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84-9047 IRB FamdocORDINANCE NO. 84-9047 AN ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS ("CITY"), TO ACQUIRE THE REAL PROPERTY HEREINAFTER DESCRIBED AND TO PURCHASE A BUILDING AND REAL ESTATE IMPROVEMENTS AND CERTAIN ITEMS OF PERSONALTY TO BE LEASED TO FAMDOC, INC. ("FAMDOC"), AUTHORIZING AND DIRECTING THE ISSUANCE OF $200,000 PRINCIPAL AMOUNT OF FAMDOC REVENUE BONDS, SERIES OF 1984, OF SAID CITY FOR THE PURPOSE OF PROVIDING FUNDS TO PAY THE COST OF ACQUIRING THE REAL PROPERTY HEREINAFTER DESCRIBED AND THE CONSTRUCTION OF A BUILDING AND REAL ESTATE IMPROVEMENTS THEREON, TO BE LEASED TO FAMDOC, INC., AND PRESCRIBING THE FORM AND AUTHORIZING THE EXECUTION OF A LEASE BY AND BETWEEN SAID CITY AND FAMDOC, INC. WHEREAS, the City of Salina, Kansas, hereinafter sometimes referred to as the "City", desires to promote, stimulate and develop the general economic welfare and prosperity of the City of Salina, Kansas, and its environs and thereby to further pro- mote, stimulate and develop the general economic welfare and prosperity of the State of Kansas; and WHEREAS, pursuant to the provisions of K.S.A. 12-1740 to 12-1749, as amended, the City is authorized to issue revenue bonds of the City, and it is hereby found and determined to be advisable and in the interest and for the welfare of the City and its inhabitants that revenue bonds of the City be authorized and issued, for the purpose of providing funds to pay the cost of acquiring both real and personal property and the improvements thereon to be leased to Famdoc, Inc., being "Famdoc"; and WHEREAS, the City will acquire prior to or concurrently with the issuance of the Bonds herein authorized the real pro- perty hereinafter described; NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS: Section 1. Authority to Acquire Real and Personal Property. The City of Salina, Kansas, is hereby authorized to acquire real and personal property as described and set forth in Schedule 1 attached hereto and made a part hereof, said real pro- perty, building, and improvements and personal property, being sometimes hereinafter described as "Facility" in accordance with the provisions of the Lease dated November 1, 1984, between the City and Famdoc, an amount not in excess of $200,000 to the City. Section 2. Authorization of and Security for the Bonds. For the purpose of providing funds to pay the cost of acquiring the real property described in said Schedule 1 and improvements and certain personal property to be leased to Famdoc, there shall be issued and hereby are authorized and directed to be issued a series of the Famdoc Revenue Bonds, Series of 1984, of the City of Salina, Kansas, in the principal amount of $200,000. Said Bonds herein authorized, hereinafter sometimes referred to as the "Bonds", and all interest thereon shall be paid solely from the money and revenue received from the fees charged and rental received for the use of the Facility and not from any other fund or source. The City hereby pledges the Facility and the net ear- nings therefrom to the payment of the Bonds and the interest thereon. Section 3. Description and Details of the Bonds, Designation of Paying Agent. Said Famdoc Revenue Bonds, Series of 1984, of the City of Salina, Kansas, shall consist of 30 Serial Bonds, numbered from 1 to 30, inclusive. All of said Bonds shall be registered and dated November 1, 1984, and said Bonds shall become due serially semi-annually on May 1 and November 1 commencing in 1985, shall have a floating interest rate, which will be adjusted annually on the lst day of November of each year, to an amount equal to eighty percent (80%) of the First National Bank and Trust Company of Salina, Salina, Kansas, Number One Index Rate in effect on the lst day of November of said year with said interest rate initially being set at eleven percent (11%) and shall be in the denominations as follows: Maturity Maturity Numbers Amount May 1 November 1 1 $ 2,640 1985 2 2,760 1985 3 3,020 1986 4 3,180 1986 5 3,200 1987 6 3,400 1987 7 3,680 1988 8 3,920 1988 9 4,160 1989 10 4,440 1989 11 4,660 1990 12 4,940 1990 13 5,320 1991 14 5,440 1991 15 5,740 1992 16 6,060 1992 17 6,540 1993 18 6,860 1993 19 7,180 1994 20 7,620 1994 21 8,040 1995 22 8,560 1995 23 9,000 1996 24 9,600 1996 25 10,080 1997 26 10,720 1997 27 11,340 1998 28 12,060 1998 29 12,600 1999 30 13,240 1999 Total $200,000 Said Bonds shall bear interest from the date to be paid semi- annually on May lst and November 1 in each year, beginning on May 1, 1985. Said Bonds and the interest thereon shall be payable in lawful money of the United States of America at The First National Bank and Trust Company of Salina, in the City of Salina, Kansas, which is hereby designated as the City's paying agent for the payment of the principal and the interest on the Bonds which bank is herein sometimes referred to as the "Paying (Fiscal) Agent". Section 4. Redemption and Payment of Bonds Prior to Maturity. Said Bonds shall be subject to redemption and payment prior to the stated maturity thereof, after the notice specified in Section 5 of this ordinance, as follows; - 2 - A. Each of said Bonds shall be subject to redemption and payment at the option of the City, upon