85-9108 IRB College ParkI �l
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F-1
ORDINANCE NO. 85-9108
OF THE
CITY OF SALINA, KANSAS
AUTHORIZING THE ISSUANCE OF
$2,400,000 INDUSTRIAL REVENUE BONDS
. SERIES 1985
(COLLEGE PARK VILLAGE RETIREMENT CENTER -
NURSING AND COMMUNITY CENTER PROJECT)
(Published in The Salina Journal, November 14, 1985)
ORDINANCE NO. 85-9108
AN ORDINANCE AUTHORIZING THE CITY OF SALINA,
KANSAS TO ISSUE ITS INDUSTRIAL REVENUE BONDS,
SERIES 1985 (COLLEGE PARK VILLAGE RETIREMENT
CENTER — NURSING AND COMMUNITY CENTER PROJECT) IN
THE AGGREGATE PRINCIPAL AMOUNT OF $2,400,000 FOR
THE PURPOSES OF PURCHASING, ACQUIRING,
CONSTRUCTING AND INSTALLING A NURSING HOME
PROJECT; AUTHORIZING EXECUTION OF A TRUST
INDENTURE BY AND BETWEEN THE CITY AND THE FOURTH
NATIONAL BANK AND TRUST COMPANY, WICHITA, IN THE
CITY OF WICHITA, KANSAS, AS TRUSTEE; AUTHORIZING
THE CITY TO LEASE SAID PROJECT TO COLLEGE PARK
VILLAGE, LIMITED PARTNERSHIP AND AUTHORIZING
EXECUTION OF A LEASE BETWEEN SAID CITY AND
COLLEGE PARK VILLAGE, LIMITED PARTNERSHIP; AND
AUTHORIZING THE EXECUTION OF THE BOND PURCHASE
AGREEMENT FOR THE BONDS BY AND AMONG THE CITY,
COLLEGE PARK VILLAGE, LIMITED PARTNERSHIP AND R.
G. DICKINSON & COMPANY, INC., AS PURCHASER OF THE
BONDS.
WHEREAS, the City of Salina, Kansas is authorized by
.S.A. 12-1740 to 12-1749a, inclusive, as amended (the "Act"),
o acquire, construct and improve and equip certain facilities
as defined in the Act) for commercial, industrial and
anufacturing purposes, and to enter into leases and
ease—purchase agreements with any persons, firm or corporation
or said agreements with any person, firm or corporation for
aid facilities, and to issue revenue bonds for the purpose of
aging the cost of any such facilities; and
WHEREAS, pursuant to the provisions of K.S.A. 12-1740
0 12-1749a, as amended (hereinafter referred to as the "Act"),
aid City is authorized to issue Industrial Revenue Bonds of
he City, and does hereby find and determine that it is
esirable in order to promote, stimulate and develop the
eneral economic welfare and prosperity of the City and the
tate of Kansas that the City issue its Industrial Revenue
ands, Series 1985 (College Park Village Retirement Center —
ursing and Community Center Project) dated November 1, 1985 in
he aggregate principal amount of $2,400,000 (the "Series 1985
onds"), for, the purpose of paying the costs of purchasing,
cquiring, constructing and installing a certain nursing home
acility (the "Project"), as more fully described in the
ndenture and in the Lease hereinafter authorized and which
A.
roject shall be leased by the City to College Park Village,
imited Partnership (the "Tenant"); and
WHEREAS, the City further finds and determines that it
s necessary and desirable in connection with the issuance of
aid Series 1985 Bonds to execute and deliver a Trust Indenture
ated as of November 1, 1985, (the "Indenture"), with The
ourth National Bank and Trust Company, Wichita, Wichita,
ansas, as Trustee (the "Trustee"), for the purpose of issuing
nd securing the Series 1985 Bonds as provided therein and to
nter into a Lease dated as of November 1, 1985 (the "Lease"),
ith the Tenant pursuant to which the City shall cause the
roject to be purchased and constructed and leased to the
enant in consideration of payments of Basic Rent, Additional
ent and other charges provided for therein.
WHEREAS, the City and 'fenant desire to reserve the
fight to finance the purchase, construction and equipping of
dditional buildings and improvements on said real property out
f the proceeds of other Industrial Revenue Bonds issued
ursuant to the provisions of this Ordinance or out of other
unds obtained by the Tenant for said purpose.
NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY
F THE CITY OF SALINA, KANSAS AS FOLLOWS:
Section 1. Definition of Terms. All terms and
hrases not otherwise defined herein shall have the respective
eanings set forth in the Indenture and Lease herein authorized.
Section 2. Authority to Acquire the Project. The
ity of Salina, Kansas, is hereby authorized to acquire the
eal property described in paragraph (a) of Schedule I attached
o this Ordinance and made a part hereof, together with the
uildings, improvements, machinery and equipment described in
aragraph (b) of Schedule 1, all of the property, both real and
ersonal, described in paragraphs (a) and (b) of Schedule I
eing sometimes hereinafter referred to as the "Project", in
ccordance with the provisions contained herein and in the
ease dated as of November 1, 1985, between said City and the
enant, hereinafter referred to as the "Lease", which Lease is
uthorized by this Ordinance, all at a cost to be paid by the
ity from the proceeds of the Industrial Revenue Bonds herein
uthorized not in excess of $2,400,000.
Section 3. Authorization of and Security for the
Bonds. There is hereby authorized and directed to be issued a
eries of industrial revenue bonds to be designated "City of
Salina, Kansas Industrial Revenue Bonds, Series 1985 (College
Park Village Retirement Center — Nursing and Community Center
roject)" in the aggregate principal amount of $2,400,000 (the
"Series 1985 Bonds") for the purpose of providing funds to pay
he cost of acquiring, purchasing, constructing and installing
he Project. The Series 1985 Bonds shall be dated and bear
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nterest, shall mature and be payable at such times, shall be
n such forms, shall be subject to redemption and payment prior
o the maturity thereof, and shall be issued in the manner
rescribed and subject to the provisions, covenants and
r t f
IJ eemen s set orth in the Indenture. The Series 1985 Bonds
hall be payable solely from the revenues derived by the City
ursuant to the Lease, or otherwise in connection with the
roject. The Series 1985 Bonds shall not be general
bligations of or constitute a pledge of the faith and credit
f the City within the meaning of a constitutional or statutory
rovision and shall not be payable in any manner from tax
evenues.
Section 4. Authorization of Indenture. The City is
ereby authorized to enter into the Indenture dated as of
ovember 1, 1985, by and between the City and The Fourth
ational Bank and Trust Company, Wichita, Wichita, Kansas, as
rustee, under which the City shall pledge and assign to the
rustee, for the benefit of the holders of the Bonds, the Trust
state created thereby, all upon the terms and conditions set
orth in said Indenture.
Section 5. Description and Details of the Bonds
esignation of Trustee. There shall be initially issued and
ecured pursuant to this Ordinance a series of Bonds in the
ggregate principal amount of $2,400,000 for the purpose of
roviding funds for paying the Project Costs which series of
onds shall be designated the "City of Salina, Kansas, Kansas
ndustrial Revenue Bonds, Series 1985 (College Park Village
etirement and Center, — Nursing and Community Center
roject)". The Series 1985 Bonds shall be dated November 1,
985, shall become due on the Principal Payment Dates in the
ears and in the respective principal amounts (subject to prior
ademption as hereinafter provided in Section 6) and shall bear
nterest at the rates per annum as follows;
SERIAL BONDS
Maturity Principal
November 1 Amount
Interest
Rate
1988
$ 5,000
8.25%
1989
15,000
8.50%
1990
50,000
8.75,6
1991
50,000
9.00%
1992
55,000
9.25%
1993
60,000
9.50%
1994
70,000
9.75%
1995
90,000
10.00%
1999
2005
TERM BONDS
$ 460,000
1,545,000
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10.50%
11.25%
Payment of the principal and premium, if any, on all
onds shall be made by check or draft upon the presentation and
urrender of such Bonds as the same respectively become due and
ayable at the principal office of The Fourth National Bank and
rust Company, Wichita, Wichita, Kansas (hereinafter referred
o as "Trustee" or "Paying Agent"). Payment of the interest on
ach Bond shall be made by the Trustee on each Interest Payment
ate to the person appearing as the Owner thereof on the
egistration books of the Issuer maintained by the Trustee as
he registered owner thereof by check or draft mailed to such
caner at his address as it appears on such registration books.
The Series 1985 Bonds shall be subject to redemption
rid payment prior to the stated maturity thereof only as
Irovided in Section 6 of this Ordinance.
Section 6. Redemption and Payment of Series 1985
onds Prior• to Maturity. The Series 1985 Bonds shall be
ubject to redemption prior to maturity in accordance with the
erms and provisions of this Section. Additional Bonds shall
e subject to redemption prior to maturity in accordance with
he terms and provisions contained in this Section or as may be
pecified in the Supplemental Ordinance authorizing such
dditional Bonds; provided however no provision shall be made
ith respect to the redemption of any Additional Bonds which
ould result in, or constitute the creation of, a preference or
riority of such Additional Bonds over the Series 1985 Bonds.
The Bonds shall be subject to redemption as follows:
(a) Mandatory Redemption Upon a Determination of
axability. In the event of a Determination of Taxability with
espect to any Series 1985 Bond which is the result of an Event
f Taxability, all of the Series 1985 Bonds then Outstanding
hall be called for redemption and payment on a redemption date
stablished by the City at a redemption price equal to the par
alue of the principal amount thereof, plus accrued interest to
he redemption date, together with a premium which shall be an
mount equal to 5% for each full year or fraction of a year
hich elapses from the date of the Determination of Taxability
rid the redemption date established by the Issuer (which
edemption date shall not be earlier than 45 days or later than
20 days after the date of the Determination of Taxability).
In the event of a Determination of Taxability
hich is the result of a Change in Law, the Series 1985 Bonds
hen Outstanding shall be called for redemption and payment on
redemption date established by The City as provided in the
receding paragraph at a redemption price equal to the par
alue of the principal amount thereof plus accrued interest to
he redemption date, without premium.
