8639 IRB Presbyterian ManorTABLE OF CONTENTS
Recitals---------------------------------------------
Section 1. Authority to Acquire Real Property and to
Construct, Purchase and Install the
Facility---------------- -------------------
Section 2. Authorization of and Security for the Bonds --
Section 3. Description and Details of the Bonds,
Designation of Paying Agent ----------------
Section 4. Redemption and Payment of Bonds Prior to
Maturity-----------------------------------
Section 5. Notice of Redemption -------------------------
Section 6. Unclaimed Principal and Interest Held by
Fiscal Agent -------------------------------
Section 5. Method of Execution of Bonds -----------------
section 5. Form of Bonds --------------------------------
Section 9. Execution and Delivery of the Bonds, Deposit
of Bond Proceeds, Designation of Fiscal
Agent---------------------------------------
Section 10. Construction Fund -----------------------------
Section 11. Principal and Interest Account ---------------
Section 12. Bond Reserve Account -------------------------
Section 13. Investments------7---------------------------
Section 14. Covenant to Pay Principal and Interest on the
Bonds--------------------------------------
Section 15. Particular Covenants of the City -------------
Section 16. Additional Bonds -----------------------------
Section 17. Amendments -----------------------------------
Section 18. Enforcement -----------------------------------
Section 19. Default; Events of Default -------------------
Section 20. Acceleration of Matuirty in Event of Default -
Section 21. Application of Moneys ------------------------
Section 22. Defeasance -----------------------------------
Section 23. List of Bondholders --------------------------
Section 24. Consent, Etc., of Bondholders ----------------
Section 25. Provisions Relating to the Fiscal Agent ------
Section 26. Payments Due on Saturdays, Sundays and
Holidays-----------------------------------
Section 27. Authorization of Lease -----------------------
Section 28. Approval of Guaranty Agreement ---------------
Section 29. Severability ---------------------------------
Section 30. Agreements of the City -----------------------
Section 31. Conveyance of Facility -----------------------
Section 32. Performance of Acts --------------------------
Section 33. Further Authority ----------------------------
Section 34. Effective Date -------------------------------
May 8, 1978 - 2
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hti shed Lr' tKe- S('A i "a'CL_ JDA ruAA Un
ORDINANCE NO. 8639
AN ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS; TO ACQUIRE
THE REAL PROPERTY HEREINAFTER DESCRIBED AND TO CONSTRUCT, PURCHASE
AND INSTALL BUILDINGS AND IMPROVEMENTS AND MACHINERY AND EQUIPMENT
TO BE LEASED TO SALINA PRESBYTERIAN MANOR, INC., A KANSAS NOT FOR
PROFIT CORPORATION; AUTHORIZING AND DIRECTING THE ISSUANCE OF
$2,000,000 PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REVENUE
BONDS, SERIES JUNE 1, 1978 (SALINA PRESBYTERIAN MANOR, INC.), OF
SAID CITY FOR THE PURPOSE OF PROVIDING FUNDS TO PAY THE COST OF
ACQUIRING SAID REAL PROPERTY AND CONSTRUCTING, PURCHASING AND IN-
STALLING SAID BUILDINGS AND IMPROVEMENTS AND MACHINERY AND EQUIP-
MENT TO BE LEASED TO SAID COMPANY; PRESCRIBING THE FORM AND
AUTHORIZING THE EXECUTION OF A LEASE BY AND BETWEEN SAID CITY AND
SAID COMPANY; AND PRESCRIBING THE FORM AND APPROVING THE EXECUTION
OF A GUARANTY AGREEMENT BY UNITED PRESBYTERIAN FOUNDATION OF
KANSAS, INC., A KANSAS NOT FOR PROFIT CORPORATION.
