equal and proportionate benefit, protection and security of the Series 2026 Bonds and any Additional
Bonds issued and Outstanding under this Indenture, without preference, priority or distinction as to lien or
otherwise of any of the Bonds over any other of the Bonds except as expressly provided in or permitted by
this Indenture;
PROVIDED, HOWEVER, if the Issuer shall pay, or cause to be paid, the principal of, premium, if
any, and interest on all the Bonds, at the times and in the manner mentioned in the Bonds according to the
true intent and meaning thereof, or shall provide for the payment thereof (as provided in Article XII hereof),
and shall pay or cause to be paid to the Trustee all other sums of money due or to become due to it in
accordance with the terms and provisions hereof, then upon such final payments this Indenture and the
rights hereby granted shall cease, determine and be void; otherwise, this Indenture shall be and remain in
full force and effect.
THIS INDENTURE FURTHER WITNESSETH, and it is hereby expressly declared,
covenanted and agreed by and between the parties hereto, that all Bonds issued and secured hereunder are to
be issued, authenticated and delivered and that all the Trust Estate is to be held and applied under, upon and
subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter
expressed, and the Issuer does hereby agree and covenant with the Trustee and with the respective Owners
from time to time of the Bonds, as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions of Words and Terms. In addition to the words and terms defined
elsewhere in this Indenture, Site Lease and the Project Lease, the following words and terms as used in
this Indenture shall have the following meanings, unless some other meaning is plainly intended:
"Act" means K.S.A. 12-1740 et seq.
"Additional Bonds" means any Bonds issued in addition to the Series 2026 Bonds pursuant to
Section 2.09 of this Indenture.
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32
“Authorized Denomination” means $1,000 or any integral multiple thereof.
"Authorized Tenant Representative" means the Todd Allison of the Tenant, or such other person
as is designated to act on behalf of the Tenant as evidenced by written certificate furnished to the Trustee,
containing the specimen signature of such person and signed on behalf of the Tenant by its Authorized
Tenant Representative or any of the Tenant. Such certificate may designate an alternate or alternates, each
of whom shall be entitled to perform all duties of the Authorized Tenant Representative.
"Bond" or "Bonds" means the Series 2026 Bonds and any Additional Bonds.
"Bond Counsel" means the firm of Gilmore & Bell, P.C. or any other attorney or firm of attorneys
whose expertise in matters relating to the issuance of obligations by states and their political subdivisions is
nationally recognized and acceptable to Issuer and Tenant.
“Bond Purchase Agreement” means the Bond Purchase Agreement dated September 1, 2026,
between the Issuer and the Original Purchaser.
"Bond Registrar" means the Trustee.
"Business Day" means a day which is not a Saturday, Sunday or any day designated as a holiday
by the Congress of the United States or by the legislature of the State and on which banks in the State are
not authorized to be closed.
"Change of Circumstances" means the occurrence of any of the following events:
(a)
title to, or the temporary use of, all or any substantial part of the Project shall be condemned
by any authority exercising the power of eminent domain;
(b)
title to all or any substantial portion of the Real Property is found to be deficient or
nonexistent to the extent that the Project is untenantable or the efficient utilization of the Project by the
Tenant is substantially impaired;
(c)
casualty; or
all or a substantial portion of the Improvements are damaged or destroyed by fire or other
(d)
as a result of: (i) changes in the constitution of the State; or (ii) any legislative or
administrative action by the State or any political subdivision thereof, or by the United States; or (iii) any
action instituted in any court, the Site Lease and Project Lease shall become void or unenforceable, or
impossible of performance without unreasonable delay, or in any other way by reason of such changes of
circumstances, unreasonable burdens or excessive liabilities are imposed upon Issuer or Tenant.
"Construction Period" means the period from the beginning of acquisition or construction of
Improvements to their Completion Date.
"Costs of Issuance" means any and all expenses of whatever nature incurred in connection with
the issuance and sale of Bonds, including, but not limited to, underwriting fees and expenses, underwriting
discount, initial fees of the Trustee, administrative fees or expenses of the Issuer, bond and other printing
expenses and legal fees and expenses of Bond Counsel, Issuer's counsel and counsel for the Tenant.
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"Costs of Issuance Account" means the "City of Pittsburg, Kansas Costs of Issuance Account
(Progressive Products Project)” authorized and established with the Trustee pursuant to the Indenture.
“Dated Date” means September 1, 2026.
"Debt Service Fund" means the "City of Pittsburg, Kansas Debt Service Fund (Progressive
Products Project)" authorized and established with the Trustee pursuant to the Indenture.
"Default Administration Costs" means the reasonable fees, charges, costs, advances and expenses
of the Trustee incurred in anticipation of an Event of Default, or after the occurrence of an Event of Default,
including, but not limited to, counsel fees, litigation costs and expenses, the expenses of maintaining and
preserving the Project and the expenses of re-letting or selling the Project.
"Event of Default" means one of the following events:
(a)
Default in the due and punctual payment of any interest on any Bond;
(b)
Default in the due and punctual payment of the principal of or premium, if any, on any
Bond on the Stated Maturity or upon proceedings for redemption thereof, or upon the maturity thereof by
declaration;
(c)
Default in the performance or observance of any other of the covenants, agreements or
conditions on the part of the Issuer in this Indenture or in any Bonds contained, and the continuance thereof
for a period of 30 days after written notice thereof shall have been given to the Issuer and the Tenant by the
Trustee, or to the Trustee, the Issuer and the Tenant by Owner(s) of Bonds owning not less than 25% in
aggregate principal amount of Bonds then Outstanding; provided, however, if any default shall be such that
it cannot be corrected within such 30-day period, it shall not constitute an Event of Default if corrective
action is instituted by the Issuer or the Tenant within such period and diligently pursued until such default is
corrected; or
(d)
An "Event of Default" as defined in the Project Lease.
“Funds and Accounts” means funds and accounts created pursuant to or referred to in
Section 5.01 hereof.
"Government Securities" means direct obligations of, or obligations the payment of the principal
of and interest on which are unconditionally guaranteed by, the United States of America.
"Improvements" means all buildings, building improvements, machinery and equipment
purchased in whole or in part from the proceeds of the Bonds.
"Indenture" means this Trust Indenture, as from time to time amended and supplemented by
Supplemental Indentures in accordance with the provisions of Article XI of this Indenture.
"Interest Payment Date" means any date on which any interest is payable on any Bond. With
respect to the Series 2026 Bonds, it means December 31, 2032.
"Investment Contract" means an agreement to deposit all or any portion of the proceeds of the
sale of the Bonds with a bank, with the deposits to bear interest at an agreed rate.
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"Investment Securities" means any of the following securities, and to the extent the same are at
the time permitted for investment of funds held by the Trustee pursuant to this Indenture:
(a)
Government Securities;
(b)
obligations of the Federal National Mortgage Association, the Government National
Mortgage Association, the Federal Financing Bank, the Federal Intermediate Credit Corporation, National
Bank for Cooperatives, Federal Land Banks, Federal Home Loan Banks, Farmers Home Administration and
Federal Home Loan Mortgage Association;
(c)
savings or other depository accounts or certificates of deposit, whether negotiable or
nonnegotiable, issued by any bank or trust company organized under the laws of any state of the United
States of America or any national banking association (including the Trustee and its affiliates), provided that
such deposits shall be either of a bank, trust company or national banking association continuously and fully
insured by the Federal Deposit Insurance Corporation, or continuously and fully secured by excess deposit
insurance purchased through a private insurer, or such securities as are described above in clauses (a) or (b),
which shall have a market value (exclusive of accrued interest) at all times at least equal to the principal
amount of such deposits and shall be lodged with the Trustee, as custodian, by the bank, trust company or
national banking association accepting such deposit or issuing such certificate of deposit;
(d)
any Investment Contract or repurchase agreement with any bank or trust company
organized under the laws of any state of the United States of America or any national banking association
(including the Trustee) or government bond dealer reporting to, trading with, and recognized as a primary
dealer by the Federal Reserve Bank of New York, which agreement is secured by any one or more of the
securities described in clauses (a) or (b) above;
(e)
any investment in shares or units of a money market fund or trust rated “AAAm” or
“AAAm-G” or better by S&P Global Ratings (including one offered, managed or otherwise made available
through the Trustee or any affiliate);
(f)
investments in shares or units of a money market fund or trust, the portfolio of which is
comprised entirely of securities described in clauses (a), (b) or (c) above.
“Issue Date” means the date when the Issuer delivers the Bonds to the Original Purchaser in
exchange for the Purchase Price.
"Issuer" means the City of Pittsburg, Kansas, a city of the first class organized under the laws of
the State, and its successors and assigns.
“Maturity” when used with respect to any Bond means the date on which the principal of such
Bond becomes due and payable as therein and herein provided, whether at the Stated Maturity thereof or
call for redemption or otherwise.
"Notice Representative" means:
(a)
With respect to the Tenant, its chief executive officer at its Notice Address (as defined in
the Project Lease).
(b)
With respect to the Issuer, its duly acting clerk at its Notice Address (as defined in the
Project Lease).
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(c)
With respect to the Trustee, any corporate trust officer at its Notice Address (as defined in
the Project Lease).
"Original Proceeds" means all sale proceeds, including accrued interest, from sale of the Series
2026 Bonds to the Original Purchaser and all investment earnings credited to the Project Fund prior to the
Completion Date.
"Original Purchaser" means RALLISON LP, Pittsburg, Kansas.
"Outstanding" means, as of a particular date all Bonds issued, authenticated and delivered under
this Indenture (including any Supplemental Indentures), except:
(a)
Indenture;
Bonds canceled by the Trustee or delivered to the Trustee for cancellation pursuant to this
(b)
Bonds for the payment or redemption of which moneys or investments have been deposited
in trust with the Trustee and irrevocably pledged to such payment or redemption in accordance with the
provisions of Section 12.02 of this Indenture; and
(c)
Bonds in exchange for or in lieu of which other Bonds have been authenticated and
delivered pursuant to this Indenture.
"Owner" or "Owners" means the owner of any Bond as shown on the registration books of the
Trustee maintained as provided in this Indenture.
"Paying Agent" means the Trustee.
"Payment Date" means any Interest Payment Date or any Principal Payment Date.
"Person" means any natural person, corporation, partnership, joint venture, association, firm, jointstock company, trust, unincorporated organization, or government or any agency or political subdivision
thereof or other public body.
"Principal Payment Date" means any date on which principal on any Bond is due and payable,
whether at the Stated Maturity or earlier required redemption thereof. With respect to the Series 2026
Bonds, the Principal Payment Date is December 31, 2032.
"Project" means the Real Property and the Improvements.
"Project Additions" means any Improvements acquired, constructed or installed from proceeds of
any series of Additional Bonds authorized and issued pursuant to this Indenture. It also includes any
alterations or additions made to the Project to the extent provided in Articles XI and XII of the Project Lease.
"Project Costs" means those costs incurred in connection with the Real Property, and the
construction or installation of any Improvements, including:
(a)
all costs and expenses necessary or incident to the acquisition of such of the Improvements
as are acquired, constructed or in progress at the date of such issuance of the Series 2026 Bonds;
(b)
fees and expenses of architects, appraisers, surveyors, engineers and other professional
consultants for estimates, surveys, soil borings and soil tests and other preliminary investigations and items
600551.20046\INDENTURE
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necessary to the commencement of acquisition, construction, preparation of plans, drawings and
specifications and supervision of construction and installation, as well as for the performance of all other
duties of architects, appraisers, surveyors, engineers and other professional consultants in relation to the
acquisition, construction or installation of the Improvements or the issuance of Bonds;
(c)
all costs and expenses incurred in constructing, acquiring or installing the Improvements;
(d)
payment of interest actually incurred on any interim financing obtained from a lender
unrelated to the Tenant for acquisition or performance of work on the Improvements prior to the issuance of
the Bonds;
(e)
the cost of the title insurance policies and the cost of any insurance and performance and
payment bonds maintained during the Construction Period in accordance with Article VI of the Project
Lease, respectively;
(f)
interest accruing on the Series 2026 Bonds prior to the Completion Date, if and to the
extent Original Proceeds deposited to the credit of the Debt Service Fund pursuant to Section 602 of this
Indenture are insufficient for payment of such interest; and
(g)
Costs of Issuance.
"Project Fund" means the "City of Pittsburg, Kansas Project Fund (Progressive Products Project)”
authorized and established with the Trustee pursuant to the Indenture.
"Project Lease" means the Project Lease delivered concurrently with this Indenture between the
Issuer and the Tenant, as from time to time amended and supplemented in accordance with the provisions
thereof and of Article XI of this Indenture.
“Purchase Price” means the amount set forth in the Bond Purchase Agreement.
"Real Property" means the real property (or interests therein) described in Schedule I to the
Project Lease.
"Record Date" means the fifteenth day of the month preceding each Interest Payment Date, or if
such date is not a Business Day, the Business Day immediately preceding such date.
“Redemption Date” means, when used with respect to any Bond to be redeemed, the date fixed
for the redemption of such Bond pursuant to the terms of this Indenture.
"Rental Payments" means the aggregate of the Basic Rent and Additional Rent payments
provided for pursuant to Article III of the Project Lease.
"Series 2026 Bonds" means the City of Pittsburg, Kansas Taxable Industrial Revenue Bonds,
Series 2026 (Progressive Products Project) dated September 1, 2026 in the aggregate principal amount of
not to exceed $1,700,000.
"Site Lease" means that Site Lease dated as of September 1, 2026, as from time to time amended
or supplemented, between the Tenant, as lessor, and the Issuer, as lessee, creating a leasehold interest of the
Real Property for the Issuer.
"State" means the State of Kansas.
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“Stated Maturity” when used with respect to any Bond or any installment of interest thereon
means the date specified in such Bond and this Indenture as the fixed date on which the principal of such
Bond or such installment of interest is due and payable.
"Sublease" means that Sublease between the Tenant, as sublessor, and the Subtenant, as sublessee,
for the use and operation of the Project.
"Subtenant" means Progressive Products, Inc., a Kansas corporation, as Subtenant under the
Sublease.
"Supplemental Indenture" means any indenture supplementing or amending this Indenture
entered into by the Issuer and the Trustee pursuant to Article XI of this Indenture.
"Tenant" means RALLISON LP, a Kansas limited partnership, its successors and assigns.
"Trust Estate" means the Trust Estate described in the Granting Clauses of this Indenture.
"Trustee" means BOKF, N.A., Kansas City, Missouri, a banking corporation or association
incorporated under the laws of the United States or one of the states thereof, in its capacity as trustee, bond
registrar and paying agent, and its successor or successors serving as Trustee under this Indenture.
“Unassigned Issuer’s Rights” mean the rights of the Issuer pursuant to the Project Lease to
indemnification, to consent, to receive notice, to receive purchase option payments, to be insured or to
receive money for its own account for payment of fees or expenses advanced by the Issuer in connection
with the Project Lease, all in accordance with the terms of the Project Lease.
Section 1.02.
Rules of Interpretation.
(a)
Words of the masculine gender shall be deemed and construed to include correlative words
of the feminine and neuter genders. Unless the context shall otherwise indicate, the words importing the
singular number shall include the plural and vice versa, and words importing persons shall include firms,
associations, trusts and corporations, including public bodies, as well as natural persons.
(b)
Wherever in this Indenture it is provided that either party shall or will make any payment or
perform or refrain from performing any act or obligation, each such provision shall, even though not so
expressed, be construed as an express covenant to make such payment or to perform, or not to perform, as
the case may be, such act or obligation.
(c)
All references in this Indenture to designated "Articles", "Sections" and other subdivisions
are, unless otherwise specified, to the designated Articles, Sections and subdivisions of this Indenture as
originally executed. The words "herein", "hereof", "hereunder" and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or subdivision.
(d)
The Table of Contents and the Article and Section headings of this Indenture shall not be
treated as a part of this Indenture or as affecting the true meaning of the provisions hereof.
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ARTICLE II
THE BONDS
Section 2.01. Title and Amount of Bonds. No Bonds may be issued under this Indenture
except in accordance with the provisions of this Article. The Bonds authorized to be issued under this
Indenture shall be designated as "City of Pittsburg, Kansas Taxable Industrial Revenue Bonds, Series 2026
(Progressive Products Project)," with such other appropriate particular designation added to or incorporated
in such title for the Bonds of any particular series of Additional Bonds as the Issuer may determine. The
total principal amount of Bonds that may be issued hereunder is hereby expressly limited to the $1,700,000
principal amount of Series 2026 Bonds and any Additional Bonds permitted hereunder.
Section 2.02.
Limited Nature of Obligations.
(a)
The Bonds and the interest thereon shall be limited obligations of the Issuer payable solely
and only from the net earnings and revenues derived by the Issuer from the Project, including but not limited
to the rents, revenues and receipts under the Project Lease (including, in certain circumstances, Bond
proceeds and income from the temporary investment thereof and proceeds from sale of the Project or
insurance proceeds and condemnation awards, if any, and are secured by a pledge and assignment of the
Trust Estate to the Trustee in favor of the Owner(s) of Bonds, as provided in this Indenture. The Bonds and
the interest thereon shall not be a debt or general obligation of the Issuer or the State, or any municipal
corporation thereof, and neither the Bonds, the interest thereon, nor any judgment thereon or with respect
thereto, are payable in any manner from tax revenues of any kind or character. The Bonds shall not
constitute an indebtedness or a pledge of the faith and credit of the Issuer, the State or any municipal
corporation thereof, within the meaning of any constitutional or statutory limitation or restriction.
(b)
No provision, covenant or agreement contained in this Indenture or the Bonds, or any
obligation herein or therein imposed upon the Issuer, or the breach thereof, shall constitute or give rise to or
impose upon the Issuer a pecuniary liability or a charge upon its general credit or powers of taxation. In
making the agreements, provisions and covenants set forth in this Indenture, the Issuer has not obligated
itself except with respect to the Project and the application of the payments, revenues and receipts therefrom
as hereinabove provided. Neither the officers of the Issuer nor any person executing the Bonds shall be
liable personally on the Bonds by reason of the issuance thereof.
Section 2.03.
Denomination, Numbering and Dating of Bonds.
(a)
The Bonds shall consist of fully registered Bonds in an Authorized Denomination. The
Bonds shall be substantially in the form set forth in Article IV of this Indenture. The Bonds of each series of
Bonds shall be numbered in such manner as the Trustee shall determine.
(b)
The Bonds of each series of Bonds shall be dated as provided in this Indenture or the
Supplemental Indenture authorizing the issuance of such series of Bonds. The Bonds shall bear interest
from their effective date of registration. The effective date of registration shall be the Interest Payment Date
next preceding the date of authentication thereof by the Trustee, unless such date of authentication shall be
an Interest Payment Date, in which case the effective date of registration shall be as of such date of
authentication, or unless the date of authentication shall be prior to the first Interest Payment Date for such
series of Bonds, in which case the effective date of registration shall be the dated date of such series of
Bonds; provided, however, if payment of the interest on any Bonds of any series shall be in default at the
time of authentication of any Bond certificates issued in lieu of Bonds surrendered for transfer or exchange,
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the effective date of registration shall be as of the date to which interest has been paid in full on the Bonds
surrendered.
Section 2.04. Method and Place of Payment of Bonds. The principal of, redemption
premium, if any, and interest on the Bonds shall be payable in any coin or currency which, on the
respective dates of payment thereof, is legal tender for the payment of public and private debts.
The interest payable on each Bond on any Interest Payment Date shall be paid to the Owner of
such Bond as shown on the Bond Register at the close of business on the Record Date for such interest (a)
by check or draft mailed by the Paying Agent to the address of such Owner shown on the Bond Register
or at such other address as is furnished to the Paying Agent in writing by such Owner; or (b) in the case of
an interest payment to any Owner of $500,000 or more in aggregate principal amount of Bonds, by
electronic transfer to such Owner upon written notice given to the Bond Registrar by such Owner, not less
than 15 days prior to the Record Date for such interest, containing the electronic transfer instructions
including the bank ABA routing number and account number to which such Owner wishes to have such
transfer directed.
Final payment of principal and redemption premium, if any, on all Bonds shall be made by check or
draft upon the presentation and surrender of the certificate(s) representing such Bonds at the Maturity
thereof at the principal corporate trust office of the Paying Agent.
Section 2.05.
Execution and Authentication of Bonds.
(a)
Bond certificates shall be executed on behalf of the Issuer by the manual or facsimile
signature of the Mayor and attested by the manual or facsimile signature of its City Clerk and shall have the
corporate seal of the Issuer affixed thereto or imprinted thereon. In case any officer whose signature or
facsimile thereof appears on any Bond certificates shall cease to be such officer before the delivery of such
Bonds, such signature or facsimile thereof shall nevertheless be valid and sufficient for all purposes, the
same as if such person had remained in office until delivery. Any Bond certificate may be signed by such
persons as at the actual time of the execution of such Bond certificate shall be the proper officers to sign
although on the date of issuance of such Bond such persons may not have been such officers.
(b)
The Bonds shall have endorsed thereon a Certificate of Authentication substantially in the
form set forth in Article IV hereof, which shall be manually executed by the Trustee. No Bond shall be
entitled to any security or benefit under this Indenture or shall be valid or obligatory for any purpose unless
and until such Certificate of Authentication shall have been duly executed. Such executed Certificate of
Authentication upon any Bond certificate shall be conclusive evidence that the Bonds described in such
Bond certificate have been duly authenticated and delivered under this Indenture. The Certificate of
Authentication on any Bond certificate shall be deemed to have been duly executed if signed by any
authorized officer or employee of the Trustee, but it shall not be necessary that the same officer or employee
sign the Certificate of Authentication on all of the Bond certificates that may be delivered hereunder at any
one time.
Section 2.06.
Registration, Transfer and Exchange of Bonds.
(a)
The Trustee shall keep books for the registration and for the transfer of the Series 2026
Bonds and any Additional Bonds as provided in this Indenture.
(b)
Bonds may be transferred only upon the books maintained by Trustee for the registration
and transfer of Bonds upon surrender of the certificate(s) representing such Bonds to the Trustee duly
endorsed for transfer or accompanied by an assignment duly executed by the Owner(s) of Bonds or his
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attorney or legal representative in such form as shall be satisfactory to the Trustee. Upon any such transfer,
the Issuer shall execute and the Trustee shall authenticate and deliver in exchange for such Bonds new Bond
certificate(s), registered in the name of the transferee, of any Authorized Denomination in an aggregate
principal amount equal to the principal amount of such Bonds, of the same series and maturity and bearing
interest at the same rate. In the event that any Owner(s) of Bonds fails to provide a certified taxpayer
identification number to the Trustee, the Trustee may make a charge against such Owner(s) of Bonds
sufficient to pay any governmental charge required to be paid as a result of such failure. In compliance with
Section 3406 of the Internal Revenue Code of 1986, as amended, such amount may be deducted by the
Paying Agent from amounts otherwise payable to any Owner(s) of Bonds.
(c)
In all cases in which Bonds shall be exchanged or transferred hereunder, the Issuer shall
execute and the Trustee shall authenticate and deliver at the earliest practicable time Bond certificates in
accordance with the provisions of this Indenture. All Bond certificates surrendered in any such exchange or
transfer shall forthwith be canceled by the Trustee. The Issuer or the Trustee may make a charge for every
such exchange or transfer of Bonds sufficient to reimburse it for any tax, fee or other governmental charge
required to be paid with respect to such exchange or transfer, and such charge shall be paid by the Owner(s)
of Bonds before any such new Bond certificate shall be delivered. Neither the Issuer nor the Trustee shall
be required to make any such exchange or transfer of Bonds on or after the Record Date preceding a
Payment Date on the Bonds or, in the case of any proposed redemption of Bonds, during the 15 days
immediately preceding the selection of Bonds for such redemption or after such Bonds or any portion
thereof has been selected for redemption.
(d)
Any proposed transfer of Series 2026 Bonds shall be made by the Trustee only upon
delivery to the Trustee, the Issuer and the Tenant of an opinion of counsel to the proposed transferor either
(i) that the proposed transfer is a part of a transaction exempt from the application of the Securities Act of
1933, as amended (the “1933 Act”), or (ii) that the transfer is a part of a transaction that is in compliance
with the registration provisions of the 1933 Act, which opinion shall be in form and substance acceptable to
both the Trustee, the Issuer and the Tenant.
(e)
All of the duties of the Trustee set forth in this Section 2.06 may be performed by any cotrustee or co-paying agent appointed by the Trustee, to the extent specified in the instrument appointing such
co-trustee or co-paying agent.
Section 2.07. Persons Deemed Owners of Bonds. The person in whose name any Bond shall
be registered as shown on the registration books required to be maintained by the Trustee by this Article
shall be deemed and regarded as the absolute owner thereof for all purposes. Payment of, or on account of
the principal of and premium, if any, and, interest on any such Bond shall be made only to or upon the order
of such registered Owner or a duly constituted legal representative. All such payments shall be valid and
effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of
the sum or sums so paid.
Section 2.08.
Authorization of Series 2026 Bonds.
(a)
There shall be initially issued and secured pursuant to this Indenture, a series of Bonds in
the aggregate principal amount of not to exceed $1,700,000 for the purpose of providing funds to pay
Project Costs, which series of Bonds shall be designated the "City of Pittsburg, Kansas Taxable Industrial
Revenue Bonds, Series 2026 (Progressive Products Project)." The Series 2026 Bonds shall be dated as of
the Dated Date, shall become due on the Principal Payment Dates in the years and in the respective principal
amounts (subject to prior redemption as hereinafter provided in Article III) and shall bear interest from their
effective date of registration or the Interest Payment Date to which interest has been paid, at the rates per
annum (computed on the basis of a 360-day year of twelve 30-day months) of 6.00%.
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The Series 2026 Bonds shall be payable as set forth in Appendix A and shall be dated, bear interest,
and be subject to redemption and transfer as set forth in such forms. All of the terms and provisions of the
Series 2026 Bonds as set forth in Appendix A are incorporated into this Indenture by reference. The Series
2026 Bonds and the interest and redemption premium, if any, thereon will not be a general obligation of the
Issuer, but shall be payable solely out of the revenues derived by the Issuer pursuant to the Project Lease
(except to the extent payable from proceeds of sale or re-letting of the Project).
(b)
Interest on the Series 2026 Bonds shall be payable to the Owners thereof in accordance
with the provisions of Article II hereof.
(c)
The Trustee is hereby designated as the Issuer's Paying Agent for the payment of the
principal of, premium, if any, and interest on the Series 2026 Bonds. The Trustee may appoint one or more
financial institutions to act as co-paying agent for the Series 2026 Bonds.
(d)
Upon the original issuance and delivery of the Series 2026 Bonds, the effective date of
registration thereof shall be their Dated Date.
(e)
The Series 2026 Bonds shall be substantially in the form and manner set forth in Article IV
hereof and delivered to the Trustee for authentication, but prior to or simultaneously with the authentication
and delivery of the Bonds by the Trustee, there shall be filed with the Trustee the following:
(i)
An original or certified copy of the Ordinance enacted by the Issuer's governing
body authorizing the issuance of the Series 2026 Bonds and the execution of this
Indenture and the Project Lease.
(ii)
An original executed counterpart of this Indenture.
(iii)
An original executed counterpart of the Site Lease.
(iv)
An original executed counterpart of the Project Lease.
(v)
An opinion of Bond Counsel to the effect that the Series 2026 Bonds constitute
valid and legally binding obligations of the Issuer and exempt from Kansas income
taxation, subject to such limitations and restrictions as shall be described therein.
(vi)
Such other certificates, statements, receipts and documents as the Trustee shall
reasonably require for the delivery of the Series 2026 Bonds.
(f)
When the documents specified in subsection (e) of this Section shall have been filed with
the Trustee, and when certificates representing all the Series 2026 Bonds shall have been executed and
authenticated as required by this Indenture, the Trustee shall deliver the Series 2026 Bonds to or upon the
order of the Original Purchaser thereof, but only upon payment to the Trustee of the Purchase Price of the
Series 2026 Bonds. The Original Proceeds, including accrued interest and premium thereon, if any, shall be
immediately paid over to the Trustee, and the Trustee shall deposit and apply such proceeds as provided in
Article V hereof.
Section 2.09.
Authorization of Additional Bonds.
(a)
Additional Bonds may be issued under and equally and ratably secured by this Indenture on
a parity with the Series 2026 Bonds and any other Additional Bonds Outstanding at any time and from time
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to time, upon compliance with the conditions hereinafter provided in this Section, for any of the following
purposes:
(i)
To provide funds to pay the costs of completing the Improvements, the total of
such costs to be evidenced by a certificate signed by the Authorized Tenant Representative.
(ii)
To provide funds to pay all or any part of the costs of repairing, replacing or
restoring Improvements in the event of damage, destruction or condemnation thereto or thereof.
(iii)
To provide funds to pay all or any part of the costs of acquisition, purchase or
construction of such additions, improvements, extensions, alterations, expansions or modifications
of the Project (including additional Real Property or Improvements) or any part thereof as the
Tenant may deem necessary or desirable and as will not impair the nature of the Project as a
"facility" within the meaning and purposes of the Act.
(iv)
To provide funds for refunding all or any part of the Bonds of any series then
Outstanding, including the payment of any premium thereon and interest to accrue to the designated
Redemption Date and any expenses in connection with such refunding.
(b)
Before any Additional Bonds shall be issued under the provisions of this Section, the
Original Purchaser shall be given written notice thereof by Issuer or Tenant, and the Issuer's governing body
shall enact an Ordinance (i) authorizing the issuance of such Additional Bonds, fixing the amount and terms
thereof and describing the purpose or purposes for which such Additional Bonds are being issued or
describing the Bonds to be refunded, (ii) authorizing the Issuer to enter into a Supplemental Indenture for
the purpose of providing for the issuance of and securing such Additional Bonds and, if required, (iii)
authorizing the Issuer to enter into a supplemental lease with the Tenant to provide for rental payments at
least sufficient to pay the principal of, premium, if any, and interest on the Bonds then to be Outstanding
(including the Additional Bonds to be issued) as the same become due, for the acquisition, purchase,
construction or installation of additional Improvements, for the inclusion of any such addition, expansion or
modification as a part of the Project, and for such other matters as are appropriate because of the issuance of
the Additional Bonds proposed to be issued which, in the judgment of the Issuer, is not to the prejudice of
the Issuer or the owners of the Bonds previously issued.
(c)
Such Additional Bonds shall have the same designation as the Series 2026 Bonds, except
for an identifying series letter or date and the addition of the word "Refunding" when applicable, shall be
dated, shall be stated to mature on Principal Payment Dates in such year or years, shall bear interest at such
rate or rates not exceeding the maximum rate then permitted by law, and shall be redeemable at such times
and prices (subject to the provisions of Article III of this Indenture), all as may be provided by the
Supplemental Indenture authorizing the issuance of such Additional Bonds. Except as to any difference in
the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption, such
Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this
Indenture as the Series 2026 Bonds and any other Additional Bonds Outstanding at the time of the issuance
of such Additional Bonds.
(d)
Such Additional Bonds shall be substantially in the form and executed in the manner set
forth in this Article and Article IV hereof and certificates representing such Bonds shall be deposited with
the Trustee for authentication, but prior to or simultaneously with the authentication and delivery of such
Bond certificates by the Trustee, there shall be filed with the Trustee the following:
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(i)
An original or certified copy of the Ordinance enacted by the Issuer's governing
body authorizing the issuance of such Additional Bonds and the execution of such Supplemental
Indenture and the appropriate amendments or supplements to the Project Lease.
(ii)
An original executed counterpart of the Supplemental Indenture providing for the
issuance of the Additional Bonds.
(iii)
An original executed counterpart of the amendment or supplement to the Project
Lease, if required.
(iv)
An opinion of Bond Counsel to the effect that the Additional Bonds constitute
valid and legally binding obligations of the Issuer and are exempt from Kansas income taxation,
subject to such limitations and restrictions as shall be described therein.
(v)
In the case of Additional Bonds being issued to refund Outstanding Bonds, such
additional documents as shall be reasonably required by the Trustee to establish that provision has
been duly made for the payment of all of the Bonds to be refunded in accordance with the
provisions of Article XII of this Indenture.
(vi)
A copy of the written notice to the Original Purchaser.
(vii)
Such other instructions, certificates, statements, receipts and documents as the
Trustee shall reasonably require for the delivery of such Additional Bonds.
(e)
When the documents mentioned in subsection (d) of this Section shall have been filed with
the Trustee, and when such Additional Bonds shall have been executed and authenticated as required by this
Indenture, the Trustee shall deliver such Additional Bonds to or upon the order of the purchasers thereof, but
only upon payment to the Trustee of the purchase price of such Additional Bonds. The proceeds of the sale
of such Additional Bonds (except Additional Bonds issued to refund Outstanding Bonds), including accrued
interest and premium thereon, if any, shall be immediately paid over to the Trustee and shall be deposited
and applied by the Trustee as provided in Article V hereof and in the Supplemental Indenture authorizing the
issuance of such Additional Bonds. The proceeds (excluding accrued interest and premium, if any, which
shall be deposited in the Debt Service Fund) of all Additional Bonds issued to refund Outstanding Bonds
shall be deposited by the Trustee, after payment or making provision for payment of all expenses incident to
such financing, to the credit of a special trust fund, appropriately designated, to be held in trust for the sole
and exclusive purpose of paying the principal of, premium, if any, and interest on the Bonds to be refunded,
as provided in Section 12.02 hereof and in the Supplemental Indenture authorizing the issuance of such
refunding Bonds.
(f)
Except as provided in this Section, the Issuer will not otherwise issue any obligations
ratably secured and on a parity with the Bonds, but the Issuer may issue other obligations specifically
subordinate and junior to the Bonds with the express written consent of the Tenant.
Section 2.10.
Temporary Bonds.
(a)
Until definitive Bonds of any series are available for delivery, the Issuer may execute, and
upon request of the Issuer, the Trustee shall authenticate and deliver, in lieu of definitive Bonds, but subject
to the same limitations and conditions as definitive Bonds, temporary printed, engraved, lithographed or
typewritten Bonds, in the form of fully registered Bonds in denominations of $5,000 or any integral multiple
thereof, substantially of the tenor hereinabove set forth and with such appropriate omissions, insertions and
variations as may be required with respect to such temporary Bonds.