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(b) Extraordinary Optional Redemption. In the event
f a Change of Circumstances, the Series 1985 Bonds shall be
ubject to redemption and payment prior to the stated maturity
hereof, at the option of the City, upon instructions from the
enant, on any date at a redemption price equal to the par
alue of the principal amount thereof, plus accrued interest
hereon to the redemption date, without premium, provided all
f the Series 1985 Bonds are so redeemed and paid according to
heir terms.
(c) Optional Redemption. Bonds maturing November 1,
994, and thereafter• shall be subject to redemption and payment
rior to maturity, at the option of the City, upon instructions
rom the Tenant, on and after November 1, 1993, as a whole at
ny time or in part on any interest payment date, at the
espective redemption prices (expressed as percentages of
rincipal amount) set forth below, plus accrued interest
hereon to the date fixed for redemption and payment:
(d) Sinking Fund Redemption.
(1) Each of said Series 1985 Bonds maturing on
ouember• 1, 1999, shall each be subject to mandatory redemption
nd payment from the sinking fund hereafter described on
ouember• 1, 1996, or on November 1 of any year thereafter
ursuant to the redemption schedule hereafter set out, at the
rincipal amount thereof, plus accrued interest thereon to date
ixed for redemption and payment, without premium.
As and for a sinking fund for the retirement of the
nds maturing November 1, 1999, but subject to the provisions
the next paragraph of this Section, the rent payments
ecified in the Lease which are to be deposited in the
incipal and Interest Payment Account created by this
denture commencing on 1995, (the "Sinking Fund Deposits"),
all be sufficient to redeem (after credit as hereinafter
ovided) and the Issuer hereby agrees to redeem the following
incipal amounts of Bonds maturing November 1, 1999, on
vember 1 in each of the following years:
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Redemption
Dates
Redemption
(Both
Inclusive)
Prices
ouember
1,
1993
and
May
1, 1994
103%
ouember
1,
1994
and
May
1, 1995
102 1/2%
ouember
1,
1995
and
May
1, 1996
102%
ouember
1,
1996
and
May
1, 1997
101 1/2%
ouember
1,
1997
and
May
1, 1998
101%
ouember
1,
1998
and
May
1, 1999
100 1/2%
ouember
1,
1999
and
thereafter
100%
(d) Sinking Fund Redemption.
(1) Each of said Series 1985 Bonds maturing on
ouember• 1, 1999, shall each be subject to mandatory redemption
nd payment from the sinking fund hereafter described on
ouember• 1, 1996, or on November 1 of any year thereafter
ursuant to the redemption schedule hereafter set out, at the
rincipal amount thereof, plus accrued interest thereon to date
ixed for redemption and payment, without premium.
As and for a sinking fund for the retirement of the
nds maturing November 1, 1999, but subject to the provisions
the next paragraph of this Section, the rent payments
ecified in the Lease which are to be deposited in the
incipal and Interest Payment Account created by this
denture commencing on 1995, (the "Sinking Fund Deposits"),
all be sufficient to redeem (after credit as hereinafter
ovided) and the Issuer hereby agrees to redeem the following
incipal amounts of Bonds maturing November 1, 1999, on
vember 1 in each of the following years:
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YEAR PRINCIPAL AMOUNT
1996 $ 100,000
1997 110,000
1998 120,000
(Leaving $130,000 to mature November 1, 1999)
he Bonds maturing on November 1, 1999, to be redeemed and paid
ursuant to the operation of the Sinking Fund shall be selected
y lot by the Trustee in such equitable manner as it may
esignate. The Trustee shall each year in which the Bonds are
o be redeemed pursuant to the terms of said Sinking Fund make
imely selection of Bonds to be so redeemed and shall give
otice thereof as provided in the Indenture without further
nstructions from the Issuer or the Tenant.
The Trustee may, at any time after November 1, 1995,
pon instructions from the Tenant use moneys on hand in the
rincipal and Interest Payment Account to purchase Bonds
aturing on November 1, 1999, in the open market at a price not
n excess of the then applicable redemption price specified
bove in subsection (b) of this Section and each Bond so
urchased shall be credited at 100% of the principal amount
hereof on the obligation of the Issuer on the next Sinking
and redemption date for such Bonds and the principal amount of
onds to be redeemed by operation of the Sinking Fund shall be
educed accordingly.
At its option, to be exercised on or before the
orty—fifth (45th) day next preceding any November 1 in the
ears 1995 to 1998, inclusive, the Issuer or the Tenant may:
i) deliver to the Trustee for cancellation, any of such Bonds
aturing on November 1, 1999 in any aggregate principal amount
esired; or (ii) furnish the Trustee with funds together with
ppropriate instructions, for the purpose of purchasing any of
aid Bonds maturing on November 1, 1999, from any owner thereof
hereupon said Trustee shall expend such funds for such purpose
o such extent as may be practical; or (iii) receive a credit
n respect to the Sinking Fund obligation of the Issuer under
he second preceding paragraph of this Section for any Bonds
aturing on November 1, 1999, as the case may be, which prior
o such dates have been redeemed (other than through the
peration of the Sinking Fund requirements of the second
receding paragraph) and cancelled by the Trustee and not
heretofore applied as a credit against any redemption
bligation under• said paragraph. Each► Bond maturing on
ovember 1, 1999, as the case may be, so delivered or purchased
r• previously redeemed shall be credited at 100% of the
rincipal amount thereof on the obligation of the issuer on
uch redemption date, and any excess of such amount shall be
redited on future Sinking Fund obligations for such Bonds in
hronological order and the principal amount of Bonds to be
edeemed by operation of the Sinking Fund shall be accordingly
educed.
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If the Issuer or the Tenant intends to exercise the
ption granted by the provisions of sub—provisions (i), (ii) or
(iii) of the next preceding paragraph, the Issuer or the Tenant
Will on or before the Forty—fifth (45th) day next preceding
ach November 1 in the years from 1995 to 1998, inclusive,
urnish the Trustee with a certificate signed by an appropriate
fficer of the Tenant indicating to what extent the provisions
f said sub—provisions (i), (ii) and (iii) are to be complied
ith in respect to such Sinking Fund payment.
(2) Each of said Series 1985 Bonds maturing on
ovember 1, 2005, shall each be subject to mandatory redemption
nd payment from the sinking fund hereafter described on
ovember 1, 2000, or on November 1 of any year thereafter
ursuant to the redemption schedule hereafter set out, at the
rincipal amount thereof, plus accrued interest thereon. to date
fixed for redemption and payment, without premium.
As and for a sinking fund for the retirement of the
onds maturing November 1, 2005, but subject to the provisions
f the next paragraph of this Section, the rent payments
pecified in the Lease which are to be deposited in the
rincipal and Interest Payment Account created by this
ndenture commencing on 1999, (the "Sinking Fund Deposits"),
hall be sufficient to redeem (after credit as hereinafter
rovided) and the Issuer hereby agrees to redeem the following
rincipal amounts of Bonds maturing November 1, 2005, on
ovember 1 in each of the following years:
YEAR PRINCIPAL AMOUNT
2000
$ 145,000
2001
160,000
2002
180,000
2003
200,000
2004
220,000
(Leaving $640,000 to mature November 1, 2005)
he Bonds maturing on November 1, 2005, to be redeemed and paid
ursuant to the operation of the Sinking Fund shall be selected
y lot by the Trustee in such equitable manner as it may
esignate. The Trustee shall each year in which the Bonds are
o be redeemed pursuant to the terms of said Sinking Fund make
imely selection of Bonds to be so redeemed and shall give
otice thereof as provided in the Indenture without further
nstructions from the Issuer or the Tenant.
The Trustee may, at any time after November_1, 1999, upon
nstructions from the Tenant use moneys on hand in the
rincipal and Interest Payment Account to purchase Bonds
maturing on November 1, 2005, in the open market at a price not
n excess of the then applicable redemption price specified
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bove in subsection (b) of this Section and each Bond so
urchased shall be credited at 100% of the principal amount
hereof on the obligation of the Issuer on the next Sinking
and redemption date for such Bonds and the principal amount of
onds to be redeemed by operation of the Sinking Fund shall be
educed accordingly.
At its option, to be exercised on or before the Forty—fifth
45th) day next preceding any November 1 in the years 1999 to
2004, inclusive, the Issuer or the Tenant may: (i) deliver to
he Trustee for cancellation, any of such Bonds maturing on
ovember 1, 2005 in any aggregate principal amount desired; or
ii) furnish the Trustee with funds together with appropriate
nstructions, for the purpose of purchasing any of said Bonds
aturing on November 1, 2005, from any owner thereof whereupon
aid Trustee shall expend such funds for such purpose to such
xtent as may be practical; or (iii) receive a credit in
espect to the Sinking Fund obligation of the Issuer under the
econd preceding paragraph of this Section for any Bonds
aturing on November 1, 2005, as the case may be, which prior
o such dates have been redeemed (other than through the
peration of the Sinking Fund requirements of the second
receding paragraph) and cancelled by the Trustee and not
heretofore applied as a credit against any redemption
bligation under said paragraph. Each Bond maturing on
ovember 1, 2005, as the case may be, so delivered or purchased
r previously redeemed shall be credited at 100° of the
rincipal amount thereof on the obligation of the issuer on
uch redemption date, and any excess of such amount shall be
redited on future Sinking Fund obligations for such Bonds in
hronological order• and the principal amount of Bonds to be
edeemed by operation of the Sinking Fund shall be accordingly
educed.
If the Issuer or the Tenant intends to exercise the option
anted by the provisions of sub—provisions (i), (ii) or (iii)
the next preceding paragraph, the Issuer or the Tenant will
or before the Forty—fifth (45th) day next preceding each
vember 1 in the years from 1999 to 2004, inclusive, furnish
e Trustee with a certificate signed by an appropriate officer
the Tenant indicating to what extent the provisions of said
b—provisions (i), (ii) and (iii) are to be complied with in
spect to such Sinking Fund payment.
