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85-9108 IRB College ParkI �l 1 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 —35— 1 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 —36— 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. —37— 1 1 (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: —38— 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: —38— 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. —39— 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 —40— 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 —41— 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 —42— 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: —43— 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: —43— 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 -58- 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. -59- (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 —61— C 1 :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 —62— 1 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. —63— 1 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. —64— 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 —65— aw 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. —67— ■ 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 � I 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 -70- 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. -71—