WHEREAS, the City of Salina, Kansas, a city of the first
class, hereinafter sometimes referred to as the "City," desires to
promote, stimulate and develop the general economic welfare and
prosperity of the City and its environs and thereby to further
promote, 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
12-1749a, as amended (the "Act"), the City is authorized to issue
industrial 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 industrial revenue bonds of
the City be authorized and issued for the purpose of providing
funds to pay the cost of acquiring the real property hereinafter
described and constructing, purchasing and installing buildings
and improvements and machinery and equipment to be leased to
Salina Presbyterian Manor, Inc., a Kansas not for profit corpora-
tion, hereinafter sometimes referred to as the "Company";
NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF
THE CITY OF SALINA, KANSAS:
91=12e1 - Leith2LI&I to AcaulLe�4��PLQL�L
CoRj=act. Purchase and Install the Fjc;Lj6j_U. The City is hereby
authorized to acquire the real property described and set forth on
Schedule 1 attached hereto and made a part hereof, and to con-
struct, purchase and install the buildings and improvements and
machinery and equipment as described and set forth on said
Schedule 1 attached hereto, in accordance with the provisions of
the Lease dated as of June 1, 1978, between the City and the
Company, hereinafter sometimes referred to as the "Lease," the
Lease being authorized by the provisions of this Ordinance (said
real property being hereinafter and in the Lease referred to as
the "Land," and the Land, together with the buildings and improve-
ments and machinery and equipment being hereinafter and in the
Lease referred to as the "Facility'), all at an amount which will
not exceed the cost of $2,000,000 to the City.
SeQ112"- k21l0rizli0n of _nFi�� Sir Y�Qz hg_BQa��-
For the purpose of providing funds to pay the cost of acquiring,
constructing, purchasing and installing the Facility to be leased
to the Company, there shall be issued and hereby are authorized
and directed to be issued a series of Industrial Development Reve-
nue Bonds, Series June 1, 1978 (Salina Presbyterian Manor, Inc.),
of the City in the principal amount of $2,000,000. The Bonds
herein authorized, hereinafter sometimes referred to as the
"Bonds," and all interest thereon and any redemption premium 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 (except to the extent paid out of
Bond proceeds or the income from the temporary investment thereof
and, under certain circumstances, condemnation awards and the pro-
ceeds of insurance), and the City hereby pledges the Facility and
the net earnings therefrom to the payment of the Bonds and the
interest thereon.
The payment of the principal of and interest on the
Bonds shall be guaranteed by United Presbyterian Foundation of
Kansas, Inc., a Kansas not for profit corporation, pursuant to the
terms of the Guaranty Agreement, the form of which is approved by
Section 28 of this Ordinance.
Sec 14a_ 2elariptIOn-lial-2119,111_2f-Uh9-B2alss
Dg�lgg�og�l Paq Agent. The Bonds shall consist of 400 cou-
pon Bonds, numbered from 1 to 400, inclusive, each of said Bonds
being in the denomination of $5,000. All of the Bonds shall be
dated June 1, 1978, and the Bonds shall be numbered, shall become
due serially on June 1 in each year, and shall bear interest from
date as follows:
-2-
PRINCIPAL
MATURITY
INTEREST
KUMBFRS
AMOUNT
�TyNE 1
RATE__
1 -
11
$ 55,000
1981
5
3/47
12 -
22
55,000
1982
5
3/47
23
- 34
60,000
1983
5
3/47.
35 -
46
60,000
1984
6
1/49.
47
- 59
65,000
1985
6
1/49.
60
- 73
70,000
1986
6
1/47
74
- 88
75,000
1987
6
1/47
89
- 104
80,000
1988
6
1/49.