Section 6. Notice of Redemption. Notice of the call for
any redemption identifying the Bonds or portions thereof to be
deemed shall be given by the Trustee, in the name of the
Issuer, by mailing a copy of the redemption notice at least 30
ys prior to the date fixed for redemption to the Owner of
ch Bond to be redeemed at the address shown on the
gistration books maintained by the Trustee; provided,
Wever, that failure to give such notice by mailing as
oresaid, or• any defect therein, shall not affect the validity
any proceedings for the redemption of the Bonds. Any notice
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f redemption shall state the date of redemption, the place or
laces at which such Bonds shall be presented for payment, the
eries, maturities and numbers of the Bonds or portions of
onds to be redeemed (arid in the case of the redemption of a
ortion of any Bond the principal amount thereof being
edeemed), the redemption price and shall state that interest
n the Bonds described in such notice will cease to accrue from
rid after, the redemption date.
Section 7. Registration, Transfer and Exchange of Bonds.
(a) The Trustee shall keep books for, the registration and
or the transfer or exchange of Bonds as provided in this
rndenture .
(b) Any Bond may be transferred or exchanged only upon the
ooks maintained by Trustee for, the registration and transfer
f Bonds upon surrender thereof to the Trustee duly endorsed
or transfer or exchanged or, accompanied by an assignment or
fter written instructions duly executed by the Owner or his
ittorney or legal representative in such form as shall be
atisfactory to the Trustee. The Issuer shall execute and the
rustee shall authenticate and deliver in exchange for such
and -a new Bond or Bonds, registered in the name of the
ransferee, or, in the case of an exchange, the Owner of any
enomination or denominations authorized by this Indenture in
n aggregate principal amount equal to the principal amount of
uch Bond, of the same series and maturity and bearing interest
t the same rate.
(c) In all cases in which Bonds shall be exchanged or
ransferred hereunder, the Issuer shall execute and the Trustee
hall authenticate and deliver at the earliest practicable time
onds in accordance with the provisions of this Indenture. All
onds surrendered in any such exchange or transfer shall
orthwith be cancelled by the Trustee. The Issuer or the
rustee may make a charge for every such exchange or transfer
f Bonds sufficient to reimburse it for any tax, fee or other
overnmental charge required to be paid with respect to such
xchange or transfer, and such charge shall be paid by the
ondowner before any such new Bond shall be delivered. Neither
he Issuer nor the Trustee shall be required to make any such
xchange or transfer of Bonds on or after the Record Date
receding a Payment Date on the Bonds or, in the case of any
roposed redemption of Bonds, during the 15 days immediately
recedinq the selection of Bonds for, such redemption or after
uch Bonds or any portion thereof has been selected for
edemption.
Section 8. Persons Deemed Owners of Bonds. The person in
hose name any Bond shall be registered as shown on the
registration books required to be maintained by the Trustee by
his Article shall be deemed and regarded as the absolute owner
hereof for all purposes. Payment of, or on account of the
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aw
Section 9. Execution and Authentication of Bonds.
(a) The Bonds shall be executed on behalf of the
ssuer by the manual or facsimile signature of the Mayor, Vice
layor or President of the Council, as the case may be, and
ttested by the manual or facsimile signature of its City
lerk, Deputy or Assistant City Clerk, and shall have the
orporate seal of the Issuer affixed thereto or imprinted
hereon. In case any officer whose signature or facsimile
hereof appears on any Bonds shall cease to be such officer
efore the delivery of such Bonds, such signature or facsimile
hereof shall nevertheless be valid and sufficient for all
urposes, the same as if such person had remained in office
ntil delivery. Any Bond may be signed by such persons as at
he actual time of the execution of such Bond shall be the
roper officers to sign such Bond although on the date of such
and such persons may not have been such officers.
(b) The Bonds shall have endorsed thereon a
ertificate of Authentication, which shall be manually executed
y the Trustee. No Bond shall be entitled to any security or
enefit under, this Indenture or shall be valid or obligatory
o.r any purpose unless and until such Certificate of
uthentication shall have been duly executed by the Trustee.
uch executed Certificate of Authentication upon any Bond shall
e conclusive evidence that such Bond has been duly
uthenticated and delivered under this Indenture. The
ertificate of Authentication on any Bond shall be deemed to
ave been duly executed if signed by any authorized officer or
mployee of the Trustee, but it shall not be necessary that the
ame officer or employee sign the Certificate of Authentication
n all of the Bonds that may be issued hereunder at any one
lime.
Section 10. Form of Bonds. The Bonds and the
ertificates shall be in substantially the following form:
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rincipal
and shall
of and premium, if any, and,
be made only to
interest
on any such
or upon the
order of
the Owner
hereof or
his legal representative.
All such
payments shall
e valid and
effectual to satisfy and
discharge
the liability
Vponsuch
Bond, including the interest
thereon,
to the extent
the sum
or sums so paid.
Section 9. Execution and Authentication of Bonds.
(a) The Bonds shall be executed on behalf of the
ssuer by the manual or facsimile signature of the Mayor, Vice
layor or President of the Council, as the case may be, and
ttested by the manual or facsimile signature of its City
lerk, Deputy or Assistant City Clerk, and shall have the
orporate seal of the Issuer affixed thereto or imprinted
hereon. In case any officer whose signature or facsimile
hereof appears on any Bonds shall cease to be such officer
efore the delivery of such Bonds, such signature or facsimile
hereof shall nevertheless be valid and sufficient for all
urposes, the same as if such person had remained in office
ntil delivery. Any Bond may be signed by such persons as at
he actual time of the execution of such Bond shall be the
roper officers to sign such Bond although on the date of such
and such persons may not have been such officers.
(b) The Bonds shall have endorsed thereon a
ertificate of Authentication, which shall be manually executed
y the Trustee. No Bond shall be entitled to any security or
enefit under, this Indenture or shall be valid or obligatory
o.r any purpose unless and until such Certificate of
uthentication shall have been duly executed by the Trustee.
uch executed Certificate of Authentication upon any Bond shall
e conclusive evidence that such Bond has been duly
uthenticated and delivered under this Indenture. The
ertificate of Authentication on any Bond shall be deemed to
ave been duly executed if signed by any authorized officer or
mployee of the Trustee, but it shall not be necessary that the
ame officer or employee sign the Certificate of Authentication
n all of the Bonds that may be issued hereunder at any one
lime.
Section 10. Form of Bonds. The Bonds and the
ertificates shall be in substantially the following form:
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1 11 FACE OF THE BOND
o. $
United States of America
State of Kansas
City of Salina, Kansas
Industrial Revenue Bond
Series 1985
(College Park Village Retirement and Center —
Nursing and Community Center Project)
ate of Maturity Dated
Interest: Date: — Date:November 1, 1985 CUSIP:
Registered Owner:
Principal Amount: Dollars
The City of Salina, Kansas, a municipal corporation of
he State of Kansas (the "Issuer"), for value received,
romises to pay, but solely from the sources hereinafter
eferred to, to the registered owner identified above, or
egistered assigns, upon the presentation and surrender of this
ond, the principal sum identified above on the maturity date
hown, in any coin or currency of the United States of America
hich on the date of payment thereof is legal tender for the
ayment of public and private debts, at the principal offices
f The Fourth National Bank and Trust Company, Wichita, in the
ity of Wichita, Kansas (the "Paying Agent" and "Trustee"), and
n like manner to pay to the registered owner ("Owner") hereof,
y check or draft mailed to the'Owner at his address as it
ppears on the bond registration books of the Issuer kept by
he Trustee under the within mentioned Ordinance, interest on
aid principal sum from the effective date of registration of
his Bond (which date is set forth on this Bond) at the rate of
nterest shown above per, annum payable semiannually on May 1
nd November 1 in each year, commencing on May 1, 1986, until
aid principal sum is paid.
Reference is hereby made to the further provisions of
his Series 1985 Bond set forth on the reverse side hereof and
uch further provisions shall for all purposes have the same
ffect as if set forth on the face hereof.
It is Hereby certified and declared that all acts,
ondi.tions and things required to exist, happen and be
erformed precedent to and in the execution and delivery of the
ndenture and the issuance of this Bond do exist, have happened
and have been performed in due time, form and manner as
equired by law.
—44—
In witness Whereof, Issuer has caused this Bond to be
xecuted in its name by the manual or facsimile signature of
he Mayor and attested by the manual or facsimile signature of
is City Clerk and its official seal to be affixed hereto or
mprinted hereon, and has caused this Bond to be dated as of
ovember 1, 1985,
CITY OF SALINA, KANSAS
Facsimile Seal) By
iTEST: Merle A. Hodges, M.D., Mayor
. L. Harrison, City Cler
—45—
(FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION)
This Bond is one of the City of Salina, Kansas
ndustrial Revenue Bonds, Series 1985 (College Park Village
etirement and Center — Nursing and Community Center Project),
escribed in the Within—mentioned Trust Indenture. The
ffective date of registration of this Bond is
THE FOURTH NATIONAL BANK AND
TRUST COMPANY, WICHITA
Wichita, Kansas
Trustee
By
Authorized Officer
—46—
III
REVERSE OF THE BOND
This Bond is one of a duly authorized series of Bonds
�f the Issuer designated "City of Salina, Kansas Industrial
'evenue Bonds, Series 1985 (College Park Village Retirement and
enter — Nursing and Community Center Project)", in the
ggregate principal amount of $2,400,000 (the "Series 1985
onds"), issued for, the purpose of providing funds to pay the
ost of acquiring, purchasing, constructing and installing
ertain facilities (the "Project"), to be leased by the Issuer
o College Park Village, Limited Partnership, a Kansas Limited
artnership (the "Tenant"), under the terms of a Lease
greement dated as of November 1, 1985, between the Issuer and
he Tenant (said Lease Agreement, as amended and supplemented
rom time to time in accordance with the provisions thereof,
Bing herein called the "Lease"), all pursuant to the authority
f and in conformity with the provisions, restrictions and
imitations of the Constitution and statutes of the State of
ansas, including particularly K.S.A. 12-1740 to 12-1749x,
nclusive, as amended, and pursuant to proceedings duly had by
he Governing Body of the Issuer.