instructions from Famdoc, after November 1, 1984, on any interest payment date or at anytime upon any of the following conditions or events, provided all of said Bonds are redeemed and paid according to their terms: (1) if title to, or the use for a limited period of, substantially all of the Facility subject to said Lease be condemned by any authority having the power of eminent domain; (2) if substantially all of the Facility be damaged or destroyed by fire or other casualty; or (3) if as a result of changes in the Constitution of the State of Kansas, or of legislative or administrative action by the State of Kansas or any political subdivision thereof, or by the United States, or by reason of any action instituted in any court, the Lease herein authorized shall become void or unenforceable, or impossible of performance without unreasonable delay, or in any other way, by reason of such change of circumstances, unreasonable burdens or excessive liabilities are imposed on Famdoc or the City. The redemption price for Bonds redeemed pursuant to this paragraph shall be the principal amount of Bonds so redeemed, plus accrued interest thereon to the date fixed for redemption and payment, without premium; provided, if payment is made solely at the direction of Famdoc, then a premium of $10.00 per $1000 principal of the face value of the bonds being prepaid, it being understood that Famdoc may prepay one or more bonds after November 1, 1984, in an order inverse to maturity dates (last unpaid maturities to be paid first). Section 5. Notice of Redemption. Notice of any redemption provided for by this ordinance shall be given in the name of the City by the City, Famdoc or the Fiscal Agent by United States registered mail to the Paying (Fiscal) Agent herein designated, and to the registered holders of record, such notice to be mailed at least thirty (30) days prior to the date fixed for redemption and payment and to specify the numbers of the Bonds to be redeemed and paid. Notice of any such redemption shall also be published once not less than thirty (30) days prior to the date fixed for redemption in some newspaper published and of general circulation in Salina, Kansas. Notice of any -such redemption shall also be given by mail'in the manner hereinbefore specified to any registered bondholder whose name is on file with the Fiscal Agent pursuant to Section 17 of this Ordinance, pro- vided that the failure to give any notice by mail as herein spe- cified shall not affect the validity of any such call for redemption. Interest shall cease on any of said Bonds so called - for redemption and payment as of the redemption date, provided funds are available to pay the same according to their terms. Notice of any redemption as herein provided shall be given upon, but only upon, written instruction from Famdoc, as long as Famdoc is not in default in the payment of Basic Rent due under the lease. Section 6. Method of Execution of Bonds. Said Bonds and each of them shall be executed for and on behalf of the City over the signature of its Mayor and attested by the City Clerk, with the seal of the City affixed. Said Bonds and each of them shall be registered in the office of the City Clerk which registration shall be evidenced by a certificate on the reverse face thereof bearing the manual signature of the City Clerk. In the event either said Mayor or City Clerk or both of said offi- cers shall cease to hold such office before the Bonds bearing their signatures shall have been issued and delivered, said Bonds may be issued as though said officers had not ceased to hold office and such signatures appearing on said Bonds and registra- tion certificates shall be valid and sufficient for all purposes as if they had remained in office until such issuance. - 3 - Section 7. Form of Bond. Each of said Bonds and the certificate attached thereto shall be in substantially the following form: No. UNITED STATES OF AMERICA STATE OF KANSAS COUNTY OF SALINE CITY OF SALINA FAMDOC, INC. REVENUE BOND SERIES OF 1984 KNOW ALL MEN BY THESE PRESENTS: That the City of Salina, in the County of Saline, State of Kansas, for value received, hereby promises to pay, out of the revenues hereinafter specified, on presentment by the registered owner, the sum of ($ ) in lawful money of the United States of America, on the lst day of , and pay interest thereon from the date hereof at a floating interest rate which shall be adjusted annually on the lst day of November of each year to an amount equal to eighty percent (80%) of the First National Bank and Trust Company of Salina, Salina, Kansas Number One Index rate in effect on the lst day of November of said year, said interest rate initially being set at eleven percent (11%), said interest payable semi-annually on May lst and November lst in each year after the date hereof, beginning on May 1st, 1985, until the said principal sum shall have been paid. The interest shall be paid to the owner of record, and both principal of and interest on this Bond being payable at The First National Bank and Trust Company of Salina, in the City of Salina, Kansas. THIS BOND is one of an authorized series of Bonds aggre- gating the principal amount of $200,000 authorized by Ordinance of said City (the "Ordinance") for