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(b)
If temporary Bonds shall be issued, the Issuer shall cause the definitive Bonds to be
prepared and to be executed and delivered to the Trustee, and the Trustee, upon presentation to it at its
principal office of any temporary Bond shall cancel the same and authenticate and deliver in exchange
therefor, without charge to the Owner thereof, a definitive Bond or Bonds of an equal aggregate principal
amount, of the same series and maturity and bearing interest at the same rate as the temporary Bond
surrendered. Until so exchanged the temporary Bonds shall in all respects be entitled to the same benefit
and security of this Indenture as the definitive Bonds to be issued and authenticated hereunder.
Section 2.11. Mutilated, Lost, Stolen or Destroyed Bonds. In the event any Bond certificate
shall become mutilated, or be lost, stolen or destroyed, the Issuer shall execute and the Trustee shall
authenticate and deliver a new Bond certificate of like series, date and tenor as the Bond certificate
mutilated, lost, stolen or destroyed. In the case of any mutilated Bond certificate, such mutilated Bond shall
first be surrendered to the Trustee; and in the case of any lost, stolen or destroyed Bond certificate, there
shall be first furnished to the Issuer and the Trustee evidence of such loss, theft or destruction satisfactory to
the Issuer and the Trustee, together with indemnity satisfactory to them. In the event any such Bond shall
have matured, instead of issuing a substitute Bond certificate the Issuer may pay or authorize the payment of
the same without surrender thereof. Upon the issuance of any substitute Bond certificate, the Issuer and the
Trustee may require the payment of an amount sufficient to reimburse the Issuer and the Trustee for any tax
or other governmental charge that may be imposed in relation thereto and any other reasonable fees and
expenses incurred in connection therewith.
Section 2.12.
Cancellation and Destruction of Bonds Upon Payment.
(a)
All Bonds which have been paid or redeemed or which the Trustee has purchased or the
certificates of which have otherwise been surrendered to the Trustee under this Indenture, either at or before
Maturity, shall be canceled by the Trustee immediately upon the payment, redemption or purchase of such
Bonds and the surrender of the certificates thereof to the Trustee.
(b)
All Bonds canceled under any of the provisions of this Indenture shall be delivered by the
Trustee to the Issuer, or, upon request of the Issuer, shall be destroyed by the Trustee.
Section 2.13. Payments Due on Saturdays, Sundays and Holidays. In any case where the
Maturity of any Bonds shall not be a Business Day, then payment of principal, premium, if any, or interest
need not be made on such date but may be made on the next succeeding Business Day with the same force
and effect as if made on the date of Maturity, and no interest shall accrue for the period after such date.
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Section 2.14. Nonpresentment of Bonds. In the event that any Bond shall not be presented for
payment when the principal thereof becomes due, either at its Stated Maturity or Redemption Date, or the
Trustee is unable to locate the Owner for the payment of accrued interest or an accrued interest check
remains uncashed, if funds sufficient to pay such Bond and accrued interest shall have been made available
to the Trustee, all liability of the Issuer to the Owner(s) of Bonds for the payment of such Bond and accrued
interest shall cease and be completely discharged, and the Trustee shall hold such funds, without interest, for
the benefit of such Owner(s) of Bonds, who shall thereafter be restricted exclusively to such funds for any
claim on, or with respect to, such Bond and interest. If any Bond shall not be presented for payment within
four years following the date when it becomes due, whether by Maturity or otherwise, or the accrued interest
cannot be paid as set out above, the Trustee shall repay to the Tenant the funds theretofore held by it for
payment of such Bond and interest, and such Bond and interest shall thereafter be an unsecured obligation
of the Tenant, subject to the defense of any applicable statute of limitation, and the Owner thereof shall be
entitled to look only to the Tenant for payment, and then only to the extent of the amount so repaid, and the
Tenant shall not be liable for any additional interest thereon.
ARTICLE III
REDEMPTION OF BONDS
Section 3.01. Redemption of Bonds Generally. The Series 2026 Bonds shall be subject to
redemption prior to Stated Maturity in accordance with the terms and provisions of this Article. Additional
Bonds shall be subject to redemption prior to Stated Maturity in accordance with the terms and provisions
contained in this Article and as may be specified in the Supplemental Indenture authorizing such Additional
Bonds.
Section 3.02. Redemption of Series 2026 Bonds. The Series 2026 Bonds shall be subject to
redemption and payment prior to Stated Maturity, at the option of the Issuer, upon instructions from the
Tenant, on and after September 8, 2026, as a whole or in part on any date, at the redemption price of the par
value of the principal amount thereof, without premium.
Section 3.03.
Selection of Bonds to be Redeemed.
(a)
Bonds shall be redeemed only in Authorized Denominations. If less than all of the
Outstanding Bonds of any series are to be redeemed and paid prior to Stated Maturity, such Bonds shall be
redeemed as directed in writing by the Tenant. Bonds of less than a full Stated Maturity are to be selected
by the Trustee in such equitable manner as it may determine.
(b)
In the case of a partial redemption of Bonds by lot when Bonds of denominations greater
than a minimum Authorized Denomination are then Outstanding, then for all purposes in connection with
such redemption each minimum Authorized Denomination of face value shall be treated as though it was a
separate Bond of the minimum Authorized Denomination. If it is determined that one or more, but not all,
of the minimum Authorized Denomination units of face value represented by any fully registered Bond is
selected for redemption, then the Owner of such Bond or his attorney or legal representative shall forthwith
present and surrender such Bond to the Trustee (i) for payment of the redemption price (including the
premium, if any, and interest to the Redemption Date) of the minimum Authorized Denomination unit or
units of face value called for redemption, and (ii) for exchange, without charge to the Owner thereof, for a
new Bond or Bonds of the aggregate principal amount of the unredeemed portion of the principal amount of
such Bond. If the owner of any such Bond of a denomination greater than a minimum Authorized
Denomination shall fail to present such Bond to the Trustee for payment and exchange, such Bond shall,
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nevertheless, become due and payable on the Redemption Date to the extent of the principal amount thereof
called for redemption (and to that extent only).
Section 3.04. Trustee's Duty to Redeem Bonds. The Trustee shall call bonds for mandatory
redemption immediately upon receipt of written advice from the Issuer that the event giving rise to
mandatory redemption has occurred and stating the Redemption Date (except with respect to mandatory
redemption of Term Bonds, no further notice of which is required). Upon receipt by the Trustee of such
written advice, if required, and upon its own initiative if not required, the Trustee shall give at least 30 days'
written notice of redemption to the Owner(s) of Bonds as provided herein. The Trustee shall call Bonds for
redemption and payment as herein provided and shall give notice of redemption as provided in Section 3.05
hereof upon receipt by the Trustee at least 45 days prior to the proposed Redemption Date (unless waived)
of a written request of the Issuer together with a copy of the redemption instructions of the Tenant. Such
instructions shall specify the principal amount and the respective maturities of Bonds to be called for
redemption, the applicable redemption price or prices and the provision or provisions of this Indenture
pursuant to which such Bonds are to be called for redemption. In the event of a mandatory redemption as
provided herein, no request from the Issuer or instructions from the Tenant shall be necessary.
Section 3.05. Notice of Redemption. Notice of the call for any redemption identifying the
Bonds or portions thereof to be redeemed shall be given by the Trustee, in the name of the Issuer, by
mailing by first class mail, postage prepaid, a copy of the redemption notice at least 30 days prior to the date
fixed for redemption to the Owner of each Bond to be redeemed at the address shown on the registration
books maintained by the Trustee; provided, however, failure to give such notice by mailing, or any defect
therein, shall not affect the validity of any proceedings for the redemption of the Bonds. Any notice of
redemption shall state the Redemption Date, the place or places at which such Bonds shall be presented for
payment, the series, maturities and numbers of the Bonds or portions of Bonds to be redeemed (and in the
case of the redemption of a portion of any Bond the principal amount thereof being redeemed), the
redemption price and shall state that interest on the Bonds described in such notice will cease to accrue from
and after the Redemption Date. A copy of each such notice of redemption shall be provided to any
authorized co-paying agent appointed by the Trustee.
Section 3.06. Effect of Call for Redemption. Prior to the date fixed for redemption, funds or
Government Securities maturing on or before the date fixed for redemption shall be deposited with the
Trustee in amounts sufficient to provide for payment of the Bonds called for redemption, accrued interest
thereon to the Redemption Date and the redemption premium, if any. Upon the deposit of such funds or
Government Securities, and notice having been given as provided in Section 3.05 hereof, the Bonds or the
portions of the principal amount of Bonds thus called for redemption shall cease to bear interest on the
specified Redemption Date, and shall no longer be entitled to the protection, benefit or security of this
Indenture and shall not be deemed to be Outstanding under the provisions of this Indenture.
ARTICLE IV
FORM OF BONDS
Section 4.01. Forms Generally. The Series 2026 Bonds, and the Trustee's certificate of
authentication to be endorsed thereon shall be, respectively, in substantially the form set forth in Appendix
A. Any Additional Bonds, and the Trustee's Certificate of Authentication to be endorsed thereon shall also
be in substantially such form, with such necessary or appropriate variations, omissions and insertions as are
permitted or required by this Indenture or any Supplemental Indenture. The Bonds may have endorsed
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thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and
regulations of any governmental authority or any custom, usage or requirement of law with respect thereto.
Section 4.02. Bond Counsel's Approving Opinion. If printed on the Bond certificates, Bond
Counsel's approving opinion with respect to the authorization and issuance of the Bonds shall be preceded
by the following certificate:
I, the undersigned, City Clerk of the City of Pittsburg, Kansas hereby certify that the following is a
true and correct copy of the complete final legal opinion of Gilmore & Bell, P.C., Bond Counsel, on the
within Bond and the series of which the Bond is a part, except that it omits the date of such opinion, that the
legal opinion was manually executed and was dated and issued as of the date of delivery of and payment for
such Bonds, and is on file with BOKF, N.A., Kansas City, Missouri.
(facsimile signature)
City Clerk of the
City of Pittsburg, Kansas
ARTICLE V
CUSTODY AND APPLICATION OF BOND PROCEEDS
Section 5.01. Creation of Funds and Accounts. There are hereby authorized to be established
in the custody of the Trustee the following Funds and Accounts:
(a)
"City of Pittsburg, Kansas Project Fund (Progressive Products Project)”
(b)
"City of Pittsburg, Kansas Debt Service Fund (Progressive Products Project)”
The Trustee may create separate subaccounts in any Fund or Account for each series of Bonds issued
pursuant to the Indenture.
Section 5.02. Deposit of Bond Proceeds. The net proceeds received from the sale of the Series
2026 Bonds shall be deposited simultaneously with the delivery of the Series 2026 Bonds as follows:
(a)
All accrued interest and premium, if any, received from the sale of the Series 2026 Bonds
shall be deposited in the Debt Service Fund.
(b)
The remaining balance of proceeds derived from the sale of the Series 2026 Bonds shall be
deposited in the Project Fund.
ARTICLE VI
REVENUES AND FUNDS
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Section 6.01. Deposits into the Project Fund. In addition to the amounts required to be paid
into the Project Fund pursuant to Section 5.02 hereof, the following funds shall be paid over to and
deposited by the Trustee into the Project Fund, as and when received:
(a)
The earnings accrued on the investment of moneys in the Project Fund and required to be
deposited into the Project Fund pursuant to Section 7.02 hereof.
(b)
If required by a Supplemental Indenture authorizing the issuance of Additional Bonds,
additional amounts from the proceeds of such Additional Bonds required to acquire, construct and install the
Project Additions.
(c)
The Net Proceeds of casualty insurance, condemnation awards or title insurance required to
be deposited into the Project Fund pursuant to the Project Lease.
(d)
Any and all payments from any contractors or other suppliers by way of breach of contract,
refunds or adjustments required to be deposited into the Project Fund pursuant to the Project Lease.
(e)
Except as otherwise provided herein or in the Project Lease, any other money received by
or to be paid to the Trustee from any other source for the purchase or construction of the Improvements,
when accompanied by directions by the Tenant that such moneys are to be deposited into the Project Fund.
Section 6.02.
Disbursements from the Project Fund.
(a)
The moneys in the Project Fund shall be disbursed by the Trustee for the payment of
Project Costs (other than Costs of Issuance) in accordance with the provisions of Article V of the Project
Lease. The Trustee hereby covenants and agrees to disburse such moneys in accordance with such
provisions. If the Issuer so requests, a copy of each requisition certificate submitted to the Trustee for
payment under this Section shall be promptly provided by the Trustee to the Issuer.
(b)
The Trustee shall keep and maintain adequate records pertaining to the Project Fund and all
disbursements therefrom, and after the Improvements have been completed the Trustee, if requested, shall
file a statement of receipts and disbursements with respect thereto with the Issuer and the Tenant.
(c)
The completion of the Improvements and payment of all costs and expenses incident
thereto shall be evidenced by the filing with the Trustee by the Tenant of the Certificate of Completion
required by Section 5.5 of the Project Lease. Any balance remaining in the Project Fund shall without
further authorization be deposited in the Debt Service Fund and applied by the Trustee solely to the payment
of principal of the Bonds through the payment on a Stated Maturity or redemption thereof on any
Redemption Date specified in the optional redemption provisions of Section 3.02 hereof, or as otherwise
permissible in the opinion of Bond Counsel.
Section 6.03. Disposition Upon Acceleration. If the principal of the Bonds shall have become
due and payable pursuant to Section 9.01 of this Indenture, upon the date of payment by the Trustee of any
moneys due as hereinafter provided in Article IX, any balance remaining in the Project Fund shall, without
further authorization, be deposited in the Debt Service Fund by the Trustee.
Section 6.04. Deposits into the Debt Service Fund. In addition to the amounts required to be
paid into the Debt Service Fund pursuant to Section 5.02 hereof, the Trustee shall deposit into the Debt
Service Fund, as and when received, the following:
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(a)
If required by a Supplemental Indenture authorizing the issuance of Additional Bonds,
proceeds of such Additional Bonds in an amount not to exceed the sum which, when added to the accrued
interest and premium, if any, received from the sale of such Additional Bonds, will be sufficient to pay the
interest accruing on such Additional Bonds during the estimated period of construction of the Project
Additions financed through the issuance of such Additional Bonds.
(b)
All Basic Rent payable by the Tenant to the Issuer specified in Section 3.1 of the Project
Lease.
(c)
Any amount in the Project Fund to be transferred to the Debt Service Fund pursuant to the
provisions of this Indenture
(d)
All interest and other income derived from investments of Debt Service Fund moneys as
provided in Section 7.02 hereof.
(e)
All other moneys received by the Trustee under and pursuant to any of the provisions of the
Project Lease, except Additional Rent, or when accompanied by directions from the person depositing such
moneys that such moneys are to be paid into the Debt Service Fund.
Section 6.05.
Application of Moneys in the Debt Service Fund.
(a)
Except as provided in subsection (d) of this Section, moneys in the Debt Service Fund shall
be expended solely for the payment of the principal of, premium, if any, and interest on the Outstanding
Bonds as the same mature and become due or upon the redemption thereof prior to maturity.
(b)
The Issuer hereby authorizes and directs the Trustee to withdraw sufficient funds from the
Debt Service Fund to pay the principal of, premium, if any, and interest on the Bonds as the same become
due and payable and to make the funds so withdrawn available to the Paying Agent for the purpose of
paying the principal, premium, if any, and interest.
(c)
The Trustee, upon written direction of the Issuer and the Tenant, shall use any excess
moneys in the Debt Service Fund (other than investment earnings credited to such account) and any moneys
paid to the Trustee for deposit in the Debt Service Fund pursuant to the Project Lease to redeem Outstanding
Bonds, interest accruing thereon prior to such redemption, and redemption premium, if any, in accordance
with and to the extent permitted by Article III hereof so long as the Tenant is not in default with respect to
payments of Basic Rent under the Project Lease and to the extent the moneys are in excess of amounts
required for payment of Bonds theretofore matured or called for redemption and past due interest in all cases
when such Bonds have not been presented for payment. The Tenant may also direct such excess moneys in
the Debt Service Fund or such part thereof or other moneys of the Tenant, as the Tenant may direct, to be
applied by the Trustee for the purchase of Bonds in the open market for the purpose of cancellation.
(d)
Any amount remaining in the Debt Service Fund after the principal of, premium, if any,
and interest on the Bonds shall have been paid in full or provision made therefor in accordance with Article
XII hereof, shall be paid to the Tenant by the Trustee.
ARTICLE VII
SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS
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Section 7.01. Moneys to be Held in Trust. All moneys deposited with or paid to the Trustee
for the account of any fund or account under any provision of this Indenture, and all moneys deposited with
or paid to the Paying Agent under any provision of this Indenture, shall be held by the Trustee or Paying
Agent in trust and shall be applied only in accordance with the provisions of this Indenture and the Project
Lease and, until used or applied as so provided, shall constitute part of the Trust Estate and be subject to the
lien hereof. Neither the Trustee nor any Paying Agent shall be under any liability for interest on any
moneys received hereunder except such as may be agreed upon in writing.
Section 7.02. Investment of Moneys in Funds. Moneys held in each of the Funds and
Accounts shall be separately invested and reinvested by the Trustee in accordance with the provisions
hereof, at the written direction of the Authorized Tenant Representative (or in the absence of such written
direction, as provided in subsection (e) of the definition of Investment Securities) in Investment Securities
which mature or are subject to redemption by the owner prior to the date such funds will be needed. The
Trustee may make any investments permitted by this Section through its own bond department or
short-term investment department and may pool moneys for investment purposes, except moneys held in
the yield restricted portion of any fund or account, which shall be invested separately. Any such
Permitted Investments shall be held by or under the control of the Trustee and shall be deemed at all times
a part of the fund or account in which such moneys are originally held. The interest earned on and any
profit realized from Investment Securities held in any Fund or Account under this Indenture shall be
deposited into the Debt Service Fund. Any loss resulting from such Investment Securities shall be charged
to such Fund or Account in which such Investment Securities generating the loss are held. The Bond
Trustee shall sell and reduce to cash a sufficient amount of such Investment Securities whenever the cash
balance in such Fund or Account is insufficient for the purposes of such Fund or Account.
Section 7.03. Record Keeping. The Trustee shall maintain records demonstrating compliance
with the provisions of this Article and with the provisions of Article VI for at least six years after the
payment of all of the Outstanding Bonds.
ARTICLE VIII
GENERAL COVENANTS AND PROVISIONS
Section 8.01. Payment of Principal of, Premium, if any, and Interest on the Bonds. The
Issuer covenants and agrees that it will, but solely from the rents, revenues and receipts derived from the
Project (as well as moneys held for such purposes hereunder) as described herein, promptly pay or cause to
be paid the principal of, premium, if any, and interest on the Bonds as the same become due and payable at
the place, on the dates and in the manner provided herein and in the Bonds according to the true intent and
meaning thereof, and to this end the Issuer covenants and agrees that it will use its best efforts to cause the
Project to be continuously leased as a revenue and income producing undertaking, and that, should there be
a default under the Project Lease with the result that the right of possession of the Project is returned to the
Issuer, the Issuer shall fully cooperate with the Trustee and with the Owner(s) of Bonds to protect the rights
and security of the Owner(s) of Bonds and shall diligently proceed in good faith and use its best efforts to
secure another tenant for the Project to the end that at all times sufficient rents, revenues and receipts will be
derived by Issuer from the Project to provide for payment of the principal of, premium, if any, and interest
on the Bonds as the same become due and payable. Nothing herein shall be construed as requiring the
Issuer to operate the Project as a business other than as lessor or to use any funds or revenues from any
source other than funds and revenues derived from the Project.
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Section 8.02. Authority to Execute Indenture and Issue Bonds. The Issuer covenants, to the
best of its knowledge and belief, that: (i) it is duly authorized under the constitution and laws of the State to
execute this Indenture, to issue the Bonds and to pledge and assign the Trust Estate in the manner and to the
extent herein set forth (including the creation of a security interest therein); (ii) all action on its part for the
execution and delivery of this Indenture and the issuance of the Bonds has been duly and effectively taken;
and (iii) the Bonds in the hands of the Owners thereof are and will be valid and enforceable limited
obligations of the Issuer according to the import thereof.
Section 8.03. Performance of Covenants. The Issuer covenants that it will endeavor to
faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in
this Indenture, in the Bonds and in all proceedings of its governing body pertaining thereto.
Section 8.04. Instruments of Further Assurance. The Issuer covenants that it will do,
execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, such
Supplemental Indentures and such further acts, instruments, financing statements and other documents as
the Trustee may reasonably require for the better pledging and assigning unto the Trustee the property and
revenues herein described to secure the payment of the principal of, premium, if any, and interest on the
Bonds. The Issuer covenants and agrees that, except as herein and in the Project Lease provided, it will not
sell, convey, lease, encumber or otherwise dispose of any part of the Project or the rents, revenues and
receipts derived therefrom or from the Project Lease, or of its rights under the Project Lease.
Section 8.05. Recording and Filing. The Issuer shall cause the Project Lease and all
amendments to the Project Lease or appropriate memoranda thereof and all appropriate financing statements
and other security instruments to be recorded and filed in such manner and in such places as may be
required by law in order to fully preserve and protect the security of the Owner(s) of Bonds and the rights of
the Trustee hereunder. The Issuer hereby authorizes the Trustee to make any such filings for it. The Trustee
shall cause all appropriate continuation statements of financing statements initially recorded to be recorded
and filed in such manner and in such places as may be required by law to continue the effectiveness of such
financing statements.
Section 8.06. Maintenance, Taxes and Insurance. The Issuer represents that pursuant to the
provisions of Articles VI, VII and X of the Project Lease, the Tenant has agreed to cause the Project to be
maintained and kept in good condition, repair and working order, to pay, as the same respectively become
due, all taxes, assessments and other governmental charges at any time lawfully levied or assessed upon or
against the Project or any part thereof, and to keep the Project constantly insured to the extent provided for
therein, all at the sole expense of Tenant.
Section 8.07. Inspection of Project Books. The Issuer covenants and agrees that all books and
documents in its possession relating to the Project and the rents, revenues and receipts derived from the
Project shall, at all reasonable times during regular business hours, be open to inspection by such
accountants or other agencies as the Trustee may from time to time designate.
Section 8.08. Enforcement of Rights Under the Site Lease and Project Lease. The Site
Lease and Project Lease, duly executed counterparts of which has been filed with the Trustee, sets forth
the covenants and obligations of the Issuer and the Tenant, including provisions that subsequent to the
issuance of the Bonds and prior to their payment in full or provision for payment thereof in accordance
with the provisions hereof, the Site Lease and Project Lease may not be effectively amended, changed,
modified, altered or terminated without the written consent of the Trustee, and reference is hereby made
to the Site Lease and Project Lease for a detailed statement of the covenants and obligations of the Tenant
thereunder, and the Issuer agrees that the Trustee in its name or in the name of the Issuer may enforce all
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rights of the Issuer and all obligations of the Tenant under and pursuant to the Site Lease and Project
Lease for and on behalf of the Owners, whether or not an Event of Default exists hereunder.
Section 8.09. Possession and Use of Project. So long as not otherwise provided in this
Indenture, the Tenant shall be suffered and permitted to possess, use and enjoy the Project and
appurtenances so as to carry out its obligations under the Project Lease.
ARTICLE IX
REMEDIES ON DEFAULT
Section 9.01.
Acceleration of Maturity in Event of Default.
(a)
If an Event of Default shall have occurred and be continuing, the Trustee may, and upon the
written request of Owner(s) of Bonds owning not less than 25% in aggregate principal amount of Bonds
then Outstanding shall, by notice in writing delivered to the Issuer and the Tenant, declare the principal of
all Bonds then Outstanding and the interest accrued thereon immediately due and payable, and such
principal and interest shall thereupon become and be immediately due and payable.
(b)
If, at any time after such declaration, but before the Bonds shall have matured by their
terms, all overdue installments of principal and interest on the Bonds, together with all Default
Administration Costs, all overdue installments of Basic Rent and Additional Rent under the Project Lease
and all other sums then payable by the Issuer under this Indenture shall either be paid or provision
satisfactory to the Trustee shall be made for such payment, then and in every such case the Trustee may in
its discretion, and shall upon the written consent of Owner(s) of Bonds owning at least 51% in aggregate
principal amount of the Bonds Outstanding, rescind such declaration and annul such default in its entirety.
(c)
In case of any rescission, then and in every such case the Issuer, the Trustee and the
Owner(s) of Bonds shall be restored to their former position and rights hereunder respectively, but no such
rescission shall extend to any subsequent or other default or Event of Default or impair any right consequent
thereon.
Section 9.02.
Exercise of Remedies by the Trustee.
(a)
If an Event of Default shall have occurred and be continuing, the Trustee may, and if
requested to do so in writing by Owner(s) of Bonds owning not less than 25% of the aggregate principal
amount of Bonds Outstanding, and if indemnified to its satisfaction and satisfactory provision has been
offered as to payment of Default Administration Costs and third-party liability, shall pursue and exercise
any available remedy at law or in equity by suit, action, mandamus or other proceeding or exercise such one
or more of the rights and powers conferred by this Article as the Trustee, being advised by counsel, shall
deem most expedient in the interests of the Owner(s) of Bonds to enforce the payment of the principal of,
premium, if any, and interest on the Bonds then Outstanding, and to enforce and compel the performance of
the duties and obligations of the Issuer as herein set forth.
(b)
All rights of action under this Indenture or under any of the Bonds may be enforced by the
Trustee without the possession of any of the Bonds or the production thereof in any trial or other
proceedings relating thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its
name as Trustee without necessity of joining as plaintiffs or defendants any Owner(s) of Bonds, and any
recovery of judgment shall be for the equal benefit of all Outstanding Bonds.
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(c)
In any litigation with the Tenant after an Event of Default, the Trustee may, after obtaining
the written approval of Owner(s) of Bonds owning at least 51% of the aggregate principal amount of Bonds
Outstanding, enter into an agreement to settle the litigation upon such terms as the Trustee in its sole
discretion determines to be in the best interest of the Owner(s) of Bonds, even if such settlement involves
selling the Real Property and Improvements for less than the amount needed to pay the Owners of the Bonds
Outstanding the full amounts of the principal and accrued interest on the Bonds.
Section 9.03. Surrender of Possession of Trust Estate; Rights and Duties of Trustee in
Possession. If an Event of Default shall have occurred and be continuing, the Issuer, upon demand of the
Trustee, shall forthwith surrender the possession of, and the Trustee, by such officer or agent as it may
appoint, may take possession of all or any part of the Trust Estate, together with the books, papers and
accounts of the Issuer pertaining thereto, and including the rights and the position of the Issuer under the
Site Lease and Project Lease, and to hold, operate and manage the same, and from time to time make all
needful repairs and improvements; and the Trustee may lease the Project or any part thereof, in the name
and for account of the Issuer, and collect, receive and sequester the rents, revenues and receipts therefrom,
and out of the same and any moneys received from any receiver of any part thereof pay, and set up proper
reserves for the payment of all proper costs and expenses of so taking, holding and managing the same,
including (i) reasonable compensation to the Trustee, its agents and counsel, (ii) any charges of the Trustee
hereunder, (iii) any taxes and assessments and other charges prior to the lien of this Indenture, (iv) any costs
and expenses of the Issuer in connection with the Project and (v) all expenses of such repairs and
improvements, and the Trustee shall apply the remainder of the moneys so received in accordance with
Section 9.10. Whenever all that is due upon the Bonds shall have been paid and all defaults made good, the
Trustee shall surrender possession of the Trust Estate to the Issuer, its successors and assigns, the same right
of entry, however, to exist upon any subsequent Event of Default.
While in possession of such property, the Trustee shall render annually to the Issuer and the Tenant
a summarized statement of receipts and expenditures in connection therewith
Section 9.04. Sale in Event of Default. If an Event of Default shall have occurred and be
continuing, the Trustee, as assignee of the Issuer, may (but shall not be required to) sell the Issuer’s interest
in the Project on behalf of the Issuer in accordance with the provisions of the Site Lease and Project Lease,
and the Trustee or the Owner or Owners of any of the Bonds then Outstanding, whether or not then in
default in the payment of principal or interest, may become the purchaser at any such sale to the highest
bidder.
In the event of such a sale, the Issuer and the Trustee shall execute and deliver any necessary or
appropriate instrument of conveyance of the Issuer’s interest in the Project to the purchaser or purchasers
thereof, and any statement or recital of fact in such deed in relation to the nonpayment of the Bonds, default,
existence of the Bonds, notice of advertisement, sale, receipt of money, and the happening of any event
whereby a prima facie evidence of the truth of such statement or recital. The Bond Trustee shall receive the
proceeds of sale and pay the same in accordance with Section 9.10(b).
Section 9.05. Appointment of Receivers. Upon the occurrence of an Event of Default, and
upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the
Trustee and of the Owners under this Indenture, the Trustee shall be entitled, as a matter of right, to the
appointment of a receiver or receivers of the Trust Estate and of the revenues, earnings, income, products
and profits thereof, pending such proceedings, with such powers as the court making such appointment
shall confer.
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Section 9.06. Limitation on Exercise of Remedies by Owner(s) of Bonds. No Owner(s) of
Bonds shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement
of this Indenture or for the execution of any trust hereunder or for the appointment of a receiver or any other
remedy hereunder, unless (i) a default has occurred of which the Trustee has knowledge, (ii) such default
shall have become an Event of Default, (iii) Owner(s) of Bonds owning at least 25% in aggregate principal
amount of Bonds then Outstanding shall have made written request to the Trustee, shall have offered it
reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such
action, suit or proceeding in its own name, and (iv) satisfactory indemnity and provision for payment of
Default Administration Costs and third-party liability shall have been offered to the Trustee and (v) the
Trustee shall thereafter fail or refuse to exercise the powers granted in this section to institute such action,
suit or proceeding in its own name; and such knowledge and request are hereby declared in every case, at
the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this
Indenture, and to any action or cause of action for the enforcement of this Indenture, or for the appointment
of a receiver or for any other remedy hereunder, it being understood and intended that no one or more
Owner(s) of Bonds shall have any right in any manner whatsoever to affect, disturb or prejudice this
Indenture by its, his or their action or to enforce any right hereunder except in the manner herein provided,
and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein
provided and for the equal benefit of all Bonds then Outstanding.
Section 9.07. Right of Owner(s) of Bonds to Direct Proceedings. Anything in this Indenture
to the contrary notwithstanding, Owner(s) of Bonds owning at least 51% in aggregate principal amount of
Bonds then Outstanding shall have the right, at any time, by an instrument or instruments in writing
executed and delivered to the Trustee, and upon providing the Trustee indemnification satisfactory to it as
provided above, to direct the time, method and place of conducting all proceedings to be taken in connection
with the enforcement of the terms and conditions of this Indenture, or for the appointment of a receiver or
any other proceedings hereunder; provided that such direction shall not be otherwise than in accordance
with the provisions of law and of this Indenture, and Trustee shall have the right to decline to follow such
direction if the Trustee shall in good faith, and upon the advice of counsel, determine that proceedings so
directed would expose the Trustee to personal liability.
Section 9.08. Remedies Cumulative. No remedy by the terms of this Indenture conferred upon
or reserved to the Trustee or to the Owner(s) of Bonds is intended to be exclusive of any other remedy, but
each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the
Trustee or to the Owner(s) of Bonds hereunder or now or hereafter existing at law or in equity or by statute.
No delay or omission to exercise any right, power or remedy accruing upon any Event of Default shall
impair any such right, power or remedy or shall be construed to be a waiver of any such Event of Default or
acquiescence therein; and every such right, power or remedy may be exercised from time to time and as
often as may be deemed expedient. No waiver of any Event of Default hereunder, whether by the Trustee or
by the Owner(s) of Bonds, shall extend to or shall affect any subsequent Event of Default or shall impair
any rights or remedies consequent thereon.
Section 9.09. Waivers of Events of Default. The Trustee may in its discretion waive any
Event of Default hereunder and its consequences and rescind any declaration of maturity of principal of and
interest on Bonds, and shall do so upon the written request of Owner(s) of Bonds owning at least 51% in
aggregate principal amount of all the Bonds then Outstanding and satisfaction of the conditions set forth in
Section 9.01(b). In case of any such waiver or rescission, or in case any proceedings taken by the Trustee
under this Indenture on account of any such default shall have been discontinued or abandoned for any
reason, or shall have been determined adversely, then and in every such case the Issuer, the Trustee and the
Owner(s) of Bonds shall be restored to their former positions, rights and obligations hereunder, respectively,
but no such waiver or rescission shall extend to any subsequent or other default, or impair any right
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consequent thereon, and all rights, remedies and powers of the Trustee shall continue as if no such
proceedings had been taken.
Section 9.10.
Application of Money Received after Event of Default.
(a)
If the principal of all Bonds shall have become due and payable after the occurrence of an
Event of Default, all moneys thereafter received from the Tenant, from sale or reletting of the Project, shall
be deposited in the Debt Service Fund and all moneys in the Debt Service Fund shall be applied as follows:
first:
To the payment of Default Administration Costs
second: To the payment of the whole amount then due and unpaid upon the Outstanding
Bonds for principal and premium, if any, and interest, in respect of which or for the benefit of
which such money has been collected, with interest (to the extent that such interest has been
collected by the Trustee or a sum sufficient therefor has been so collected and payment thereof is
legally enforceable at the respective rate or rates prescribed therefor in the Bonds) on overdue
principal and premium, if any, and on overdue installments of interest; and in case such proceeds
shall be insufficient to pay in full the whole amount so due and unpaid upon the Bonds, then to
the payment of such principal, premium and interest, without any preference or priority, ratably
according to the aggregate amount so due; and
third: To the payment of any other amounts required to be paid under this Indenture or
the Project Lease; and
fourth: To the payment of the remainder, if any, to the Tenant or to whosoever may be
lawfully entitled to receive the same or as a court of competent jurisdiction may direct.