The Series 1985 Bonds are issued under and are equally
nd ratably secured and entitled to the protection of the Trust
ndenture, dated as of November 1, 1985 (said Trust Indenture,
s amended and supplemented from time to time in accordance
ith the provisions thereof, being herein called the
'Indenture"), between the Issuer and the Trustee. Subject to
he terms and conditions set forth therein, the Indenture
ermits the Issuer to issue Additional Bonds (as defined
herein) secured by the Indenture ratably secured and on a
Rarity with the Series 1985 Bonds (the Series 1985 Bonds
ogether with such Additional Bonds being herein referred to
ollectiuely as the "Bonds"). Reference is hereby made to the
ndenture for a description of the provisions, among others,
ith respect to the nature and extent of the security for the
onds, the rights, duties and obligations of the Issuer, the
rustee and the owners of the Bonds, and the terms upon which
he Bonds are issued and secured.
REDEMPTION OF BONDS
Redemption Upon a Determination of Taxability. In the
vent the interest on the Series 1985 Bonds is includible in
he gross income of the recipients thereof for Federal income
x purposes (a Determination of Taxability as provided in the
Indenture) which is the result of an Event of Taxability (as
fined in the Indenture) all of the Bonds then Outstanding
hall be called for redemption and payment on a redemption date
stablished by the Issuer at a redemption price equal to the
r value of the principal amount thereof, plus accrued
terest to the redemption date, together with a premium which
;all be equal to 5% for each full year or fraction of a year
ich elapses after the date on which the interest is
—47—
mw
etermined to be includible in the gross income of the
recipients and the date of redemption established by the Issuer
which date of redemption shall not be earlier than 45 days or
ater than 120 days after the Date of Determination of
axability).
In the event of a Determination of Taxability which is
he result of a Change in Law (as defined in the Indenture) the
eries 1985 Bonds then Outstanding shall be called for
edemption and payment on a redemption date established by
ssuer at a redemption price equal to the par value of the
rincipal amount thereof plus accrued interest to the
edemption date, without premium.
Extraordinary Optional Redemption. In the event of a
hange in Circumstances (as defined in the Indenture), the
eries 1985 Bonds are subject to redemption and payment prior
o maturity thereof at the option of the Issuer, upon
nstructions from the Tenant, on any date at a redemption price
qual to the par value of the principal amount thereof, plus
ccrued interest thereon to the redemption date, without
remium.
Optional Redemption. The Series 1985 Bonds maturing
ovember 1, 1994, and thereafter shall be subject to redemption
nd payment prior to maturity, at the option of the Issuer,
pon instructions from the Tenant, on and after November 1,
993, as a whole at any time or in part on any interest payment
ate, at the respective redemption prices (expressed as
ercentages of principal amount) set forth below, plus accrued
nterest thereon to the date fixed for redemption and payment:
Redemption.Dates Redemption
nth Inclusive) Prices
ovember 1, 1993 and May 1, 1994 103%
ovember 1, 1994 and May 1, 1995 102 1/2%
ovember 1, 1995 and May 1, 1996 102%
ovember 1, 1996 and May 1, 1997 101 1/2%
ovember 1, 1997 and May 1, 1998 101%
ovember 1, 1998 and May 1, 1999 100 1/2%
ovember 1, 1999 and thereafter 100%
Sinking Fund Redemption. Each of said Series 1985
onds maturing on November 1, 1999, shall each be subject to
andatory redemption and payment from the sinking fund
ereafter described on November 1, 1996, or on November 1 of
ny year thereafter pursuant to the redemption schedule
ereafter set out, at the principal amount thereof, plus
ccrued interest thereon to date fixed for redemption and
ayment, without premium.
As and for a sinking fund for the retirement of the
onds maturing November 1, 1999, but subject to the provisions
—48—
f the next paragraph of this Section, the rent payments
pecified in the Lease which are to be deposited in the
rincipal and Interest Payment Account created by this
ndenture commencing on 1995, (the "Sinking Fund Deposits"),
hall be sufficient to redeem (after credit as hereinafter
rovided) and the Issuer hereby agrees to redeem the following
rincipal amounts of Bonds maturing November 1, 1999, on
ovember 1 in each of the following years:
YEAR PRINCIPAL AMOUNT
1996 $ 100,000
1997 110,000
1998 120,000
(Leaving $130,000 to mature November 1, 1999)
he Bonds maturing on November 1, 1999, to be redeemed and paid
ursuant to the operation of the Sinking Fund shall be selected
y lot by the Trustee in such equitable manner as it may
esignate. The Trustee shall each year in which the Bonds are
o be redeemed pursuant to the terms of said Sinking Fund make
imely selection of Bonds to be so redeemed and shall give
otice thereof as provided in the Indenture without further
nstructions from the Issuer or the Tenant.
The Trustee may, at any time after November 1, 1995,
pon instructions from the Tenant use moneys on hand in the
rincipal and Interest Payment Account to purchase Bonds
maturing on November 1, 1999, in the open market at a price not
n excess of the then applicable redemption price specified
bove in subsection (b) of this Section and each Bond so
urchased shall be credited at 100% of the principal amount
hereof on the obligation of the Issuer on the next Sinking
and redemption date for such Bonds and the principal amount of
onds to be redeemed by operation of the Sinking Fund shall be
educed accordingly.
At its option, to be exercised on or before the
orty—fifth (45th) day next preceding any November 1 in the
ears 1995 to 1998, inclusive, the Issuer or the Tenant may:
G) deliver to the Trustee for cancellation, any of such Bonds
maturing on November 1, 1999 in any aggregate principal amount
esired; or (ii) furnish the Trustee with funds together with
ppropriate instructions, for the purpose of purchasing any of
aid Bonds maturing on November 1, 1999, from any owner thereof
hereupon said Trustee shall expend such funds for such purpose
o such extent as may be practical; or (iii) receive a credit
n respect to the Sinking Fund obligation of the Issuer under
he second preceding paragraph of this Section for any Bonds
maturing on November 1, 1999, as the case may be, which prior
o such dates have been redeemed (other than through the
operation of the Sinking Fund requirements of the second
receding paragraph) and cancelled by the Trustee and not
—49—
heretofore applied as a credit against any redemption
obligation under said paragraph. Each Bond maturing on
ovember 1, 1999, as the case may be, so delivered or purchased
r previously redeemed shall be credited at 100% of the
rincipal amount thereof on the obligation of the issuer on
uch redemption date, and any excess of such amount shall be
redited on future Sinking Fund obligations for such Bonds in
hronological order and the principal amount of Bonds to be
adeemed by operation of the Sinking Fund shall be accordingly
educed.
If the Issuer or the Tenant intends to exercise the option
ranted by the provisions of sub—provisions (i), (ii) or (iii)
f the next preceding paragraph, the Issuer or the Tenant will
n or before the Forty—fifth (45th) day next preceding each
ovember 1 in the years from 1995 to 1998, inclusive, furnish
he Trustee with a certificate signed by an appropriate officer
f the Tenant indicating to what extent the provisions of said
ub—provisions (i), (ii) and (iii) are to be complied with in
espect to such Sinking Fund payment.
(2) Each of said Series 1985 Bonds maturing on November 1,
005, shall each be subject to mandatory redemption and payment
rom the sinking fund hereafter described on November 1, 2000,
r on November 1 of any year thereafter pursuant to the
ademption schedule hereafter set out, at the principal amount
hereof, plus accrued interest thereon to date fixed for
edemption and payment, without premium.
As and for a sinking fund for the retirement of the Bonds
iaturing November 1, 2005, but subject to the provisions of the
ext paragraph of this Section, the rent payments specified in
he Lease which are to be deposited in the Principal and
nterest Payment Account created by this Indenture commencing
n 1999, (the "Sinking Fund Deposits"), shall be sufficient to
edeem (after credit as hereinafter provided) and the Issuer
ereby agrees to redeem the following principal amounts of
onds maturing November 1, 2005, on November 1 in each of the
ollowing years:
YEAR PRINCIPAL AMOUNT
2000 $ 140,000
2001 160,000
2002 180,000
2003 200,000
2004 220,000
(Leaving $640,000 to mature November 1, 2005)
he Bonds maturing on November• 1, 2005, to be redeemed and paid
ursuant to the operation of the Sinking Fund shall be selected
y lot by the Trustee in such equitable manner as it may
esignate. The Trustee shall each year in which the Bonds are
—50—
o be redeemed pursuant to the terms of said
imely selection of Bonds to be so redeemed
otice thereof as provided in the Indenture
nstructions from the Issuer or the Tenant.
Sinking Fund make
and shall give
without further
The Trustee may, at any time after November 1, 1999, upon
nstructions from the Tenant use moneys on hand in the
rincipal and Interest Payment Account to purchase Bonds
aturing on November, 1, 2005, in the open market at a price not
n excess of the then applicable redemption price specified
bove in subsection (b) of this Section and each Bond so
urchased shall be credited at 100% of the principal amount
hereof on the obligation of the Issuer on the next Sinking
and redemption date for such Bonds and the principal amount of
onds to be redeemed by operation of the Sinking Fund shall be
educed accordingly.