the purpose of providing funds to pay the cost of acquiring real and personal property and real estate improvements (hereinafter sometimes referred to as the "Facility", said Facility being further identified in the Ordinance) to be leased to Famdoc, Inc., pursuant to a Lease dated November 1, 1984 (the "Lease"), by and between said City and Famdoc, by the authority of and in conformity with the provi- sions, restrictions and limitations of the Constitution and sta- tutes of the State of Kansas, including K.S.A. 12-1740 to 12-1749, and all amendments thereof and acts supplemental thereto, and all other provisions of the laws of said State applicable thereto and this Bond and all interest hereon are to be paid by said City of Salina, Kansas, solely and only from the money and revenue received from the fees charged and rental received for the use of the Facility under said Lease and not from any other fund or source. Pursuant to the provisions of said statute, the governing body of the City has pledged said Facility and the net earnings therefrom to the payment of the series of Bonds of which this Bond is a part and the interest thereon. Reference is hereby made to the ordinance and to the Lease for a description of the Facility and the covenants of the City and Famdoc with respect to the payment, collection, segrega- tion and application of the money and revenue received from the fees charged and rental received for the use of said Facility, the rights, duties and obligations of the City and Famdoc with respect thereto and otherwise and the rights of the holders of this Bond. Each of the Bonds of the series of which this Bond is one is subject to redemption and payment prior to maturity on any interest payment date at the option of the City upon the following conditions or events, provided all of said Bonds are redeemed and paid according to their terms: (1) if title to, or the use for a limited period of, substantially all of the faci- lity be condemned by any authority having the power of eminent 4 - domain; (2) if substantially all of the Facility is damaged or destroyed by fire or other casualty; or (3) if as a result of changes in the Constitution of the State of Kansas or of legisla- tive or administrative action by the State of Kansas or any poli- tical subdivision thereof, or by the United States, or by reason of any action instituted in any court, the Lease shall become void or unenforceable or impossible of performance without unreasonable delay, or in any other way by reason of such change of circumstances, unreasonable burdens or excessive liabilities are imposed on Famdoc or the City. The redemption price for Bonds redeemed pursuant to this paragraph shall be the principal amount of Bonds so redeemed, plus accrued interest thereon to and including the date fixed for redemption and payment, without pre- mium. Each of the bonds, in inverse order of maturity, may be called by Famdoc, via the Fiscal Agent under the Ordinance, on provisions by Famdoc of funds to pay the principal, accrued interest and a premium of $10 per $1000 of bond principal being prepaid. Notice of the City's intention to redeem and pay said Bonds pursuant to any of the redemption provisions aforesaid, specifying the numbers of the Bonds to be redeemed and paid, shall be given by United States registered mail to the Paying (Fiscal) Agent, being The First National Bank and Trust Company, Salina, Kansas, not less than thirty (30) days prior to the date fixed for redemption and payment. Notice of any such redmeption shall also be published once not less than thirty (30) days prior to the date fixed for redemption in some financial journal published and of general circulation in Salina, Kansas. AND IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions and things required to be done and to exist precedent to and in the issuance of this Bond have been properly done and performed and do exist in due and regular form and manner as required by the Constitution and laws of the State of Kansas. IN WITNESS WHEREOF, the City of Salina, Kansas, by its governing body, has caused this Bond to be signed by the signa- ture of its Mayor and attested by the signature of its City Clerk, and its corporate seal to be hereto affixed and this Bond to be dated this 1st day of November, 1984. ATTEST: City Clerk Mayor - 5 - FOR VALUE RECEIVED, transfer unto hereby sell, assign and this Bond represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said bond on the books of the City of Salina or its designated fiscal Agent with full power of substitution in the premises. Dated In presence of STATE OF KANSAS ) ) SS. COUNTY OF SALINE ) 19 I, the undersigned, City Clerk of the City of Salina, Kansas hereby certify that the within Famdoc Revenue Bond, Series of 1984, of the City of Salina, Kansas, has been duly registered in my office according to laws. WITNESS my hand and official seal this 1st day of November, 1984. City Clerk Section 8. Execution and Delivery of the Bonds, Deposit of Bond Proceeds, Designation of Fiscal Agent. The Mayor and City Clerk are hereby authorized and directed to prepare and exe- cute, in the manner hereinbefore specified, the Bonds herein authorized, and to deliver said Bonds to The First National Bank