105
- 121
85,000
1989
6
3/47
122
- 139
90,000
1990
6
3/47
140
- 158
95,000
1991
6
3/47
159
- 178
100,000
1992
6
3/47
179
- 200
110,000
1993
6
3/47
201
- 223
115,000
1994
7
1/47
224
- 248
125,000
1995
7
1/47
249
- 274
130,000
1996
7
1/47
275
- 302
140,000
1997
7
1/47
303
- 332
150,000
1998
7
1/47
333
- 365
165,000
1999
7
1/47
366
- 400
175,000
2000
7
1/47
-2-
The Bonds shall rear interest from date payable semi-
annually on June 1 and December 1 in each year, commencing
December 1, 1978s
The Bonds and the interest coupons to be attached
thereto shall be payable in lawful money of the United States of
America at First State Bank and Trust Company, in the City of
Salina, Kansas, hereby designated as the City's paying agent for
the payment of the principal of and interest on the Bonds and
herein sometimes referred to as the "Paying Agent."
In the event the interest on the Bonds is includible in
the gross income of the recipients thereof for Federal income tax
purposes by reason of the failure of the Bonds to qualify for the
exemption provided in Section 1O3(b)(6)(D) of the Internal Revenue
Code of 1954, as amended, all of the Bonds then outstanding shall
mature and be due and payable at the principal amount thereof,
plus accrued interest to the maturity date, together with a pre-
mium which shall be, on each Bond, equal to the stated interest
rate on such Bond multiplied times the principal amount of such
Bond, for each full year or fraction of a year which elapses from
the date on which the interest becomes includible in the gross in-
come of the recipients and the date of maturity established by the
City (which date of maturity shall not be earlier than 45 days or
later than 120 days after the Internal Revenue Service, the
Company or the Fiscal Agent hereinafter designated shill give
written notice to the City of the inclusion of the interest on the
Bonds in the gross income of the recipients thereof).
aJLJ2Q_A. ledeaotion and Payment of, B2111_?_Llor to
M1JL1=f1I. The 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:
(a) Each of the Bonds shall be subject to redeap-
tion and payment at the option of the City, upon
instructions from the Company, on any interest pay-
ment date upon any of the following conditions or
events, provided all of the Bonds are redeemed and
paid according to their teras: (1) if title to, or
the use for a limited period of, substantially all
of the Facility be condemned by any authority
having the power of eminent domain; (2) if substan-
tially 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 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 the
-3-
Company or the City. The Bonds redeemed pursuant
to this paragraph shall be redeemed at the princi-
pal amount thereof, plus accrued interest thereon
to date fixed for redemption and payment, Without
premium.
(b) Each of the Bonds maturing in the year 1986
and thereafter is also subject to redemption and
payment at the option of the City upon instructions
from the Company, on June 1, 1985, and on any in-
terest payment date thereafter, at the redemption
prices (expressed as percentages of principal
amount) set out below, plus accrued interest there-
on to the date fixed for redemption and payment:
Redemption Dates Redemption
June
1,
1985
to
December
1,
1985
103%
June
1,
1986
to
December
1,
1986
102 1/27
June
1,
1987
to
December
1,
1987
102%
June
1,
1988
to
December
1,
1988
101 1/2R
June
1,
1989
and
thereafter
101%
provided that Bonds shall not be redeemed pursuant
to this paragraph in amounts less than five percent
(5R) of the principal amount of Bonds at the time
outstanding. Bonds to be redeemed and paid pur-
suant to this paragraph shall be redeemed
proportionately from each maturity, the Bonds to be
redeemed to be selected by the Fiscal Agent herein-
after designated in such equitable manner as it may
determine.
(c) Prior to the date fixed for redemption funds
or securities in which such funds are invested
shall be placed with the Fiscal Agent to pay the
Bonds called for redemption and accrued interest
thereon to the redemption date and the premium, if
any. Upon the happening of the above conditions,
the Bonds thus called for redemption, from and
after the redemption date, shall cease to bear in-
terest, shall no longer be entitled to the benefits
and protection of the covenants herein contained
and shall not be deemed to be outstanding here-
under.