(b)
Whenever moneys are to be applied by the Issuer or the Trustee pursuant to the provisions
of this Section, such moneys shall be applied at such times, and from time to time, as the Trustee in its sole
discretion determines, having due regard to the amount of such moneys available for application and the
likelihood of additional moneys becoming available for such application in the future; the deposit of such
moneys with the Trustee in trust for the proper purpose shall constitute proper application by the Issuer; and
the Issuer shall incur no liability to any Owner(s) of Bonds or to any other person for any delay in applying
any such moneys, so long as the Issuer acts with reasonable diligence, having due regard to the
circumstances, and moneys are applied in accordance with such provisions of this Indenture. Whenever the
Trustee exercises such discretion in applying such moneys, it shall fix the date (which shall be an Interest
Payment Date unless the Trustee shall deem another date more suitable) upon which such application is to
be made and upon such date interest on the amounts of principal to be paid on such date shall cease to
accrue. The Trustee shall give such notice as it may deem appropriate of the fixing of any such date, and
shall not be required to make payment to any Owner(s) of Bonds of any unpaid Bond until the Bond
certificate(s) representing Bonds owned are surrendered to the Trustee as Bond Registrar for appropriate
endorsement, or for cancellation if fully paid.
(c)
Whenever the principal of and premium, if any, and interest on all Bonds have been paid
under the provisions of this Section and all expenses and charges of the Trustee have been paid, any
balance remaining in the Debt Service Fund shall be paid to the Tenant as provided in Section 6.07(d).
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ARTICLE X
THE TRUSTEE
Section 10.01. Acceptance of the Trusts. The Trustee hereby accepts the trusts imposed upon it
by this Indenture, and agrees to perform the trusts in the manner in which a corporate trustee ordinarily
would perform the trusts under a corporate indenture, and the Trustee shall exercise such of the rights and
powers vested in it by this Indenture and shall use the same degree of care and skill in its exercise as a
prudent corporate trust officer would exercise or use under the circumstances, but only upon and subject to
the following express terms and conditions, and no implied covenants or obligations shall be read into this
Indenture against the Trustee:
(a)
Prior to the occurrence of an Event of Default and after the cure of all Events of Default
which may have occurred, the Trustee's duties and responsibilities shall include only those expressly set
forth in this Trust Indenture and those rights, duties, responsibilities, and obligations which are reserved to
or imposed upon the Issuer under this Trust Indenture, the Site Lease and the Project Lease, excepting only
such of those rights, duties, responsibilities, and obligations as may only be properly and lawfully exercised
by or imposed upon the Issuer.
(b)
Upon the occurrence of an Event of Default the Trustee shall be and is hereby authorized to
bring appropriate action for judgment or such other relief as may be appropriate and such action may be in
the name of the Trustee or in the name of the Issuer and Trustee jointly; but in such case, neither the Issuer
nor the Trustee shall have any obligation for any fees and expenses of such action except out of any funds
available by reason of the ownership of the Project and moneys available under this Trust Indenture and the
Project Lease. In addition, the Trustee may file such proof of claim and such other documents as may be
necessary and advisable in order to have the claims of the Trustee and the Owner(s) of Bonds relative to the
Bonds or the obligations relating thereto allowed in any judicial proceeding.
(c)
The Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or through agents, attorneys or receivers. The Trustee shall be entitled to rely upon
the opinion or advice of counsel, who may be counsel to the Trustee, Issuer or the Tenant, concerning all
matters of trust hereof and the duties hereunder, and may in all cases pay such reasonable compensation to
all such agents, attorneys and receivers as may reasonably be employed in connection with the trusts hereof.
(d)
The Trustee, in its individual or any other capacity, may become the owner or pledgee of
Bonds with the same rights which it would have if it were not Trustee.
(e)
The Trustee may rely and shall be protected in acting or refraining from acting upon any
ordinance, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order,
affidavit, letter, telegram or other paper or document provided for under this Indenture, the Site Lease or the
Project Lease believed by it to be genuine and correct and to have been signed, presented or sent by the
proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or
authority or consent of any person who, at the time of making such request or giving such authority or
consent is an Owner(s) of Bonds, shall be conclusive and binding upon all future Owners of the same Bond
and upon Bonds issued in exchange therefor or upon transfer or in substitution thereof.
(f)
As to the existence or nonexistence of any fact or as to the sufficiency or validity of any
instrument, paper or proceeding, or whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder,
the Trustee shall be entitled to rely upon a certificate signed by the mayor of the Issuer or the Authorized
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Tenant Representative as sufficient evidence of the facts therein contained, the Trustee shall also be at
liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is
necessary or expedient, but may at its discretion secure such further evidence deemed necessary or
advisable, but shall in no case be bound to secure the same.
(g)
The permissive right of the Trustee to do things enumerated in this Indenture shall not be
construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful
misconduct.
(h)
At any and all reasonable times and upon reasonable prior notification to the Tenant, the
Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives shall
have the right to inspect any and all of the Project and all books, papers and records of the Issuer and Tenant
pertaining to the Project and the Bonds, and to make such notes and copies as may be desired.
(i)
The Trustee shall not be required to give any bond or surety with respect to the execution of
its trusts and powers hereunder or otherwise with respect to the Project.
(j)
The Trustee shall have the right, but shall not be required, to demand, with respect to the
authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action
whatsoever within the purpose of this Indenture, any showings, certificates, opinions, appraisals or other
information, or corporate action or evidence thereof, in addition to that by the terms hereof required, as a
condition of such action by the Trustee deemed desirable for the purpose of establishing the right of the
Issuer to the authentication of any Bonds, the withdrawal of any cash, or the taking of any other action by
the Trustee.
(k)
The Trustee shall not be required to take notice of, or be deemed to have notice of, any
default hereunder or under the Site Lease or Project Lease, except the failure by the Issuer to cause to be
made any of the payments required to be made under the Project Lease or in accordance with Article VI
hereof, or the failure by the Issuer to cause compliance by the Tenant with the insurance provisions of
Article VI of the Project Lease, unless the Trustee shall have been specifically notified in writing of such
default by the Issuer or by Owner(s) of Bonds owning at least 25% in aggregate principal amount of all
Bonds then Outstanding.
(l)
The Trustee may inform the Owner(s) of Bonds of environmental hazards that the Trustee
has reason to believe exist with respect to the Project, the Real Property or the Improvements, and the
Trustee shall have the right to take no further action with respect thereto, and, in such event, no fiduciary
duty shall exist which imposes any obligation for further action by the Trustee with respect to the Project,
the Real Property, the Improvements, the enforcement of any remedies hereunder or under the Project
Lease, the Trust Estate, or any portion thereof, if, in the reasonable opinion of the Trustee, such action
would subject the Trustee to environmental or other liability for which the Trustee has not received
indemnity satisfactory to it.
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Section 10.02. Fees, Charges and Expenses of the Trustee; Lien for Fees and Costs and
Additional Rent. The Trustee shall be entitled to payment of or reimbursement for reasonable fees for its
ordinary services rendered hereunder and all advances, agent and counsel fees and other ordinary costs,
charges and expenses reasonably and necessarily made or incurred by the Trustee in connection with such
ordinary services and, in the event that it should become necessary that the Trustee perform extraordinary
services, it shall be entitled to reasonable compensation therefor and to reimbursement for reasonable and
necessary extraordinary expenses in connection therewith; provided that if such extraordinary services or
extraordinary expenses are occasioned by the neglect or misconduct of the Trustee it shall not be entitled to
compensation or reimbursement therefor. The Trustee shall be entitled to payment and reimbursement for
the reasonable fees, costs, expenses and charges of the Trustee as Paying Agent for the Bonds. The Trustee
agrees that the Issuer shall have no liability for any fees, charges and expenses of the Trustee, and the
Trustee agrees to look only to the Tenant for the payment of all fees, charges and expenses of the Trustee
and any Paying Agents as provided in the Project Lease. Upon the occurrence of an Event of Default and
during its continuance, the Trustee shall have a lien with right of payment prior to payment of principal of,
redemption premium, if any, or interest on any Bond, upon all moneys in its possession under any
provisions hereof for the foregoing advances, fees, costs and expenses incurred, for Default Administration
Costs and for any unpaid Additional Rent owing under the Project Lease.
Section 10.03. Notice to Owner(s) of Bonds if Default Occurs. If an Event of Default occurs,
of which the Trustee is aware and of which it is required to take notice, the Trustee shall give written notice
thereof to the Owner(s) of Bonds, as shown by the bond registration books required to be maintained by the
Trustee and kept at the principal office of the Trustee.
Section 10.04. Intervention by the Trustee. In any judicial proceeding to which the Issuer is a
party and which, in the opinion of the Trustee and its counsel, has a substantial bearing on the interests of
the Owner(s) of Bonds, the Trustee may intervene on behalf of the Owner(s) of Bonds and shall do so if
requested in writing by Owner(s) of Bonds owning at least 25% of the aggregate principal amount of Bonds
then Outstanding and if provided with indemnity satisfactory to the Trustee.
Section 10.05. Successor Trustee Upon Merger, Consolidation or Sale. Any corporation or
association into which the Trustee may be merged or converted or with or into which it may be
consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or
substantially as a whole, or any corporation or association resulting from any merger, conversion, sale,
consolidation or transfer to which it is a party, shall be and become successor Trustee hereunder without the
execution or filing of any instrument or any further act on the part of any of the parties hereto.
Section 10.06. Resignation of Trustee. The Trustee may resign by an instrument in writing
delivered by registered or certified mail to the Issuer and the Tenant to take effect not sooner than 90 days
after its delivery, whereupon the Issuer, with the consent of the Tenant, shall immediately, in writing,
designate a successor Trustee; provided, however, the Trustee's resignation shall not become effective
unless and until a successor Trustee is approved and qualified. In the event the Issuer and the Tenant do not
promptly designate a successor trustee, then the Trustee shall have the right to petition a court of competent
jurisdiction for the appointment of a successor.
Section 10.07. Removal of Trustee. As long as no Default or Event of Default shall have
occurred and be continuing, the Trustee may be removed at any time by the Issuer or the Tenant; provided,
that such removal shall not be effective unless and until a successor trustee is appointed and qualified, and
provided further than such removal shall not become effective until after 60 days from the date written
notice of such proposed removal is given to the Trustee by first class mail. The Issuer or the Tenant,
concurrently with giving notice to the Trustee, shall give notice by first class mail of the proposed removal
of the Trustee to all Owner(s) of Bonds. Unless Owner(s) of Bonds owning at least 51% in principal
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amount of Bonds then Outstanding object in writing to the proposed removal of the Trustee, such removal
shall become effective from the date specified in the notices, provided that the successor trustee shall have
been qualified and have accepted the duties and responsibilities of the Trustee as of such date. The Trustee
may be removed at any time by the written direction of Owner(s) of Bonds owning at least 51% in
aggregate principal amount of Bonds then Outstanding.
Section 10.08. Qualifications of Successor Trustee. Every successor Trustee appointed
pursuant to the provisions of this Article shall be a trust company or bank in good standing, qualified to
accept such trust and acceptable to the Issuer and the Tenant.
Section 10.09. Vesting of Trusts in Successor Trustee. Every successor Trustee appointed
hereunder shall execute, acknowledge and deliver to its predecessor and also to the Issuer and the Tenant an
instrument in writing accepting such appointment hereunder, and thereupon such successor shall, without
any further act, deed or conveyance, become fully vested with all the trusts, powers, rights, obligations,
duties, remedies, immunities and privileges of its predecessor; but such predecessor shall, nevertheless, on
the written request of the Issuer, execute and deliver an instrument transferring to such successor Trustee all
the trusts, powers, rights, obligations, duties, remedies, immunities and privileges of such predecessor
hereunder; and every predecessor Trustee shall deliver all securities and moneys held by it as Trustee
hereunder to its successor. Should any instrument in writing from the Issuer be required by any successor
Trustee for more fully and certainly vesting in such successor the trusts, powers, rights, obligations, duties,
remedies, immunities and privileges hereby vested in the predecessor, any and all such instruments in
writing shall, on request, be executed, acknowledged and delivered by the Issuer.
Section 10.10. Right of Trustee to Pay Taxes and Other Charges. In case any tax, assessment
or governmental or other charge upon, or insurance premium with respect to, any part of the Project is not
paid as required herein or in the Project Lease, and the Tenant has failed after 30 days written notice to
make such payment, the Trustee may pay such tax, assessment or governmental charge or insurance
premium, without prejudice, however, to any rights of the Trustee or the Owner(s) of Bonds hereunder
arising in consequence of such failure; and any amount at any time so paid under this Section, with interest
thereon from the date of payment at a rate per annum equal to the Trustee's published prime rate in effect at
the time, shall become an additional obligation secured by this Indenture, and the same shall be given a
preference in payment over any payment of principal of, premium, if any, or interest on the Bonds, and shall
be paid out of the proceeds of rents, revenues and receipts collected from the Project, if not otherwise caused
to be paid; but the Trustee shall be under no obligation to make any such payment unless it shall have been
requested to do so by Owner(s) of Bonds owning at least 25% of the aggregate principal amount of Bonds
then Outstanding and shall have been provided adequate funds for the purpose of such payment.
Section 10.11. Trust Estate May Be Vested in Co-trustee.
(a)
It is the purpose of this Indenture that there shall be no violation of any law of any
jurisdiction (including particularly the State) denying or restricting the right of banking corporations or
associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation
under this Indenture, the Site Lease or the Project Lease, and in particular in case of the enforcement of
either a default, or in case the Trustee deems that by reason of any present or future law of any jurisdiction it
may not exercise any of the powers, rights or remedies herein granted to the Trustee, or take any other
action which may be desirable or necessary in connection therewith, it may be necessary or desirable that
the Trustee appoint an additional individual or institution as a co-trustee or separate trustee, and the Trustee
is hereby authorized to appoint such co-trustee or separate trustee.
(b)
In the event that the Trustee appoints an additional individual or institution as a co-trustee
or separate trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, title,
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interest and lien expressed or intended by this Indenture to be exercised by the Trustee with respect thereto
shall be exercisable by such co-trustee or separate trustee but only to the extent necessary to enable such
co-trustee or separate trustee to exercise such powers, rights and remedies, and every covenant and
obligation necessary to the exercise thereof by such co-trustee or separate trustee shall run to and be
enforceable by either of them.
(c)
Should any deed, conveyance or instrument in writing from the Issuer be required by the
co-trustee or separate trustee so appointed by the Trustee for more fully and certainly vesting in and
confirming to him or it such properties, rights, powers, trusts, duties and obligations, then any and all such
deeds, conveyances and instruments in writing shall, on request, be executed, acknowledged and delivered
by the Issuer.
(d)
In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be
removed, all the properties, rights, powers, trusts, duties and obligations of such co-trustee or separate
trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a
successor to such co-trustee or separate trustee.
Section 10.12. Annual Accounting. The Trustee shall render an annual accounting to the
Tenant, to the Issuer upon request, and to any Owner(s) of Bonds requesting the same in writing and
remitting reasonable charges for preparing such copies, showing in reasonable detail all financial
transactions relating to the Trust Estate during the accounting period and the balance in any funds or
accounts created by this Indenture as of the beginning and close of such accounting period.
Section 10.13. Performance of Duties under the Site Lease and Project Lease. The Trustee
hereby accepts and agrees to perform, in such manner as is consistent with the terms of those instruments
and this Indenture, all duties and obligations assigned to it under the Site Lease and Project Lease.
ARTICLE XI
SUPPLEMENTAL INDENTURES
Section 11.01. Supplemental Indentures Not Requiring Consent of Owner(s) of
Bonds. The Issuer and the Trustee may from time to time, without the consent of any of the Owner(s) of
Bonds, enter into such Supplemental Indenture or Supplemental Indentures as shall not be inconsistent with
the terms and provisions hereof, for any one or more of the following purposes:
(a)
To cure any ambiguity or formal defect or omission in this Indenture or to make any
other change not prejudicial to the Owner(s) of Bonds;
(b)
To grant to or confer upon the Trustee for the benefit of the Owner(s) of Bonds any
additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the
Owner(s) of Bonds;
(c)
To more precisely identify the Project or to add additional property thereto;
(d)
To subject to this Indenture additional revenues, properties or collateral; and
(e)
To issue Additional Bonds as provided in Section 2.09 hereof.
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Section 11.02. Supplemental Indentures Requiring Consent of Owner(s) of Bonds.
(a)
Exclusive of Supplemental Indentures described in Section 11.01 hereof and subject to the
terms and provisions contained in this Section, and not otherwise, the Owner(s) of Bonds owning not less
than 66-2/3% in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to
time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the
execution by the Issuer and the Trustee of such other Supplemental Indenture or Supplemental Indentures as
shall be deemed necessary and desirable by the Issuer for the purpose of modifying, amending, adding to or
rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any
Supplemental Indenture; provided, however, except as provided in subparagraph (b) of this Section 11.02,
nothing in this Section contained shall permit or be construed as permitting (i) an extension of the maturity
of the principal of or the accrual of, or dates of payment of, interest on any Bond issued hereunder, or (ii) a
reduction in the principal amount of any Bond or the rate of interest thereon, or (iii) a privilege or priority of
any Bond or Bonds over any other Bond or Bonds, or (iv) a reduction in the aggregate principal amount of
Bonds the Owners of which are required for consent to any such Supplemental Indenture.
(b)
Any provision of this Indenture or the Bonds may be amended with the written consent of
the Owners owning 100% in aggregate principal amount then Outstanding.
Section 11.03. Tenant's Consent to Supplemental Indentures. Anything herein to the
contrary notwithstanding, a Supplemental Indenture under this Article which affects any rights of the Tenant
shall not become effective unless and until the Tenant shall have consented in writing to the execution and
delivery of such Supplemental Indenture, provided that receipt by the Trustee of an amendment to the
Project Lease executed by the Tenant in connection with the issuance of Additional Bonds under Section
2.09 hereof shall be deemed to constitute consent of the Tenant to the execution of a Supplemental
Indenture pursuant to Section 2.09 hereof. In this regard, the Trustee shall cause notice of the proposed
execution and delivery of any such Supplemental Indenture (other than a Supplemental Indenture proposed
to be executed and delivered pursuant to Section 2.09 hereof) together with a copy of the proposed
Supplemental Indenture to be mailed to the Tenant at least 15 days prior to the proposed date of execution
and delivery of any such Supplemental Indenture.
ARTICLE XII
SATISFACTION AND DISCHARGE OF INDENTURE
Section 12.01. Satisfaction and Discharge of the Indenture.
(a)
When the principal of, premium, if any, and interest on all Bonds shall have been paid in
accordance with their terms or provision has been made for such payment, as provided in Section 12.02
hereof, and provision shall also have been made for paying all other sums payable hereunder, including the
fees and expenses of the Trustee and the Paying Agent to the date of retirement of the Bonds, then the duties
of the Trustee under this Indenture shall cease. Thereupon the Trustee shall discharge and release this
Indenture and shall execute, acknowledge and deliver to the Issuer such instruments of satisfaction and
discharge or release as shall be requisite to evidence such release and the satisfaction and discharge of this
Indenture, and shall assign and deliver to the Issuer any property at the time subject to this Indenture which
may then be in its possession, except amounts in the Debt Service Fund required to be paid to the Tenant
under Section 6.07(d) hereof and except funds or securities in which such funds are invested and held by the
Trustee for the payment of the principal of, and interest accrued on, the Bonds. Notwithstanding anything
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otherwise provided herein, the provisions of this Indenture relating to compensation and indemnification of
the Trustee shall survive satisfaction and discharge of the Indenture.
(b)
The Issuer is hereby authorized to accept a certificate by the Trustee that the principal of,
premium, if any, and interest due and payable upon all of the Bonds then Outstanding and all amounts
required to be paid to the United States have been paid or such payment provided for in accordance with
Section 12.02 hereof as evidence of satisfaction of this Indenture, and upon receipt thereof shall deem this
Indenture discharged.
Section 12.02. Bonds Deemed to be Paid.
(a)
Bonds shall be deemed to be paid within the meaning of this Indenture when payment of
the principal of and the applicable premium, if any, on such Bonds, plus interest thereon to the due date
thereof (whether such due date be by reason of maturity or upon redemption as provided in this Indenture, or
otherwise), either (i) shall have been made or caused to be made in accordance with the terms thereof, or
(ii) shall have been provided for by depositing with the Trustee, in trust and irrevocably set aside exclusively
for such payment (A) moneys sufficient to make such payment or (B) non-callable Government Securities
maturing as to principal and interest in such amount and at such times as will insure the availability of
sufficient moneys to make such payment. Bonds shall also be deemed paid if the Bond certificate(s) are
surrendered to the Bank as paying agent, accompanied by a written communication from the registered
Owner waiving payment and directing that they be cancelled without actual payment. At such time as a
Bond shall be deemed to be paid hereunder, it shall no longer be secured by or entitled to the benefits of this
Indenture, except for the purposes of any such payment from such moneys or Government Securities. As a
condition to the Bonds being deemed paid, the Trustee shall have received an opinion of Bond Counsel to
the effect that the conditions of this Section have been satisfied.
(b)
Notwithstanding the foregoing, in the case of the redemption of Bonds which by their terms
may be redeemed prior to the stated maturities thereof, no deposit under clause (ii) of the immediately
preceding paragraph shall be deemed a payment of such Bonds until proper notice of such redemption shall
have been given in accordance with Article III of this Indenture or irrevocable instructions shall have been
given to the Trustee to give such notice.
(c)
Notwithstanding any provision of any other Section of this Indenture which may be
contrary to the provisions of this Section, all moneys or Government Securities set aside and held in trust
pursuant to the provisions of this Section for the payment of Bonds (including premium thereon, if any) and
interest thereon shall be applied to and used solely for the payment of the particular Bonds (including
premium thereon, if any) and interest thereon with respect to which such moneys and Government
Securities have been so set aside in trust.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
Section 13.01. Consents and Other Instruments by Owner(s) of Bonds.
(a)
Any consent, request, direction, approval, objection or other instrument required by this
Indenture to be signed and executed by the Owner(s) of Bonds may be in any number of concurrent writings
of similar tenor and may be signed or executed by such Owner(s) of Bonds in person or by agent appointed
in writing. Proof of the execution of any such instrument or of the writing appointing any such agent and of
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the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this
Indenture, and shall be conclusive in favor of the Trustee with regard to any action taken, suffered or
omitted under any such instrument, namely:
(i)
The fact and date of the execution by any person of any such instrument may be
proved by the certificate of any officer in any jurisdiction who by law has power to take
acknowledgments within such jurisdiction that the person signing such instrument acknowledged
before him the execution thereof, or by affidavit of any witness to such execution.
(ii)
The fact of ownership of Bonds and the amount or amounts, number and other
identification of such Bonds, and the date of holding the same shall be proved by the registration
books of the Issuer maintained by the Trustee.
(b)
In determining whether the Owner(s) of Bonds owning the requisite principal amount of
Bonds Outstanding have given any request, demand, authorization, direction, notice, consent or waiver
under this Indenture, Bonds owned by the Tenant or any affiliate of the Tenant shall be disregarded and
deemed not to be Outstanding under this Indenture, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only
Bonds which the Trustee knows to be so owned shall be so disregarded. For purposes of this paragraph, the
word "affiliate" means any person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Tenant; and for the purposes of this definition, "control" means the power
to direct the management and policies of such person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise. Notwithstanding the foregoing, Bonds so owned which have
been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Bonds and that the pledgee is not the Tenant or any
affiliate of the Tenant.
Section 13.02. Limitation of Rights Under the Indenture. With the exception of rights herein
expressly conferred, nothing expressed or mentioned in or to be inferred from this Indenture or the Bonds is
intended or shall be construed to give any person other than the parties hereto, and the Owner(s) of Bonds,
any right, remedy or claim under or with respect to this Indenture, and all of the covenants, conditions and
provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto, the
Tenant and the Owner(s) of Bonds as herein provided.
Section 13.03. Notices. Any notice, request, complaint, demand or other communication
required or desired to be given or filed under this Indenture shall be in writing and shall be deemed duly
given or filed if the same shall be duly mailed by registered or certified mail, postage prepaid, to the Notice
Representative.
All notices given by certified or registered mail shall be deemed duly given as of the date they are
so mailed. A duplicate copy of each notice, certificate or other communication given hereunder by either
the Issuer or the Tenant to the other shall also be given to the Trustee. The Issuer, the Trustee and the
Tenant may from time to time designate, by notice given hereunder to the others of such parties, such other
address to which subsequent notices, certificates or other communications shall be sent.
Section 13.04. Suspension of Mail Service. If, because of the temporary or permanent
suspension of regular mail service or for any other reason, it is impossible or impractical to mail any notice
in the manner herein provided, then such other form of notice as shall be made with the approval of the
Trustee shall constitute a sufficient notice.
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Section 13.05. Severability. If any provision of this Indenture shall be held or deemed to be
invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or
in all jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any
constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the
effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance,
or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to
any extent whatever.
Section 13.06. Execution in Counterparts. This Indenture may be simultaneously executed in
several counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
Section 13.07. Governing Law. This Indenture shall be governed exclusively by and construed
in accordance with the applicable laws of the State.
Section 13.08. Electronic Transactions. The transaction described herein may be conducted
and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files
and other reproductions of original executed documents shall be deemed to be authentic and valid
counterparts of such original documents for all purposes, including the filing of any claim, action or suit
in the appropriate court of law.
[BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Issuer has caused this Indenture to be signed by an authorized
official, such signature to be attested by an authorized officer and its official seal to be applied.
CITY OF PITTSBURG, KANSAS
By: _________________________________
Mayor
[SEAL]
ATTEST:
_____________________________________
Deputy City Clerk
"ISSUER"
ACKNOWLEDGMENT
STATE OF KANSAS
COUNTY OF CRAWFORD
)
) SS:
)
This instrument was acknowledged before me on ____________, 2026 by Chuck Munsell as Mayor
of the City of Pittsburg, Kansas, a municipal corporation of the State of Kansas.
[SEAL]
____________________________________
Notary Public
My Appointment Expires:
_____________________
600551.20046\INDENTURE
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66
IN WITNESS WHEREOF, and to evidence its acceptance of the trusts hereby created, the Trustee
has caused this Indenture to be signed in its name and behalf and such signature to be attested by its duly
authorized officers, and its corporate seal to be applied, all as of the date first above written.
BOKF, N.A.
Kansas City, Missouri,
as Trustee
By: _________________________________
Name: Wendee Peres
Title: Vice President and Trust Officer
"TRUSTEE"
ACKNOWLEDGMENT
STATE OF MISSOURI
COUNTY OF JACKSON
)
) SS.
)
This instrument was acknowledged before me on August _____ 2026, by Wendee Peres, Vice
President and Trust Officer of BOKF, N.A., a banking corporation or association organized under the laws
of the United States of America or one of the states thereof.
[SEAL]
________________________________________
Notary Public
My Appointment Expires:
_____________________
600551.20046\INDENTURE
(Trustee Signature Page to Trust Indenture)
67
APPENDIX A
FORM OF BONDS
THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY
STATE. NO TRANSFER, SALE, ASSIGNMENT OR HYPOTHECATION OF THIS SECURITY SHALL BE MADE. THE
TRUSTEE SHALL BE CONSIDERED UNDER “STOP TRANSFER” ORDERS FOR ALL TRANSFERS OF BONDS UNLESS: (i)
THERE SHALL HAVE BEEN DELIVERED TO THE ISSUER, THE TENANT AND THE TRUSTEE PRIOR TO THE TRANSFER,
SALE ASSIGNMENT OR HYPOTHECATION AN OPINION OF NATIONALLY RECOGNIZED BOND OR SECURITIES
COUNSEL, SATISFACTORY TO THE ISSUER, THE TENANT AND THE BANK, TO THE EFFECT THAT REGISTRATION
UNDER THE SECURITIES ACT OF 1933 AND REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS IS
NOT REQUIRED; OR (ii) THERE SHALL BE A REGISTRATION STATEMENT IN EFFECT UNDER THE SECURITIES ACT
OF 1933 AND UNDER ANY APPLICABLE STATE SECURITIES LAWS REQUIRING A STATE-LEVEL REGISTRATION
STATEMENT WITH RESPECT TO THE TRANSFER, ASSIGNMENT, SALE OR HYPOTHECATION, AND, IN THE CASE OF
BOTH (i) AND (ii), THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE AND FEDERAL
SECURITIES LAWS AND ALL APPLICABLE RULES AND REGULATIONS THEREUNDER. THE TRUSTEE SHALL NOT
TRANSFER THIS BOND EXCEPT IN ACCORDANCE WITH THIS LEGEND AND THE CORRELATIVE PROVISIONS OF THE
INDENTURE.
THIS SERIES 2026 BOND IS NOT AN OBLIGATION ON WHICH THE INTEREST IS EXCLUDABLE FROM GROSS
INCOME UNDER SECTION 103 OF THE INTERNAL REVENUE CODE OF THE UNITED STATES OF AMERICA, AS
AMENDED. THE OWNER OF THIS SERIES 2026 BOND SHOULD NOT REGARD THE INTEREST HEREON AS BEING
EXEMPT FROM FEDERAL INCOME TAXATION.
No. _________
$_______
UNITED STATES OF AMERICA
STATE OF KANSAS
COUNTY OF CRAWFORD
CITY OF PITTSBURG, KANSAS
TAXABLE INDUSTRIAL REVENUE BOND
SERIES 2026
(PROGRESSIVE PRODUCTS PROJECT)
Interest
Rate:
Maturity
Date:
Dated
Date:
CUSIP:
Registered Owner: _______________________________________________
Principal Amount: __________________________________________Dollars
The City of Pittsburg, Kansas, a body politic and corporate, incorporated as a city of first class of
the State of Kansas (the "Issuer"), for value received, promises to pay, but solely from the sources
hereinafter referred to, to the Registered Owner identified above, or registered assigns, the principal sum
identified above on the Maturity Date shown above, unless called for redemption prior to the Maturity Date
and to pay interest thereon at the Interest Rate per annum shown above (computed on the basis of a 360-day
year of twelve 30-day months), from the Dated Date shown above, or from the most recent date to which
interest has been paid or duly provided for, payable on December 31, 2032 (the “Interest Payment
Dates”).
The principal or redemption price of this Bond shall be paid at maturity or upon earlier
redemption to the person in whose name this Bond is registered at the maturity or redemption date
600551.20046\INDENTURE
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68
thereof, upon presentation and surrender of this Bond at the principal corporate trust office or other
designated office of BOKF, N.A. in Kansas City, Missouri (the "Paying Agent" and "Trustee"). The
interest payable on this Bond on any Interest Payment Date shall be paid to the person in whose name this
Bond is registered on the registration books maintained by the Trustee at the close of business on the
Record Date(s) for such interest, which shall be the 15th day (whether or not a business day) next
preceding the Interest Payment Date. Such interest shall be payable (a) by check or draft mailed by the
Paying Agent to the address of such Registered Owner shown on the Bond Register or at such other
address as is furnished to the Paying Agent in writing by such Registered Owner; or (b) in the case of an
interest payment to any Owner of $500,000 or more in aggregate principal amount of Bonds by electronic
transfer to such Owner upon written notice given to the Bond Registrar by such Registered Owner, not
less than 15 days prior to the Record Date for such interest, containing the electronic transfer instructions
including the bank, ABA routing number and account number to which such Registered Owner wishes to
have such transfer directed. The principal or redemption price of and interest on the Bonds shall be
payable in any coin or currency that, on the respective dates of payment thereof, is legal tender for the
payment of public and private debts. Interest not punctually paid will be paid in the manner established in
the within defined Indenture.
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned
to such terms in the hereinafter defined Indenture.
This Bond certificate evidences ownership of a part of a duly authorized series of Bonds of the
Issuer designated "City of Pittsburg, Kansas Taxable Industrial Revenue Bonds, Series 2026 (Progressive
Products Project)," in the aggregate original principal amount of not to exceed $1,700,000 (the "Series 2026
Bonds"), issued for the purpose of providing funds to pay the costs of the constructing an addition to an
existing manufacturing of a manufacturing facility (the "Project"), to be leased by the Issuer to RALLISON
LP, a Kansas limited partnership (the "Tenant"), under the terms of a Project Lease dated as of September 1,
2026, between the Issuer and the Tenant (the Project Lease, as amended and supplemented from time to
time in accordance with the provisions thereof, being herein called the "Project Lease"), all pursuant to the
authority of and in conformity with the provisions, restrictions and limitations of the constitution and
statutes of the State of Kansas, including particularly K.S.A. 12-1740 et seq. and pursuant to proceedings
duly had by the governing body of the Issuer.
The Series 2026 Bonds are issued under and are equally and ratably secured and entitled to the
protection of the Trust Indenture, dated as of September 1, 2026 (the Trust Indenture, as amended and
supplemented from time to time in accordance with the provisions thereof, being herein called the
"Indenture"), between the Issuer and the Trustee. Subject to the terms and conditions set forth therein, the
Indenture permits the Issuer to issue Additional Bonds (as defined therein) secured by the Indenture ratably
and on a parity with the Series 2026 Bonds (the Series 2026 Bonds together with such Additional Bonds
being herein referred to collectively as the "Bonds"). Reference is hereby made to the Indenture for a
description of the provisions, among others, with respect to the nature and extent of the security for the
Bonds, the rights, duties and obligations of the Issuer, the Trustee and the Owner(s) of Bonds, and the terms
upon which the Bonds are issued and secured.
The Series 2026 Bonds are subject to redemption and payment prior to Stated Maturity, at the
option of the Issuer, upon instructions from the Tenant, on and after September 8, 2026, as a whole or in part
on any date, at the redemption price of the par value of the principal amount thereof, without premium.