At its option, to be exercised on or before the Forty—fifth
45th) day next preceding any November 1 in the years 1999 to
004, inclusive, the Issuer or the Tenant may: (i) deliver to
he Trustee for cancellation, any of such Bonds maturing on
ovember 1, 2005 in any aggregate principal amount desired; or
ii) furnish the Trustee with funds together with appropriate
nstructions, for the purpose of purchasing any of said Bonds
aturing on November 1, 2005, from any owner thereof whereupon
aid Trustee shall expend such funds for such purpose to such
xtent as may be practical; or (iii) receive a credit in
espect to the Sinking Fund obligation of the Issuer under the
econd preceding paragraph of this Section for any Bonds
aturing on November 1, 2005, as the case may be, which prior
o such dates have been redeemed (other than through the
peration of the Sinking Fund requirements of the second
receding paragraph) and cancelled by the Trustee and not
heretofore applied as a credit against any redemption
bligation under said paragraph. Each Bond maturing on
ovember 1, 2005, as the case may be, so delivered or purchased
r previously redeemed shall be credited at 100% of the
rincipal amount thereof on the obligation of the issuer on
uch redemption date, and any excess of such amount shall be
redited on future Sinking Fund obligations for such Bonds in
hronological order and the principal amount of Bonds to be
edeemed by operation of the Sinking Fund shall be accordingly
educed.
If the Issuer or the Tenant intends to exercise the option
ranted by the provisions of sub—provisions (i), (ii) or (iii)
f the next preceding paragraph, the Issuer or the Tenant will
n or before the Forty—fifth (45th) day next preceding each
ovember 1 in the years from 1999 to 2004, inclusive, furnish
he Trustee with a certificate signed by an appropriate officer
f the Tenant indicating to what extent the provisions of said
ub—provisions (i), (ii) and (iii) are to be complied with in
respect to such Sinking Fund payment.
—51—
In the event any of the Bonds are called for redemption as
foresaid, notice thereof identifying the Bonds to be redeemed
All be given by mailing a copy of the redemption notice at
east 30 days prior to the date fixed for redemption to the
wrier of each Bond to be redeemed at the address shown on the
egistration books maintained by the Trustee; provided,
owever, that failure to give such notice by mailing as
foresaid, or any defect therein, shall not affect the validity
f any proceedings for the redemption of Bonds. All Bonds so
alled for redemption will cease to bear interest on the
pecified redemption date and shall no longer be secured by the
ndenture and shall not be deemed to be Outstanding under the
rovisions of the Indenture.
The Series 1985 Bonds and the interest thereon are limited
bligations of the Issuer payable exclusively out of the
evenues derived by the Issuer from the Project, including but
of limited to the rents, revenues and receipts under the
ease, and are secured by a pledge of the Project and a pledge
nd assignment of such rents, revenues and receipts, including
11 rentals and other amounts to be received by the Issuer
rider and pursuant to the Lease, all as provided in the
ndenture. The Bonds and the interest thereon do not
onstitute a debt or general obligation of Issuer, the State of
ansas or any municipal corporation thereof, and are not
ayable in any manner by taxation. The Bonds shall not
onstitute an indebtedness within the meaning of any
onstitutional or, statutory debt limitation or restriction.
ursuant to the provisions of the Lease, Rental Payments are to
e paid by the Tenant directly to the Trustee for the account
f the Issuer and deposited in a special trust account created
y the Issuer and designated "City of Salina, Kansas, Principal
nd Interest Payment Account for Industrial Revenue Bonds
College Park Village Retirement Center — Nursing and Community
enter Project)". The full and prompt payment of the principal
f,"redemption premium, if any, and interest on the Bonds is
nconditionally guaranteed by the Tenant to the Trustee for the
enefit of the Owners of the Bonds, under the terms of a
eparate Guaranty Agreement dated as of November 1, 1985.
The Owner of this Bond shall have no right to enforce
he provisions of the Indenture or to institute action to
enforce the convenants therein, or to take any action with
espect to any event of default under the Indenture, or to
nstitute, appear in or defend any suit or other proceedings
ith respect thereto, except as provided in the Indenture. In
ertain 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
ecome or may be declared due and payable prior to the stated
nMaturity thereof, together with interest accrued thereon.
difications or alterations of this Bond or the Indenture may
made only to the extent and under- the circumstances
.rmitted by the Indenture.
—52—
(FORM OF ASSIGNMENT)
FOR VALUE RECEIVED, the undersigned hereby sells,
ssigns and transfers unto
Print or Type Name and Address of Transferee
he within Bond and all rights thereunder, and hereby
uthorizes the transfer of the within Bond on the books kept by
he Trustee for the registration and transfer of Bonds.
ated:
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:
By_
Title:
—53—
This Bond is transferable, as provided in the
ndenture, only upon the registration books
of the Issuer kept
For that purpose at the above mentioned office of the Trustee
y the Owner hereof in person or by his duly authorized
ttorney, upon surrender of this Bond together with a written
nstrument of transfer satisfactory to the Trustee duly
xecuted by the Owner or his duly authorized attorney, and
hereupon a new Bond or Bonds and in the same aggregate
rincipal amount, shall be issued to the transferee in exchange
herefor as provided in the Indenture, and upon payment of the
harges therein prescribed. The Tenant has agreed to pay as
dditional Rent under the Lease all costs incurred in
onnection with the issuance, transfer, exchange, registration,
edemption or payment of the Bonds except (a) the reasonable
ees and expenses in connection with the replacement of the
and or Bonds mutilated, stolen, lost or destroyed or (b) any
ax or• other, governmental charge imposed in relation to the
ransfer, exchange, registration, redemption or payment of the
onds. The Issuer, the Trustee and any Paying Agent may deem
nd treat the person in whose name this Bond is registered as
he absolute Owner hereof for the purpose of receiving payment
f, or on account of, the principal or redemption price hereof
nd interest due hereon and for all other purposes.
This Bond shall not be valid or become obligatory for
ny purpose or be entitled to any security or benefit under the
Indenture until the Certificate of Authentication hereon shall
ave been executed by the Trustee.
(FORM OF ASSIGNMENT)
FOR VALUE RECEIVED, the undersigned hereby sells,
ssigns and transfers unto
Print or Type Name and Address of Transferee
he within Bond and all rights thereunder, and hereby
uthorizes the transfer of the within Bond on the books kept by
he Trustee for the registration and transfer of Bonds.
ated:
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:
By_
Title:
—53—
W
Section 11. Authentication, Execution and Delivery of
he Bonds. The Mayor and City Clerk are hereby authorized and
irected to prepare and execute the Bonds herein authorized, in
he manner hereinbefore specified, and to obtain their
uthentication by the Trustee and to cause said Trustee to
eliver said Bonds to the Original Purchaser, on payment of the
urchase price therefor. The Trustee shall authenticate said
onds in the principal amount of $2,400,000 and deliver the
ame as provided above.
Section 12. Designation of Trustee• Project Fund.
'he Fourth National Bank and Trust Company, Wichita, Wichita,
ansas, is hereby designated as the City's Trustee under the
rovisions of this Ordinance and of said Lease and Indenture,
nd the proceeds of the said Bonds shall be deposited with said
rustee. Under Section 501 of the Indenture it is authorized
nd ordered to be established in the custody of said Trustee a
eparate fund or account designated "City of Salina, Kansas,
ollege Park Village, Limited Partnership Project Fund"
hereinafter referred to as the "Project Fund"), which the
rustee shall hold in trust pursuant to the terms hereof and
stablished in the Indenture hereinafter authorized.
Section 13. Disposition of Bond Proceeds. The
rustee shall first pay from the proceeds of the sale of said
onds any accrued interest and any premium received therefrom
he "City of Salina, Kansas, Principal and Interest Payment
ccount (College Park Village Retirement Center — Nursing and
Iommunity Center• Project)", as created by Section 601 of the
ridenture and next deposit the sum of $150,00 into the "City of
alina, Kansas, Bond Reserve Account (College Park Village
etirement Center — Nursing and Community Center Project)", as
reated by Section 604 of the Indenture. The balance of the
roceeds of the sale of said Bonds shall be deposited in the
roject Fund.
Section 14. Acquisition, Purchase Construction and
uipping of Project, Use of Project Fund. The Trustee shall
ke disbursements from the Project Fund for the acquisition of
e Project as provided in the Lease.
Any amount remaining in the Project Fund after
he Project has been paid for, lien free, as provided in the
ease shall be deposited by the Trustee in the Principal and
nterest Payment Account created by Section 501 of the
ndenture.
The City covenants and agrees that it will neither
make nor permit the Trustee or the Tenant to make any use of
he proceeds of the Bonds which, if such use had been
easonably expected on the date of issuance of the Bonds, would
have caused the Bonds to be arbitrage bonds within the meaning
f Section 103(c) of the Internal Revenue Code of 1954, as
ended, and the City will comply with, and will take all
—54—
ecessary action to cause the Trustee and the Tenant to comply
ith, all applicable requirements of said Section 103(c) and
he rules and regulations of the United States Treasury
Department thereunder for so long as any of the Bonds remain
outstanding and unpaid.
Section 15. Investment of Moneys in Funds. Moneys
eld in the Project Fund and the Principal and Interest Payment
ccount, the Bond Reserve Account and the Project Replacement
Fund shall be separately invested and reinvested by the Trustee
n Investment Securities which mature or are subject to
ademption by the owner prior to the date such Funds will be
eeded; provided, however, that such moneys shall not be
nvested in such manner as will violate the provisions set out
n the Indenture. Any such Investment Securities shall be held
y or under the control of the Trustee and shall be deemed at
11 times a part of the fund or account in which such moneys
re originally held, and the interest accruing thereon and any
rofit realized from such Investment Securities shall be
redited to and accumulated in such Fund, and any loss
esulting from such Investment Securities shall be charged to
ucf Fund. The Trustee shall sell and reduce to cash a
ufficient amount of such Investment Securities whenever the
ash balance in any fund or account is insufficient for the
rposes of such fund or account. In determining the balance
:n any fund or account, investments in such fund or account
hall be valued at the lower of their original cost or their
it market value as of the most recent Payment Date. The
ustee may make any and all investments permitted by the
ovisions of this Section through its own bond department or
ort—term investment department.
Section 16. Payment of Balance in Accounts to
nant. After payment in full of the Bonds and the applicable
es, charges and expenses of the Trustee and other amounts
quired to be paid hereunder, all amounts remaining in any
nd or account created by the Indenture shall be paid to the
nant as provided in the Lease.