and Trust Company, in the City of Salina, Kansas, the purchaser thereof, on payment of the purchase price. The proceeds of said Bonds shall be deposited with The First National Bank and Trust Company, in the City of Salina, Kansas, hereby designated as the City's Fiscal Agent and herein referred to as the "Fiscal Agent", the rights and duties of said Fiscal Agent being further spe- cified in Section 18 of this Ordinance. These bonds are being sold by means of a private placement. Accordingly, these bonds will not be made available to the general public and the purchaser must covenant with the City or its agents to release the City or agents from meeting any investigation into the finan- cial responsibility of Famdoc, Inc. Section 9. Principal and Interest Account. There is hereby authorized and ordered to be established in the hands of the Fiscal Agent a separate account to be known as the "City of Salina, Kansas, Principal and Interest Account for Famdoc Revenue Bonds, Series of 1984, dated the 1st day of November, 1984," hereinafter referred to as the "Principal and Interest Account". The City covenants and agrees that from and after the delivery of any of the Revenue Bonds herein authorized and continuing so long as any of said Bonds shall remain outstanding, said City will maintain said Account with the Fiscal Agent. All payments of Basic Rent and Additional Rent due under said Lease between the City and Famdoc intended to pay the principal of and interest on the Bonds shall be applied and allocated by the Fiscal Agent to said Principal and Interest Account. All amounts credited to and deposited in said Principal and Interest Account shall be used by the Fiscal Agent and forwarded to the Paying (Fiscal) Agent for the sole purpose of paying the principal of and interest on the Revenue Bonds herein authorized as and when the same become due or are called for redemption and payment. Any balance remaining in said Principal and Interest Account, including interest earned on deposits made into said Account as prepayments of rent due under Article II of said Lease, shall, when said Bonds have been paid, or payment provided for, be paid to Famdoc. Section 10. Covenant to Redeem Bonds. When moneys accumulated in said Principal and Interest Account shall aggre- gate an amount sufficient to pay the principal of all of the Bonds then outstanding, and all interest accrued to date fixed for redemption and payment, and when said Bonds become subject to redemption, said City shall, upon receipt of instructions from Famdoc, proceed to cause notice to be given of such redemption in the manner herein specified, and said Fiscal Agent shall use such funds for said purpose. Section 11. Investments. Moneys allocated and credited to and deposited in the Principal and Interest Account in any amount in excess of the amount necessary to pay the amount of principal and interest next becoming due shall be invested by the Fiscal Agent, upon instructions from Famdoc, in direct or indirect obligations of the United States Government, or agencies thereof (inclusive of but not limited to situations in which the Federal Deposit Insurance Corporation guarantees the principal of the investment), becoming due not later than the due date of the next principal and interest payment. No investment shall be made pursuant to this Section for a period longer than the time the Fiscal Agent shall determine that said funds are not required for the purpose for which they are intended. Interest in investments in any fund or account shall accrue to and become a part of such fund or account so invested. Section 12. Particular Covenants of the City. So long as any of the principal of and interest on the Bonds herein authorized remain outstanding and unpaid, or until provisions are made for the payment thereof, the City covenants with each of the holders and owners of said Bonds as follows: (A) The City will use the proceeds of the series of Bonds herein authorized as soon as practicable and with all reasonable dispatch for the purpose for which said Bonds are issued as hereinbefore set forth. Said proceeds will not be invested in any securities or obligations except for the tem- porary period pending such use and said proceeds will not be used directly or indirectly so as to cause all or any part of the Bonds herein authorized to be or become "Arbitrage Bonds" within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended. The City further covenants that the proceeds of the Bonds herein authorized will not be used to acquire securities or obligations (other than obligations described in Section 103(a)(1) of the Internal Revenue Code of 1954, as amen- - 7 - ded) that will produce a yield higher than the yield of the Bonds herein authorized unless a statute, regulation of the Treasury Department of the United States, ruling by the Internal Revenue Service of the United States or a decision by a court of ultimate jurisdiction holds that the acquisition of securities or obliga- tions producing a yield higher than said Bonds will not cause said Bonds to be Arbitrage Bonds as defined in said Section 103(c) of the Internal Revenue Code of 1954, as amended. (B) The City will comply fully with all the terms, pro- visions and conditions of the