When any Bonds are called for redemption, notice thereof identifying the Bonds to be redeemed
will be given by mailing a copy of the redemption notice at least 30 days prior to the date fixed for
redemption to the Owner of each Bond to be redeemed at the address shown on the registration books
maintained by the Trustee; provided, however, failure to give such notice by mailing, or any defect therein,
600551.20046\INDENTURE
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69
shall not affect the validity of any proceedings for the redemption of Bonds. If less than all of the
Outstanding Bonds of this series are called for redemption, Bonds shall be redeemed as directed in writing
by the Tenant. Bonds of less than a full maturity shall be selected by the Trustee in such equitable manner
as it may determine. All Bonds so called for redemption will cease to bear interest on the specified
Redemption Date and shall no longer be secured by the Indenture and shall not be deemed to be Outstanding
under the provisions of the Indenture.
The Bonds and the interest thereon are limited obligations of the Issuer payable exclusively out of
the Trust Estate under the Indenture, including but not limited to the rents, revenues and receipts under the
Project Lease, and are secured by a pledge of the Project (including any Project Additions) as described in
the Project Lease and a pledge and assignment of the Trust Estate, including all rentals and other amounts to
be received by the Issuer under and pursuant to the Project Lease, all as provided in the Indenture. The
Bonds and the interest thereon do not constitute a debt or general obligation of the Issuer, the State of
Kansas or any municipal corporation thereof, and are not payable in any manner by taxation. The Bonds do
not constitute an indebtedness within the meaning of constitutional or statutory debt limitations or
restrictions. Pursuant to the provisions of the Project Lease, Basic Rent is to be paid by the Tenant directly
to the Trustee for the account of the Issuer and deposited in a special trust account created by the Issuer and
designated "City of Pittsburg, Kansas Debt Service Fund (Progressive Products Project)."
No Owner of Bonds shall have the right to enforce the provisions of the Indenture or to institute
action to enforce the covenants therein, or to take any action with respect to any event of default under the
Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as
provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in
the Indenture, the principal of all the Bonds issued under the Indenture and then Outstanding may become or
may be declared due and payable prior to the stated maturity thereof, together with interest accrued thereon.
Modifications or alterations of this Bond or the Indenture may be made only to the extent and under the
circumstances permitted by the Indenture.
This Bond certificate is transferable, as provided in the Indenture, only upon the registration books
of the Issuer kept for that purpose at the above mentioned office of the Bond Registrar and Paying Agent by
the Owner hereof in person or by his duly authorized attorney, upon surrender of this Bond together with a
written instrument of transfer satisfactory to the Trustee duly executed by the Owner or such Owner's duly
authorized attorney, and thereupon a new Bond certificate in the same aggregate principal amount, shall be
issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges
therein prescribed. The Tenant has agreed to pay as Additional Rent under the Project Lease all costs
incurred in connection with the issuance, transfer, exchange, registration, redemption or payment of the
Bonds except (a) the reasonable fees and expenses in connection with the replacement of certificates
mutilated, stolen, lost or destroyed or (b) any tax or other governmental charge imposed in relation to the
transfer, exchange, registration, redemption or payment of the Bonds. The Issuer, the Trustee and any
Paying Agent may deem and treat the person in whose name this Bond certificate is registered as the
absolute Owner hereof for the purpose of receiving payment of, or on account of, the principal or
redemption price hereof and interest due hereon and for all other purposes.
This Bond certificate shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Indenture until the Certificate of Authentication hereon shall have been
executed by the Trustee.
IT IS HEREBY CERTIFIED AND DECLARED that all acts, conditions and things required to
exist, happen and be performed precedent to and in the execution and delivery of the Indenture and the
issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as
required by law.
600551.20046\INDENTURE
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70
IN WITNESS WHEREOF, Issuer has caused this Bond certificate to be executed in its name by
the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City
Clerk and its official seal to be affixed hereto or imprinted hereon and has caused the Bonds to be dated as
of September 1, 2026.
CITY OF PITTSBURG, KANSAS
(Facsimile Seal)
By: ________________________________
Mayor
ATTEST:
___________________________________
City Clerk
(FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION)
This Bond certificate evidences ownership of the City of Pittsburg, Kansas Taxable Industrial
Revenue Bonds, Series 2026 (Progressive Products Project), as described herein and in the
within-mentioned Trust Indenture. The date of authentication of this Bond is ___________________.
BOKF, N.A.
Kansas City, Missouri,
Trustee
By: _________________________________
Authorized Signature
600551.20046\INDENTURE
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71
(FORM OF ASSIGNMENT)
For value received, the undersigned hereby sells, assigns and transfers unto
_________________________________________________________
Print or Type Name and Address of Transferee
the Bonds represented by this certificate and all rights thereunder, and hereby authorizes the transfer of the
within Bond on the books kept by the Bond Registrar and Paying Agent for the registration and transfer of
Bonds.
Dated: __________________
NOTICE: The signature to this assignment must
correspond with the name as it appears upon the face of
the within Bond in every particular.
Signature Guaranteed By:
[Seal of Bank]
(Name of Eligible Guarantor Institution)
By:
Title:
Signature must be guaranteed by an eligible guarantor institution as defined by S.E.C. Rule 17 Ad-15 (17
C.F.R. 240. 17-Ad-15) or any similar rule which the Trustee deems applicable.
THIS BOND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE
APPLICABLE PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND
APPLICABLE STATE SECURITIES LAWS, OR IN A TRANSACTION EXEMPT FROM THE
APPLICATION OF FEDERAL AND STATE SECURITIES LAWS.
600551.20046\INDENTURE
A-5
72
GILMORE & BELL, P.C.
07/17/2026
SITE LEASE
BY AND BETWEEN
RALLISON LP
As Lessor
AND
CITY OF PITTSBURG, KANSAS
As Issuer
DATED AS OF SEPTEMBER 1, 2026
600551.20046\SITE LEASE
73
SITE LEASE
TABLE OF CONTENTS
Page
Parties ..................................................................................................................................... 1
Recitals ................................................................................................................................... 1
ARTICLE I
Section 1.1.
Section 1.2.
Representation and Covenants of Lessor. ..................................................................... 1
Representations and Covenants by the Issuer. .............................................................. 2
ARTICLE II
Section 2.1.
Section 2.2.
Section 2.3.
Section 2.4.
Section 2.5.
Section 2.6.
Section 2.7.
Grant of Leasehold. ....................................................................................................... 2
Consideration. ............................................................................................................... 2
Impositions. ................................................................................................................... 2
Contest of Impositions. ................................................................................................. 3
Assignment and Sublease.............................................................................................. 3
Use of Real Property. .................................................................................................... 3
Covenant Against Other Assignments. ......................................................................... 3
ARTICLE III
Section 3.1.
Section 3.2.
Section 3.3.
Improvements................................................................................................................ 3
Mechanic's Liens. .......................................................................................................... 3
Contest of Liens. ........................................................................................................... 3
ARTICLE IV
Section 4.1.
Section 4.2.
Indemnity. ..................................................................................................................... 4
Access to Real Property. ............................................................................................... 4
ARTICLE V
Section 5.1.
Section 5.2.
Section 5.3.
Section 5.4.
Section 5.5.
Non-Disturbance of Leasehold Interest. ....................................................................... 4
Release of Leasehold Interest........................................................................................ 4
Notices. ......................................................................................................................... 4
Rights and Remedies. .................................................................................................... 4
Waiver. .......................................................................................................................... 4
ARTICLE VI
Section 6.1.
Section 6.2.
Section 6.3.
Purpose of Site Lease. ................................................................................................... 4
Limitation of Liability. .................................................................................................. 5
Amendments. ................................................................................................................ 5
600551.20046\SITE LEASE
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ARTICLE VII
Section 7.1.
Section 7.2.
Section 7.3.
Section 7.4.
Section 7.5.
Construction and Enforcement...................................................................................... 5
Partial Invalidity............................................................................................................ 5
Binding Effect. .............................................................................................................. 5
Section Headings........................................................................................................... 5
Execution of Counterparts; Electronic Transactions. .................................................... 5
Signatures ............................................................................................................................... 6
600551.20046\SITE LEASE
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75
SITE LEASE
THIS SITE LEASE, entered into as of September 1, 2026 between RALLISON LP, a Kansas
limited partnership (the “Lessor”), and the City of Pittsburg, Kansas, a municipal corporation incorporated
as a city of the first class under the laws of the State of Kansas (the "Issuer");
WITNESSETH:
WHEREAS, Lessor has requested that the Issuer issue its Taxable Industrial Revenue Bonds,
Series 2026 (Progressive Products Project) (the "Bonds") under and pursuant to K.S.A. 12-1740 et seq., as
amended (the "Act"), for the purpose of financing the constructing an addition to an existing of a
manufacturing facility (the "Improvements"), which Bonds shall be issued and secured under the provisions
of an Ordinance duly enacted by the Issuer and a Trust Indenture dated as of September 1, 2026 (the
"Indenture") entered into between the Issuer and BOKF, N.A. (the "Trustee"); and
WHEREAS, the Improvements are to be constructed and installed on a tract of land (the "Real
Property") more specifically described in Schedule I attached hereto, which property is owned by the
Lessor; and
WHEREAS, the Project, consisting of the leasehold under this Site Lease and the Improvements
located on the Real Property shall be leased by the Issuer to the Lessor, as Tenant, under and pursuant to a
Lease dated as of September 1, 2026 (the "Project Lease"); and
WHEREAS, in consideration of the issuance of the Bonds by the Issuer and the execution and
delivery by the Issuer of the Project Lease, the Lessor is willing to lease the Real Property to provide the
Issuer a leasehold interest in the Real Property; and
WHEREAS, the Lessor will not take any action to disturb, alter, avoid or set aside the leasehold
interest of the Issuer created under this Site Lease as long as the Bonds are outstanding;
THEREFORE, in consideration of the mutual covenants and agreements contained herein, the
sufficiency of which consideration is hereby acknowledged, the Lessor and the Issuer agree as follows:
ARTICLE I
Section 1.1. Representation and Covenants of Lessor. The Lessor makes the following
representations and covenants:
(a)
It is a Kansas limited partnership duly authorized and qualified to do business in the state of
Kansas (the "State"), with lawful power and authority to enter into this Site Lease, acting by and through a
designated signatory.
(b)
It (i) shall maintain its authority to do business in the State, and (ii) shall not initiate any
proceedings to liquidate without providing written notice to the Issuer and Trustee.
(c)
To the knowledge of the Lessor, neither the execution nor delivery of this Site Lease, the
consummation of the transactions contemplated hereby or by the Indenture, nor the fulfillment of or
compliance with the terms and conditions of this Site Lease contravenes any provisions of its limited
partnership agreement, or conflicts with or results in a material breach of the terms, conditions or provisions
600551.20046\SITE LEASE
76
of any mortgage, debt, agreement, indenture or instrument to which it is a party or by which it is bound, or
to which it or any of its properties is subject, or would constitute a default (without regard to any required
notice or the passage of any period of time) under any of the foregoing or would result in the creation or
imposition of any lien, charge or encumbrance whatsoever upon any of its property or assets under the terms
of any mortgage, debt, agreement, indenture or instrument, or violates any existing law, administrative
regulation or court order or consent decree to which it is subject.
(d)
This Site Lease constitutes a legal, valid and binding obligation, enforceable against it in
accordance with its terms.
Section 1.2. Representations and Covenants by the Issuer. The Issuer represents, covenants
and warrants, to the best of its knowledge and belief, as follows:
(a)
It is a municipal corporation duly incorporated and existing as a city of the first class under
the constitution and laws of the State. Under the provisions of the Act, the Issuer has the power to enter into
and perform the transactions contemplated by this Site Lease and the Project Lease and to carry out its
obligations hereunder and thereunder.
(b)
It has not, in whole or in part, assigned, leased, hypothecated or otherwise created any other
interest in, or disposed of, or caused or permitted any lien, claim or encumbrance to be placed against its
interest in, the Real Property, except for the pledge of its leasehold interest in the Real Property under this
Site Lease to the payment of the Bonds.
(c)
Except as otherwise provided herein or in the Indenture, it will not during the Site Lease
Term, in whole or in part, assign, lease, hypothecate or otherwise create any other interest in, or dispose of,
or cause or permit any lien, claim or encumbrance to be placed against its interest in the Real Property,
except for the pledge of the Project pursuant to the Indenture.
(d)
It has duly authorized the execution and delivery of this Site Lease in connection with the
execution and delivery of the Project Lease.
ARTICLE II
Section 2.1. Grant of Leasehold. Lessor, in consideration of the issuance of the Bonds and the
contemporaneous execution and delivery of the Project Lease, hereby rents, leases and lets unto the Issuer,
and the Issuer hereby rents, leases and hires from Lessor, upon and subject to the terms and conditions
hereinafter set forth, the Real Property for a term commencing as of the date of this Site Lease and ending
on December 31, 2032 (or such earlier date as the principal of, redemption premium, if any, and interest on
all Outstanding Bonds is paid in full) (the "Site Lease Term").
Section 2.2. Consideration. The issuance of the Bonds and the contemporaneous execution and
delivery of the Project Lease by the Issuer are the sole consideration to be received by the Lessor for the
grant of this Site Lease. No cash rentals shall be payable hereunder.
Section 2.3. Impositions. Lessor, as Tenant under the Project Lease, shall bear, pay and
discharge, before the delinquency thereof, any and all taxes and assessments, general and special, which
may be lawfully levied or assessed against or in respect of the Real Property, or any part thereof, or any
improvements at any time erected thereon, and all water and sewer charges, assessments (including special
assessments) and other similar governmental charges whatsoever, foreseen or unforeseen, which if not paid
when due would encumber the fee simple title to the Real Property ("Impositions"). In the event any
Impositions may be lawfully paid in installments, Lessor shall be required to pay only such installments
600551.20046\SITE LEASE
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77
thereof as become due and payable during the term of this Site Lease, as and when the same become due
and payable.
Section 2.4. Contest of Impositions. Lessor, as Tenant under the Project Lease, shall have the
right to contest the validity or amount of any Imposition by appropriate legal proceeding instituted at least
ten days before the Imposition complained of becomes delinquent, on the condition that Lessor or its
sublessee shall give Issuer written notice of its intention to do so and shall diligently prosecute any such
contest, effectively stay or prevent official or judicial sale therefor, under execution or otherwise, and shall
promptly pay any final judgment in forcing the Imposition so contested and thereafter secure record release
or satisfaction thereof.
Section 2.5. Assignment and Sublease. Issuer covenants that it will not, without Lessor's
written consent, unless required by law, ordinance or the terms of the Project Lease or the Indenture, sell,
assign, sublease or otherwise part with or encumber its interest in the Real Property at any time during the
Site Lease Term, except that Issuer may sublease the Real Property to the Lessor as a part of property leased
by the Issuer pursuant to the Project Lease.
Section 2.6. Use of Real Property. Except as may be stated to the contrary in this Site Lease,
Issuer shall have no right or authority with respect to the Real Property except to lease the Real Property
pursuant to the Project Lease for use as provided therein. The parties will comply with all federal, state and
local laws, regulations and requirements as to the manner of use or the condition of the Real Property, or of
adjoining public ways, now or hereafter applicable to the Real Property, and Issuer shall comply with the
mandatory requirements of all insurers under policies required to be carried under the provisions of the
Project Lease.
Section 2.7. Covenant Against Other Assignments. Neither party to this Site Lease shall
assign or in any manner transfer its interest under this Site Lease, nor will it suffer or permit any assignment
thereof by operation of law, except in accordance with the limitations, conditions and requirements set forth
herein, and, to the extent applicable, the Indenture and the Project Lease.
ARTICLE III
Section 3.1. Improvements. Issuer shall have the right, from the proceeds of the Bonds, to
construct on the Real Property, or in the air space above the Real Property, such building improvements as
the Issuer from time to time may deem necessary or advisable in accordance with and subject to the
provisions of the Project Lease.
Section 3.2. Mechanic's Liens. Neither party to the Site Lease shall permit or suffer anything to
be done whereby the Real Property, or any part thereof, may be encumbered by any mechanic's or other
similar lien. If any mechanic's or other similar lien is filed against the Real Property, or any part thereof, the
same shall be dealt with as provided in the Project Lease. Notice is hereby given that except to the extent
payable from the proceeds of the Bonds issued concurrently with the execution and delivery of the Project
Lease, the Issuer does not authorize or consent to the furnishing of any labor or materials to the Real
Property and it shall not be liable for them.
Section 3.3. Contest of Liens. In the event any mechanic's or other similar lien is filed against
the Real Property, or any part thereof, the Issuer or the Lessor may contest such lien in the manner and as
provided in the Project Lease.
600551.20046\SITE LEASE
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78
ARTICLE IV
Section 4.1. Indemnity. The Lessor shall indemnify the Issuer from any and all claims,
demands, liabilities and costs, including attorney's fees, arising from damage or injury, actual or claimed, to
property or persons occurring or allegedly occurring in, on or about the Project during the term hereof;
provided, however, the indemnity described in this section shall be subject in all respects to the provisions
of the Project Lease.
Section 4.2. Access to Real Property. The Issuer, for itself and its duly authorized
representatives and agents, including the Tenant under the Project Lease and the Trustee under the
Indenture, shall have the right to enter the Real Property at any reasonable time throughout the term of this
Site Lease for the purposes of performing any work made necessary by reason of any Event of Default
under the Project Lease, and, while an Event of Default (as defined therein) is continuing under the Project
Lease, for the purpose of exhibiting the Real Property and the improvements constructed thereon to
prospective purchasers, lessees or mortgagees.
ARTICLE V
Section 5.1. Non-Disturbance of Leasehold Interest. Lessor and the Issuer each covenant and
agree with one another, that as long as the Issuer, its sublessee, their successors or assigns, shall continue
to perform all obligations provided for in this Site Lease, including the discharge of all obligations and
covenants hereunder, the Issuer, its assignee or sublessee shall have a leasehold interest in the Real
Property, notwithstanding the occurrence of any Event of Default under the Project Lease until this Site
Lease is terminated according to its terms.
Section 5.2. Release of Leasehold Interest. Upon cancellation or termination of this Site Lease,
the Issuer shall release its leasehold interest in the Real Property to Lessor as provided in the Project Lease.
Section 5.3. Notices. All notices required to be given hereunder shall be given to the notice
representative designated for each of the parties in the Project Lease. To be effective, notices required or
desired to be given hereunder shall be given in the manner provided in the Project Lease.
Section 5.4. Rights and Remedies. The rights and remedies reserved by the parties hereto, their
successors and assigns and those provided by law shall be construed as cumulative and continuing rights
and remedies.
Section 5.5. Waiver. No waiver of any breach of any covenant or agreement contained in this
Site Lease shall operate as a waiver of any subsequent breach of the same covenant or agreement or as a
waiver of any breach of any other covenant or agreement, and in the event of a breach by either party of any
covenant, agreement or undertaking, the nondefaulting party may nevertheless accept from the other any
performance without in any way waiving its right to exercise any of its rights and remedies provided for
herein or otherwise with respect to any other default.
ARTICLE VI
Section 6.1. Purpose of Site Lease. The parties acknowledge and agree that this Site Lease is
executed and delivered concurrently with the execution and delivery of the Project Lease and the other
documents and agreements executed in connection therewith and as a condition precedent thereto, and that
the Trustee and the owners of the Bonds shall be deemed to be third party beneficiaries.
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79
Section 6.2. Limitation of Liability. The liability of Issuer under this Site Lease for any
payments to be made to or for the account of Lessor is specifically limited, such that the Issuer shall have no
liability beyond the value of the Real Property, the Project, or the rentals and receipts to be received by the
Issuer under the Project Lease.
Section 6.3. Amendments. This Site Lease may be amended or modified in the manner
prescribed in the Project Lease with respect to amendments thereto.
ARTICLE VII
Section 7.1. Construction and Enforcement. This Site Lease shall be construed and enforced
in accordance with the laws of the State of Kansas. The provisions of this Site Lease shall be applied and
interpreted in accordance with the rules of interpretation set forth in the Project Lease. Words and terms
used herein shall have the meanings set forth in the Project Lease if not expressly defined in this Site Lease.
Section 7.2. Partial Invalidity. If for any reason any provision hereof shall be termed to be
invalid or unenforceable, such partial invalidity shall not affect the remainder of the provisions hereof.
Section 7.3. Binding Effect. The covenants, agreements and conditions herein shall be binding
upon and inure to the benefit of the parties, their respective successors and assigns.
Section 7.4. Section Headings. The section headings hereof are for the convenience of reference
only and shall not be treated as a part of this Site Lease or as affecting the true meanings of the provisions
hereof.
Section 7.5. Execution of Counterparts; Electronic Transactions. This Site Lease may be
executed simultaneously in multiple counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one instrument. The transaction described herein may be conducted and
related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and
other reproductions of original executed documents shall be deemed to be authentic and valid
counterparts of such original documents for all purposes, including the filing of any claim, action or suit
in the appropriate court of law.
[BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]
600551.20046\SITE LEASE
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IN WITNESS WHEREOF, the parties have executed this instrument as of the day and year first
above written.
RALLISON LP
By:
Name: Todd Allison
Title: General Partner
ACKNOWLEDGMENT
STATE OF KANSAS
COUNTY OF CRAWFORD
)
) SS:
)
The foregoing instrument was acknowledged before me on August ______, 2026 by Todd Allison,
General Partner of RALLISON LP, a Kansas limited partnership.
(SEAL)
Notary Public
My Appointment Expires:
_____________________
"LESSOR"
600551.20046\SITE LEASE
(Lessor Signature Page to Site Lease)
81
CITY OF PITTSBURG, KANSAS
By:
Chuck Munsell, Mayor
(SEAL)
ATTEST:
_____________________________________
Jacob Bennett, Deputy City Clerk
ACKNOWLEDGMENT
STATE OF KANSAS
COUNTY OF CRAWFORD
)
) SS:
)
The foregoing instrument was acknowledged before me on August _____, 2026 by Chuck Munsell,
Mayor of the City of Pittsburg, Kansas.
(SEAL)
Notary Public
My Appointment Expires:
_____________________
"ISSUER"
600551.20046\SITE LEASE
(Issuer Signature Page to Site Lease)
82
SCHEDULE I
SCHEDULE I TO THE SITE LEASE DATED AS OF SEPTEMBER 1, 2026,
BETWEEN RALLISON LP AND THE CITY OF PITTSBURG, KANSAS
PROPERTY SUBJECT TO LEASE
(A)
The following described real estate located in Crawford County, Kansas, to wit:
[TO BE PROVIDED BY RALLISON]
the real property constituting the “Real Property” as referred to in the Site Lease, subject to Permitted
Encumbrances.
600551.20046\SITE LEASE
S-1
83
GILMORE & BELL, P.C.
07/17/2026
CITY OF PITTSBURG, KANSAS
AS ISSUER
AND
RALLISON LP
AS TENANT
PROJECT LEASE
DATED AS OF SEPTEMBER 1, 2026
NOT TO EXCEED $1,700,000
TAXABLE INDUSTRIAL REVENUE BONDS
SERIES 2026
(PROGRESSIVE PRODUCTS PROJECT)
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84
PROJECT LEASE
TABLE OF CONTENTS
Page
ARTICLE I
Section 1.1.
Section 1.2.
Section 1.3.
Definitions..................................................................................................................... 1
Representations and Covenants by the Tenant.............................................................. 5
Representations and Covenants by the Issuer. .............................................................. 6
ARTICLE II
Section 2.1.
Granting of Leasehold. .................................................................................................. 6
ARTICLE III
Section 3.1.
Section 3.2.
Section 3.3.
Section 3.4.
Section 3.5.
Section 3.6.
Basic Rent. .................................................................................................................... 7
Additional Rent. ............................................................................................................ 7
Rent Payable Without Abatement or Setoff. ................................................................. 7
Prepayment of Basic Rent. ............................................................................................ 7
Deposit of Rent by the Trustee...................................................................................... 7
Acquisition of Bonds. ................................................................................................... 7
ARTICLE IV
Section 4.1.
Disposition of Original Proceeds; Project Fund............................................................ 8
ARTICLE V
Section 5.1.
Section 5.2.
Section 5.3.
Section 5.4.
Section 5.5.
Section 5.6.
Section 5.7.
Section 5.8.
Section 5.9.
Section 5.10.
Acquisition of Interest in Real Property and Improvements. ........................................ 8
Project Contracts. .......................................................................................................... 8
Payment of Project Costs for Buildings and Improvements. ........................................ 9
Payment of Project Costs for Machinery and Equipment. ............................................ 9
Completion of Project. .................................................................................................. 9
Deficiency of Project Fund. ........................................................................................ 10
Right of Entry by the Issuer and the Trustee............................................................... 10
Machinery and Equipment Purchased by the Tenant. ................................................. 10
Issuer’s Leasehold Interest in Improvements. ............................................................. 10
Kansas Retailers' Sales Tax......................................................................................... 10
ARTICLE VI
Section 6.1.
Section 6.2.
Section 6.3.
Insurance Requirements. ............................................................................................. 10
General Insurance Provisions...................................................................................... 11
Evidence of Title. ........................................................................................................ 11
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ARTICLE VII
Section 7.1.
Section 7.2.
Section 7.3.
Section 7.4.
Impositions. ................................................................................................................. 12
Receipted Statements. ................................................................................................. 12
Contest of Impositions. ............................................................................................... 12
Ad Valorem Taxes. ..................................................................................................... 12
ARTICLE VIII
Section 8.1.
Section 8.2.
Use of Project. ............................................................................................................. 13
Environmental Provisions. .......................................................................................... 13
ARTICLE IX
Section 9.1.
Section 9.2.
Section 9.3.
Section 9.4.
Section 9.5.
Section 9.6.
Section 9.7.
Section 9.8.
Sublease by the Tenant. .............................................................................................. 14
Assignment by the Tenant........................................................................................... 15
Release of the Tenant. ................................................................................................. 15
Mergers and Consolidations........................................................................................ 15
Bulk Sales. .................................................................................................................. 15
Covenant Against Other Assignments. ....................................................................... 15
Repairs and Maintenance. ........................................................................................... 16
Removal, Disposition and Substitution of Machinery or Equipment. ........................ 16
ARTICLE X
Section 10.1.
Alteration of Project. ................................................................................................... 16
ARTICLE XI
Section 11.1.
Additional Improvements. .......................................................................................... 16
ARTICLE XII
Section 12.1.
Section 12.2.
Section 12.3.
Section 12.4.
Securing of Permits and Authorizations. .................................................................... 17
Mechanic's Liens. ........................................................................................................ 17
Contest of Liens. ......................................................................................................... 17
Utilities. ....................................................................................................................... 17
ARTICLE XIII
Section 13.1.
Indemnity. ................................................................................................................... 18
ARTICLE XIV
Section 14.1.
Access to Project. ........................................................................................................ 18
ARTICLE XV
Section 15.1.
Option to Extend Basic Term...................................................................................... 18
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ARTICLE XVI
Section 16.1.
Section 16.2.
Section 16.3.
Section 16.4.
Section 16.5.
Section 16.6.
Section 16.7.
Section 16.8.
Section 16.9.
Section 16.10.
Option to Purchase Improvements. ............................................................................. 19
Quality of Title and Purchase Price. ........................................................................... 19
Closing of Purchase. ................................................................................................... 19
Effect of Failure to Complete Purchase. ..................................................................... 20
Application of Condemnation Awards if the Tenant Purchases Project. .................... 20
Option to Purchase Unimproved Portions of Real Property. ...................................... 20
Quality of Title - Purchase Price. ................................................................................ 20
Closing of Purchase. ................................................................................................... 21
Effect of Release on Lease. ......................................................................................... 21
Effect of Failure to Complete Purchase. ..................................................................... 21
ARTICLE XVII
Section 17.1.
Section 17.2.
Section 17.3.
Damage and Destruction. ............................................................................................ 21
Condemnation. ............................................................................................................ 22
Effect of Tenant's Defaults. ......................................................................................... 22
ARTICLE XVIII
Section 18.1.
Change of Circumstances............................................................................................ 23
ARTICLE XIX
Section 19.1.
Section 19.2.
Section 19.3.
Remedies on Default. .................................................................................................. 23
Survival of Obligations. .............................................................................................. 24
No Remedy Exclusive. ................................................................................................ 24
ARTICLE XX
Section 20.1.
Performance of the Tenant's Obligations by the Issuer. .............................................. 24
ARTICLE XXI
Section 21.1.
Surrender of Possession. ............................................................................................. 25
ARTICLE XXII
Section 22.1.
Notices. ....................................................................................................................... 25
ARTICLE XXIII
Section 23.1.
Section 23.2.
Triple-Net Lease. ........................................................................................................ 25
Funds Held by the Trustee After Payment of Bonds. ................................................. 25
ARTICLE XXIV
Section 24.1.
Section 24.2.
Section 24.3.
Rights and Remedies. .................................................................................................. 26
Waiver of Breach. ....................................................................................................... 26
The Issuer Shall Not Unreasonably Withhold Consents and Approvals..................... 26
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ARTICLE XXV
Section 25.1.
Section 25.2.
Section 25.3.
Section 25.4.
The Issuer May Not Release Interest without Tenant Consent. .................................. 26
Quiet Enjoyment and Possession. ............................................................................... 26
Intentionally Omitted. ................................................................................................. 26
Issuer's Obligations Limited........................................................................................ 26
ARTICLE XXVI
Section 26.1.
Investment Tax Credit; Depreciation. ......................................................................... 27
ARTICLE XXVII
Section 27.1.
Section 27.2.
Section 27.3.
Section 27.4.
Section 27.5.
Section 27.6.
Section 27.7.
Section 27.8.
Amendments. .............................................................................................................. 27
Granting of Easements. ............................................................................................... 27
Security Interests. ........................................................................................................ 28
Construction and Enforcement.................................................................................... 28
Invalidity of Provisions of Project Lease. ................................................................... 28
Covenants Binding on Successors and Assigns. ......................................................... 28
Section Headings......................................................................................................... 29
Execution of Counterparts; Electronic Transactions. .................................................. 29
Signatures and Acknowledgments .................................................................................................................... 39
Appendix A, Form of Requisition for Payment of Project Costs ................................................................... A-1
Schedule I, Description of Property ................................................................................................................ S-1
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PROJECT LEASE
THIS PROJECT LEASE, made and entered into as of September 1, 2026 between the City of
Pittsburg, Kansas (the "Issuer"), and RALLISON LP, a Kansas limited partnership (the "Tenant").
WITNESSETH:
WHEREAS, the Issuer is a municipal corporation incorporated as a city of the first class, duly
organized and existing under the laws of the State, with full lawful power and authority to enter into this
Project Lease by and through its governing body; and
WHEREAS, the Issuer, in furtherance of the purposes and pursuant to the provisions of the laws of
the State, particularly K.S.A. 12-1740 et seq. (the "Act"), and in order to provide for the economic
development and welfare of the Issuer and its environs and to provide employment opportunities for its
citizens and to promote the economic stability of the State, has proposed and does hereby propose that it shall:
(a)
Lease the Real Property from the Tenant pursuant to the Site Lease and acquire the
Improvements;
(b)
set forth; and
Lease the Project to the Tenant for the rentals and upon the terms and conditions hereinafter
(c)
Issue, for the purpose of paying Project Costs, the Bonds under and pursuant to and subject
to the provisions of the Act and the Indenture, the Indenture being incorporated herein by reference and
authorized by an Ordinance of the governing body of the Issuer; and
WHEREAS, the Tenant, pursuant to the foregoing proposals of the Issuer, desires to lease the Project
from the Issuer for the rentals and upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
herein set forth, Issuer and the Tenant do hereby covenant and agree as follows:
ARTICLE I
Definitions.
Capitalized terms not otherwise defined in this Project Lease shall have the meanings set forth in the Indenture.
In addition to the words, terms and phrases defined in the Indenture, the Site Lease and elsewhere in this
Project Lease, the capitalized words, terms and phrases as used herein shall have the meanings set forth below,
unless some other meaning is plainly intended:
"Additional Rent" means all fees, charges, costs and expenses of the Trustee or the Issuer (including
reasonable attorneys' fees), all Impositions, all Default Administration Costs, all other payments of whatever
nature payable or to become payable pursuant to the Indenture or which the Tenant has agreed to pay or
assume under the provisions of this Project Lease and any and all expenses (including reasonable attorneys'
fees) incurred by the Issuer or the Trustee in connection with the issuance of the Bonds or the administration
or enforcement of any rights under this Project Lease or the Indenture. The fees, charges, costs and expenses
of the Trustee shall include all costs incurred in connection with the issuance, transfer, exchange, registration,
redemption or payment of the Bonds and the administration or enforcement of any rights or obligations under
this Project Lease, the Indenture except (a) the reasonable fees and expenses in connection with the
replacement of a Bond or Bonds mutilated, stolen, lost or destroyed or (b) any tax or other government charge
600551.20046\PROJECT LEASE
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imposed on the Trustee in relation to the transfer, exchange, registration, redemption or payment of the Bonds.
The fees, charges, costs and expenses of the Issuer shall include, but not be limited to, any and all costs
incurred by the Issuer in connection with the administration or enforcement of any rights, duties, or obligations
under this Project Lease, the exercise or pursuit of any remedy upon an Event of Default, the amendment of
this Project Lease, the granting of consents, easements or similar actions or any other action required of or
available to the Issuer under the terms of this Project Lease.
"Additional Term" shall mean that term commencing on the last day of the Basic Term and
terminating five (5) years thereafter.
"Bankruptcy Code" means Title 11 of the United States Code, as amended.
"Basic Rent" means the pro rata amount which, when added to Basic Rent Credits, will be sufficient
to pay, on each Payment Date, all principal of, redemption premium, if any, and interest on all Outstanding
Bonds which is due and payable on such Payment Date. If for any reason on any Payment Date the Trustee
does not have on deposit in the Debt Service Fund sufficient moneys to pay all principal and interest due on
the Bonds on such Payment Date, then the Tenant shall pay, as Basic Rent, on such Payment Date, the amount
of such deficiency.
"Basic Rent Credits" means all funds on deposit in the Debt Service Fund and available for the
payment of principal of, redemption premium, if any, and interest on the Bonds on any Basic Rent Payment
Date.