Section 17. Covenant to Pay Principal and Interest
d Make Other Payments. The City covenants that it will
omptly pay, or cause to be paid, from funds available for
ch purposes, the principal of and interest and redemption
emium if any, on the Bonds issued under this Ordinance.
Section 18. Covenant to redeem Bonds and To Give
tice. Any moneys received by said City or the Trustee for
e purpose of, or which may be used for the purpose of, paying
id Bonds prior to their, stated date of maturity shall be
posted as set forth in the Indenture, as authorized herein.
Section 19. Particular Covenants of the City. So
ng as any of the principal of and interest on the Bonds
f rein authorized remain outstanding and unpaid, or until
—55—
ayment thereof has been provided for, the City covenants with
ach of the owners of said Bonds as follows: 0
(a) The City will in good faith comply fully
ith all the terms, provisions and conditions of the Lease
hich require performance by, or impose duties on, the City and
he City will not knowingly permit any default in said Lease to
ccur on the part of the City; it will in good faith fully and
romptly enforce all of the terms, provisions and conditions of
he Lease which require performance by, or impose duties on,
he Tenant and in the event of the occurrence of a default, as
efined in the Lease, will in good faith exercise all rights
nd remedies conferred by the Lease and the laws of the State
f Kansas necessary for the full and complete protection of the
ecurity and rights of the bondholders and will use its best
(forts to procure a new tenant or tenants for the Project
nder provisions which will provide funds sufficient in amount
o make the rental payments and other payments which the Tenant
s required to make under the Lease, and will deposit the same
n the Principal and Interest Account. If the City is unable
o procure a new tenant who will enter into such a lease, the
ity may take such good faith action as shall be in the best
nterests of the bondholders which may include the sale of the
roject, and if the Project is sold, after deducting all costs
f the sale, any moneys derived from such sale shall be used
or the purpose of paying the principal of and interest and
edemption premium, if any, on the Bonds.
(b) The City will in good faith enforce
ollection of the rental payments and other charges in the
mounts and at the times set forth in the Lease and will not
educe or cause or permit to be reduced the rental payments and
ther charges fixed, established and required by the'Lease nor
hange or alter the time or times when the same are due and
ayable under the Lease.
(c) The City will not permit or consent to any
hange, amendment, modification, termination or any assignment
f the Lease, except to the extent provided therein, and no
uch change, amendment, modification, termination or
ssignment, if permitted by the Lease, shall violate the City's
bligation under Subsection (b) of this Section.
(d) The City will not consent to any
ssolution, liquidation, consolidation or merger of the
nant, except to the extent provided in the Lease.
(e) Any purchase price of the Project, any
roceeds of condemnation awards, insurance proceeds or other
unds intended for the purpose of paying said Bonds and the
nterest thereon as provided in the Lease shall be deposited
ith the Trustee and used solely and exclusively for said
urpose. Upon receipt of any such funds, to the extent deemed
easible by the Trustee and upon instructions from the Tenant
—56—
a
o call said Bonds, if such instructions are necessary under
he provisions of Section 4 hereof, if said Bonds then be
subject to redemption and payment or as soon thereafter as
said Bonds become subject to redemption, the Trustee shall
all said Bonds in the name of the City according to their
erms and shall give notice of such redemption as provided in
his Ordinance. Any such funds shall be used for the payment
f the principal of the Bonds herein authorized, accrued
nterest thereon, any redemption premium provided for by this
rdinance and for the charges of the Trustee and the Paying
gent for paying the same.
(f) The City will not, except to the extent
ermitted by Section 19 hereof, issue any other obligations
ayable from payments made by the Tenant pursuant to the
ease, or otherwise, nor voluntarily create or cause to be
rested any debt, lien, pledge, assignment, encumbrance, or
ny other charge on said payments or on the Project, except as
rovided therein, nor will it, unless provided for by the
erms of said Lease or of this Ordinance, sell or otherwise
ispose of the Project or any part thereof.
(g) The City will in good faith cause the
enant to keep constantly insured all buildings and
improvements from time to time constituting a part of the
roject and obtain other insurance and bonds in the manner and
o the extent provided in the Lease. The proceeds of any
insurance policies payable to the City shall be paid to and
eposited with the Trustee as Insurance Trustee. Any of the
roceeds of such policies shall be used and applied in the
anner set forth in said Lease.
(h) The City will use reasonable efforts to
ause the Trustee to keep adequate books and records relating
o the Project, which shall be separate and apart from all
ther books, records and accounts of the City or the Trustee
n which complete and correct entries shall be made in
ccordance with standard principles of accounting of all
ransactions relating to the Bonds and the Project, and the
rustee shall annually prepare a statement of all rentals
eceived and funds expended. Any bondowner or the Tenant or
he Original Underwriter, or their agents, shall have the
ights at all reasonable times to inspect all books, records,
ccounts and data of the City or, the Fiscal Agent relating to
he Project or the Bonds.
Section 20. Additional Bonds.
(a) Additional Bonds may be issued under and equally and
stably secured by this Ordinance on a parity with the Series
..985 Bonds and any other Additional Bonds Outstanding at any
ime and from time to time, upon compliance with the
onditions hereinafter provided in this Section, for any of
he following purposes:
—57—
1
(1) To provide funds to pay the costs of com-
pleting the Project, the total of such costs to be
evidenced by a certificate signed by the Authorized Tenant
Representative.
(2) To provide funds to pay all or any part of the
costs of repairing, replacing or restoring the Project in
the event of damage, destruction or condemnation thereto
or thereof.
(3) 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 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.
(4) To provide funds for refunding all 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
he provisions of this Section, the Issuer's governing body
hall adopt an Ordinance (i) authorizing the issuance of such
dditional Bonds, fixing the amount and terms thereof and
escribing the purpose or purposes for which such Additional
onds are being issued or describing the Bonds to be refunded,
ii) authorizing the Issuer to enter into a Supplemental
ndenture for the purpose of providing for the issuance of and
ecuring such Additional Bonds and, if required, (iii)
uthorizing the Issuer to enter into a supplemental lease with
tie Tenant to provide for• rental payments at least sufficient
o pay the principal of, premium, if any, and interest on the
onds then to be Outstanding (including the Additional Bonds to
e issued) as the same become due, for the acquisition,
urchase, construction or equipping of an addition to or
xpansion, modification or remodeling of the Project, for the
nclusion of any such addition, expansion or modification as a
art of the Project, and for such other matters as are
ppropriate because of the issuance of the Additional Bonds
roposed to be issued which, in the judgment of the Issuer, is
of to the prejudice of the Issuer or the Owners of the Bonds
reviously issued.
(c) Such Additional Bonds shall have the same
esignation as the Series 1985 Bonds, except for an identifying
eries letter or date and the addition of the word "Refunding"
hen applicable, shall be dated, shall be stated to mature on
ayment Dates in such year or years, shall bear interest at
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uch rate or rates not exceeding the maximum rate then
ermitted by law, and shall be redeemable at such times and
rices (subject to the provisions of Article III of the
ndenture), all as may be provided by the Supplemental
rdinance authorizing the issuance of such Additional Bonds.
xcept as to any difference in the date, the maturity or
aturities, the rate or rates of interest or the provisions for
edemption, such Additional Bonds shall be on a parity with and
hall be entitled to the same benefit and security of this
ndenture as the Series 1985 Bonds and any other Additional
onds Outstanding at the time of the issuance of such
dditional Bonds.
(d) Such Additional Bonds shall be substantially in
he form and executed in the manner set forth in this Article
nd Article IV hereof and shall be deposited with the Trustee
or authentication, but prior to or simultaneously with the
uthentication and delivery of such Additional Bonds by the
rustee, there shall be filed with the Trustee the following:
(1) An original or certified copy of the
Ordinance adopted by 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 Lease.
(2) An original executed counterpart of the
Supplemental Indenture providing for the issuance of
the Additional Bonds.
(3) An original executed counterpart of the
amendment or supplement to the Lease, if required.
(4) An opinion of Bond Counsel to the effect
that the issuance of such Additional Bonds will not
result in the interest on any Outstanding Bonds
becoming subject to Federal income taxes then in
effect.
(5) 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 XIII of the
Indenture.
(6) The written consent of the Original
Purchaser.
(7) Such other certificates, statements,
receipts and documents as the Trustee shall reasonably
require for the delivery of such Additional Bonds.
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(e) When the documents mentioned in subsection (d) of
his Section shall have been filed with the Trustee, and when
such Additional Bonds shall have been executed and
uthenticated as required by the Indenture, the Trustee shall
Ieliver such Additional Bonds to or upon the order of the
urchasers thereof, but only upon payment to the Trustee of the
urchase price of such Additional Bonds. The proceeds of the
ale of such Additional Bonds, (except Additional Bonds issued
o refund Outstanding Bonds), including accrued interest and
remium thereon, if any, shall be immediately paid over to the
rustee and shall be deposited and applied by the Trustee as
provided in Article V of the Indenture and in the Supplemental
ndenture authorizing the issuance of such Additional Bonds,
he proceeds, (excluding accrued interest and premium, if any,
hich shall be deposited in the Principal and Interest Payment
1ccount) of all Additional Bonds issued to refund Outstanding
onds shall be deposited by the Trustee, after payment or
aking provision for payment of all expenses incident to such
financing, to the credit of a special trust fund, appropriately
esignated, to be held in trust for the sole and exclusive
urpose of paying the principal of, premium, if any, and
nterest on the Bonds to be refunded, as provided in the
ndenture hereof and in the Supplemental Indenture authorizing
he issuance of such refunding Bonds.