Lease which require performance by, or impose duties on, the City and that it will not permit any default to occur on the part of the City; that it will fully and promptly enforce all of the terms, provisions and conditions of the Lease which require performance by, or impose duties on, Famdoc and in the event of the occurrence of a default, as defined in the Lease, will exercise all rights and remedies con- ferred by the Lease for the full and complete protection of the security and rights of the bondholders and, to the extent per- mitted by the lease, will use its best efforts to procure a new tenant or tenants for the leased property under lease provisions which will provide funds sufficient in amount to make the rental payments and other charges which Famdoc is required to make under the Lease. If the City is unable to procure a new tenant who will enter into such a lease, the City may, with the consent of the holders of not less than sixty-six and two-thirds percent (66 2/3%) of the Bonds herein authorized at the time outstanding, sell the Facility leased at a price not less than the amount of the then outstanding Bonds plus interest then unpaid. (C) The City will enforce collection of the rental payment and other charges in the amounts and at the time set forth in the Lease authorized hereby and will not reduce or cause or permit to be reduced the rental payments and other charges fixed, established and required by the Lease nor change or alter the time or times when the same are due and payable under the Lease. The City's obligation to pay the expenses of such enfor- cement shall be limited to funds made available to it for that purpose by the holders of the bonds or other interested parties. (D) Until payment of all the Bonds and interest thereon has been duly made or provided for, the City will not consent to any change, amendment, modification or termination of said lease, except as provided therein, which will in any manner affect adversely the rights, remedies or interest of the bondholder. (E) Any purchase price of the leased property, any pro- ceeds of condemnation awards or insurance proceeds, any of which are received by the City pursuant to the termination of the Lease, or any other funds intended for the purpose of paying the Bonds will be used solely and exclusively to pay the Bonds herein authorized and the interest thereon according to their terms or to redeem and pay any of the Bonds then outstanding and unpaid then subject to redemption and payment. Upon receipt of any such funds, and as soon as the Bonds are subject to redemption and payment, the City shall proceed promptly to call the Bonds for redemption and payment according to their terms and shall give notice, or cause notice to be given thereof, as provided for by the terms of this ordinance. Such funds shall be deposited with the Fiscal Agent, and the same shall be used solely for the payment of the Bonds herein authorized, accrued interest thereon, and the charges of the Paying Agent and the Fiscal Agent for paying the same. (F) The City will not issue any other obligations payable from payments by Famdoc, pursuant to the Lease, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance, or any other charge on said payments or on the property subject to said Lease nor will it, unless required by law or by the terms of said Lease, sell or otherwise dispose of the Facility or any part thereof; provided, however, that said City may issue from time to time additional revenue bonds for the purpose of completing the construction or acquisi- tion thereof on the land herein referred to, provided the following terms and conditions are met: (i) The City shall have entered into a lease or agreement with Famdoc with rentals or payments at least suf- ficient to pay the principal of and interest on said additional bonds as the same become due. (ii) Famdoc is not in default in the payment of rent due under the Lease. (iii) The issuance of said additional bonds shall not affect the exemption from Federal income taxation of the interest on the Bonds herein authorized. In the event of the issuance of any such additional bonds the City may pledge the Facility and the net earnings therefrom to the payment of such additional bonds and the interest thereon, provided the City also pledges the additional construction, fixtures and equipment and the net earnings therefrom, constructed or purchased out of the proceeds of such additional bonds, to the payment of the Bonds herein authorized and the interest thereon. (G) The City will cause Famdoc to keep constantly insured all buildings and improvements from time to time consti- tuting a part of the property and premises leased to Famdoc in the manner provided for the Lease herein authorized. The City's share of the proceeds of any such insurance policies shall be payable to and deposited with the Fiscal Agent as Insurance Trustee. Any of the proceeds of such policies shall be used and applied in the manner set forth in said lease. (H) The City will cause the Fiscal Agent to maintain adequate records and accounts relating to the Facility, separate and apart from all other records or accounts of the City or the Fiscal Agent, and such records and accounts shall be maintained in accordance