Sec:LJ2a_,5. i=j..Qe of Redemot;LQg. Notice of any redemp-
tion provided for by this Ordinance shall be given in the name of
the City by the City, the Company or the Fiscal Agent by United
States registered mail to the Paying Agent herein designated and
to the original purchaser of the Bonds, such notice to be mailed
at least 30 days prior to the date fixed for redemption and pay-
ment and to specify the numbers of the Bonds to be redeemed and
-4-
paid. Notice of any such redemption shall also be published at
least once not less than 30 days prior to the date fixed for re-
demption in a financial journal published and of general
circulation in New York, New York. Notice of any such redemption
shall also be given by registered mail in the manner hereinbefore
specified to any bondholder who files his name with the Fiscal
Agent pursuant to Section 23 of this Ordinance, provided that the
failure to give any notice by mail as herein specified shall not
affect .,the validity of any such call for redemption. Interest
shall cease on any of the Bonds so called for redemption and pay-
ment 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
instructions from the Company, as long as the Company is not in
default in the payment of Basic Rent due under the Lease.
$���QII�t • �D�l��€�_EL������a�_�IL�gL4��_Hgl�_�Y
Any moneys deposited with the Fiscal Agent or the
Paying Agent for the payment of the principal of or interest on
the Bonds and remaining unclaimed for six years after such princi-
pal and interest have become due shall be paid to the Company, and
any bondholder entitled thereto shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof,
and all liability of the City, the Fiscal Agent or the Paying
Agent with respect thereto shall cease; provided, however, that
the Fiscal Agent and the Paying Agent before being required to
make any such payment to the Company, may at the Company's expense
cause to be published once in a publication of general circulation
in New York, New York, notice that such moneys remain unclaimed
and that after a date specified therein, which shall not be less
than 30 days after the date of such publication, any such un-
claimed moneys then remaining will be paid to the Company.
q1Qt12a_2• 111h4dQF_EXQcut12a_2F_92U_dZ. The Bonds
shall be executed for and on behalf of the City by the facsimile
signature of its Mayor and attested by the manual signature of its
City Clerk, with the seal of the City affixed thereto or imprinted
thereon. Interest coupons shall be attached to the Bonds
representing the interest to mature thereon, and said interest
coupons shall bear the facsimile signatures of the Mayor and City
Clerk of the City. In the event either said Mayor or City Clerk or
both of said officers shall cease to hold such office before the
Bonds and coupons 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 the
Bonds, coupons and registration certificates shall be valid and
sufficient for all purposes as if they had remained in office
until such issuance.
5&at"g6. F= of. Bond. Each of the Bonds and inter-
est coupons attached thereto shall be in substantially the
following form:
1
Nom _ $5,000
UNITED STATES OF AMERICA
STATE OF KANSAS
COUNTY OF SALINE
CITY OF SALINA
INDUSTRIAL DEVELOPMENT REVENUE BOND
SERIES JUNE 1, 1978
(SALINA PRESBYTERIAN MANOR, INC.)
KNOW ALL MEN BY THESE PRESENTS: That the City of
Salina, in the County of Saline, State of Kansas, for value re-
ceived, hereby promises to pay, out of the revenues hereinafter
specified, to the bearer, the sum of
FIVE THOUSAND DOLLARS
in lawful money of the United States of America, on the first day
of June, 19_, and to pay interest thereon from the date hereof at
the rate of percent (N__R) per annum, payable semi-
annually on June 1 and December 1 in each year after the date
hereof commencing December 1, 1978, until the said principal sum
shall have been paid, upon presentation and surrender of the in-
terest coupons hereto attached, bearing the facsimile signatures
of the Mayor and City Clerk of said City as said coupons severally
become due, both principal of and interest on this Bond being
payable at First State Bank and Trust Company, in the City of
Salina, Kansas (the "Paying Agent").