"Basic Rent Payment Date" means December 31, 2032 or until the principal of, redemption
premium, if any, and interest on all Outstanding Bonds have been fully paid or provision made for their
payment in accordance with the provisions of the Indenture.
"Basic Term" means that term commencing as of the delivery of this Project Lease and ending on
December 31, 2032, subject to prior termination as specified in this Project Lease, but ending, in any event,
when all of the principal of, redemption premium, if any, and interest on all Outstanding Bonds shall have
been paid in full or provision made for their payment in accordance with the provisions of the Indenture.
"CERCLA" means the Comprehensive Environmental Response, Compensation and Liability Act,
42 U.S.C. §9601, et seq.
"Certificate of Completion" means a written certificate signed by the Authorized Tenant
Representative stating that (i) the Improvements have been substantially completed in accordance with the
plans and specifications prepared or approved by the Issuer or the Tenant, as the case may be; (ii) the
Improvements have been substantially completed in a good and workmanlike manner; (iii) no mechanic's or
materialmen's liens have been filed, nor is there any basis for the filing of such liens, with respect to the
Project; (iv) all Improvements constituting a part of the Project are located or installed upon the Real Property;
and (v) if required by ordinances duly adopted by the Issuer or by applicable building codes, that an
appropriate certificate of occupancy has been issued with respect to the Improvements. A form of Certificate
of Completion is attached as Appendix B.
"Completion Date" means the date on which the Improvements are certified as substantially
completed in accordance with Section 5.5 of this Project Lease.
"Default" means any event or condition the occurrence of which, with the lapse of time or the giving
of notice or both, may constitute an Event of Default.
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"Environmental Assessment" means an environmental assessment with respect to the Project
conducted by an independent consultant satisfactory to the Issuer and the Trustee which reflects the results of
such inspections, records reviews, soil tests, groundwater tests and other tests requested, which assessment
and results shall be satisfactory in scope, form and substance to the Issuer and the Trustee.
"Environmental Law" means CERCLA, SARA, and any other federal, state or local environmental
statute, regulation or ordinance presently in effect or coming into effect during the Term of this Project Lease.
"Event of Bankruptcy" means an event whereby the Tenant shall: (i) admit in writing its inability
to pay its debts as they become due; or (ii) file a petition in bankruptcy or for reorganization or for the adoption
of an arrangement under the Bankruptcy Code as now or in the future amended, or file a pleading asking for
such relief; or (iii) make an assignment for the benefit of creditors; or (iv) consent to the appointment of a
trustee or receiver for all or a major portion of its property; or (v) be finally adjudicated as bankrupt or
insolvent under any federal or state law; or (vi) suffer the entry of a final and nonappealable court order under
any federal or state law appointing a receiver or trustee for all or a major part of its property or ordering the
winding-up or liquidation of its affairs, or approving a petition filed against it under the Bankruptcy Code,
which order, if the Tenant has not consented thereto, shall not be vacated, denied, set aside or stayed within
60 days after the day of entry; or (vii) suffer a writ or warrant of attachment or any similar process to be issued
by any court against all or any substantial portion of its property, and such writ or warrant of attachment or
any similar process is not contested, stayed, or is not released within 60 days after the final entry or levy or
after any contest is finally adjudicated or any stay is vacated or set aside.
"Event of Default" means any one of the following events:
(a)
Failure of the Tenant to make any payment of Basic Rent at the time and in the amounts
required hereunder; or
(b)
Failure of the Tenant to make any payment of Additional Rent at the times and in the amounts
required hereunder, or failure to observe or perform any other covenant, agreement, obligation or provision
of this Project Lease on the Tenant's part to be observed or performed, and the same is not remedied within
thirty (30) days after the Issuer or the Trustee has given the Tenant written notice specifying such failure (or
such longer period as shall be reasonably required to correct such default; provided that (i) the Tenant has
commenced such correction within the 30-day period and (ii) the Tenant diligently prosecutes such correction
to completion); or
(c)
An Event of Bankruptcy; or
(d)
Abandonment of the Project by the Tenant; or
(e)
A default under the Site Lease on the part of the Tenant, as Lessor, which remains
unremedied after any applicable grace period.
"Full Insurable Value" means full actual replacement cost less physical depreciation.
"Hazardous Substances" shall mean "hazardous substances" as defined in CERCLA.
"Impositions" means all taxes and assessments, general and special, which may be lawfully taxed,
charged, levied, assessed or imposed upon or against or payable for or in respect of the Project or any part
thereof, or any improvements at any time thereon or the Tenant's interest therein, including any new lawful
taxes and assessments not of the kind enumerated above to the extent that the same are lawfully made, levied
or assessed in lieu of or in addition to taxes or assessments now customarily levied against real or personal
600551.20046\PROJECT LEASE
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91
property, and further including all water and sewer charges, assessments and other governmental charges and
impositions whatsoever, foreseen or unforeseen, which, if not paid when due, would encumber the Issuer's
interest in the Project.
"Indenture" means the Trust Indenture delivered concurrently with this Project Lease, as from time
to time amended and supplemented by Supplemental Indentures in accordance with the provisions of Article
XI of the Indenture.
"Net Proceeds" means the gross proceeds from the insurance (including without limitation title
insurance) or condemnation award with respect to which that term is used remaining after the payment of all
expenses (including without limitation attorneys' fees and any expenses of the Issuer, the Tenant, the Trustee
or any other Owner) incurred in the collection of such gross proceeds.
The term "Notice Address" shall mean:
(a)
With respect to the Tenant:
RALLISON LP
3305 Airport Circle
Pittsburg, KS 66762
Attn: Todd Allison
(b)
With respect to the Issuer:
City of Pittsburg, Kansas
204 W. 4th Street
Pittsburg, Kansas 66762
Attn: City Clerk
(c)
With respect to the Trustee:
BOKF, N.A.
2405 Grand Blvd., Suite 840
Kansas City, Missouri 64108
Attn: Corporate Trust Department
“Owner’s Title Evidence” means for purposes of Section 6.3 of this Project Lease, either (i) an
owner’s or lender's policy of title insurance insuring the Tenant's fee simple title in the Real Property or (ii) a
certificate of title from a title insurance company evidencing Tenant's fee simple title in the Real Property.
"Permitted Encumbrances" means all easements, liens and rights-of-way of record at the time of
lease of the Real Property to the Issuer, and any mortgages, liens or other encumbrances or title exceptions
referenced in the Owner’s Title Evidence.
"Project Contracts" means a contract or contracts with respect to the acquisition and/or construction
of the Improvements entered into by the Tenant or the Issuer.
"Project Lease" means this Project Lease between the Issuer and the Tenant, as from time to time
supplemented and amended in accordance with the provisions hereof.
"Real Property" means the real property (or interests therein) described in Schedule I hereto.
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"SARA" means the Superfund Amendments and Reauthorization Act of 1986, as now in effect and
as hereafter amended.
"State" means the State of Kansas.
"Term" means, collectively, the Basic Term and any Additional Term of this Project Lease.
Representations and Covenants by the Tenant. The Tenant makes the following covenants and
representations as the basis for the undertakings on its part herein contained:
(a)
The Tenant is a Kansas limited partnership, duly organized and existing under the laws of
the state, and is duly authorized and qualified to do business in the State, with lawful power and authority to
enter into this Project Lease, acting by and through its duly authorized officers.
(b)
The Tenant shall (i) maintain and preserve its existence and its authority to operate the
Project; (ii) shall not initiate any proceedings of any kind whatsoever to dissolve or liquidate without
(A) securing the prior written consent thereto of the Issuer and (B) making provision for the payment in full
of the principal of, redemption premium, if any, and interest on the Bonds.
(c)
Neither the execution and/or delivery of this Project Lease, the consummation of the
transactions contemplated hereby or by the Indenture, nor the fulfillment of or compliance with the terms and
conditions of this Project Lease contravenes in any material respect any provisions of its articles of articles of
partnership, or conflicts in any material respect with or results in a material breach of the terms, conditions or
provisions of any mortgage, debt, agreement, indenture or instrument to which the Tenant is a party or by
which it is bound, or to which it or any of its properties is subject, or would constitute a material default
(without regard to any required notice or the passage of any period of time) under any of the foregoing, or
would result in the creation or imposition of any lien, charge or encumbrance upon any of the property or
assets of the Tenant under the terms of any mortgage, debt, agreement, indenture or instrument, or violates in
any material respect any existing law, administrative regulation or court order or consent decree to which the
Tenant is subject.
(d)
This Project Lease constitutes a legal, valid and binding obligation of the Tenant enforceable
against the Tenant in accordance with its terms.
(e)
The Tenant agrees to operate and will operate the Project, or cause the Project to be operated
as a "facility," as that term is contemplated in the Act, from the date of the Issuer's acquisition of the Project
to the end of the Term.
(f)
The Tenant has obtained or will obtain any and all permits, authorizations, licenses and
franchises necessary to construct the Improvements to enable it to operate and utilize the Project for the
purposes for which it was leased by the Tenant under this Project Lease.
(g)
The estimated total cost of the Improvements to be financed by the proceeds of the Bonds,
plus interest on the Bonds during acquisition, construction and installation of the Improvements, and Costs of
Issuance of the Bonds, will not be less than the original aggregate principal amount of the Bonds.
(h)
After reasonable inquiry and investigation, the Tenant is not aware of (i) any Hazardous
Substances generated from or located on the Project; (ii) any prior use of the Real Property which might
reasonably involve Hazardous Substances; or (iii) any investigations, complaints or inquiries of any kind,
600551.20046\PROJECT LEASE
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93
from any source, concerning Hazardous Substances with respect to the Project or properties adjoining the
Project.
(i)
The Tenant will not use or permit the Project to be used by any other person or entity in any
manner which would involve the generation, storage, disposal or transportation of Hazardous Substances,
except in strict compliance with applicable Environmental Laws.
(j)
the Project.
The proceeds of the Bonds are to be used (i) to acquire, construct, install, equip and furnish
(k)
Subject to the provisions of Section 10.2, all Improvements and machinery and equipment
comprising the Project will be located and maintained entirely and exclusively on the Real Property to and
until the principal of, redemption premium, if any, and interest on the Bonds have been satisfied in full.
Representations and Covenants by the Issuer.
The Issuer represents, covenants and warrants, to the best of its knowledge and belief, as follows:
(a)
It is a municipal corporation duly incorporated and existing as a city of the first class under
the constitution and laws of the State. Under the provisions of the Act and the Ordinance, the Issuer has the
power to enter into and perform the transactions contemplated by this Project Lease and the Indenture and to
carry out its obligations hereunder and thereunder.
(b)
It has not, in whole or in part, assigned, leased, hypothecated or otherwise created any other
interest in, or disposed of, or caused or permitted any lien, claim or encumbrance to be placed against, the
Project, except for this Project Lease, the assignment of this Project Lease to the Trustee, any Permitted
Encumbrances, any Impositions, and the pledge of the Project pursuant to the Indenture.
(c)
Except as otherwise provided herein or in the Indenture, it will not during the Term, in whole
or in part, assign, lease, hypothecate or otherwise create any other interest in, or dispose of, or cause or permit
any lien, claim or encumbrance to be placed against, the Project, except Permitted Encumbrances, this Project
Lease, any Impositions and the pledge of the Project pursuant to the Indenture.
(d)
It has pledged the Project and the net rentals therefrom generated under this Project Lease to
payment of the Bonds in the manner prescribed by the Act, and has duly authorized the execution and delivery
of this Project Lease and the Indenture and the issuance, sale and delivery of the Bonds.
(e)
It has notified or obtained the consent to and/or approval of the issuance of the Bonds by
each municipal corporation and political subdivision, the notification, consent or approval of which is required
by the provisions of the Act.
ARTICLE II
Granting of Leasehold.
The Issuer by these presents hereby rents, leases and lets the Project unto the Tenant and the Tenant hereby
rents, leases and hires the Project for the Term from the Issuer, for the rentals and upon and subject to the
terms and conditions hereinafter set forth.
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94
ARTICLE III
Basic Rent.
The Issuer reserves and the Tenant covenants and agrees to pay Basic Rent to the Trustee, as assignee of the
Issuer, for the account of the Issuer, for deposit in the Debt Service Fund, on each Basic Rent Payment Date.
Basic Rent shall be payable at the principal office of the Trustee on each Basic Rent Payment Date.
Additional Rent.
Within 30 days after receipt of written notice thereof, the Tenant shall pay any Additional Rent required to be
paid pursuant to this Project Lease not already paid.
Rent Payable Without Abatement or Setoff.
The Tenant covenants and agrees with and for the express benefit of the Issuer and the Owner that all payments
of Basic Rent and Additional Rent shall be made by the Tenant as the same become due, and that the Tenant
shall perform all of its obligations, covenants and agreements hereunder without notice or demand and without
abatement, deduction, setoff, counterclaim, recoupment or defense or any right of termination or cancellation
arising from any circumstance whatsoever, whether now existing or hereafter arising, and irrespective of
whether the Improvements shall have been acquired, started or completed, or whether the Issuer's interest in
the Project or any part thereof is defective or non-existent, and notwithstanding any failure of consideration
or commercial frustration of purpose, the eviction or constructive eviction of the Tenant or any subtenant, any
Change of Circumstances, any change in the tax or other laws of the United States of America, the State, or
any political subdivision of either, any change in the Issuer's legal organization or status, or any default of the
Issuer hereunder, and regardless of the invalidity of any action of the Issuer or any other event or condition
whatsoever, and regardless of the invalidity of any portion of this Project Lease, and the Tenant hereby waives
the provisions of any statute or other law now or hereafter in effect contrary to any of its obligations, covenants
or agreements under this Project Lease or which releases or purports to release the Tenant therefrom. Nothing
in this Project Lease shall be construed as a waiver by the Tenant of any rights or claims the Tenant may have
against the Issuer under this Project Lease or otherwise, but any recovery upon such rights and claims shall
be had from the Issuer separately, it being the intent of this Project Lease that the Tenant shall be
unconditionally and absolutely obligated to perform fully all of its obligations, agreements and covenants
under this Project Lease (including the obligation to pay Basic Rent and Additional Rent) for the benefit of
the Owner.
Prepayment of Basic Rent.
The Tenant may at any time prepay all or any part of the Basic Rent. Prepayments of Basic Rent will be
applied to redemption of the Bonds (other than mandatory sinking fund redemption), including payment of
redemption premium, as directed in writing by the Tenant, to the extent that Bonds are subject to optional
redemption at the time of prepayment. Otherwise, prepayments of Basic Rent will be deposited in the Debt
Service Fund to be applied to purchase of Bonds as provided in the Indenture, or to optional redemption of
Bonds (including redemption premium and interest) at the earliest date on which Bonds are subject to optional
redemption.
Deposit of Rent by the Trustee.
As assignee of the Issuer's rights hereunder, the Trustee shall deposit, use and apply all payments of Basic
Rent and Additional Rent in accordance with the provisions of this Project Lease and the Indenture.
Acquisition of Bonds.
If the Tenant acquires any or all of the Outstanding Bonds, it may present the certificate(s) representing such
part of the Bonds to the Trustee for cancellation, and upon such cancellation, the Tenant's obligation to pay
Basic Rent shall be reduced or terminated, as the case may be, in the same manner as provided for prepayments
by the Tenant of Basic Rent. In no event, however, shall the Tenant's obligation to pay Basic Rent be reduced
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in such a manner that the Trustee shall not have on deposit in the Debt Service Fund, on the next succeeding
Payment Date, funds sufficient to pay the maturing principal of, redemption premium, if any, and interest on
Outstanding Bonds as and when the same shall become due and according to the terms of the Bonds; except
in the case when Tenant owns and surrenders all of the Outstanding Bonds.
ARTICLE IV
Disposition of Original Proceeds; Project Fund.
Except as otherwise provided below, the Original Proceeds shall be paid over to the Trustee for the account
of the Issuer and applied as set forth in Section 5.02 of the Indenture. Notwithstanding any statement set forth
in this Project Lease or in the Indenture to the contrary, in the event Tenant has completed the Project prior to
the Issue Date with its own funds, then Tenant shall not be required to deposit the Original Proceeds with the
Trustee. In such an event, the Tenant shall certify to the Issuer and Trustee that the Project has been completed
and paid in full, whereupon the Issuer and Trustee shall deliver the Bonds to the Tenant on the Issue Date.
ARTICLE V
Acquisition of Interest in Real Property and Improvements.
The Tenant shall prior to or concurrently with the issuance of the Bonds, execute and deliver the Site Lease
under which the Tenant shall lease to the Issuer, subject to Permitted Encumbrances, the Real Property and
the Existing Facilities as described in Schedule I, and such of the Improvements as are then completed,
installed or in progress. The Tenant shall also concurrently with delivery of the Site Lease make provisions
for the discharge or subordination to the interests acquired by the Issuer of any liens or encumbrances incurred
by it in connection with the construction, installation or development of the Improvements, other than
Permitted Encumbrances.
Project Contracts.
Prior to the delivery of this Project Lease, the Tenant may have entered into a contract or contracts with respect
to the acquisition and/or construction of the Improvements. Those contracts, and any such contracts entered
into by the Tenant or the Issuer after delivery of this Project Lease, are hereinafter referred to as the "Project
Contracts." Prior to the delivery hereof, work has been or may have been performed on the Improvements
pursuant to the Project Contracts or otherwise. The Tenant hereby covenants with the Issuer to perform the
Project Contracts for the benefit of the Issuer as its own benefit as tenant under this Project Lease, and the
Issuer hereby designates the Tenant as the Issuer's agent for the purpose of executing and performing the
Project Contracts. After the execution hereof, the Tenant shall cause the Project Contracts to be fully
performed by the contractor(s), subcontractor(s) and supplier(s) thereunder in accordance with the terms
thereof, and the Tenant covenants to cause the Improvements to be acquired, constructed, installed and/or
completed in accordance with the Project Contracts. The Tenant warrants that the construction and/or
acquisition of the Improvements in accordance with the Project Contracts will result in the Project being
suitable for use by the Tenant as a manufacturing facility. Any and all amounts received by the Issuer, the
Trustee or the Tenant from any of the contractors or other suppliers by way of breach of contract, refunds or
adjustments shall become a part of and be deposited in the Project Fund. The Trustee may, at its option,
appoint an agent to review the Project Contracts, and make periodic inspections of the Improvements during
construction to determine the satisfactory progress and completion of the work. The reasonable fees and
expenses of such agent shall be paid by the Tenant as Additional Rent.
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Payment of Project Costs for Buildings and Improvements.
The Issuer hereby agrees to pay for the acquisition or construction of the Improvements or any repairs or
replacements to be made pursuant to Article XVIII of this Project Lease, but solely from Original Proceeds of
the Bonds (or Net Proceeds, as applicable) as deposited in the Project Fund, and hereby authorizes and directs
the Trustee to pay for the same, but solely from the Project Fund, from time to time, after issuance of the
Bonds while the Tenant is in compliance with the requirements of Section 6.1 hereof, upon receipt by the
Trustee of a requisition certificate signed by the Authorized Tenant Representative in the form set forth as
Appendix A hereto, which is incorporated herein by reference. With regard to materials and/or labor furnished
to the Project at the order of the Tenant without formal contract, or by subcontract with the Tenant acting as
general contractor, which could form the basis of a statutory mechanic's or subcontractor's lien, the Trustee
may disburse payment therefor only upon receipt of releases or waivers of statutory mechanic's or
subcontractor's liens by all vendors or subcontractors receiving payment or furnishing labor or materials as a
subcontractor of the vendor or subcontractor receiving payment.
The sole obligation of the Issuer under this paragraph shall be to cause the Trustee to make such
disbursements upon receipt of such certificates and releases or waivers. The Trustee may rely fully on any
such certificates and shall not be required to make any investigation in connection therewith, except that the
Trustee shall investigate requests for reimbursements directly to the Tenant and shall require such supporting
evidence as would be required by a reasonable and prudent fiduciary.
Payment of Project Costs for Machinery and Equipment.
The Issuer hereby agrees to pay for the purchase and acquisition of any machinery and equipment constituting
a part of the Improvements, but solely from the Project Fund, from time to time, upon receipt by the Trustee
of a certificate signed by the Authorized Tenant Representative in the form provided by Appendix A hereto,
which is incorporated herein by reference.
The sole obligation of the Issuer under this Section shall be to cause the Trustee to make such disbursements
upon receipt of the certificates and proof of mechanic's or subcontractor's lien waiver or release, if the item is
to become a fixture on the Real Property. The Trustee may rely fully on any such certificate and supporting
documentation and shall not be required to make any independent investigation in connection therewith. All
machinery, equipment and/or personal property acquired, in whole or in part, from funds deposited in the
Project Fund pursuant to this Section will be considered a part of the Project. With respect to items of
machinery and equipment constituting a part of the Improvements, the Tenant shall maintain a running master
list of such machinery and equipment, and within 30 days after the Completion Date, the Tenant shall prepare
an accurate detailed final list of machinery and equipment constituting a part of the Improvements (but not
installed as fixtures therein or thereon), which list shall be filed with the Trustee, and shall constitute a part of
this Project Lease by reference. All machinery and equipment constituting a part of the Improvements shall
be appropriately identified by separate schedule or other means acceptable to the Trustee.
Completion of Project.
The Tenant warrants that the Project, when completed, will be occupied and used by the Tenant for its lawful
business purposes. The Tenant covenants and agrees to proceed diligently to complete or acquire the
Improvements as promptly as possible. The Tenant will draw the entire authorized principal amount of the
Bonds on or before the Completion Date. Upon completion of the Improvements, the Tenant shall cause the
Authorized Tenant Representative to deliver a Certificate of Completion, in the form substantially as attached
hereto as Appendix B, to the Trustee. In the event funds remain on hand in the Project Fund on the date the
Certificate of Completion is furnished to the Trustee, such remaining funds shall be transferred by the Trustee
to the Debt Service Fund on the Completion Date and shall be applied in accordance with the provisions of
the Indenture.
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Deficiency of Project Fund.
If Bond Proceeds in the Project Fund are insufficient to pay fully all Project Costs (including reimbursements
to the Tenant for Project Costs advanced by the Tenant prior to issuance of the Bonds) and to fully complete
the Improvements, lien-free (except for Permitted Encumbrances), the Tenant covenants to pay the full
amount of any such deficiency by making payments directly to the contractors and to the suppliers of
materials, machinery, equipment, property and services as the same become due, and the Tenant shall save
the Issuer and the Trustee whole and harmless from any obligation to pay such deficiency.
Right of Entry by the Issuer and the Trustee.
The duly authorized agents of the Issuer and/or the Trustee shall have the right (but shall not be required) at
any reasonable time and upon reasonable notice to the Tenant prior to the completion of the Improvements to
have access to the Project or any part thereof for the purpose of inspecting the acquisition, installation or
construction thereof.
Machinery and Equipment Purchased by the Tenant.
If no part of the purchase price of an item of machinery, equipment or personal property is paid from Original
Proceeds deposited in the Project Fund pursuant to the terms of this Project Lease, then such item of
machinery, equipment or personal property will not be considered a part of the Project.
Issuer’s Leasehold Interest in Improvements.
All Improvements, all work and materials on Improvements as such work progresses, any Project Additions,
anything under this Lease which becomes, is deemed to be, or constitutes a part of the Project, and the Project
as fully completed, repaired, rebuilt, rearranged, restored or replaced by the Tenant under the provisions of
this Lease, except as otherwise specifically provided herein, shall immediately when erected or installed be
included in the Site Lease to the Issuer.
Kansas Retailers' Sales Tax.
The parties have entered into this Project Lease in contemplation that, under the existing provisions of K.S.A.
79-3606, subsections (b) and (d) and other applicable laws, sales of tangible personal property or services
purchased in connection with construction of the Improvements are entitled to exemption from the tax
imposed by the Kansas Retailers' Sales Tax Act. The parties agree that the Issuer shall, upon the request of
and with the Tenant's assistance, promptly obtain from the State and furnish to the contractors and suppliers
a project exemption certificate for the construction of the Improvements. The Tenant covenants that the
exemption certificate will be used only in connection with the purchase of tangible personal property or
services becoming a part of the Project. The Issuer shall not be responsible for any failure on the part of the
State to issue such project exemption certificate.
ARTICLE VI
Insurance Requirements.
Tenant agrees to maintain the following policies of insurance in full force and effect:
(a)
General accident and public liability insurance covering the Tenant's operations in or upon
the Project (including coverage for losses arising from the ownership, maintenance, use or operation of any
automobile, truck or other vehicle in or upon the Project) under which the Tenant shall be insured and the
Issuer and the Trustee shall be additional insureds or mortgagees, as their interests in the Project appear, in an
amount not less than the then maximum liability of a governmental entity for claims arising out of a single
occurrence as provided by the Kansas tort claims act or other similar future law (currently $500,000 per
occurrence); which policy shall provide that such insurance may not be canceled by the issuer thereof without
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at least 30 days' advance written notice to the Issuer, the Tenant and the Trustee, such insurance to be
maintained throughout the Term of this Project Lease;
(b)
Statutory workers' compensation insurance; and
(c)
With regard to new buildings and improvements constituting a part of the Improvements,
insurance insuring the Improvements while under construction against fire, lightning and all other risks
covered by the broadest form extended coverage endorsement then and from time to time thereafter in use in
the State to the Full Insurable Value of such Improvements. Such insurance coverage shall name the Tenant
as insured and the Issuer and the Trustee as additional insureds or mortgagees and loss payees, as their
respective interests appear.
Section 6.2. General Insurance Provisions.
(a)
Within 30 days of renewal dates of expiring policies, certificates of the insurance provided
for in this Article shall be delivered by the Tenant to the Trustee. All policies of such insurance and all
renewals thereof shall name the Tenant as insured and the Issuer and the Trustee as additional insureds or
mortgagees and loss payees as their respective interests may appear, shall contain a provision that such
insurance may not be canceled or amended by the issuer thereof without at least 30 days' written notice to the
Issuer, the Tenant and the Trustee and shall be payable to the Issuer, the Tenant and the Trustee as their
respective interests appear. The Issuer and the Tenant each hereby agree to do anything necessary, be it the
endorsement of checks or otherwise, to cause any payment of insurance proceeds to be made to the Trustee,
as long as such payment is required by this Project Lease to be made to the Trustee. Any charges made by
the Trustee for its services in connection with insurance payments shall be paid by the Tenant.
(b)
Each policy of insurance hereinabove referred to shall be issued by a nationally recognized
responsible insurance company authorized under the laws of the State to assume the risks covered therein,
except that the Tenant may be self-insured as to any required insurance coverages under a program of selfinsurance approved by the State Commissioner of Insurance or other applicable State regulatory authority.
(c)
Certificates of insurance evidencing the insurance coverages herein required shall be filed
with the Trustee continuously during the Term of this Project Lease.
(d)
Each policy of insurance hereinabove referred to may be subject to a reasonable deductible
or self-insured retention.
(e)
Each policy of insurance required herein may be provided through blanket policies
maintained by the Tenant.
(f)
Anything in this Project Lease to the contrary notwithstanding, the Tenant shall be liable to
the Issuer and the Trustee pursuant to the provisions of this Project Lease or otherwise, as to any loss or
damage which may have been occasioned by the negligence of the Tenant, its agents, licensees, contractors,
invitees or employees.
Evidence of Title.
The Tenant shall furnish Owner's Title Evidence in the form of a policy of owner's or lender's title insurance,
insuring the Tenant's fee simple title to the Real Property, as of the Issue Date, subject to Permitted
Encumbrances. Such evidence of title shall contain no exceptions, other than the title insurance company's
standard printed exceptions, Permitted Encumbrances, and the encumbrance created by the Site Lease and
this Project Lease. If the Tenant is the sole Owner, in lieu of providing a policy of owner's or lender's title
insurance as of the Issue Date, the Tenant may furnish evidence of the Tenant's fee simple title to the Real
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Property in the form of a copy of a policy of owner's title insurance, a copy of a loan policy of title insurance
or a certificate of owner's title, evidencing the Tenant's fee simple title to the Real Property, subject to
Permitted Encumbrances.
ARTICLE VII
Impositions.
The Tenant shall, during the Term of this Project Lease, bear, pay and discharge, before the delinquency
thereof, any and all Impositions. In the event any Impositions may be lawfully paid in installments, the Tenant
shall be required to pay only such installments thereof as become due and payable during the Term of this
Project Lease as and when the same become due and payable.
Receipted Statements.
Unless the Tenant exercises its right to contest any Impositions in accordance with Section 7.3 hereof, the
Tenant shall, within 30 days after the last day for payment without penalty or interest of an Imposition which
the Tenant is required to bear, pay and discharge pursuant to the terms hereof, deliver to the Trustee a copy of
the statement issued therefor duly receipted to show the payment thereof.
Contest of Impositions.
The Tenant shall have the right, in its own or the Issuer's name or both, to contest the validity or amount of
any Imposition by appropriate legal proceedings instituted before the Imposition complained of becomes
delinquent if, and provided, the Tenant (i) before instituting any such contest, shall give the Issuer and the
Trustee written notice of its intention to do so and, if requested in writing by the Issuer or the Trustee, shall
deposit with the Trustee a surety bond of a surety company acceptable to the Issuer as surety, in favor of the
Issuer and the Trustee, as their interests may appear, or cash, in a sum of at least the amount of the Imposition
so contested, assuring the payment of such contested Impositions together with all interest and penalties to
accrue thereon and court costs, (ii) diligently prosecutes any such contest and at all times effectively stays or
prevents any official or judicial sale therefor, under execution or otherwise, and (iii) promptly pays any final
judgment enforcing the Imposition so contested and thereafter promptly procures record release or satisfaction
thereof. The Tenant shall indemnify and hold the Issuer whole and harmless from any costs and expenses the
Issuer may incur related to any such contest.
Ad Valorem Taxes.
The parties acknowledge that under the existing provisions of K.S.A. 79-201a, as amended, the property
acquired, constructed or purchased with the proceeds of the Bonds (except such property used for retail uses)
is eligible to receive exemption from ad valorem taxation for a period up to 6 calendar years after the calendar
year in which the Bonds are issued, provided the Issuer has complied with notice, hearing and procedural
requirements established by law, and proper application has been made; and further provided that no
exemption may be granted from the ad valorem property tax levied by a school district pursuant to the
provisions of K.S.A. 72-53,113, and amendments thereto; (b) for the uses restricted pursuant to the provisions
of K.S.A. 79-201a, Second and Twenty-Fourth; and (c) for real estate on which the Project is located. The
Issuer represents that such notice, hearing and procedural requirements will have been complied with at the
Issue Date. The Issuer will, at the Tenant's request, with information furnished by Tenant and the Trustee,
make all necessary filings regarding the application for ad valorem tax exemption for the full 6-year period in
the calendar year following the calendar year in which the Bonds were issued, and will renew the application
from time to time and take any other action as may be necessary to maintain such ad valorem tax exemption
in full force and effect, in accordance with K.S.A. 79-201a, 79-210 et seq. and the requirements of the State
Board of Tax Appeals. If it becomes necessary to litigate the issue of availability or applicability of the ad
valorem tax exemption, the Issuer will cooperate fully with Tenant in pursuing such litigation, but all litigation
costs and reasonable attorneys' fees must be paid by Tenant, either directly or as Additional Rent.
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ARTICLE VIII
Use of Project.
Subject to the provisions of this Project Lease, the Tenant shall have the right to use the Project for any and
all purposes allowed by law and contemplated by the constitution of the State and the Act. The Tenant shall
comply in all material respects with all statutes, laws, ordinances, orders, judgments, decrees, regulations,
directions and requirements of all federal, state, local and other governments or governmental authorities, now
or hereafter applicable to the Project or to any adjoining public ways, as to the manner of use or the condition
of the Project or of adjoining public ways. The Tenant shall comply with the mandatory requirements, rules
and regulations of all insurers under the policies required to be carried under the provisions of this Project
Lease. The Tenant shall pay all costs, expenses, claims, fines, penalties and damages that may in any manner
arise out of, or be imposed as a result of, the failure of the Tenant to comply with the provisions of this Article.
Section 8.2. Environmental Provisions.
(a)
The Tenant hereby covenants that it will not cause or permit any Hazardous Substances (as
defined herein) to be placed, held, located or disposed of, on, under or at the Real Property or the Project,
other than in the ordinary course of business and in compliance with all applicable Environmental Laws.
(b)
In furtherance and not in limitation of any indemnity elsewhere provided to the Issuer
hereunder and in the Indenture, the Tenant hereby agrees to indemnify and hold harmless the Issuer, the
Trustee and the Owner from time to time from and against any and all losses, liabilities, including strict
liability, damages, injuries, expenses, including reasonable attorneys' fees, costs of any settlement or
judgment, costs of investigation, consultants, testing, sampling, cleanup, or defense, and claims of any and
every kind paid, incurred or suffered, with respect to, or as a direct or indirect result of, the actual or alleged
presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release
from the Real Property or the Project of any Hazardous Substance (including, without limitation, any losses,
liabilities, reasonable attorneys' fees, costs of any settlement or judgment or claims asserted or arising under
any federal, state or local Environmental Law or so-called "Superfund" or "Super lien" law, or any other
applicable Environmental Law, rule, regulation, order or decree regulating, relating to or imposing liability,
including strict liability, or standard of conduct concerning, any Hazardous Substance) regardless of whether
or not caused by or within the control of the Tenant.
(c)
If the Tenant receives any notice of (i) the happening of any event involving the use, other
than in the ordinary course of business and in compliance with all applicable Environmental Laws, spill,
release, leak, seepage, discharge or cleanup of any Hazardous Substance on the Real Property or the Project
or in connection with the Tenant's operations thereon or (ii) any complaint, order, citation or notice with regard
to air emissions, water discharges or any other environmental, health or safety matter affecting the Tenant (an
"Environmental Complaint") from any person (including, without limitation, the United States Environmental
Protection Agency (the "EPA") and the Kansas Department of Health and Environment ("KDHE")) then the
Tenant shall immediately notify the Issuer and the Trustee in writing. With respect to any such notice that
relates to a condition or conditions on the Project site, the Tenant shall promptly initiate action to remediate
the conditions cited in the notice, and shall diligently pursue such remediation at its expense to the satisfaction
of the city authority.