with generally accepted principles of accounting and shall include complete details of all financial transactions related to the Bonds authorized herein and the leased facilities. Such records and accounts shall be specifically designed and maintained to show whether or not the provisions of this ordi- nance and the Lease referred to herein are being complied with. Such books and records shall be available for inspection by the agents of Famdoc or any of the holders of the Bonds authorized herein during the regular business hours of the City or the Fiscal Agent. Section 13. Amendments. The provisions of the bonds authorized by this ordinance and the provisions of this Ordinance may be modified or amended at any time by the City with the writ- ten consent of the holders of not less than sixty-six and two- thirds percent (66 2/3%) in aggregate principal amount of the Bonds herein authorized at the time outstanding, provided that no such modification or amendment shall permit or be construed as permitting: (a) the modification of any duties or respon- sibilities of the Fiscal Agent unless it consents thereto, (b) the extension of the maturity of the principal of any of the Bonds issued hereunder, or the extension of the maturity of the interest on any Bonds issued hereunder, (c) a reduction in the principal amount of any Bonds or the rate of interest thereon, or (d) a reduction in the aggregate principal amount of Bonds, the consent of the holder of which is required for any such amend- ment or modification. Any provision of the Bonds or of this ordinance may, however, be modified or amended in any respect with the written consent of the holders of all of the Bonds then outstanding. Amendments to this ordinance which correct omissions or ambiguities or which add to the security of the bondholders may be made by the City when agreed to by Famdoc. Every amendment or modification of a provision of the Bonds or of this ordinance to which the written consent of the bondholders is given as above provided shall be expressed in an ordinance of the City amending or supplementing the provisions of this Ordinance and shall be deemed to be a part of this Ordinance. It shall not be necessary to note on any of the outstanding Bonds any reference to such amendment or modification, if any. Upon payment of the reasonable cost of preparing the same, a certified copy of every such amendatory or supplemental ordinance, if any, and a certified copy of this ordinance will be sent by the City Clerk to any such bondholder or prospective bondholder requesting the same. The lease herein authorized may be amended by the City and Famdoc as provided therein, except as to rent or certain other matters which may be made only with the consent of a spe- cified percentage of the holders of the then outstanding Bonds. Section 14. Enforcement. The provisions of this Ordinance shall constitute a contract between the City and the holders of the Bonds herein authorized, and the holder of any one or more of said Bonds may sue to recover interest or principal which has not been paid according to the terms of said Bonds. The holders of twenty-five percent (25%) of the principal amount of Bonds then outstanding may sue in any action, in mandamus, injunction or other proceedings, whether at law or in equity, to enforce or compel performance of all duties and obligations required by this Ordinance to be done or performed by said City or by Famdoc. Nothing contained in this Ordinance shall, however, be construed to impose on said City any duty or obliga- tion to levy any taxes either to meet any obligation contained herein or to pay the principal of or interest on the Bonds of the City herein authorized. Section 15. Declaration of Maturity of Bonds in the Event of Default. In the event the principal of or interest on the Bonds herein authorized is not paid according to the terms thereof either on maturity or upon call for redemption, then the holders of twenty-five percent (25%) of the principal amount of Bonds then outstanding may, by written notice given to the Mayor or City Clerk, declare the principal of all the Bonds herein authorized then outstanding to be due and payable immediately, and upon such declaration given as aforesaid, all of said Bonds shall be immediately due and payable, anything in said Bonds or in the Ordinance contained to the contrary notwithstanding. This provision, however, is subject to the condition that if at any time thereafter, all arrears of interest, except interest accrued but not yet due, and all arrears of principal shall have been paid in full, then in every such case, the holders of a majority in principal amount of the bonds then outstanding, by written notice to the Mayor or City Clerk, may rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent default or impair any rights consequent thereon. Section 16. Defeasance. When all of the Bonds of the City herein authorized and all coupons representing interest thereon shall have been paid and discharged, then the requirements contained herein and the pledge of revenues made hereunder and all other rights granted hereby, shall cease and determine. Bonds shall be deemed to have been paid and discharged within the meaning of this ordinance and within