(f) Except as provided in this Section, the Issuer
ill not otherwise issue any obligations ratably secured and on
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 21, Amendments. The provisions of the Bonds
uthorized by this Ordinance and provisions of this Ordinance
ay be modified or amended at any time by the City with the
ritten consent of the Tenant, unless the Tenant is in default
ereunder or• under the provisions of the Lease, in which event
luch consent shall not be necessary, and the consent of the
wners of not less than Sixty—Six and Two—Thirds percent (66
/3%) in aggregate principal amount of the Bonds herein
uthorized at the time outstanding; provided, that no such
odification or amendment shall permit or be construed as
ermitting: (a) the extension of the maturity of the principal
f any of the Bonds issued hereunder, or the extension of the
maturity of any interest on any Bonds issued hereunder, or (b)
reduction in the principal amount of any Bonds or the rate of
nterest thereon, or (c) a privilege or priority of any Bond or
onds, or (d) a reduction in the aggregate principal amount of
onds, the consent of the owners of which is required for any
uch amendment or modification. Any provision of the Bonds or
f this Ordinance may, however, be modified or amended in any
espect with the written consent of the owners of all of the
onds then outstanding. Amendments to this Ordinance which
orrect omissions or ambiguities or which add to the security
f the bondowners may be made by the City when agreed to by the
enant without the necessity of consent of the owners of any of
ihe Bonds. Every amendment or modification of a provision of
he Bonds or of this Ordinance shall be expressed in an
rdinance of the City amending or supplementing the provisions
f this Ordinance and shall be deemed to be a part of this
rdinance. It shall not be necessary to note on any of the
utstanding Bonds any reference to such amendment or
odification, if any. A certified copy of every such
mendatory or supplemental ordinance, if any, and a certified
ropy of this Ordinance shall be kept on file in the Office of
he City Clerk and shall be made available for inspection by
he owner of any Bond authorized by this Ordinance, and upon
ayment of the reasonable cost of preparing the same, a
ertified copy of any such amendatory or supplemental ordinance
r of this Ordinance will be sent by the City Clerk to any such
ondowner or prospective bondowner.
The Lease herein authorized may be amended by the City
nd the Tenant as provided therein.
Section 22. Default, Events of Default. If any of
he following events occur, it is hereby defined as and
eclared to be and to constitute an "event of default" within
he meaning of this Ordinance:
(a) Default in the due and punctual payment of
ny interest on any Bond;
(b) Default in the due and punctual payment of
he principal of or redemption premium, if any, on any Bond,
hether at the stated maturity thereof, or upon any prior
edemption thereof, or upon the maturity thereof by declaration
rider the provisions of Section 23 hereof;
(c) Default in the performance or observance of
ny other of the covenants, agreements or conditions on the
art of the City in this Ordinance or in the Bonds contained or
efault on the part of the Tenant under the Lease herein
uthorized in failing to pay or cause to be paid the rentals
rovided in the Lease or in connection with the matters
eferred to in Section 18(g) and (h) hereof, and the
continuance thereof for a period of thirty (30) days after
ritten notice given to the City by the Trustee or by the
wners of not less than Twenty—five percent (25%) of the
ggregate principal amount of Bonds then outstanding.
Section 23. Enforcement. The provisions of this
rdinance shall constitute a contract between the City of
alina, Kansas, and the owners of the Bonds herein authorized,
nd the owner of any one or more of said Bonds may sue to
ecover interest or principal which has not been paid according
o the terms of said Bond. Notwithstanding any provisions of
his Ordinance to the contrary, nothing in this Ordinance shall
e so construed as to authorize or permit the City to make any
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:ontract or to incur any obligation of any kind or nature
?xcept such as shall be payable solely out of the rentals from
:he leased facilities. The owners of Twenty—Five percent (25°x)
)f the principal amount of Bonds then outstanding may sue in
my action, in mandamus, injunction or other proceedings,
either at law or in equity, to enforce or compel performance of
ill duties and obligations required by this Ordinance to be
Ione or performed by the City or by the Tenant. Nothing
:ontained in this Ordinance shall, however, be construed to
.mpose on said City any duty or obligation to levy any taxes
!ither to meet any contractual obligation contained herein or
:o pay any judgment for damages or to pay the principal of or
nterest on the Bonds of the City herein authorized.
ult. Section 24. Acceleration of Maturity in Event of
(a) If an Event of Default shall have occurred and be
ontinuing, the Trustee may, and upon the written request of
he Owners of not less than 25% in aggregate principal amount
f Bonds then Outstanding shall, by notice in writing delivered
o the Issuer and the Tenant, declare the principal of all
onds then Outstanding and the interest accrued thereon
mmediately due and payable, and such principal and interest
hall thereupon become and be immediately due and payable.
(b) If, at any time after such declaration, but
afore the Bonds shall have matured by their terms, all overdue
nstallments of principal and interest on the Bonds, together
ith the reasonable and proper expenses of the Trustee, and all
Ither sums then payable by the Issuer under this Indenture
;hall either be paid or provision satisfactory to the Trustee
;hall be made for such payment, then and in every such case the
rustee shall, but only with the approval of the Owners of not
,ess than 50% in aggregate principal amount of the Bonds
iutstanding, rescind such declaration and annul such default in
.ts entirety.
(c) In case of any rescission, then and in every such
`ase the Issuer, the Trustee and the Bondowners shall be
,estored to their former position and rights hereunder
-espectively, but no such rescission shall extend to any
ubsequent or other default or Event of Default or impair any
-:fight consequent thereon.
Section 25, Defeasance. When the principal of and
11 interest and redemption premiums, if any, on the Bonds
erein authorized shall have been paid and discharged, then the
equ:irements contained and the pledge of revenues and other
ledges made hereunder and all other rights granted hereby,
hall cease and terminate. Said principal, interest and
ademption premium, if any, shall be deemed to have been paid
nd discharged within the meaning of this Ordinance and within
he meaning of the Lease authorized by this Ordinance when
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1
here shall have been deposited with the Trustee at or prior to
he maturity or redemption date of said Bonds, in trust for and
r•revocably appropriated thereto, sufficient moneys, including
nvestments authorized by this Section, for the payment of the
rincipal thereof and interest to the date of maturity or
edemption, as the case may be, and premium, if any, or if
efault in such payment shall have occurred on such date, then
o the date of the tender of such payments, and provision shall
lso have been made for all other sums payable under the
rovisions of this Ordinance; provided, always, that if any
uch Bonds shall be redeemed prior to the maturity thereof, the
ity shall have elected to redeem such Bonds and the Tenant
hall have given in the manner provided for by this Ordinance,
he instructions necessary therefor under the provisions of
his Ordinance and notice of such redemption shall have been
iven in the manner provided by this Ordinance. Any moneys or
nvestments which at any time shall be deposited with said
rustee by or on behalf of the City, for the purpose of paying
nd discharging any of the Bonds and coupons, shall be, and are
iereby assigned, transferred and set over to such Trustee in
.rust for the respective owners of the Bonds and coupons, and
uch moneys and investments shall be and are hereby irrevocably
ppropriated to the payment and discharge thereof.
nvestments, as used in this Section, shall mean bills,
ertificates of indebtedness, notes, bonds or similar
ecurities which are direct obligations of, or the principal
nd interest of which are unconditionally guaranteed by, the
nited States of America. Investments shall become due prior
o the respective times on which the proceeds thereof shall be
equired, in accordance with a schedule established and agreed
Pon among the City, the Tenant and the Trustee at the time of
he creation of such escrow or trust, or the investments shall
e subject to redemption at the option of the owners thereof to
nsure such availability as so needed to meet such schedule.
f, through lapse of time, or otherwise, the owners of said
onds or coupons shall no longer be entitled to enforce payment
f their obligations, then, in such event, it shall be the duty
f said Trustee forthwith to return said funds to the City.
11 moneys so deposited with the Trustee shall be deemed to be
eposited in accordance with and subject to all of the
rovisions contained in this Ordinance.
Section 26. Pa ments Due on Non—Business Days. In
ny case where the date of maturity of prinicpal of, premium if
ny, or interest on the Bonds or the date fixed for redemption
F any Bonds shall not be a Business Day, then payment of
rincipal, premium if any, or interest need not be made on such
ate but may be made on the next succeeding Business Day wiht
he same force and effect as if made on the date of maturity or
he date fixed for redemption, and no interest shall accrue for
he period after such date.
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Section 27. Consents, Etc. of Bondowners.
(a) Any consent, request, direction, approval,
abjection or other instrument required by this Indenture to be
igned and executed by the Bondowners may be in any number of
oncurrent writings of similar tenor and may be signed or
xecuted by such Bondowners in person or by agent appointed in
iriting. Proof of the execution of any such instrument or of
he writing appointing any such agent and of the ownership of
onds, if made in the following manner, shall be sufficient
or any of the purposes of this Indenture, and shall be
onclusive in favor of the Trustee with regard to any action
aken, suffered or omitted under any such instrument, namely:
(1) 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.
(2) 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 Owners of the
equisite principal amount of Bonds Outstanding have given any
equest, demand, authorization, direction, notice, consent or
ai.ver under this Indenture, Bonds owned by the Tenant or any
ffiliate of the Tenant shall be disregarded and deemed not to
e Outstanding under the Indenture, except that, in determining
hether the Trustee shall be protected in relying upon any such
equest, demand, authorization, direction, notice, consent or
aiver, only Bonds which the Trustee knows to be so owned shall
e so disregarded. For purposes of this paragraph, the word
affiliate" means any person directly or indirectly controlling
�r controlled by or under direct or indirect common control
ith the Tenant; and for the purposes of this definition,
control" means the power to direct the management and policies
f such person, directly or -indirectly, whether through the
wnership of voting securities, by contract or otherwise.
otwithstanding the foregoing, Bonds so owned which have been
ledged in good faith shall not be disregarded as aforesaid if
he pledgee establishes to the satisfaction of the Trustee the
ledgee's right so to act with respect to such Bonds and that
he pledgee is not the Tenant or any affiliate of the Tenant.
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Section 28. Provisions Relating to the Trustee.