(d)
If the Tenant fails to initiate action to remediate as required in subsection (c) of this section,
or otherwise fails to discharge its obligations under this Section 8.2, the Issuer shall have the right, but not the
obligation, and without limitation of the Issuer's other rights under this Project Lease, to enter the Project or
to take such actions as it may deem necessary or advisable to inspect, clean up, remove, resolve or minimize
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the impact of, or to otherwise deal with, any Hazardous Substance or Environmental Complaint following
receipt of any notice asserting the existence on the Project of any Hazardous Substance or an Environmental
Complaint pertaining to the Project or any part thereof which, if true, could result in an order, suit or other
action against the Tenant and/or which, in the reasonable judgment of the Issuer, could jeopardize its interests
under this Project Lease. All reasonable costs and expenses incurred by the Issuer in the exercise of any such
rights shall be payable by the Tenant as Additional Rent on demand, and if not so paid, shall bear interest until
paid at the average rate of interest on the Bonds plus 200 basis points.
(e)
If an Event of Default shall have occurred and is continuing, at the request of the Issuer or
the Trustee, the Tenant shall periodically perform (at the Tenant's expense) an environmental audit and, if
reasonably deemed necessary by the Issuer or the Trustee, an Environmental Assessment, (each of which must
be reasonably satisfactory to the Issuer and the Trustee) of the Project, or the hazardous waste management
practices and/or hazardous waste disposal sites used by the Tenant with respect to the Project. The audit
and/or Environmental Assessment shall be conducted by an environmental consultant satisfactory to the Issuer
and the Trustee. Should the Tenant fail to perform any environmental audit or risk assessment within 30 days
of the written request of the Issuer or the Trustee, either shall have the right, but not the obligation, to retain
an environmental consultant to perform any such environmental audit or risk assessment. All costs and
expenses incurred by the Issuer or the Trustee in the exercise of such rights shall be payable by the Tenant as
Additional Rent on demand, and if not so paid, shall bear interest until paid at the average rate of interest on
the Bonds plus 200 basis points.
(f)
The Tenant shall not install nor permit to be installed in the Project friable asbestos or any
substance containing asbestos and deemed hazardous by Environmental Law applicable to the Project and
respecting such material, and with respect to any such material currently present in the Project, shall promptly
either (i) remove any material which such applicable regulations deem hazardous and require to be removed
or (ii) otherwise comply with such applicable Environmental Law, at the Tenant's expense. If the Tenant shall
fail to so remove or otherwise comply, the Issuer may declare an Event of Default and/or do whatever is
necessary to eliminate the substances from the Project or otherwise comply with the applicable Environmental
Law or order, and the costs thereof shall be payable by the Tenant on demand, and if not so paid, shall bear
interest until paid at the average rate of interest on the Bonds plus 200 basis points. The Tenant shall defend,
indemnify, and save the Issuer, the Trustee and the Owner harmless from all costs and expenses (including
consequential damages) asserted or proven against the Tenant, or incurred to comply with such regulations.
(g)
The provisions of this Section 8.2 shall survive the termination of this Project Lease or
exercise of the Tenant's option to purchase the Project, except with respect to obligations which arise solely
and exclusively as a result of the use, spill, release, leak, seepage or discharge of Hazardous Substances on
the Real Property or the Project after the Project is no longer occupied by the Tenant.
ARTICLE IX
Sublease by the Tenant.
The Tenant may sublease the Project to a single party or entity, with the prior written consent of the Issuer.
The Tenant may sublease portions of the Project for use by others in the normal course of its business without
the Issuer's prior consent or approval. In the event of any such subleasing, the Tenant shall remain fully liable
for the performance of its duties and obligations hereunder, and no such subleasing and no dealings or
transactions between the Issuer or the Trustee and any such subtenant shall relieve the Tenant of any of its
duties and obligations hereunder. Any such sublease shall be subject and subordinate in all respects to the
provisions of this Project Lease. The Sublease with the Subtenant is hereby approved.
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Assignment by the Tenant.
The Tenant may assign, mortgage, sell, or otherwise transfer its interest in this Project Lease only with the
prior written consent of the Issuer. In the event of any such assignment, the Tenant shall remain fully liable
for the performance of its duties and obligations hereunder, except to the extent hereinafter provided, and no
such assignment and no dealings or transactions between the Issuer or the Trustee and any such assignee shall
relieve the Tenant of any of its duties and obligations hereunder, except as may be otherwise provided in the
following Section.
Release of the Tenant.
If, in connection with an assignment by the Tenant of its interest in this Project Lease, (a) the Issuer and the
Owners of at least seventy-five percent (75%) in aggregate principal amount of the Outstanding Bonds
(including any Additional Bonds) shall file with the Trustee their prior written consent to such assignment,
and (b) the proposed assignee shall expressly assume and agree to perform all of the obligations of the Tenant
under this Project Lease with regard to the Bonds, then the Tenant shall be fully released from all obligations
accruing hereunder after the date of such assignment.
Mergers and Consolidations.
Notwithstanding the provisions of Sections 9.2 and 9.3 above, if the Tenant shall assign or transfer, by
operation of law or otherwise, its interests in this Project Lease in connection with a transaction involving the
merger or consolidation of the Tenant with or into, or a sale, lease or other disposition of all or substantially
all of the property of the Tenant as an entirety to another person, association, corporation or other entity, and
(a) the Issuer shall file with the Trustee its prior written consent to such assignment, transfer or merger, (b) the
proposed assignee, transferee or surviving entity shall expressly assume and agree to perform all of the
obligations of the Tenant under this Project Lease with regard to the Bonds, and (c) the Tenant shall furnish
the Trustee and the Issuer with evidence in the form of financial statements accompanied by a proforma
balance sheet prepared by an independent certified public accountant of recognized standing showing that the
net worth of such proposed assignee, transferee or surviving entity immediately following such assignment,
transfer or merger will be at least equal to the net worth of the Tenant as shown by the most recent financial
statements of the Tenant furnished to the Trustee pursuant to this Project Lease; then and in such event the
Tenant shall be fully released from all obligations accruing hereunder after the date of such assignment,
transfer or merger.
Bulk Sales.
Notwithstanding the provisions of Sections 9.2 and 9.3 above, if the Tenant shall assign or transfer, by
operation of law or otherwise, its interests in this Project Lease in connection with a transaction involving a
sale, lease or other disposition of all or substantially all of the property of the Tenant as an entirety to another
person, association, corporation or other entity, and (l) the Issuer shall file with the Trustee its prior written
consent to such assignment or transfer, (2) the proposed assignee or transferee shall expressly assume and
agree to perform all of the obligations of the Tenant under this Project Lease, (3) the Tenant shall furnish the
Trustee and the Issuer with evidence in the form of financial statements accompanied by the certificate of an
independent certified public accountant of recognized standing establishing that the net worth of such
proposed assignee, transferee or surviving corporation immediately following such assignment or transfer will
be at least equal to the net worth of the Tenant as shown by the most recent financial statement of the Tenant
furnished to the Trustee pursuant to this Project Lease; then and in such event the Tenant shall be fully released
from all obligations accruing hereunder after the date of such assignment or transfer.
Covenant Against Other Assignments.
The Tenant will not assign or in any manner transfer its interests under this Project Lease, nor will it suffer or
permit any assignment thereof by operation of law, except in accordance with the limitations, conditions and
requirements set forth in this Article IX.
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Repairs and Maintenance.
The Tenant covenants and agrees that it will, during the Term of this Project Lease, at its own expense, keep
and maintain the Project and all parts thereof in good condition and repair (ordinary wear and tear excepted),
including but not limited to the furnishing of all parts, mechanisms and devices required to keep the
machinery, equipment and personal property constituting a part of the Project in good mechanical and working
order (ordinary wear and tear excepted).
Removal, Disposition and Substitution of Machinery or Equipment.
The Tenant shall have the right, provided the Tenant is not in Default, to remove and sell or otherwise dispose
of any machinery or equipment which constitutes a part of the Project and which is no longer used by the
Tenant or, in the opinion of the Tenant, is no longer useful to the Tenant in its operations (whether by reason
of changed processes, changed techniques, obsolescence, depreciation or otherwise.
All machinery or equipment constituting a part of the Project and removed by the Tenant in
compliance with this Section shall become the absolute property of the Tenant and may be sold or otherwise
disposed of by the Tenant without otherwise accounting to the Issuer. In all cases, the Tenant shall pay all the
costs and expenses of any such removal and shall immediately repair at its expense all damage caused thereby.
The Tenant's rights under this Section to remove machinery or equipment constituting a part of the Project is
intended only to permit the Tenant to maintain an efficient operation by the removal of such machinery and
equipment no longer suitable to the Tenant's use for any of the reasons set forth in this Section and such right
is not to be construed to permit a removal under any other circumstances and shall not be construed to permit
the wholesale removal of such machinery or equipment by the Tenant.
ARTICLE X
Alteration of Project.
The Tenant shall have and is hereby given the right, at its sole cost and expense, to make such additions,
changes and alterations in and to any part of the Project as the Tenant from time to time may deem necessary
or advisable; provided, however, the Tenant shall not make any major addition, change or alteration which
will adversely affect the intended use or structural strength or value of any part of the Improvements. All
additions, changes and alterations made by the Tenant pursuant to the authority of this Article shall (a) be
made in a workmanlike manner and in strict compliance with all laws and ordinances applicable thereto,
(b) when commenced, be prosecuted to completion with due diligence, and (c) when completed, be deemed
a part of the Project; provided, however, additions of machinery, equipment and/or personal property of the
Tenant not purchased or acquired from proceeds of the Bonds and not constituting a part of the Project shall
remain the separate property of the Tenant and may be removed by the Tenant prior to or as provided in
Section 22.1 hereof.
ARTICLE XI
Additional Improvements.
The Tenant shall have and is hereby given the right, at its sole cost and expense, to construct on the Real
Property or within areas occupied by the Improvements, or in airspace above the Project, such additional
buildings and improvements as the Tenant from time to time may deem necessary or advisable. All additional
buildings and improvements constructed by the Tenant pursuant to the authority of this Article shall, during
the Term, remain the property of the Tenant and may be added to, altered or razed and removed by the Tenant
at any time during the Term hereof. The Tenant covenants and agrees (a) to make all repairs and restorations,
if any, required to be made to the Project because of the construction of, addition to, alteration or removal of,
the additional buildings or improvements, (b) to keep and maintain the additional buildings and improvements
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in good condition and repair, ordinary wear and tear excepted, (c) to promptly and with due diligence either
raze and remove from the Real Property, in a good, workmanlike manner, or repair, replace or restore such of
the additional buildings or improvements as may from time to time be damaged by fire or other casualty, and
(d) that all additional buildings and improvements constructed by the Tenant pursuant to this Article which
remain in place after the termination of this Project Lease for any cause other than the purchase of the Project
pursuant to Article XVII hereof shall, upon and in the event of such termination, become the separate and
absolute property of the Issuer.
ARTICLE XII
Securing of Permits and Authorizations.
The Tenant shall not do or permit others under its control to do any work in or in connection with the Project
or related to any repair, rebuilding, restoration, replacement, alteration of or addition to the Project, or any
part thereof, unless all requisite municipal and other governmental permits and authorizations shall have first
been procured and paid for. All such work shall be done in a good and workmanlike manner and in
compliance with all applicable building, zoning and other laws, ordinances, governmental regulations and
requirements and in accordance with the requirements, rules and regulations of all insurers under the policies
required to be carried under the provisions of this Project Lease.
Mechanic's Liens.
The Tenant shall not do or suffer anything to be done whereby the Project, or any part thereof, is encumbered
by any mechanic's or other similar lien. Should any mechanic's or other similar lien ever be filed against the
Project, or any part thereof, the Tenant shall discharge the same of record within 30 days after the date of
filing. Notice is hereby given that the Issuer does not authorize or consent to and shall not be liable for any
labor or materials furnished to the Tenant or anyone claiming by, through or under the Tenant upon credit,
and that no mechanic's or similar liens for any such labor, services or materials shall attach to or affect the
reversionary or other estate of the Issuer in and to the Project, or any part thereof.
Contest of Liens.
The Tenant, notwithstanding the above, shall have the right to contest any such mechanic's or other similar
lien if within the 30-day period stated above it (a) notifies the Issuer and the Trustee in writing of its intention
so to do, and if requested by the Trustee or the Issuer, deposits with the Trustee a surety bond issued by a
surety company acceptable to the Issuer as surety, in favor of the Issuer, or cash, in the amount of the lien
claim so contested, indemnifying and protecting the Issuer from and against any liability, loss, damage, cost
and expense of whatever kind or nature growing out of or in any way connected with the asserted lien and the
contest thereof, (b) diligently prosecutes such contest, at all times effectively staying or preventing any official
or judicial sale of the Project or any part thereof or interest therein, under execution or otherwise, and (c)
promptly pays or otherwise satisfies any final judgment adjudging or enforcing such contested lien claim and
thereafter promptly procures record release or satisfaction thereof.
Utilities.
All utilities and utility services used by the Tenant in, on or about the Project shall be contracted for by the
Tenant in the Tenant's own name and the Tenant shall, at its sole cost and expense, procure any and all permits,
licenses or authorizations necessary for all operations on the Project.
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ARTICLE XIII
Indemnity.
The Tenant agrees, whether or not the transactions contemplated by this Project Lease, the Site Lease, the
Bonds or the Indenture are consummated, to indemnify and hold harmless the Issuer and its officers, directors,
officials, employees and agents, including the Trustee as assignee of the Issuer's rights under this Project
Lease, and the Owner and each of its officers, directors, employees and agents (any or all of the foregoing
referred to hereafter as "Indemnified Persons"), from and against all claims, actions, suits, proceedings,
expenses, judgments, damages, penalties, fines, assessments, liabilities, charges or other costs (including,
without limitation, all attorneys' fees and expenses incurred in connection with enforcing this Project Lease
or collecting any sums due hereunder and any claim or proceeding or any investigations undertaken
hereunder) relating to, resulting from, or in connection with (a) any cause in connection with the Project,
including, without limitation, the acquisition, design, construction, installation, equipping, operating,
maintenance or use thereof; (b) any act or omission of the Tenant or any of its agents, contractors, servants,
employees or licensees in connection with the use or operation of the Project; (c) any cause in connection with
the issuance and sale of the Bonds, (d) a misrepresentation or breach of warranty by the Tenant hereunder or
under any of the documents executed by the Tenant in connection with this Project Lease, or (e) any violation
by the Tenant of any of its covenants hereunder or under any of the other documents executed by the Tenant
in connection with the Bonds or this Project Lease. This indemnity is effective only with respect to any loss
incurred by any Indemnified Person not due to willful misconduct, gross negligence, or bad faith on part of
such Indemnified Person. In case any action or proceeding shall be brought against one or more Indemnified
Person and with respect to which such Indemnified Person may seek indemnity as provided herein, such
Indemnified Person shall promptly notify the Tenant in writing and the Tenant shall promptly assume the
defense thereof, including the employment of counsel reasonable satisfactory to such Indemnified Person or
Indemnified Persons, the payment of all expenses and the right to negotiate and consent to settlement;
provided, however, the failure to notify the Tenant as provided shall not relieve Tenant from any liability or
duty under this Section, so long as Tenant is given reasonable opportunity to defend such claim.
ARTICLE XIV
Access to Project.
The Issuer, for itself and its duly authorized representatives and agents, including the Trustee, reserves the
right to enter the Project at all reasonable times during usual business hours throughout the Term, upon
reasonable notice, for the purpose of (a) examining and inspecting the same, (b) performing such work made
necessary by reason of the Tenant's default under any of the provisions of this Project Lease, and (c) after an
Event of Default, for the purposes of exhibiting the Project to prospective purchasers, lessees or mortgagees.
The Issuer may, during the progress of the work mentioned in (b) above, keep and store on the Project all
necessary materials, supplies and equipment and shall not be liable for inconvenience, annoyances,
disturbances, loss of business or other damage suffered by reason of the performance of any such work or the
storage of such materials, supplies and equipment.
ARTICLE XV
Option to Extend Basic Term.
The Tenant shall have and is hereby given the right and option to extend the Basic Term of this Project Lease
for the Additional Term provided that (a) the Tenant shall give the Issuer written notice of its intention to
exercise the option at least 30 days prior to the expiration of the Basic Term and (b) the Tenant is not in
Default hereunder at the time it gives the Issuer such notice or at the time the Additional Term commences.
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In the event the Tenant exercises such option, the terms, covenants, conditions and provisions set forth in this
Project Lease shall be in full force and effect and binding upon the Issuer and the Tenant during the Additional
Term except that the Basic Rent during any extended term herein provided for shall be the sum of $100.00
per year, payable in advance on the first Business Day of such Additional Term.
ARTICLE XVI
Option to Purchase Improvements.
Subject to the provisions of this Article, the Tenant shall have the right and option to purchase the Issuer's
interest in the Improvements at any time during the Term hereof and for 120 days thereafter. The Tenant shall
exercise its option by giving the Issuer written notice of the Tenant's election to exercise its option and
specifying the date, time and place of closing, which date (the "Release Date") shall neither be earlier than 30
days nor later than 180 days after the notice is given. The Tenant may not, however, exercise such option if
the Tenant is in Default hereunder on the Release Date unless all Defaults are cured upon payment of the
purchase price specified in Section 17.2.
Quality of Title and Purchase Price.
If the notice of election to purchase is given, the Issuer shall assign and release all of its interests in the Project
to the Tenant on the Release Date free and clear of all liens and encumbrances except (a) Permitted
Encumbrances, (b) those to which title was subject on the date of the Site Lease to the Issuer of the Real
Property, or to which title became subject with the Issuer's and Tenant's written consent, or which resulted
from any failure of the Tenant to perform any of its covenants or obligations under this Project Lease, (c) taxes
and assessments, general and special, if any, and (d) the rights of any party having condemned or who is
attempting to condemn title to, or the use for a limited period of, all or any part of the Project, for a price
determined as follows (which the Tenant agrees to pay in cash at the time of delivery of the Issuer's instruments
of release of the Project to the Tenant as hereinafter provided):
(i) The full amount which is required to provide the Issuer and the Trustee with funds
sufficient, in accordance with the provisions of the Indenture, to pay at maturity or to redeem and pay in full
(A) the principal of all of the Outstanding Bonds, (B) all interest due thereon to date of maturity or redemption,
whichever first occurs, and (C) all costs, expenses and premiums incident to the redemption and payment of
the Bonds in full, plus
(ii) $100.00.
In the event the Tenant owns all of the Outstanding Bonds, the Tenant may surrender the Bonds to the Trustee
for cancelation in lieu of paying the full amount set forth in this Section.
Nothing in this Article shall release or discharge the Tenant from its duty or obligation under this Project
Lease to make any payment of Basic Rent or Additional Rent which, in accordance with the terms of this
Project Lease, becomes due and payable prior to the Release Date, or its duty and obligation to fully perform
and observe all covenants and conditions herein stated to be performed and observed by the Tenant prior to
the Release Date.
Closing of Purchase.
On the Release Date, the Issuer shall deliver to the Tenant its release of leases and/or other appropriate
instruments of assignment or release, properly executed and releasing the Improvements to the Tenant free
and clear of all liens and encumbrances except as set forth in the preceding section above, and the Tenant shall
pay the full purchase price for the Project as follows: (a) the amount specified in clause (i) of Section 17.2
shall be paid to the Trustee for deposit in the Debt Service Fund to be used to pay or redeem Bonds and the
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interest thereon as provided in the Indenture, and (b) the amount specified in clause (ii) of Section 17.2 shall
be paid to the Issuer; provided, however, nothing herein shall require the Issuer to deliver its appropriate
instruments of assignment or release to the Tenant until after all duties and obligations of the Tenant under
this Project Lease to the date of such delivery have been fully performed and satisfied or adequate provision
made for such performance and satisfaction. Upon the recording of the Issuer's instruments of assignment or
release, and payment of the purchase price by the Tenant and legal defeasance or cancellation of the Bonds,
this Project Lease will terminate, subject to the provisions of Section 20.2 hereof.
Effect of Failure to Complete Purchase.
If, for any reason, the purchase of the Project by the Tenant pursuant to valid notice of election to purchase is
not effected on the Release Date, this Project Lease shall be and remain in full force and effect according to
its terms as if no notice of election under Section 17.1 had been given. The Issuer and Tenant agree to use all
commercially reasonable efforts to effect the assignment and release as soon as possible.
Application of Condemnation Awards if the Tenant Purchases Project.
The right of the Tenant to exercise its option to purchase the Project under the provisions of this Article shall
remain unimpaired notwithstanding any condemnation of title to, or the use for a limited period of, all or any
part of the Project. If the Tenant shall exercise its option and pay the purchase price as provided in this Article,
all of the condemnation awards received by the Issuer after the payment of the purchase price, less all
attorneys' fees and other expenses and costs incurred by the Issuer in connection with such condemnation,
shall belong and be paid to the Tenant.
Option to Purchase Unimproved Portions of Real Property.
The Tenant shall have the option to purchase at any time and from time to time during the Term any vacant
part or vacant parts of the unimproved Real Property constituting a part of the Project; provided, however, the
Tenant shall furnish the Issuer and the Trustee with a certificate of the Authorized Tenant Representative,
dated not more than thirty (30) days prior to the date of the purchase and stating that, in the opinion of the
Authorized Tenant Representative, (a) the portion of the Real Property with respect to which the option is
exercised is not needed for the operation of the Project, (b) the purchase will not impair the usefulness or
operating efficiency or materially impair the value of the Project and will not destroy or materially impair the
means of ingress thereto and egress therefrom, and (c) the purchase will not materially adversely affect
compliance of the remaining Real Property and any Improvements with applicable zoning laws or regulations.
The Tenant shall exercise this option by giving the Issuer and the Trustee written notice of the Tenant's election
to exercise its option and specifying (i) the legal description of the portion of Real Property to be released,
and (ii) a certificate signed by the chief executive or chief financial officer of the Tenant stating that no event
has occurred and is continuing which, with notice or lapse of time or both, would constitute an Event of
Default. The Tenant may not exercise this option if there has occurred and is continuing any event which,
with notice or lapse of time or both, would constitute an Event of Default at the time the notice is given and
may not purchase the Real Property unless all defaults are cured. The option includes the right to purchase a
perpetual easement for right-of-way to and from the public roadway and the right to purchase such land as is
necessary to assure that there will always be access between the portion of the Real Property purchased
pursuant to these Sections 17.6 through 17.10 and the public roadway.
Quality of Title - Purchase Price.
If the notice of election to purchase is given as provided in Section 17.6, the Issuer shall release its interest in
the real property described in the Tenant's notice to the Tenant on the specified date free and clear of all liens
and encumbrances except (a) Permitted Encumbrances, (b) those to which title was subject on the date of the
Site Lease to the Issuer of the Real Property, or to which title became subject with the Issuer's and Tenant's
written consent, or which resulted from any failure of the Tenant to perform any of its covenants or obligations
under this Project Lease, (c) taxes and assessments, general and special, if any, and (d) the interests of any
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party having condemned or who is attempting to condemn title to, or the use for a limited period of, all or any
part of the real property described in the Tenant's notice.
Closing of Purchase.
The Issuer shall deliver to the Tenant its release of leases and other appropriate instruments of assignment or
release, properly executed and releasing such real property to the Tenant free and clear of all liens and
encumbrances except as stated above, and the Tenant shall pay the Trustee the purchase price for such real
property, and the Trustee will deposit the purchase price in the Debt Service Fund and use the proceeds to
redeem Bonds on any date the Bonds are subject to optional redemption, as provided in the Indenture. Nothing
herein shall require the Issuer to deliver its release of leases to the Tenant until after all duties and obligations
of the Tenant under this Project Lease to the date of such delivery have been fully performed and satisfied.
Effect of Release on Lease.
The exercise by the Tenant of the option granted under these Sections 17.6 to 17.10 and the purchase and
release of a portion of the Real Property constituting a part of the Project pursuant hereto shall in no way
whatsoever affect this Project Lease, and all the terms and provisions shall remain in full force and effect,
including, without limitation, the Tenant's obligations to pay all Basic Rent and Additional Rent.
Effect of Failure to Complete Purchase.
If, for any reason, the purchase by the Tenant of the portion of the real property described in the notice is not
effected on the specified date, this Project Lease shall be and remain in full force and effect according to its
terms the same as though no notice of election to purchase had been given.
ARTICLE XVII
Section 17.1. Damage and Destruction.
(a)
If, during the Term, any Improvements are damaged or destroyed, in whole or in part, by fire
or other casualty, the Tenant shall promptly notify the Issuer and the Trustee in writing as to the nature and
extent of such damage or loss and whether it is practicable and desirable to rebuild, repair, restore or replace
such damage or loss.
(b)
If the Tenant shall determine that such rebuilding, repairing, restoring or replacing is
practicable and desirable, the Tenant shall proceed with and complete with reasonable dispatch such
rebuilding, repairing, restoring or replacing. In such case, any Net Proceeds of property and/or casualty
insurance required by this Project Lease and received with respect to any such damage or loss to the
Improvements shall be paid to the Trustee and shall be deposited in the Project Fund and shall be used and
applied for the purpose of paying the cost of such rebuilding, repairing, restoring or replacing such damage or
loss. Any amount remaining in the Project Fund after such rebuilding, repairing, restoring or replacing shall
be paid to the Tenant.
(c)
If the Tenant shall reasonably determine that rebuilding, repairing, restoring or replacing the
Improvements is not practicable and desirable, any Net Proceeds of property and/or casualty insurance
required by this Project Lease and received with respect to any such damage or loss to the Project shall be
paid into the Debt Service Fund. Such moneys shall be used to redeem Bonds at their earliest optional
redemption date. The Tenant agrees that it shall be reasonable in exercising its judgment pursuant to this
subsection (c).
(d)
The Tenant shall not, by reason of its inability to use all or any part of the Improvements
during any period in which the Improvements are damaged or destroyed, or are being repaired, rebuilt,
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restored or replaced nor by reason of the payment of the costs of such rebuilding, repairing, restoring or
replacing, be entitled to any reimbursement or diminution of the Basic Rent or Additional Rent payable by
the Tenant under this Project Lease nor of any other obligations of the Tenant under this Project Lease except
as expressly provided in this Section.
Section 17.2. Condemnation.
(a)
If, during the Term, title to, or the temporary use of, all or any part of the Project shall be
condemned by any authority exercising the power of eminent domain (other than the Issuer), the Tenant shall,
within 30 days after the date of entry of a final order in any eminent domain proceedings granting
condemnation, notify the Issuer and the Trustee in writing as to the nature and extent of such condemnation
and whether it is practicable and desirable to acquire substitute land or construct substitute Improvements.
(b)
If the Tenant shall determine that such substitution is practicable and desirable, the Tenant
shall proceed with and complete with reasonable dispatch the acquisition or construction of such substitute
Real Property or Improvements. In such case, any Net Proceeds received from any award or awards with
respect to the Project or any part thereof made in such condemnation or eminent domain proceedings shall be
paid to the Trustee for the account of the Tenant and shall be deposited in the Project Fund and shall be used
and applied for the purpose of paying the cost of such substitution. Any amount remaining in the Project Fund
after such acquisition or construction shall be paid to Tenant.
(c)
If the Tenant shall reasonably determine that it is not practicable and desirable to acquire or
construct substitute Improvements, any Net Proceeds of condemnation awards received by the Tenant shall
be paid into the Debt Service Fund. Such moneys shall be used to redeem Bonds at their earliest optional
redemption date. The Tenant agrees that it shall be reasonable in exercising its judgment pursuant to this
subsection.
(d)
The Tenant shall not, by reason of its inability to use all or any part of the Improvements
during any such period of restoration or acquisition nor by reason of the payment of the costs of such
restoration or acquisition, be entitled to any reimbursement or any abatement or diminution of the Basic Rent
or Additional Rent nor of any other obligations hereunder payable by the Tenant under this Project Lease.
(e)
The Issuer shall cooperate fully with the Tenant in the handling and conduct of any
prospective or pending condemnation proceedings with respect to the Project or any part thereof so long as
the Issuer is not the condemning authority. In no event will the Issuer voluntarily settle or consent to the
settlement of any prospective or pending condemnation proceedings with respect to the Project or any part
thereof without the written consent of the Tenant and the Trustee.
Effect of Tenant's Defaults.
Anything in this Article to the contrary notwithstanding, the Issuer and the Trustee shall have the right at any
time and from time to time to withhold payment of all or any part of the Net Proceeds from the Project Fund
attributable to damage, destruction or condemnation of the Project to the Tenant or any third party if an Event
of Default has occurred and is continuing, or the Issuer or the Trustee has given notice to the Tenant of any
Default which, with the passage of time, will become an Event of Default. In the event the Tenant shall cure
any Defaults specified herein, the Trustee shall make payments from the Net Proceeds to the Tenant in
accordance with the provisions of this Article. However, if this Project Lease is terminated or the Issuer or
the Trustee otherwise re-enters and takes possession of the Project without terminating this Project Lease, the
Trustee shall pay all the Net Proceeds held by it into the Debt Service Fund and all rights of the Tenant in and
to such Net Proceeds shall cease.
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ARTICLE XVIII
Change of Circumstances.
If at any time during the Term of this Project Lease, a Change of Circumstances occurs, then the Tenant shall
have the option to: (a) purchase the Project pursuant to Article XVII or (b) terminate this Project Lease by
giving the Issuer notice of such termination within 90 days after the Tenant has actual knowledge of the event
giving rise to such option. The termination of this Project Lease will become effective when all of the Bonds
Outstanding are paid or payment is provided for pursuant to the Indenture.
ARTICLE XIX
Remedies on Default.
Whenever any Event of Default shall have happened and be continuing, the Trustee (acting on behalf of the
Issuer, as assignee of the Issuer’s rights hereunder) may take any legal action, including but not limited to,
one or more of the following remedial actions:
(a)
By written notice to the Tenant upon acceleration of maturity of the Bonds as provided in the
Indenture, the Trustee, acting on behalf of the Issuer, may declare the aggregate amount of all unpaid Basic
Rent or Additional Rent required to be paid by the Tenant to be immediately due and payable under this
Project Lease.
(b)
The Trustee, acting on behalf of the Issuer, may give the Tenant written notice of intention
to terminate this Project Lease on a date not earlier than 30 days after such notice is given and, if all Events
of Default have not then been cured on the date specified, the Tenant's rights to possession of the Project shall
cease, and this Project Lease shall terminate. The Trustee, acting on behalf of the Issuer, may re-enter and
take possession of the Project and pursue all its available remedies, including sale of Issuer's interest in the
Project and judgment against the Tenant for all Basic Rent and Additional Rent then owing, including costs
and attorneys' fees.
(c)
Without terminating this Project Lease, the Trustee, acting on behalf of the Issuer, may
conduct inspections or an Environmental Assessment of the Project. The Issuer or the Trustee, acting on
behalf of the Issuer, may refuse to re-enter or take possession of the Project if it has reasonable cause for such
refusal. "Reasonable cause" shall include the presence on the Project of conditions which are in violation of
any Environmental Law or the existence or threat of a remedial action against the Tenant under any
Environmental Law resulting from conditions on the Project.
(d)
Without terminating the Term, the Trustee, acting on behalf of the Issuer, may relet the
Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions
as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or
taking of possession of the Project shall be construed as an election to terminate this Project Lease, nor relieve
the Tenant of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of
any of its other obligations under this Project Lease, all of which shall survive such re-entry or taking of
possession. The Tenant shall continue to pay the Basic Rent and Additional Rent provided for in this Project
Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any,
of reletting the Project.
(e)
Having elected to reenter or take possession of the Project pursuant to subsection 20.1(c), the
Trustee, acting on behalf of the Issuer, may by notice to the Tenant given at any time thereafter while the
Tenant is in Default in the payment of Basic Rent or Additional Rent or in the performance of any other
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obligation under this Project Lease, elect to terminate this Project Lease in accordance with subsection 20.1(b)
and thereafter proceed to exercise any remedies lawfully available.
(f)
If, in accordance with any of the provisions of this Article, the Issuer shall have the right to
elect to re-enter and take possession of the Project, the Issuer or the Trustee, acting on behalf of the Issuer,
may enter and expel the Tenant and those claiming through or under the Tenant and remove the property and
effects of both or either by all lawful means without being guilty of any manner of trespass and without
prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of contract by the
Tenant.
(g)
Net proceeds of any reletting or sale of the Project shall be deposited in the Debt Service
Fund for application to pay the Bonds and interest thereon. "Net proceeds" shall mean the receipts obtained
from reletting or sale after deducting all expenses incurred in connection with such reletting or sale, including
without limitation, all repossession costs, brokerage commissions, legal fees and expenses, expenses of
employees, alteration costs and expenses of preparation of the Project for reletting or sale.
(h)
The Issuer or the Trustee, acting on behalf of the Issuer, may recover from the Tenant any
attorneys' fees or other expense incurred in exercising any of its remedies under this Project Lease.
Survival of Obligations.
The Tenant covenants and agrees with the Issuer and the Trustee that, until all Bonds and the interest thereon
and redemption premium, if any, are paid in full or provision is made for the payment thereof or cancellation
in accordance with the Indenture, its obligations under this Project Lease shall survive the cancellation and
termination of this Project Lease for any cause and/or sale of the Project, and the Tenant shall be obligated to
pay Basic Rent and Additional Rent (reduced by any net income the Issuer or the Trustee may receive from
the Project after such termination) and perform all other obligations provided for in this Project Lease, all at
the time or times provided in this Project Lease. Notwithstanding any provision of this Project Lease or the
Indenture, the Tenant's obligations under Sections 8.2 and 14.1 hereof shall survive any termination, release
or assignment of this Project Lease, the Indenture and payment or provision for payment of the Bonds.
No Remedy Exclusive.