the meaning of the Lease authorized by this ordinance when there shall have been deposited with the Fiscal Agent at or prior to the maturity or redemption date of said Bonds, in trust for and irrevocably appropriated - 10 - Section 18. Provisions Relating to the Fiscal Agent. (A) Prior to the receipt of the Bond proceeds pursuant to the provisions of Section 8 hereof, the Fiscal Agent shall file with the City Clerk its written acceptance of the duties specified in this Ordinance and in the Lease and its agreement to act in said capacity. (B) The Fiscal Agent's duties and responsibilities shall be limited to those expressly set forth in this Ordinance and under the Lease. The Fiscal Agent's duties also include these rights, duties, responsibilities and obligations which are reserved to or imposed upon the City under the ordinance and the lease, except only such of those rights, duties, responsibilities and obligations as may be properly and lawfully exercised by or imposed upon the City. (C) All resolutions, opinions, certificates and other instruments referred to or provided for herein or in the Lease may be accepted by the Fiscal Agent as conclusive evidence of the facts, opinions and conclusions stated therein and shall be full warrant, protection and authority to the Fiscal Agent for any action reasonably taken pursuant thereto. The Fiscal Agent shall be under a duty to examine any such resolutions, opinions, cer- tificates and other instruments to determine whether or not they conform to the requirements of this ordinance and the Lease. (D) The Fiscal Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith and, if appropriate, upon advice of counsel who may be counsel thereto, sufficient moneys for the payment of the principal thereof and interest accrued to the date of maturity or redemp- tion, as the case may be, or if default in such payment shall have occurred on such date, then to the date of the tender of such payments; provided, always, that if any such bonds shall be redeemed prior to the maturity thereof, the City shall have elected to redeem such bonds and notice of such redemption shall have been given. Any moneys which at any time shall be deposited with the said Fiscal Agent by or on behalf of the City, for the purpose of paying and discharging any of the Bonds, shall be, and are hereby, assigned, transferred and set over to such Fiscal Agent in trust for the respective holders of the Bonds, and such moneys shall be and are hereby irrevocably appropriated to the payment and discharge thereof. If, through lapse of time or otherwise, the holders of said Bonds shall no longer be entitled to enforce payment of their obligations, then, in such event, it shall be the duty of said bank forthwith to return said funds to the City. All moneys deposited with such Fiscal Agent shall be deemed to be deposited in accordance with and subject to all of the provisions contained in this ordinance. Section 17. List of Bondholders. The holder or holders of these bonds shall at all times be registered with the Fiscal Agent. The Bond Register shall contain the name, address and Federal Employers Identification Number of the bond holder and the number or numbers of all bonds held by such bond holder. The Fiscal Agent shall be under no responsibility with regard to the accuracy of said list. The fiscal agent may rely on such list, however, and will be held harmless in doing so, in making interest or principal distributions and in publishing notices otherwise required by this bond. At reasonable times and under reasonable regulations,.established by the Fiscal Agent, said list may be inspected and copied by Famdoc or by the holders and/or owners (or a designated representative thereof) of twenty- five percent (25%) or more in principal amount of Bonds then outstanding, such ownership and the authority of any such designated representative to be evidenced to the satisfaction of the Fiscal Agent. Section 18. Provisions Relating to the Fiscal Agent. (A) Prior to the receipt of the Bond proceeds pursuant to the provisions of Section 8 hereof, the Fiscal Agent shall file with the City Clerk its written acceptance of the duties specified in this Ordinance and in the Lease and its agreement to act in said capacity. (B) The Fiscal Agent's duties and responsibilities shall be limited to those expressly set forth in this Ordinance and under the Lease. The Fiscal Agent's duties also include these rights, duties, responsibilities and obligations which are reserved to or imposed upon the City under the ordinance and the lease, except only such of those rights, duties, responsibilities and obligations as may be properly and lawfully exercised by or imposed upon the City. (C) All resolutions, opinions, certificates and other instruments referred to or provided for herein or in the Lease may be accepted by the Fiscal Agent as conclusive evidence of the facts, opinions and conclusions stated therein and shall be full warrant, protection and authority to the Fiscal Agent for any action reasonably taken pursuant thereto. The Fiscal Agent shall be under a duty to examine any such resolutions, opinions, cer- tificates and other instruments to determine whether or not they conform to the requirements of this ordinance