(a) The Trustee's duties and responsibilities
shall include those expressly set forth in this
Ordinance, the Trust Indenture, the Lease, and
Guaranty Agreement; and shall further include those
rights, duties, responsibilities, and obligations
which are reserved to or imposed upon the Issuer under
this Ordinance, the Trust Indenture and the Lease,
excepting only such of those rights, duties,
resposibilities, and obligations as may only be
properly and lawfully exercised by or imposed upon the
Issuer.
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, the Issuer shall
have no obligation for any fees and expenses of such
action except out of any funds which might come into
the hands of the Issuer by reason of the ownership of
the Project and this Trust Indenture and the 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 Owners of the Bonds relative to the Bonds or
the obligations relating thereto allowed in any
jucicial proceeding.
(b) 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.
(c) 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.
(d) 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 the Indenture believed by
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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 the Owner of any
Bond, 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.
(e) 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 the 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 Authorized
Issuer 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.
(f) The permissive right of the Trustee to do
thing's 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.
(g) At any and all reasonable times 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 take
such memoranda from and in regard thereto as may be
desired.
(h) 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.
(i) 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 the 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.
Section 29. Conveyance of Project to Tenant. Upon
eceipt by the City of the purchase price of the Project as
rovided in the Lease, title to the Project shall be
ransferred and conveyed to the Tenant as provided in the
ease, and the Mayor and other appropriate offices of said City
re hereby authorized and directed to execute such deeds and
ther instruments as may be necessary to effect such coneyance
nd tansfer.
Section 30. Authorization of Lease. The Project to
e purchased pursuant to this Ordinance and said Lease shall be
eased to the Tenant under and pursuant to the Lease dated as
f November 1, 1985, which Lease including any changes
ecessary to correct omissions or ambiguities therein, which
he officers executing the same are hereby authorized to make,
he Mayor and City Clerk are hereby authorized and directed to
execute for and on behalf of and as the act and deed of the
ity.
Section 31. Guaranty Agreement. As and for an
xpress condition precedent to the issuance and delivery of the
onds, there shall be executed and delivered by Tenant and
ealty Management Investment Company, as Additional Guarantor,
o the Trustee a Guaranty Agreement dated as of November 1,
985.
Section 32. Waiver of Ad Valorem Tax Exemption. The
nds of the Issuer as authorized by this Ordinance shall be
sued upon the express condition that the Tenant will waive
y ad valorem property tax exemption which would or might
herwise be available with respect to the Project and all
ovisions thereof under the provisions of K.S.A. 79-201(a)
cond, as amended.
Section 33. Severability. If any one or more of the
ovenants, agreements or provisions of this Ordinance, the
ndenture or of the Lease should be held contrary to any
express provision of law or contrary to the policy of express
aw, though not expressly prohibited, or against public policy,
shall for any reason whatsoever be held invalid, then such
uenants, agreements or provisions shall be null and void and
hall be deemed separate from the remaining covenants,
agreements or provisions of this Ordinance or of the Bonds
issued hereunder, the Indenture or of the Lease.
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ec ion 35. Performance of Acts. All acts,
onditions and things required by the Constitution and laws of
he State of Kansas, relating to the passage of this Ordinance,
o the issuance of the Bonds or to the execution of the Lease,
o happen, exist and be performed precedent to and in the
nactment of this Ordinance, and precedent to the issuance of
he Bonds and precedent to the execution of the Lease have
appened, exist and have been performed as so required by law.
Section 36. Election Under Section 103(b)(6)(D) of the
nternal Revenue Code. The City hereby elects that Section
03(b)(6)(D) of the Internal Revenue Code of 1954, as amended,
hall apply to the Bonds, and the Mayor and City Clerk are
ereby authorized and directed to file evidence of said
lection with any appropriate officer of the United States,
ncluding the Secretary of the Treasury or his delegate, and to
ake such other action as may be necessary to make effective
he election made herein.
Section 37. Further Authority. The City shall, and
he officers, agents and employees of the City are hereby
uthorized and directed to, take such action, expend such funds
nd execute such other documents, certificates and instruments
WT -a
Section 34. Agreements of the City. All covenants,
stipulations and obligations of the City contained in this
rdinance and contained in the Lease shall be deemed to be the
covenants, stipulations, obligations and agreements of the City
o the full extent authorized or permitted by the Act, and all
uch covenants, stipulations, obligations and agreements shall
e binding upon the City and its successors from time to time
nd upon any board, body or agency to which any powers or
uties, affecting such covenants, stipulations, obligations and
greements, shall be transferred by or in accordance with law,
othing contained in this Ordinance shall, however, be
onstrued to impose on said City any duty or obligation to levy
ny taxes either to meet any contractual obligation contained
erein or to pay any judgment for damages or to pay the
rincipal of or, interest on the Bonds of the City herein
uthorized. Except as otherwise provided in this Ordinance,
11 rights, powers and privileges conferred and duties and
iabilities imposed upon the City or any officials thereof by
tie provisions of this Ordinance or the Lease shall be
xercised or performed by the City or by such officers as may
e required by law to exercise such powers and to perform such
uties. No covenant, stipulation, obligation or agreement
erein contained or contained in the Lease shall be deemed to
e a covenant, stipulation, obligation or agreement of any
fficial, officer, agent or employee of the City in his
ndividual capacity, and neither the officials of the City nor
ny officer executing the Bonds shall be liable personally on
he Bonds or incur any personal liability or accountability by
eason of the issuance thereof.
S t'
ec ion 35. Performance of Acts. All acts,
onditions and things required by the Constitution and laws of
he State of Kansas, relating to the passage of this Ordinance,
o the issuance of the Bonds or to the execution of the Lease,
o happen, exist and be performed precedent to and in the
nactment of this Ordinance, and precedent to the issuance of
he Bonds and precedent to the execution of the Lease have
appened, exist and have been performed as so required by law.
Section 36. Election Under Section 103(b)(6)(D) of the
nternal Revenue Code. The City hereby elects that Section
03(b)(6)(D) of the Internal Revenue Code of 1954, as amended,
hall apply to the Bonds, and the Mayor and City Clerk are
ereby authorized and directed to file evidence of said
lection with any appropriate officer of the United States,
ncluding the Secretary of the Treasury or his delegate, and to
ake such other action as may be necessary to make effective
he election made herein.
Section 37. Further Authority. The City shall, and
he officers, agents and employees of the City are hereby
uthorized and directed to, take such action, expend such funds
nd execute such other documents, certificates and instruments
WT -a
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is may be necessary or desirable to carry out and comply with
:he provisions of this Ordinance and to carry out, comply with
ind perform the duties of the City with respect to the Series
985 Bonds, the Indenture and the Lease all as necessary to
:arry out and give effect to the transaction contemplated
Hereby and thereby.
Section 38. Effective Date. This Ordinance shall take
ffect and be in full force from and after its adoption by the
ity Commission and publication once in the official newspaper
f the City.
ADOPT D by the Governing\ Body of the City of Salina,
ansas this I�j day of i�c�ve_W.�.tie� 1985.
ttest: Merle A. Hodges, Mai or
. L. Harrison, City Cler
Seal)
SWM
SCHEDULE I
SCHEDULE I TO THE INDENTURE OF TRUST OF THE
CITY OF SALINA, KANSAS, AND THE FOURTH
NATIONAL BANK AND TRUST COMPANY, WICHITA,
WICHITA, KANSAS,AS TRUSTEE, DATED AS OF
NOVEMBER 1, 1985 AND TO THE LEASE DATED AS
OF NOVEMBER 1, 1985, BY AND BETWEEN SAID
CITY AND COLLEGE PARK VILLAGE, LIMITED
PARTNERSHIP
PROPERTY SUBJECT TO LEASE
(a) The following described real estate located
n Saline County, Kansas, to wit:
A tract in the Southwest Quarter (SW/4) of Section
hirty-Five (35), Township Fourteen (14) South, Range Three (3)
est of the 6th P.M., Saline County, Kansas described as
ollows: Commencing at a chiseled square marking the Southwest
orner of said Section 35; thence Easterly on an assumed
Baring of N 90 degrees 00'00" E along the South section line
f said Section 35, Four Hundred Eighty -Three and Fifty -One
undredths (483.51) feet; thence N 00 degrees 48'47" W, Seven
undred Fifty -Eight and Severity -Six Hundredths (758.76) feet;
hence S 86 degrees 20117" E, Four Hundred Thirty -Seven and
ighty-One Hundredths (437.81) feet; thence S 76 degrees 56'18"
Three Hundred Fifty -Two and Fifty -Eight Hundredths (352.58)
eet to the point of beginning, said point of beginning being
he Back of the East Curb Line of Florida Street; thence
ontinuing S 76 degrees 56118" E, Two Hundred Seventy -Nine and
fifteen Hundredths (279.15) feet; thence S 81 degrees 05159" E,
ne Hundred Sixty and Ninety -Four Hundredths (160.94) feet;
hence S 00 degrees 46159" E, Two Hundred Thirty -Two and
ighty-Eight Hundredths (232.88) feet; thence N 89 degrees
8159" W, Two Hundred Eighteen and No -Hundredths (218.00) feet;
hence N 65 degrees 55159" W, Three Hundred Thirty -Six and
o -Hundredths (336.00) feet to a point on the Back of the East
urb Line of said Florida Street; thence Northnortheasterly
long said East Curb Line on a curve the radius of which is
,100 feet, Two Hundred Thirty -Two and Fifty -Hundredths
232.50) feet, said curve having a chord of Two Hundred
hirty-Two and No -Hundredths (232.00) feet on a bearing of N 22
agrees 50'01" E to the point of beginning, said tract
containing 3.0 acres more or less.
said real property constituting the "Land" as referred to in
a_id Lease.
(b) All buildings, improvements, machinery and
quipment now or hereafter constructed, located or installed on
he Land pursuant to said Lease, constituting the
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1
1-
Improvements" as referred to in said Lease and said Indenture,
nd more specifically described as follows:
he property described in paragraphs (a) and (b) of this
chedule I together constituting the "Project" as referred to
n said Lease and said Indenture.
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