No remedy herein conferred upon or reserved to the Issuer is intended to be exclusive of any other available
remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every
other remedy given under this Project Lease or now or hereafter existing at law or in equity or by statute,
subject to the provisions of the Indenture. No delay or omission to exercise any right or power accruing upon
any Event of Default shall impair any such right or power, or shall be construed to be a waiver thereof, but
any such right or power may be exercised from time to time and as often as may be deemed expedient. In
order to entitle the Issuer to exercise any remedy reserved to it in this Article, it shall not be necessary to give
any notice, other than notice required herein.
ARTICLE XX
Performance of the Tenant's Obligations by the Issuer.
If the Tenant shall fail to keep or perform any of its obligations as provided in this Project Lease, then the
Issuer may (but shall not be obligated to), upon the continuance of such failure on the Tenant's part for 90
days after notice of such failure is given the Tenant by the Issuer or the Trustee and without waiving or
releasing the Tenant from any obligation hereunder, as an additional but not exclusive remedy, make any such
payment or perform any such obligation, and the Tenant shall reimburse the Issuer for all sums so paid by the
Issuer and all necessary or incidental costs and expenses incurred by the Issuer in performing such obligations
through payment of Additional Rent. If such Additional Rent is not so paid by the Tenant within 10 days of
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demand, the Issuer shall have the same rights and remedies provided for in Article XX in the case of Default
by the Tenant in the payment of Basic Rent.
ARTICLE XXI
Surrender of Possession.
Upon accrual of the Issuer's right of reentry as the result of the Tenant's Default hereunder or upon the
cancellation or termination of this Project Lease by lapse of time or otherwise (other than as a result of the
Tenant's purchase of the Project), the Tenant shall peacefully surrender possession of the Project to the
Trustee, as assignee of the Issuer in good condition and repair, ordinary wear and tear excepted; provided,
however, the Tenant shall have the right, prior to or within 30 Business Days after the termination of this
Project Lease, to remove from on or about the Project the buildings, improvements, machinery, equipment,
personal property, furniture and trade fixtures which the Tenant owns under the provisions of this Project
Lease and are not a part of the Project. All repairs to and restorations of the Project required to be made
because of such removal shall be made by and at the sole cost and expense of the Tenant. All buildings,
improvements, machinery, equipment, personal property, furniture and trade fixtures owned by the Tenant
and which are not so removed from on or about the Project prior to or within 30 Business Days after such
termination of this Project Lease shall become the separate and absolute property of the Issuer.
ARTICLE XXII
Notices.
All notices required or desired to be given hereunder shall be in writing and shall be delivered in person to the
Notice Representative or mailed by registered mail to the Notice Address. All notices given by registered
mail shall be deemed duly delivered three days after they are mailed. When mailed notices are given, the
party giving notice will use reasonable diligence to contact the party being notified by telephone, electronic
mail or facsimile on or before the date such notice is mailed.
ARTICLE XXIII
Triple-Net Lease.
The parties hereto agree that (a) this Project Lease is intended to be a triple-net lease, (b) the payments of
Basic Rent and Additional Rent are designed to provide the Issuer and the Trustee with funds adequate in
amount to pay all principal of and interest on all Bonds as the same become due and payable and to pay and
discharge all of the other duties and requirements set forth herein, and (c) to the extent that the payments of
Basic Rent and Additional Rent are not adequate to provide the Issuer and the Trustee with funds sufficient
for the purposes aforesaid, the Tenant shall be obligated to pay, and it does hereby covenant and agree to pay,
upon demand therefor, as Additional Rent, such further sums of money as may from time to time be required
for such purposes.
Funds Held by the Trustee After Payment of Bonds.
If, after the principal of and interest on all Bonds and all costs incident to the payment of the Bonds have been
paid in full, the Trustee holds unexpended funds received in accordance with the terms hereof, such
unexpended funds shall, except as otherwise provided in this Project Lease and the Indenture and after
payment therefrom to the Issuer of any sums of money then due and owing by the Tenant under the terms of
this Project Lease, be the absolute property of and be paid over to the Tenant.
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ARTICLE XXIV
Rights and Remedies.
The rights and remedies reserved by the Issuer and the Tenant hereunder and those provided by law shall be
construed as cumulative and continuing rights. No one of them shall be exhausted by the exercise thereof on
one or more occasions. The Issuer and the Tenant shall each be entitled to specific performance and injunctive
or other equitable relief for any breach or threatened breach of any of the provisions of this Project Lease,
notwithstanding the availability of an adequate remedy at law, and each party hereby waives the right to raise
such defense in any proceeding in equity.
Waiver of Breach.
No waiver of any breach of any covenant or agreement herein contained shall operate as a waiver of any
subsequent breach of the same covenant or agreement or as a waiver of any breach of any other covenant or
agreement, and in case of a breach by either party of any covenant, agreement or undertaking, the
nondefaulting party may nevertheless accept from the other any payment or payments or performance
hereunder without in any way waiving its right to exercise any of its rights and remedies provided for herein
or otherwise with respect to any such Default which was in existence at the time such payment or payments
or performance were accepted by it.
The Issuer Shall Not Unreasonably Withhold Consents and Approvals.
Wherever in this Project Lease it is provided that the Issuer shall, may or must give its approval or consent,
or execute supplemental agreements, exhibits or schedules, the Issuer shall not unreasonably or arbitrarily
withhold or refuse to give such approvals or consents or refuse to execute such supplemental agreements,
exhibits or schedules.
ARTICLE XXV
The Issuer May Not Release Interest without Tenant Consent.
The Issuer covenants that unless an Event of Default under this Project Lease has occurred and is continuing,
and the remaining Term of this Project Lease has been terminated, it will not, without the Tenant's written
consent, unless required by law, assign, release or encumber its leasehold interest in the Project at any time
during the Term of this Project Lease.
Quiet Enjoyment and Possession.
The Tenant shall enjoy peaceable and quiet possession of the Project as long as no Event of Default has
occurred and is continuing.
Intentionally Omitted.
Issuer's Obligations Limited.
Except as otherwise expressly provided in this Project Lease, no recourse upon any obligation or agreement
contained in this Project Lease or in any Bond or under any judgment obtained against the Issuer, or by the
enforcement of any assessment or by any legal or equitable proceeding by virtue of any constitution or statute
or otherwise under any circumstances, under or independent of the Indenture, shall be had against the Issuer
and its officers, employees and agents.
Notwithstanding anything in this Project Lease to the contrary, it is expressly understood and agreed
by the parties hereto that (a) the Issuer may rely conclusively on the truth and accuracy of any certificate,
opinion, notice or other instrument furnished to the Issuer by the Tenant, an Owner or the Trustee as to the
existence of any fact or state of affairs required to be noticed by the Issuer; (b) the Issuer shall not be under
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any obligation to perform any record-keeping or to provide any legal services, it being understood that such
services shall be performed or provided either by the Tenant, the Trustee or the Owner; and (c) that none of
the provisions of this Project Lease shall require the Issuer to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties or in the exercise of any of its rights or powers
hereunder, unless it shall have first been adequately indemnified to its satisfaction against the costs, expenses
and liability which may be incurred by such action.
Notwithstanding anything in this Project Lease to the contrary, any obligation the Issuer may incur
under this Project Lease or under any instrument or document executed by the Issuer in connection with this
Project Lease that entails the expenditure of any money by the Issuer shall be only a limited obligation of the
Issuer payable solely from the revenues derived by the Issuer under this Project Lease and shall not be, under
any circumstances, a general obligation of the Issuer.
ARTICLE XXVI
Investment Tax Credit; Depreciation.
The Tenant shall be entitled to claim the full benefit of (l) any investment credit against federal or state income
tax allowable with respect to expenditures of the character contemplated hereby under any federal or state
income tax laws now or from time to time hereafter in effect, and (2) any deduction for depreciation with
respect to the Project from federal or state income taxes. The Issuer agrees that it will upon the Tenant's
request execute all such elections, returns or other documents which may be reasonably necessary or required
to more fully assure the availability of such benefits to the Tenant.
ARTICLE XXVII
Amendments.
This Project Lease may be amended, changed or modified in writing in the following manner:
(a)
With respect to an amendment, change or modification which reduces the Basic Rent or
Additional Rent, or any amendment which reduces the percentage of Owners whose consent is required for
any such amendment, change or modification, by an agreement in writing executed by the Issuer and the
Tenant and consented to in writing by the Trustee and by Owners of at least 90% of the aggregate principal
amount of the Bonds then Outstanding;
(b)
With respect to any other amendment, change or modification which will materially
adversely affect the security or rights of the Owners, by an agreement in writing executed by the Issuer and
the Tenant and consented to in writing by the Trustee and by Owners of at least 66-2/3% of the aggregate
principal amount of the Bonds then Outstanding; and
(c)
With respect to all other amendments, changes, or modifications, by an agreement in writing
executed by the Issuer and the Tenant.
At least 30 days prior to the execution of any agreement pursuant to (c) above, the Issuer and the Tenant shall
furnish the Trustee and the Owner with a copy of the amendment, change or modification proposed to be
made.
Granting of Easements.
If no Event of Default under this Project Lease shall have happened and be continuing, the Tenant may, at
any time or times, (a) grant easements, licenses and other rights or privileges in the nature of easements with
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respect to any property included in the Project, free from any rights of the Issuer or the Owner, or (b) release
existing easements, licenses, rights-of-way and other rights or privileges, all with or without consideration
and upon such terms and conditions as the Tenant shall determine, and the Issuer agrees, to the extent that it
may legally do so, that it will execute and deliver any instrument necessary or appropriate to confirm and
grant or release any such easement, license, right-of-way or other right or privilege or any such agreement or
other arrangement, upon receipt by the Issuer of: (i) a copy of the instrument of grant or release or of the
agreement or other arrangement, (ii) a written application signed by the Authorized Tenant Representative
requesting such instrument, and (iii) a certificate executed by the Tenant stating (A) that such grant or release
is not detrimental to the proper conduct of the business of the Tenant, and (B) that such grant or release will
not impair the effective use or interfere with the efficient and economical operation of the Project and will not
materially adversely affect the security of the Owner. Any consideration received by the Tenant for the grant
or release must be paid to the Trustee to be deposited in the Debt Service Fund and used to redeem Bonds at
the earliest practicable date, at their principal amount, plus accrued interest, without premium. If the
instrument of grant shall so provide, any such easement or right and the rights of such other parties thereunder
shall be superior to the rights of the Issuer and the Owner and shall not be affected by any termination of this
Project Lease or default on the part of the Tenant hereunder. If no Event of Default shall have happened and
be continuing, any payments or other consideration received by the Tenant for any such grant or with respect
to or under any such agreement or other arrangement shall be and remain the property of the Tenant, but, in
the event of the termination of this Project Lease because of an Event of Default, all rights then existing of the
Tenant with respect to or under such grant shall inure to the benefit of and be exercisable by the Issuer.
Security Interests.
(a)
The Issuer and the Tenant agree to execute and deliver any instruments (including financing
statements and statements of continuation thereof) necessary for perfection of and continuance of the security
interest of the Issuer in and to the Project. The Tenant hereby authorizes the Issuer to file or cause to be filed
all such instruments required to be so filed and the Trustee to continue or cause to be continued the filings or
liens of such instruments for so long as the Bonds shall be Outstanding.
(b)
Under the Indenture, the Issuer will, as additional security for the Bonds assign, transfer,
pledge and grant a security interest in its rights under this Project Lease to the Trustee. The Issuer hereby
authorizes the Trustee to file financing statements or any other instruments necessary to perfect its security
interest. The Trustee is hereby given the right to enforce, either jointly with the Issuer or separately, the
performance of the obligations of the Tenant, and the Tenant hereby consents to the same and agrees that the
Trustee may enforce such rights as provided in the Indenture and the Tenant will make payments required
hereunder directly to the Trustee.
Construction and Enforcement.
This Project Lease shall be construed and enforced in accordance with the laws of the State. The provisions
of this Project Lease shall be applied and interpreted in accordance with the rules of interpretation set forth in
the Indenture. Wherever in this Project Lease it is provided that either party shall or will make any payment
or perform or refrain from performing any act or obligation, each such provision shall, even though not so
expressed, be construed as an express covenant to make such payment or to perform, or not to perform, as the
case may be, such act or obligation.
Invalidity of Provisions of Project Lease.
If, for any reason, any provision hereof shall be determined to be invalid or unenforceable, the validity and
effect of the other provisions hereof shall not be affected thereby.
Covenants Binding on Successors and Assigns.
The covenants, agreements and conditions herein contained shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.
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Section Headings.
The section headings hereof are for the convenience of reference only and shall not be treated as a part of this
Project Lease or as affecting the true meaning of the provisions hereof. The reference to section numbers
herein or in the Indenture shall be deemed to refer to the numbers preceding each section.
Execution of Counterparts; Electronic Transactions.
This Project Lease may be executed simultaneously in multiple counterparts, each of which shall be deemed
to be an original, but all of which together shall constitute one instrument. The transaction described herein
may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles,
electronic files and other reproductions of original executed documents shall be deemed to be authentic and
valid counterparts of such original documents for all purposes, including the filing of any claim, action or
suit in the appropriate court of law.
[BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Issuer has caused this Project Lease to be signed by an authorized
official, such signature to be attested by an authorized officer, and its official seal to be applied, as of the date
first above written.
CITY OF PITTSBURG, KANSAS
By:
Chuck Munsell, Mayor
(SEAL)
ATTEST:
_____________________________________
Jacob Bennett, Deputy City Clerk
ACKNOWLEDGMENT
STATE OF KANSAS
COUNTY OF CRAWFORD
)
) SS:
)
The foregoing instrument was acknowledged before me on August _____, 2026 by Chuck Munsell,
Mayor of the City of Pittsburg, Kansas.
(SEAL)
Notary Public
My Appointment Expires:
_____________________
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IN WITNESS WHEREOF, the Tenant has caused this Project Lease to be signed by an authorized
officer, as of the date first above written.
RALLISON LP
By: _______________________________________
Name: Todd Allison
Title: General Partner
"TENANT"
ACKNOWLEDGMENT
STATE OF KANSAS
COUNTY OF CRAWFORD
)
) SS:
)
This instrument was acknowledged before me on August _____, 2026, by Todd Allison, General
Partner of RALLISON LP, a Kansas limited partnership.
[SEAL]
__________________________________________
Notary Public
My Appointment Expires:
_____________________
600551.20046\PROJECT LEASE
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119
APPENDIX A
FORM OF REQUISITION FOR PAYMENT OF PROJECT COSTS
CITY OF PITTSBURG, KANSAS
Project Fund
(Progressive Products Project)
Payment Order No. ______
BOKF, N.A.
Kansas City, Missouri
Attn: Corporate Trust Department
I hereby certify that the amounts stated in the attached Payment Schedules have either been advanced
by the Tenant or are justly due to contractors, subcontractors, suppliers, vendors, materialmen, engineers,
architects or other persons named in the Payment Schedules who have performed necessary and appropriate
work in connection with any installation of machinery, equipment or personal property, or have furnished
necessary and appropriate materials in the construction or acquisition of land, buildings and improvements
constituting a part of the Project. I further certify that the fair value of such work or materials, machinery and
equipment, is not exceeded by the amount requested, and such cost is one which may be capitalized for federal
income tax purposes.
I further certify that, except for the amounts set forth in the Payment Schedules, there are no
outstanding debts now due and payable for labor, wages, materials, supplies or services in connection with
the construction of the buildings and improvements or the purchase and/or installation of machinery,
equipment and personal property which, if unpaid, might become the basis of a vendor's, mechanic's, laborer's
or materialmen's statutory or other similar lien upon the Real Property, the Project or any part thereof.
I further certify that no part of the amounts set forth in the Payment Schedules have been the basis for
any previous withdrawal of any moneys from the Project Fund.
I further certify that each of the representations and covenants on the part of the Tenant contained in
the Project Lease dated as of September 1, 2026 by and between the City of Pittsburg, Kansas, as the Issuer,
and the Tenant are now true and correct in all material respects and are now being materially complied with.
I further certify that the amounts set forth in the Payment Schedules constitute Project Costs, as such
term is defined in the Project Lease, and that all insurance policies which are required to be in force as a
condition precedent to disbursement of funds from the Project Fund pursuant to the provisions of Section 6.1
of the Project Lease are in full force and effect.
I acknowledge that the Tenant, as Purchaser of the Bonds, will be receiving such Bonds in
compensation for the expenditures set forth in the Payment Schedules to acquire, construct and equip the
Project and that the Bond will constitute full payment for these costs.
DATED _____________________, 20___.
______________________________________
Authorized Tenant Representative
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EXHIBIT A - Payment Order No. _______
PAYMENT SCHEDULE
FOR BUILDINGS, IMPROVEMENTS AND
MISCELLANEOUS PROJECT COSTS
I hereby request payment of the amounts specified below to the payees whose names and addresses
are stated below, and I certify that the description of the purchase or nature of each payment is reasonable,
accurate and complete:
PAYMENT SCHEDULE
Payee Name
Purpose or Nature of Payment
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Amount
EXHIBIT B - Payment Order No. ______
PAYMENT SCHEDULE
FOR MACHINERY AND EQUIPMENT
I hereby request payment of the amounts specified below to the payees whose names and addresses
are stated below. I certify that the description of the purchase or nature of each payment is reasonable, accurate
and complete. I further certify that the items described are free and clear of any liens or security interests. I
have attached to this schedule a copy of the purchase order or seller's invoice for each item.
PAYMENT SCHEDULE
Payee Name
Description of Equipment
(include name of seller,
manufacturer, descriptive name,
capacity, serial number of model
number, if available)
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Amount
SCHEDULE I
SCHEDULE I TO THE PROJECT LEASE, DATED AS OF SEPTEMBER 1, 2026, BY
AND BETWEEN CITY OF PITTSBURG, KANSAS AND RALLISON LP
PROPERTY SUBJECT TO PROJECT LEASE
(A)
A leasehold interest in the following described real estate located in Crawford County,
Kansas:
[TO BE PROVIDED BY RALLISON]
the real property constituting the “Real Property” as referred to in the Project Lease, subject to Permitted
Encumbrances.
(B)
The buildings, improvements, equipment, fixtures and personal property now or hereafter
acquired, constructed, or installed on the Real Property and financed or refinanced with proceeds of the
Bonds.
The property described in paragraphs (A) and (B) of this Schedule I, together with any alterations
or additional improvements properly deemed a part of the Project pursuant to and in accordance with the
provisions of Sections 10.3 and 10.4 of the Project Lease, constitute the “Project” as referred to in both the
Project Lease and the Indenture.
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GILMORE & BELL, P.C.
07/17/2026
RALLISON LP
AS TENANT
CITY OF PITTSBURG, KANSAS
AS ISSUER
RALLISON LP
AS PURCHASER
BOND PURCHASE AGREEMENT
NOT TO EXCEED $1,700,000
TAXABLE INDUSTRIAL REVENUE BONDS
SERIES 2026
(PROGRESSIVE PRODUCTS PROJECT)
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BOND PURCHASE AGREEMENT
NOT TO EXCEED $1,700,000
CITY OF PITTSBURG, KANSAS
TAXABLE INDUSTRIAL REVENUE BONDS
SERIES 2026
(PROGRESSIVE PRODUCTS PROJECT)
Dated: SEPTEMBER 1, 2026
THIS AGREEMENT entered into September 8, 2026 (the “Sale Date”), between RALLISON LP,
a Kansas limited partnership (the "Tenant," the City of Pittsburg, Kansas (the "Issuer") and RALLISON LP,
Pittsburg, Kansas (the "Purchaser"), collectively referred to herein as the "Parties." All capitalized terms
not specifically defined herein shall have the same meaning as defined in the hereinafter referenced
Indenture and Project Lease, unless some other meaning is plainly indicated.
SECTION 1. RECITALS.
(a)
The Issuer proposes to issue and sell the Bonds identified above (the "Bonds") to provide
funds for constructing an addition to an existing manufacturing facility (the "Project") located within the
corporate limits of the Issuer, to be leased by the Issuer to the Tenant pursuant to a Project Lease dated as of
September 1, 2026 (the "Project Lease").
(b)
Pursuant to the constitution and laws of the State of Kansas, including K.S.A. 12-1740 et
seq. (the "Act"), the Bonds are limited obligations of the Issuer payable solely from the Trust Estate under
the Indenture (hereinafter defined), including payments derived by the Issuer from the Project Lease. The
Bonds will be dated September 1, 2026, will contain such other terms and provisions as are set forth in an
ordinance duly passed by the governing body of the Issuer on August 25, 2026 (the "Ordinance"), and other
proceedings and determinations related thereto as authorized and governed by the provisions of a Trust
Indenture (the "Indenture") dated September 1, 2026 between the Issuer and BOKF, N.A., Kansas City,
Missouri, as trustee (the "Trustee").
(c)
The proceeds of the sale of the Bonds are to be applied:
(i)
to provide for accrued interest through the date of Closing;
(ii)
to provide funds to pay Project Costs (as defined in the Indenture); and
(iii)
to pay expenses related to Bond issuance;
all as set forth in the Project Lease, Ordinance and Indenture.
SECTION 2. PURCHASE, SALE AND DELIVERY OF THE BONDS.
(a)
On the basis of the representations, warranties and covenants contained herein and in the
other agreements and documents referred to herein, and subject to the terms and conditions herein set
forth, the Purchaser agrees to purchase from the Issuer and the Issuer agrees to sell to the Purchaser the
Bonds not later than 12:00 Noon, applicable Central time on September 8, 2026, or such other place, time
or date as shall be mutually agreed upon by the Issuer and the Purchaser, at the purchase price set forth
therein (the “Purchase Price”). The date of such delivery and payment is herein called the “Issue Date,”
the hour and date of such delivery and payment is herein called the “Closing Time” and the transactions to
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be accomplished for delivery of the Bonds on the Issue Date shall be herein called the “Closing.” The
Bonds shall be issued under and secured as provided in the Indenture and the Bonds shall have the
maturities and interest rates as set forth therein. The Bonds shall contain such other provisions as are
described in the Indenture.
The Parties acknowledge and agree that: (i) the purchase and sale of the Bonds pursuant
(b)
to this Bond Purchase Agreement is an arm’s-length commercial transaction between the Issuer and the
Purchaser; (ii) in connection with such transaction, the Purchaser is acting solely as a principal and not as
an agent or a fiduciary of any of the Issuer or the Tenant; (iii) the Purchaser has not assumed (individually
or collectively) a fiduciary responsibility in favor of the Issuer or the Tenant with respect to the offering
of the Bonds or the process leading thereto (whether or not the Purchaser, or any affiliate of the Purchaser,
has advised or is currently advising the Issuer or the Tenant on other matters) or any other obligation to
the Issuer or the Tenant except with respect to the obligations expressly set forth in this Bond Purchase
Agreement; and (iv) the Issuer and the Tenant have consulted with their own legal and financial advisors
to the extent it deemed appropriate in connection with the offering of the Bonds.
(c)
The Bonds are purchased by Purchaser under the following conditions: (i) the Bonds are
not being registered or otherwise qualified for sale under the “Blue Sky” laws; (ii) Purchaser will hold the
Bonds as one single debt instrument, (iii) no CUSIP numbers will be obtained for the Bonds, (iv) no
official statement or other similar offering document has been prepared in connection with the private
placement of the Bonds, and (v) the Bonds will not close through the DTC or any similar repository and
will not be in book entry form.
(d)
The delivery of the Bonds shall be made in definitive form, as fully registered bonds (in
such denominations as the Purchaser shall specify in writing at least 48 hours prior to the Closing Time)
duly executed and authenticated; provided, however, the Bonds may be delivered in temporary form. The
Bonds shall be available for examination and packaging by the Purchaser at least 24 hours prior to the
Closing Time.
SECTION 3.
REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS OF THE PURCHASER
By the execution hereof the Purchaser hereby represents, warrants and agrees with the Issuer and
the Tenant that as of the date hereof and at the Closing Time:
Purchaser is knowledgeable and experienced in financial and business matters and is
(a)
capable of evaluating investment merit and risks associated with its purchase of the Bonds. The
Purchaser has been furnished and has reviewed the provisions of the Ordinance, Indenture and Project
Lease relating to the authorization of and security for payment of the Bonds.
(c)
Purchaser is purchasing the Bonds as an investment for its own account and not with a view
to the sale, redistribution or other disposition thereof in the ordinary course of business in a transaction not
amounting to a public offering as contemplated by Section 4(2) of the Securities Act of 1933, as amended.
Purchaser acknowledges that (i) the Bonds will not be registered under the Securities Act of 1933, as
amended or any applicable state securities law, (ii) the Bonds may not be transferred unless, in the opinion
of counsel acceptable to the Issuer and the Trustee, such transfer will not cause a violation of the Securities
Act of 1933, as amended, or any applicable state securities law and that (iii) language consistent with the
foregoing restrictions will appear in the registration and transfer provisions of the Indenture.
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SECTION 4. ISSUER'S REPRESENTATIONS.
The Issuer represents, covenants and warrants, to the best of its knowledge and belief, as follows,
all of which will continue in effect subsequent to the Closing:
(a)
The Issuer is a municipal corporation incorporated as a city of the first class under the laws
of the State of Kansas.
(b)
The governing body of the Issuer did enact the Ordinance; it has been signed by a duly
authorized official of the Issuer, it has been published once in the official city newspaper as required by law,
and it is presently in full force and effect and has not been amended or modified.
(c)
The Issuer has full power and authority to execute and deliver the Indenture, the Site Lease,
the Project Lease, the Bond Purchase Agreement and any and all other documents reasonably necessary in
connection with the Indenture, the Project Lease the Site Lease and the Bond Purchase Agreement (the
"Issuer Documents"); the Issuer Documents have been duly executed and delivered by the Issuer in the
manner authorized and constitute legal, valid and binding obligations of the Issuer in accordance with their
terms, except to the extent limited by or subject to bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors' rights, principles of equity or the exercise of judicial discretion.
(d)
The execution, delivery and performance of the Issuer Documents will not conflict with or
constitute on the part of the Issuer a material breach or default under any agreement, indenture or instrument
known to it to which the Issuer is a party or by which it is bound.
(e)
The Issuer has duly and validly authorized the taking on its behalf of any and all actions
necessary to carry out and give effect to the transactions contemplated to be performed on its part by the
Ordinance and the Issuer Documents.
(f)
There is not now pending or, to the knowledge of the officials of the Issuer, threatened any
litigation seeking to restrain or enjoin the issuance or delivery of the Bonds, or contesting or questioning (i)
the validity of the Bonds, (ii) the proceedings or authority under which they are issued, (iii) the existence of
the Issuer, (iv) the authority of the Issuer to enact the Ordinance or enter into the Issuer Documents, or (v)
the Issuer's pledge of the Project, the revenues therefrom and the Trust Estate under the Indenture as security
for the payment of the Bonds.
(g)
Any certificate signed by an official of the Issuer and delivered to the Purchaser shall be
deemed a representation by the Issuer to the Purchaser as to the truth of the statements made in such
certificate.
SECTION 5. REPRESENTATIONS OF THE TENANT.
The Tenant makes the following representations as of the Closing, all of which will continue in
effect subsequent to the Closing:
(a)
The Tenant is a duly formed Kansas limited partnership, duly authorized to do business
under the laws of the State of Kansas.
(b)
The Tenant has full power and authority to enter into, execute and deliver the Project
Lease, the Site Lease and this Bond Purchase Agreement (the "Tenant Documents"), and to perform its
obligations thereunder, all of which have been duly authorized by all proper and necessary corporate action,
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and no consent or approval of parties not signatories to this Bond Purchase Agreement or of any public
authority other than the Issuer is necessary to carry out the same.
The execution, delivery and performance by the Tenant of the Tenant Documents will not
(c)
conflict with or constitute a material violation or breach of or a default under its partnership agreement, or
any mortgage, indenture, deed of trust, contract, instrument or agreement binding on it or affecting its
property, or any provision of law or order, rule, regulation, ordinance or decree of any court, government or
governmental body having jurisdiction over the Tenant or any of its property.
(d)
All written information (including financial statements) supplied by the Tenant which has
been relied upon by Gilmore & Bell, P.C. ("Bond Counsel") is complete and correct in all material respects.
To the actual knowledge of the partners of the Tenant and the officers of the Tenant signing
(e)
this Bond Purchase Agreement, there is no litigation, proceeding or investigation by or before any court,
public board or body, pending, or threatened, against or affecting the Tenant, its officers or property,
challenging the validity of the Tenant Documents, or seeking to enjoin any of the transactions contemplated
by such instruments or the performance by the Tenant of its obligations thereunder, or challenging the
acquisition or operation of the Project. Further, no litigation, proceeding, or investigation is pending or, to
the knowledge of the officers of the Tenant signing this Bond Purchase Agreement, threatened, against the
Tenant, its partners or property except (i) that arising in the normal course of the its business operations, and
being defended by or on behalf of the Tenant, in which the probable ultimate recovery and estimated
defense costs and expenses, in the opinion of the management of the Tenant will be entirely within
applicable insurance policy limits (subject to applicable self-insurance, retentions and deductibles), or
(ii) that which, if determined adversely to the Tenant, would not, in the opinion of the management of the
Tenant, materially adversely affect the Tenant’s operations or condition, financial or otherwise.
SECTION 6. TENANT’S COVENANT.
The Tenant will promptly notify the Purchaser of any material adverse change in the business,
properties or financial condition of the Tenant, or with respect to the Project, occurring before Closing or
which would make the information contained therein not misleading in connection with the sale of the
Bonds.
SECTION 7. REPRESENTATIONS TO SURVIVE CLOSING.
The representations, warranties, agreements, and indemnities of the Issuer, the Tenant and the
Purchaser contained herein will survive the Closing and any investigation made by or on behalf of the
Issuer, the Tenant or the Purchaser, of any matters described in, or related to, the transactions contemplated
hereby and by the Site Lease and the Project Lease.
SECTION 8. CONDITIONS OF CLOSING.
The Purchaser's obligations to purchase the Bonds are subject to fulfillment of the following
conditions at or before Closing:
(a)
The representations of the Issuer and the Tenant hereunder must be true on and as of the
Issue Date and must be confirmed by certificates dated as of the Closing;
(b)
Neither the Issuer nor the Tenant has defaulted in the performance of any of their respective
covenants hereunder;
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(c)
The Purchaser must receive at the Closing:
(i)
an opinion of Bond Counsel, dated as of the Closing, in form and substance
satisfactory to the Purchaser and its counsel;
(ii)
an opinion of counsel for the Tenant, dated as of the Closing, in form and
substance satisfactory to Bond Counsel and to the Purchaser and its counsel
confirming the Tenant's representations as set forth in paragraphs (b) through (e)
inclusive of Section 5 of this Bond Purchase Agreement;
(iii)
an opinion of counsel for the Issuer, dated as of the Closing, in form and substance
satisfactory to Bond Counsel and to the Purchaser and its counsel, confirming the
Issuer's representations set forth in paragraphs (a) through (f) inclusive of Section 4
of this Bond Purchase Agreement;
(iv)
a certificate or certificates, satisfactory in form and substance to Bond Counsel and
the Purchaser and its counsel, of an authorized official of the Issuer dated the date
of the Closing to the effect that (A) each of the representations of the Issuer set
forth in Section 4 hereof is true, accurate and complete in all material respects as of
the Closing, and each of the agreements of the Issuer set forth in this Bond
Purchase Agreement to be complied with at or prior to the Closing has been
complied with; and (B) no litigation is pending, or to such official's knowledge,
threatened, to restrain or enjoin the issuance or delivery of the Bonds, or contesting
or questioning the validity of the Bonds, the proceedings or authority under which
they are issued, the existence of the Issuer, the authority of the Issuer to enact the
Ordinance or enter into the Indenture, the Project Lease or the Bond Purchase
Agreement, or the Issuer's pledge of the Project, the revenues therefrom and the
Trust Estate under the Indenture as security for the payment of the Bonds, and (C)
that none of the proceedings authorizing issuance of the Bonds or execution and
delivery of the bond documents has been repealed, revoked or rescinded;
(v)
(vi)
a certificate or certificates, satisfactory in form and substance to Bond Counsel and
to the Purchaser and its counsel, of a general partner of the Tenant, dated the date
of Closing to the effect that each of the representations of the Tenant set forth in
Section 5 hereof is true, accurate and complete in all material respects as of the
Closing, and each of the agreements of the Tenant set forth in this Bond Purchase
Agreement to be complied with at or prior to the Closing has been complied with
as of such time; and
such additional certificates, legal and other documents, listed on a closing agenda
to be approved by Bond Counsel and counsel to the Purchaser, as the Purchaser
may reasonably request to evidence performance or compliance with the
provisions hereof and the transactions contemplated hereby and by the Indenture
and Project Lease, or as Bond Counsel shall require in order to render its opinion,
all such certificates and other documents to be satisfactory in form and substance
to the Purchaser.
(d)
At Closing, there shall not have been any adverse change in the business, property or
financial condition of the Tenant from that furnished to the Purchaser which, in the judgment of the
Purchaser, is material and makes it inadvisable to proceed with the sale of the Bonds; and the Purchaser
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shall have received a certificate from the Tenant that no material adverse change has occurred or, if such a
change has occurred, full information with respect thereto.
SECTION 9. THE PURCHASER'S RIGHT TO CANCEL.
The Purchaser shall have the right to cancel the obligation hereunder to purchase the Bonds (such
cancellation shall not constitute a default for purposes of Section 1 hereof) by notifying the Issuer, the
Tenant in writing or by facsimile of its election to make such cancellation prior to the Closing Time, if at
any time after the execution of this Bond Purchase Agreement and prior to the Closing Time, the market
price or marketability of the Bonds, or the ability of the Purchaser to enforce contracts for the sale of the
Bonds, shall be materially adversely affected by any of the following events:
Any legislation, ordinance, rule or regulation shall be introduced in or be enacted by the
(a)
Legislature of the State or by any other governmental body, department or agency of the State, or a
decision by any court of competent jurisdiction within the State shall be rendered, or litigation
challenging the law under which the Bonds are to be issued shall be filed in any court in the State.