and the Lease. (D) The Fiscal Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith and, if appropriate, upon advice of counsel who may be counsel 1 for the Fiscal Agent or the City or Famdoc. (E) No provision contained in this Section shall be construed to relieve the Fiscal Agent from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that this subsection shall not be construed to limit the effect of subsections (B), (C) and (D) of this section and the Fiscal Agent shall not be liable for any error of judgment made in good faith unless it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts. (F) The Fiscal Agent shall have the right to buy, sell, own, deal or trade in the Bonds or the coupons relating thereto without giving notice thereof to the City or Famdoc or any bondholder and without incurring any liability whatsoever with respect thereto. (G) The Fiscal Agent may resign by an instrument in writing delivered to the City and Famdoc to take effect not sooner than ninety (90) days after its delivery, whereupon the City, with the consent of Famdoc, shall immediately, in writing, designate a successor fiscal agent. Such successor fiscal agent shall be a bank, trust company or national banking association which is a member of the Federal Reserve System and has a capital stock and surplus aggregating at least that of the Fiscal Agent at the time of its designation hereunder. Such successor fiscal agent shall be subject to the same duties and obligations and shall have the same rights, privileges and immunities specified in this Ordinances and in the Lease for the Fiscal Agent. Any successor fiscal agent shall file an acceptance in the form referred to in subparagraph (A) hereof with the City Clerk within ten (10) days of its appointment. (H) The Fiscal Agent shall be entitled to payment or reimbursement for reasonable fees for its ordinary services and all advances, counsel fees and other ordinary expenses reasonably and necessarily made or incurred by it in connection with its or- dinary services, all such fees and expenses to be paid by Famdoc as Additional Rent as specified in Article II of the Lease. Section 19. Authorization of Lease. The tract of land herein referred to and the building and improvements to be acquired thereon pursuant to this Ordinance shall be leased to Famdoc under and pursuant to a Lease dated November 1, 1984, substantially in the form attached to this Ordinance and marked Exhibit A, which Lease the Mayor and City Clerk are hereby authorized and directed to execute for and on behalf of and as the act and deed of the City. Section 20. Severability. If any one or more of the covenants, agreements or provisions of this Ordinance, or of the Lease, should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly pro- hibited, or against public policy, or should for any reason what- soever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions, and shall in no way affect the validity of the other provisions of this Ordinance or of the Bonds issued hereunder, or of the Lease. Section 21. Conveyance of Facility. Upon receipt by the City of Lease, title to Famdoc as appropriate directed to necessary to the purchase price of the property subject to said to said property shall be transferred and conveyed provided in the Lease, and Famdoc and other officers of said City are hereby authorized and execute such deeds and other instruments as may be effect such conveyance and transfer. - 12 - Section 22. Right to Collect Property Taxes. The City is issuing these bonds on the condition that Famdoc, Inc. waive any property tax exemption and subject said property to all the other taxes otherwise permitted under K.S.A. 79-201(a), as amended. ATTEST: 4 D. L. Harrison, City Clerk J Charles Roth, Mayor - 13 - Section 23. Effective Date. This Ordinance shall take effect and be in force from and after its passage and publication in the official City paper. PASSED AND APPROVED•by the governing body of the City of Salina, Kansas, this 19th day of November, 1984. ATTEST: 4 D. L. Harrison, City Clerk J Charles Roth, Mayor - 13 - SCHEDULE 1 TO LEASE DATED NOVEMBER 1, 1984 BY AND BETWEEN THE CITY OF SALINA, KANSAS AND FAMDOC, INC. AND TO ORDINANCE NO. 84-9047 OF SAID CITY RELATING THERETO CITY OF SALINA, KANSAS FAMDOC, INC. SCHEDULE 1 Legal. Description of Demised Property All of the property described below, which is situated in Lots 2 and 3, Block 5 of the Northeast Industrial Park, City of Salina, Saline County, Kansas, to -wit: Starting at a point at which the boundary lines of Lots 1, 2 and 3 of Block 5 of the Northeast Industrial Park, City of Salina, Saline County, Kansas, intersect, then proceed 7.33' South along the common boundary line of Lots 1 and 2, then proceed Southeasterly at a 60° angle from the common boundary line of Lots 1 and 2, 24.17' to the point of beginning. From the point of the beginning, proceed 58.0' Northeasterly at a 30' angle to the North boundary line of Lot 2, then proceed 49.0' Southeasterly at a 90* angle to the Northwesterly line of this property, then proceed Southwesterly parallel with the Northwesterly line of this property 58.01, then proceed Northwesterly, parallel with the Northeasterly line of this property to the point of the beginning. 1 r