A stop order, ruling, regulation or official statement by, or on behalf of, the SEC or any
(b)
other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect
that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance,
offering or sale of the Bonds, including all underlying obligations, as contemplated hereby, is in violation
or would be in violation of any provision of the 1933 Act, the 1934 Act or the Trust Indenture Act of
1939, as amended.
Legislation shall be enacted by the Congress of the United States of America, or a
(c)
decision by a court of the United States of America shall be rendered, to the effect that obligations of the
general character of the Bonds, or the Bonds, including all the underlying obligations, are not exempt
from registration under or from other requirements of the 1933 Act or the 1934 Act.
(d)
A material disruption in securities settlement, payment or clearance services affecting the
Bonds shall have occurred; or additional material restrictions not in force as of the date hereof shall have
been imposed upon trading in securities generally by any governmental authority or by any national
securities exchange.
(e)
The New York Stock Exchange or any other national securities exchange, or any
governmental authority, shall impose, as to the Bonds or obligations of the general character of the Bonds,
any material restrictions not now in force, or increase materially those now in force, with respect to the
extension of credit by, or the charge to the net capital requirements of, the Purchaser.
(f)
Any general banking moratorium shall have been established by federal, New York or
Kansas authorities.
A material default has occurred with respect to the obligations of, or proceedings have
(g)
been instituted under the Federal bankruptcy laws or any similar state laws by or against, any state of the
United States or any city located in the United States having a population in excess of one million persons
or any entity issuing obligations on behalf of such a city or state.
(h)
Any proceeding shall be pending or threatened by the SEC against the Issuer.
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(i)
A war involving the United States shall have been declared, or any conflict involving the
armed forces of the United States shall have escalated, or any other national emergency relating to the
effective operation of government or the financial community shall have occurred.
(j)
A default by or a moratorium initiated by the United States in respect to payment of any
direct obligation of, or obligation the principal of and interest on which is fully and unconditionally
guaranteed as to full and timely payment by, the United States of America.
SECTION 10. PAYMENT OF EXPENSES.
If the Bonds are sold by the Issuer to the Purchaser, all expenses and costs to effect the
authorization, preparation, issuance, delivery and sale of the Bonds shall be paid by the Tenant out of
Tenant funds. Such expenses and costs shall include, but not be limited to: (i) the fees and disbursements
of Bond Counsel; (ii) the fees and disbursements of the Issuer's legal counsel; (iii) fees and disbursements
of the Tenant legal counsel; (iv) costs associated with obtaining municipal bond insurance or municipal
bond ratings relating to the Bonds, if any; (v) the expenses and costs for the preparation, printing,
photocopying, execution and delivery of the Bonds, this Bond Purchase Agreement and all other
agreements and documents contemplated hereby; (vi) fees of the Trustee; and (vii) all costs and expenses
of the Issuer relating to the issuance of the Bonds. The Purchaser shall be responsible for payment of the
costs of qualifying the Bonds for sale in the various states chosen by the Purchaser, all advertising
expenses in connection with the offering of the Bonds, the fees and disbursements of the Purchaser’s legal
counsel and all other expenses incurred by the Purchaser in connection with the offering, sale and
distribution of the Bonds.
SECTION 11. NOTICES AND OTHER ACTIONS.
All notices, demands and formal actions hereunder will be in writing mailed, faxed or delivered to:
The Issuer:
City of Pittsburg, Kansas
201 W. 4th Street
Pittsburg, Kansas 66762
The Tenant
and Purchaser:
RALLISON LP
3305 Airport Circle
Pittsburg, Kansas 66762
SECTION 12. MISCELLANEOUS.
(a)
This Bond Purchase Agreement shall be binding upon the Parties and their respective
successors. This Bond Purchase Agreement and the terms and provisions hereof are for the sole benefit of
only those persons, except that the representations, warranties, indemnities and agreements of the Issuer
and the Tenant contained in this Bond Purchase Agreement shall also be deemed to be for the benefit of
the person or persons, if any, who control the Purchaser (within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act). Nothing in this Bond Purchase Agreement is intended or shall be
construed to give any person, other than the persons referred to in this Paragraph, any legal or equitable
right, remedy or claim under or in respect of this Bond Purchase Agreement or any provision contained
herein. All of the representations, warranties and agreements of the Issuer contained herein shall remain
in full force and effect, regardless of: (i) any investigation made by or on behalf of the Purchaser,
(ii) delivery of and payment for the Bonds; or (iii) any termination of this Bond Purchase Agreement.
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(b)
For purposes of this Bond Purchase Agreement, “business day” means any day on which
the New York Stock Exchange is open for trading.
(c)
This Bond Purchase Agreement shall be governed by and construed in accordance with
the laws of the State of Kansas.
(d)
This Bond Purchase Agreement may be executed in one or more counterparts, and if
executed in more than one counterpart, the executed counterparts shall together constitute a single
instrument.
(e)
This Bond Purchase Agreement may not be assigned by either party without the express
written consent of the other party.
SECTION 13. EFFECTIVE DATE.
This Bond Purchase Agreement shall become effective upon acceptance hereof by the Issuer.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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Upon your acceptance of the offer, the foregoing agreement will be binding upon you and the
Purchaser. Please acknowledge your agreement with the foregoing by executing the enclosed copy of this
Bond Purchase Agreement and returning it to the undersigned.
RALLISON LP
PITTSBURG, KANSAS
Date:
_____________
By:
General Partner
Accepted and agreed to as of
the date first above written.
CITY OF PITTSBURG, KANSAS
Date:
_____________
By:
Mayor
ATTEST:
(Seal)
By:
Deputy City Clerk
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(Signature Page to Bond Purchase Agreement)
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ADMINISTRATION
(620) 231-4100
201 West 4th Street · Pittsburg KS 66762
To:
Daron Hall, City Manager
From:
Jay Byers, Deputy City Manager
CC:
Tammy Nagel, City Clerk
Date:
August 12, 2026
Subject:
Parking Technology Purchase
www.pittks.org
The addition of PSU’s Kelce School of Business’ downtown facility is estimated to bring
hundreds more people to the downtown every day, and even though adequate parking has been
created to accommodate additional traffic, the new facility, along with other growth experienced
over the last several years, has led the City to consider how to better manage downtown parking.
The City has determined that, to be cost effective and successful, parking control requires the
appropriate application of technology. Staff has extensively researched existing technology
options, and one provider, WiseSight, has emerged as the most advanced and suitable option.
Staff is asking the City Commission to approve an agreement with WiseSight for services
providing support for parking control and enforcement. The cost will be the greater of $42,420
annually or $5 per detection. WiseSight is a member of the Sourcewell purchasing cooperative as
is the City. This can guarantee the lowest price available and meets the City’s purchasing
requirements. Funding is to come from Public Safety Sales Tax proceeds. Please place this item
for approval on the City Commission agenda for 8/25/2026.
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WISESIGHT (“WISESIGHT” or “Company”) Purchase and Services agreement –
Order Acknowledgment Form
Customer Billing Information
Company Name:
City of Pittsburg
Street Address:
201 West 4th Street
City:
Pittsburg
Contact Person:
Jeff Bair
Tel:
620-249-8211
TAX ID:
State:
E-mail:
Fax:
KS ZIP:
66762
[email protected]
Tax Exempt:
County:
Cell:
☐ Yes
Crawford
620-687-3187
Site Contact Information
Facility Name:
City of Pittsburg (2nd Street to 6th Street on N. Broadway)
Street Address:
201 West. 4th Street
City:
Pittsburg
State:
KS
ZIP:
66762
County:
Crawford
Contact Person:
Jeff Bair
E-mail:
[email protected]
Tel:
620-249-8211
Fax:
Cell:
620-687-3187
Local WISESIGHT Service Provider Contact Information
Provider Name:
WiseSight, Inc.
Street Address:
21 E State Street, Suite 200
City:
Columbus
State:
OH ZIP:
43215
County:
[email protected]
Contact Person:
Levi Rinkoff
E-mail:
Tel:
646-881-4400
Fax:
Cell:
Agreement plan
Equipment Shipping Date:
Equipment requested installation
and commissioning date:
Billing schedule:
Initial Term:
Franklin
TBD
TBD
Billed monthly in advance. Billing will begin upon installation completion, or two
(2) months from the equipment shipping date, whichever comes first. (“Billing
Start Date”).
The definition of Installation Completion is prior to system operation and when
equipment is mounted, connected to power and devices are communicating
with each other.
The Agreement shall commence as of the Equipment Shipping Date and shall
remain in effect for an initial period of three (3) years (the “Initial Term”).
Renewals and termination terms are set forth in the Terms and Conditions
attached hereto as Appendix B.
Services & Products
The services and products associated with this agreement are listed under Appendix A of this agreement.
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Support services
Telephone &
Remote support
Local on-site
support.
Provided by
local
professional
WISESIGHT
technicians.
24/7 phone response acknowledging the problem. Response times shall be in accordance with
Appendix C hereto (SLA Terms, Definitions, and Conditions)
On-Site service plan:
Business hours
After-hours
Weekend & Holidays
$152 per hour
$228 per hour
$280 per hour
2 hours minimum.
3 hours minimum.
3 hours minimum.
Travel time included.
Travel time included.
Travel time included.
Lift service is billed separately.
Lift service excluded.
Lift service excluded.
Note: With a per-call plan, lift service if required is billed separately.
Pricing of Removal and reinstallation of Products
(i)
Removal of Cameras and Enclosures from up to 4 poles or walls is priced at $2500. Additional pole locations are
$500 each.
(ii)
Reinstallation of equipment in a different site will be proposed separately, upon review of installation requirements
at the new site.
(iii)
The foregoing excludes prices for shipping and equipment storage, which will be charged separately at Company’s
the prevailing rates.
General Terms and Acceptance
Once this Order Acknowledgment Form is signed by the parties, it should be sent to WISESIGHT at: [email protected]. Upon receipt of this Order Acknowledgment Form by WISESIGHT, signed by Customer, it shall become legally
binding.
This Order Acknowledgment Form is subject to WISESIGHT’s Terms and Conditions (including all appendices, schedules
and exhibits thereto) provided along with this form. By signing this Order Acknowledgment Form Customer acknowledge
that they have read and hereby agree to such Terms and Conditions (including all appendices, schedules and exhibits
thereto).
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Special Terms For This Agreement:
The following special terms below supersedes the applicable terms in this agreement.
State Requirement Cash Basis Payment
The Customer is obligated only to pay periodic payments or monthly installments under the agreement as may lawfully be made from
(a) funds budgeted and appropriated for that purpose during such municipality's current budget year or (b) funds made available from
any lawfully operated revenue producing source .
Company agrees to accommodate the above statutory requirement, subject to the following conditions:
1.
Customer shall have paid within [425] days from the shipping date of the project equipment fees due for the first
twelve (12) months of service under this Agreement;
2.
Customer may request a one-time suspension of billing for a period not to exceed twelve (12) consecutive months (the
“Suspension Period”), by providing Company with written notice at least thirty (30) days prior to the requested suspension
start date. Such notice shall specify the anticipated duration of the Suspension Period;
3.
If Customer requests to extend the suspension beyond the Suspension Period, or fails to resume payments within 30
days following the end of the Suspension Period, this Agreement shall automatically terminate, and the Products shall be
removed from the Site in accordance with the removal terms set forth in the Agreement.
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Attachments:
1.
2.
3.
4.
5.
Appendix A – Products and Services
Appendix B – Terms and Conditions
Appendix C – SLA Terms, Definitions, and Conditions
Appendix D – Insurance
Appendix E – WISESIGHT AI Software and Cloud management platform Terms and conditions.
Accepted By:
City of Pittsburg
WiseSight, Inc.
Name
_
Name___________________________________
Title
_
Title__________________________________
Date
_
Date________________________________
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1 Scope of Work Summary
WiseSight has been strategically engaged by the City of Pittsburgh to resolve traffic and safety issues on N.
Broadway, from 2nd Street to 6th Street.
1.1 The Problem: High-Risk Enforcement
A growing hazard is caused by vehicles illegally stopping or parking within the designated monitored zone.
• Additional Traffic and Congestion: With the addition of new buildings in the local area, parking will
become availability will decrease and violations will become a more steady occurrence.
• Enforcement Challenge: Due to the use of the area (commercial), monitoring this area only during
normal operating hours and not 24 hours a day would cause enforcement officers to miss potentially
multiple violations.
1.2 The Solution: WiseSight Technology
WiseSight will deploy its advanced camera and software technology to safely, accurately, and consistently
monitor the defined area for parking violations.
• Automated, Safe Enforcement: WiseSight's proprietary multi-space LPR monitoring technology
significantly enhances curbside management by automating the detection violations at the curb.
• Enforcement Options:
o Directed Enforcement Process: Offending vehicles will be monitored in real-time with
violations made available to enforcement officers in real-time. This will allow the PEO to know
exactly where to be directed to quickly and efficiently enforce parking regulations.
o Future Seamless Ticket-By-Mail Process: Offending vehicles can be added to a list that is
reviewed by back-office officers for qualification of violation. Upon approval, the violation
will be sent to the enforcement system, which will look up the DMV registration record and
mail the notice to the mailing address of the person on record.
• Comprehensive Evidence: The software will capture high-resolution still images to fully support and
validate every violation.
1.3 The Expected Outcome: Compliance and Revenue Capture
Upon successful implementation, the WiseSight enforcement solution is expected to yield immediate data and
operational results for the City of Pittsburg:
• Marked Increase in Compliance: A sustained increase in compliance with the current parking
regulations and restrictions.
• Guaranteed 24/7 Coverage: Under normal operation conditions, the WiseSight system operates 24
hours a day, 7 days a week, ensuring detection is constant regardless of external factors like weather,
time of day, or holiday observation.
• Full Revenue Stream Realization: This high rate of continuous violation detection will enable the city
to capture violating vehicles, resulting in the realization of a future complete revenue stream that was
previously not available due to lack of enforcement.
This initiative is a prime example of WiseSight technology addressing a large-scale, high-stakes public safety
and enforcement challenge.
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Deployment recommendation
•
•
Deployment Strategy:
o Implementation - WiseSight will implement the solution in collaboration with the City of Pittsburg,
and other agencies as needed to ensure maximum effectiveness and client satisfaction.
Review and Refine - Fully deploy and evaluate each installed camera independently, allowing for the
identification and integration of any desired modifications or improvements ensuring smooth installation
and commissioning of the equipment.
This solution is designed based on the WiseSight Multi-Space LPR System for curb management.
WiseSight will monitor the parking areas via the monitoring solution.
Based on this configuration, we recommend the following deployment at the sites:
A. The system is to be installed on the shoulder and/or opposite the shoulder of the roadways (see image
below) on existing poles, installed by the city with oversight by WiseSight at locations determined
WiseSight.
B. The cameras shall be installed according to the specifications provided in this document. Final details
of the desired locations have been discussed and confirmed by the city.
C. The deployed cameras will be used for the following purposes
a. Monitoring of vehicles that execute a parking violation.
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1.4
Camera Locations
A. Each deployment will include the installation of new hardware, including 1 PTZ camera per pole.
All equipment should be placed at identified locations based on geographic enforcement
requirements as discussed and approved by the City of Pittsburg, and WiseSight. Network
communication will be provided via a wireless network.
SAMPLE IMAGE OF THE SOLUTION
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Monitored Area
1. Both sides of the road, specifically from 2nd Street to 6th Street on N. Broadway.
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1.5 Operational information
The Objective
●
Identification of vehicle(s) that are present in the monitoring area.
●
The Identification of a vehicle in the designated monitoring area by WiseSight will include capturing
and automatically performing an OCR on the vehicle’s license plate.
●
WiseSight will indicate visually to the WiseSight system operator upon identification of a vehicle that
begins an illegal parking session in an un-designated space, if the camera has a line of sight to the
license plate that isn’t greater than 65 degrees.
●
Ability to manually correct an identified license plate during or after a parking session.
LPR Accuracy: The accuracy definition of the LPR OCR is less than 100%, but shall be a minimum of
90%, measured on an annual average per site, and under the following conditions:
-
The measured object should be for the primary local standard license plate type in use.
-
The measured object type should be a single license plate type.
-
The hardware configured at the site has been approved by WiseSight for optimal settings to perform
LPR OCR.
-
The measured site shall be based on hardware approved by WiseSight.
Data will be available to the operator in the WiseSight system, within 5-10 minutes of image capture,
for vehicles present in a designated parking space.
System Uptime: Under regular use and without third-party interruptions, the Company’s Software
shall maintain an approximate yearly average of 95% uptime rate on its management platform.
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Service inclusions and exclusions (all of the below is subject to the applicable terms and conditions of the
Agreement):
Inclusions:
Exclusions (all unless explicitly stated otherwise in the
Order):
•
Standard Hardware as specified in this proposal.
•
Standard Software as specified in this proposal under the
Operational Information Section.
This list only references sample exclusions. Any products or
services not specifically included in the Order or under the
“Inclusions” heading are hereby excluded.
•
Configuration of Parking operator management portal.
•
Software updates as and when made available (it is being
clarified that WISESIGHT is under no obligation to release
any Updates)
•
•
Provide integration support to 3rd party enforcement
and mobile payment platforms.
Installation:
•
•
•
Site visit prior to installation, at WISESIGHT’s sole
discretion. Design planning (digital mapping of
parking site) with the customer.
Customer survey (an interview questionnaire done by a
local WISESIGHT representative or by WISESIGHT for
information on how to program the system)
Provide guidance to local teams on equipment
location and mounting, power, and network
terminations from a connection drop at the
equipment’s physical mounting location.
configuration
Equipment Storage
•
Expedited freight
•
After-hours labor for Installation and other services
•
Tax
•
Bonds and other securities
•
Insurance
•
Installation by city staff
•
Civil:
• Concrete pours, island work, mounting polls, and
bollards
•
Lift Truck/Bucket Truck
•
Electrical power and control conduits and wiring
• IT Services, Networking infrastructure, Networking
compliance, networking equipment
• Equipment removal
• Equipment disposal
and commissioning.
•
•
• Union labor / Prevailing wages
Training for local customer team, conducted by local
WISESIGHT representative, as reasonably required at
WISESIGHT’s sole discretion.
• Permits (regulatory and otherwise)
•
Parts replacement (RMA) sent to the site
•
Support - WISESIGHT-trained and certified technician,
according to the support schedule attached to the
Agreement.
•
Preventive Maintenance - Once per year (at such times as
determined by WISESIGHT), in accordance with WISESIGHT’s
then-applicable manuals
145
•
Engineering calculations or Architectural drawings
•
Personnel and equipment to mount cameras on
poles/structures as designed by WISESIGHT Staff
WiseSight, Inc.
August 12, 2026
2
Pricing
Price –
Product Description
Monthly
Recurring
WiseSight Cloud Management Platform Includes:
Parking Enforcement
WiseSight AI-Connect – Enforcement system Integration Access, Camera Feed A.I.
Cloud Management
WiseSight Real-Time & Post-Parking Enforcement
Platform
Camera Feed A.I. Processing Connection (All Cameras)
WiseSight Hardware and Network Components pole system. Each Pole Includes:
Imaging POLE SYSTEM –
Hardware and Network
Components
One (1) Heavy-duty PTZ license plate recognition (LPR) Camera
Climate-control weather proof control enclosure.
Wireless P2P Closed Network (Multi-Channel and Single Channel Communication)
Networking – Multi-Port managed switch
See Chart Below
WiseSight Hardware and Network Head-end Components. Includes:
HEAD-END
Hardware and Network
Components
Processing - AI processing iOT unit – NANO NX
Cellular Router, Mele Computer, Power Controller, Wireless Closed Network (MultiChannel and Single Channel Communication)
Networking – Multi-Port managed switch
Installation and
Commissioning
Components
Includes: Deployment layout design, Project Management, Remote Installation
Assistance, Remote and onsite commissioning, On-site Manufacturer Support
Multi-Space LPR Monitoring Solution Pricing
Price Description
Item Description
Billing Occurrence
Price
Per Month
$3,535.00
Automated Curbside Parking Enforcement Technology
Software and Equipment – Monthly Subscription for 101
Parking Spaces
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WiseSight, Inc.
August 12, 2026
The greater of the monthly subscription, or:
Parking Enforcement Violation Detection Type –
Per Month
Space Violation (Double Parking)
$5.00 per detection
Billing Schedule:
o
WiseSight will bill monthly for the accumulated violations according to the “Per Detection Fee” Price
(listed below), or the base minimum fee (the subscription fee listed in this proposal) per month per
pole, whichever is greater. The monthly billing amount is calculated according to the current
violation month-end report.
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WiseSight, Inc.
August 12, 2026
3
WiseSight System Overview:
The information outlined below will provide further information to support the
recommended solution provided by WiseSight.
The WiseSight Application consists of two main components:
1.
The System - This refers to all the physical hardware elements needed to cover
the parking spaces, including cameras as needed, mounting brackets, cabling,
router, network equipment, cabinet, power supply, etc. The Camera Locations
section contains a matrix that specifies the hardware items included for each
specific installation location.
2.
The Software - This includes the WiseSight Management platform that performs
the video analytic processing and analysis, the management system for
controlling and monitoring the cameras, integrations to management platforms,
parking session event logging, and reporting.
To provide further detail, the WiseSight software is dedicated to two primary
functions. Monitoring available parking spaces in the lot and simultaneously
identifying the license plate numbers of parked vehicles and whether a payment
or violation occurred. This additionally enables real-time monitoring of parking
occupancy and turnover.
The WiseSight software leverages video analytics to detect parking spaces,
extract license plate information, and validate parking payments tied to specific
parking sessions. This provides comprehensive monitoring and management of
off-street parking - from occupancy rates to enforcement of parking policies.
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The images presented below are actual screenshots taken from within the WiseSight software system. They have been
selected to provide visibility into the user experience and key capabilities available in the WiseSight platform.
3.1
Dashboard
The image below highlights the “Dashboard” screen of the WiseSight software portal. By displaying all
instances of the software on a centralized dashboard, the system provides users with visibility and easy
access to efficiency in the management of the parking assets.
The at-a-glance view allows users to quickly see vital data for each application instance without having to
open them individually. This bird's eye view of key information enables users to rapidly identify what they
need. Seamless navigation from the dashboard into any desired instance eliminates jumping between
multiple windows.
The streamlined access and overview mitigate friction and facilitate productivity flows. In essence, the
dashboard hub with each application instance visible gives users both a high-level perspective and a means
to readily dive into the details. This combination of breadth and depth, overview, and access amplifies the
usefulness of the dashboard for enabling users to navigate quickly and efficiently.
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3.2 Live View
The below images demonstrate an example of one of our installations in an on-street parking environment
where vehicles are identified as permitted, transient, grace time, or violation (restricted parking – location/stall,
time, etc).
The sample images provided depict a detailed view of a single vehicle parked in an on-street stall. This
exemplifies the level of visual clarity attained with WiseSight cameras. It allows clear identification of the license
plate and accurate detection of parking events and session details, whether it is an infringement, grace period,
or a valid permit/payment.
WiseSight’s cutting-edge video capabilities enable sharp capture and retention of parking event data. The highquality footage supports real-time analytics and provides definitive visual evidence for historical parking audits
and dispute resolution if needed.
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3.3
Officer Enforcement View
The Officer Enforcement View enables seamless oversight and efficiency for the enforcement
personnel at the parking management office. This centralized interface grants comprehensive
visibility across one or multiple sites, displaying a high-level snapshot of critical enforcement data.
Officers can swiftly review, update, and process violations for a given day in just minutes. Drilling
down into specific parking sessions allows detailed analysis to determine violation types and
required enforcement actions. By accessing granular views of individual violations, officers can
evaluate alternate evidence images or videos and select the most definitive visual proof. The Officer
Enforcement View streamlines workflows through consolidated data access and refinement of
violation evidence. In essence, this user interface empowers officers with an agile workspace to
navigate enforcement duties with optimal visibility, insights, and productivity.
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3.4
Reporting
The WiseSight reporting system empowers comprehensive analysis with robust capabilities. An array
of reports spanning financials, parking patterns, enforcement efficiency, and more can be generated.
Custom date ranges provide flexibility to tailor reports to historical comparisons. Multiple parking
metrics, from utilization to revenues, are presented through interactive visualizations, including calendar
date ranges, pie charts, and graphs. Granular stall usage breakdowns and other data can be examined
in depth.
The system supports exporting reports into Excel for additional external evaluation and strategy
development. The WiseSight reporting module enables multifaceted insights through customizable
views of parking operations over time.
Specifically, these images showcase the software at different stages of the navigation process - giving
a window into how the system works and what users would see as they access various features.
In summary, these screenshots aim to illustrate the end-to-end user journey and experience within the
platform. They have been carefully selected to highlight the powerful, yet easy-to-use analytics and
reporting capabilities that the system provides out-of-the-box.
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3.5
Examples of Data Visualization of Parking Patterns
FIGURE 1. VIOLATION PATTERN BY TIME SEGMENTS
FIGURE 2. VIOLATIONS BY WEEKDAYS
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FIGURE 3. PARKING BY WEEKDAYS
Purchase and Services agreement
FIGURE 4. PARKING PATTERN BY TIME
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Appendix B - Terms and Conditions
These Terms and Conditions ("Terms") shall apply to your (“Customer”) purchase of rights to access and use WiseSight, Inc.
("Company") proprietary solution comprised of the Products and the Software (as such term are defined below) (“Solution”),
which is identified in the order acknowledgment form signed by the parties, to which these Terms are attached ("Order").
Customer's execution of the Order shall be deemed Customer's agreement to and acceptance of these Terms in their
entirety. These Terms and the Order, including all attachments, Appendixes, schedules and exhibits thereto (collectively
referred to as the "Agreement") represent the Parties’ entire understanding and agreement regarding the subject matter
hereof and thereof, and shall govern over any different or additional terms of any purchase order and no terms included in
any such purchase order shall apply to the Solution unless such different terms are stated specifically in a mutually signed
Order. Each of Company and Customer may be referred to hereinbelow as a “Party” and both as “Parties”.
1. PURCHASE OF RIGHTS TO THE SOLUTION
Subject to the terms of this Agreement, including payment of the applicable fees, Company hereby grants Customer during the
Term:
(i)
A personal, limited, revocable, non-exclusive, non-transferable and non-assignable right, to use such hardware
products detailed in Appendix A to the Agreement and in the quantity detailed therein ("Products") at the site
detailed in the Order (“Site”) for the sole purpose of operating the Solution; and
2.
(ii)
A personal, limited, revocable, non-exclusive, non-transferable and non-assignable right, to access and use
the software detailed in Appendix A to the Agreement (“Software”) for the sole purpose of operating a
platform for Vehicle parking and payment monitoring, and in accordance with (1) the terms hereof, (2)
Appendix E hereto, and (3)
Company’s privacy policy which can be viewed here:
[www.wisesight.ai/privacy-policy], which privacy policy, as may be updated from time to time in accordance
with their terms, constitute an integral part hereof, and is incorporated herein by way of reference (“Privacy
Policy”).
(iii)
It is hereby agreed by Customer that in the event that, Company and Customer agree, in writing, on a
payment lower than the 5 Year Payment (as defined below) upon termination of this Agreement, then some
or all of the Products provided to Customer under this Agreement may be preowned or reconditioned and
not new.
TITLE AND OWNERSHIP; RISK OF LOSS
2.1. The Solution is, and shall at all times be and remain, the sole and exclusive property of Company, and Customer shall
have no right, title or interest therein or thereto, except as expressly set forth in the Agreement and subject to its terms.
2.2. In order to ensure Company's rights in the Solution, Company shall be entitled to register a lien over or other security
interest with respect to the Solution with any pertinent authority. Customer hereby authorizes Company to file financing
statements, without notice to Customer, with all appropriate jurisdictions to perfect or protect Company’s interest or
rights hereunder, including a notice that any disposition of the Solution, by either Customer or any other person, shall
be deemed to violate the rights of Company hereunder. Customer shall reasonably cooperate (at Company’s reasonable
expense) with any filings which Company chooses to make to indicate its ownership interest in the Solution. Customer
shall not remove, conceal, erase or deface any notices affixed to the Solution, evidencing Company’s ownership or rights
in and to the Solution.
2.3. Customer shall disclose that Customer is not the owner of the Solution in all relevant financing documents and other
applicable documents and/or agreements of any kind. Customer will keep the Solution free and clear from any liens or
encumbrances of any kind (except any caused by Company). Without limiting the generality of the foregoing, Customer
represents and warrants that no secured party of Customer has or will have any valid claims on the Solution or any part
thereof (including that there are no “blanket” financing statements which purport to make a claim on the Solution or
any part thereof) and Customer further represents and warrants that Customer will take no action in the future which
155
would cause this sentence to become untrue.
2.4. Risk of loss or damage with respect to the Solution shall pass from Company to Customer upon physical delivery of the
Products to Customer, and Customer hereby assumes and shall bear such entire risk of loss or damage from any and all
cause whatsoever, except only for ordinary wear and tear resulting from proper use of the Products. No loss or damage
to the Products or any part thereof shall impair any obligation of Customer under this Agreement which shall continue
in full force and effect throughout the term thereof. In the event of loss or damage of any kind whatsoever to the
Products, Customer shall immediately notify Company of such loss or damage.
3.
HANDLING AND USAGE; INSTALLATION; LIABILITY
3.1. Installation of the Solution, including the Products, is contingent upon Customer providing all necessary equipment,
infrastructure, servers, hardware, third party software and licenses, required for running the Solution.
3.2. Installation, commissioning and start-up of the Solution shall be performed by Company or Company’s authorized
representatives at the Site (as defined above), in accordance with the timeframes detailed in the Order. Upon completion
of the installation, Company shall inform Customer that the Solution is installed and operative in accordance with
Company's specifications ("Commercial Readiness"), and shall provide Customer’s appointed personnel with training
on the proper operation of the Solution, including operator level maintenance routines and the use of computer controls.
3.3. Following Commercial Readiness, Customer shall routinely maintain, operate and use the Solution in a careful and proper
manner in compliance with the applicable operations manual and instructions for use of the Solution as supplied by
Company. The Solution shall be used only at the Site detailed in the Order and not in any other location whatsoever.
Customer may not remove any Products from the Site, without the prior written consent of Company.
3.4. In using the Solution, Customer shall fully comply with and adhere to all applicable laws, rules and/or regulations,
including without limitation, those applicable laws, rules and/or regulations which relate to privacy and data protection,
and shall be responsible, at its sole cost, to obtain any mandatory or regulatory permits, licenses and/or approvals (if
any), required for the installation and use of the Solution in the manner described herein.
3.5. Customer shall be responsible for applying for and obtaining, at its sole expense, any and all approvals, licenses, permits
or other authorizations required for the installation, receipt and use of the Solution, including but not limited, to any
approvals, licenses, permits required with respect to the Site and the Parties’ operation therein. Company shall provide
Customer with such technical information regarding the Solution, which may be reasonably required by Customer in
connection with the application for, and obtaining of, said licenses, permits and other authorizations.
3.6. Prices shown in Appendix A to the Agreement include the cost of the initial installation and connection of the Solution,
as detailed in Appendix A to the Agreement. Any overtime charges or other special expenses as required by Customer
will be subject to additional charges, as may be mutually agreed upon. Any expenses incurred for activities not clearly
stipulated in the Order or Appendix A thereto (including networking and any information technology set up work) will
be subject to separate arrangements and charged at Company’s then current rates.
3.7. Without prior written consent of Company, Customer shall not make any permanent alterations, additions or
improvements to the Solution. Such permitted alterations, additions or improvements may, at Company’s option, be
removed by Customer upon the effective date of the expiration or termination of this Agreement, if and only if such
removal may be accomplished without damage to the Products or otherwise reducing its value below that which it would
have been in the event no such alterations, additions or improvements had been made.
3.8. It is clarified that the Products may only be integrated with the Software, and vice versa, and not with any other
product/software, as applicable, which is not provided by Company or on its behalf, or with respect to which Customer
has not obtained the explicit prior written approval from Company (“Third Party Equipment”). Customer hereby
acknowledges that integrating the Products and/or the Software with or into any Third Party Equipment, will
156
automatically and immediately void any and all product warranty and/or support and maintenance obligations of
Company hereunder, and may also cause damage to the Solution or any portion thereof, Customer, third parties, other
products, property, equipment, software or systems, as well as personal injury or death, and Company shall bear no
liability or responsibility whatsoever in connection with any such damage, which is hereby entirely disclaimed.
3.9. During the Term, Company shall at any and all times during normal business hours and upon reasonable prior notice to
Customer, have the right to enter into the Site or any other location where the Products are located for the purpose of
inspecting the same or observing its use.
3.10. Customer hereby warrants to Company that upon the effective date of the termination or expiration of this Agreement,
all Products shall be in good repair condition and working order, except only for ordinary wear and tear resulting from
proper use thereof.
3.11. Without derogating from any other remedies available to Company hereunder or under applicable law, Customer is
liable to Company for any damage to Products (excluding only ordinary wear and tear resulting from proper use thereof)
and for any Products which are not returned to Company upon the effective date of the termination or expiration of this
Agreement, as per Section 7.6.17.6.1 – i.e. that Customer fails (by way of act or omission) to allow and assist Company
to remove the Products as stated in said Section. Customer’s liability to Company will be calculated as follows:
4.
(i)
For damage to Products – an amount based on then-current list price of reconditioned parts (if offered;
otherwise based of then-current list price of new spare part) required to return the Products to a workable state
- electronically, mechanically and physically, damage free, normal wear and tear excluded; and
(ii)
For non-returned Products – an amount of US$25.00 per Product, per each day of delay in the ability of
Company to remove any Product from Customer’s premises, starting as of the time when such Product should
have been removed, as per Section 7.6.1 below. Without derogating from the foregoing, Customer shall also be
liable for any legal expenses, including reasonable attorney fees, incurred by Company in enforcing this Section
3.11.
SPARE PARTS PURCHASED SEPARATELY
4.1. Customer may purchase separate spare parts for the Products, in accordance with Company’s then prevailing price list,
and subject to availability. Shipping terms of such spare parts are Ex Works (
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