In the event the interest on the Bonds is includible in
the gross income of the recipients thereof for Federal income tax
purposes by reason of the failure of the Bonds to qualify for the
exemption provided in Section 103(b)(6)(D) of the Internal Revenue
Code of 1954, as amended, then all of the Bonds then outstanding
shall mature and be due and payable at the principal amount there-
of, plus accrued interest to the maturity date, together with a
premium which shall be, for each Bond, equal to the stated inter-
est rate on such Bond aultiplied times the principal amount of
such Bond, for each full Year or fraction of a year which elapses
from the date on which the interest becomes includible in the
gross income and the date of maturity established by the City
(which date of maturity shall not be earlier than 45 days or later
than 120 days after the Internal Revenue Service, the Company or
the Fiscal lgent designated in the Ordinance authorizing this Bond
shall give written notice to the City and the holders of the Bonds
of the inclusion of the interest on the Bonds in the gross income
of the recipients thereof).
THIS BOND is one of an authorized series of 400 Bonds
aggregating the principal amount of $2,000,000 (the "Bonds") au-
thorized by an Ordinance (the "Ordinance") of the City of Salina,
Kansas (the "City"), for the purpose of providing funds to pay the
cost of acquiring real property and constructing, purchasing and
installing buildings and improvements and machinery and equipment
am
(hereinafter sometimes referred to as the "Facility," the Facility
being further identified in the Ordinance) to be leased to Salina
Presbyterian Manor, Inc., a Kansas not for profit corporation (the
"Company"), pursuant to a Lease dated as of June 1, 1978 (the
"Lease"), by and between the City and the Company, by the author-
ity of and in conformity with the provisions, restrictions and
limitations of the Constitution and statutes of the State of
Kansas, including K.S.A. 12-1740 to 12-1749a, 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 the City solely and only from
the money and revenue received from the fees charged and rental
received for the use of the Facility under the Lease and not from
any other fund or source (except to the extent paid out of Bond
proceeds or the income from the temporary investment thereof and,
under certain circumstances, condemnation awards and the proceeds
of insurance). Pursuant to the provisions of said statutes, the
governing body of the City has pledged the 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. The payment of the
principal of and interest on this Bond has been guaranteed by
United Presbyterian Foundation of Kansas, Inc., a Kansas not for
profit corporation (the "Guarantor"), pursuant to the terms of a
Guaranty Agreement (the "Guaranty") dated June 1, 1978, between
the Guarantor and the Fiscal Agent designated in the Ordinance.
This Bond does not constitute a debt of the City within
the meaning of any constitutional or statutory limitation.
Reference is hereby made to the Ordinance, to the Lease and to the
Guaranty for a description of the Facility and the covenants of
the City, the Company and the Guarantor with respect to the pay-
ment, collection, segregation and application of the money and
revenue received from the fees charged and rental received for the
use of the Facility, the rights, duties and obligations of the
City, the Company, the Guarantor and the Fiscal Agent 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 at the
option of the City, upon instructions from the Company, on any in-
terest payment date upon any of the following conditions or
events, provided all of the 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 be condemned by any author-
ity having the power of eminent 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 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 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 the Company or the City. The
Bonds redeemed as provided in this paragraph shall be redeemed at
the principal amount thereof, plus accrued interest thereon to and
-7-
including the date fixed for redemption and payment, without pre-
mium.
Each of the Bonds of the series of which this Bond is
one maturing in the year 1986 and thereafter is also subject to
redemption and payment prior to maturity at the option of the
City, upon instructions from the Company, on June 1, 1985, and on
any interest payment date thereafter, at the redemption prices
(expressed as percentages of principal amount) set out below, plus
accrued interest thereon to the date of redemption and payment:
Redemption Dates
112th—LIZlY.-21
Redemption
Ezlar--
June
1,
1985
to
December
1,
1985
103%
June
1,
1986
to
December
1,
1986
102 1/2%
June
1,
1987
to
December
1,
1987
102%
June
1,
1988
to
December
1,
1988
101 1/29.
June
1,
1989
and
thereafter
101%
provided that Bonds shall not be redeemed pursuant to
the provisions described in this paragraph in amounts
less than five percent (5%) of the principal amount of
Bonds outstanding. Bonds to be redeemed and paid pur-
suant to the provisions described in this paragraph
shall be redeemed proportionately from each maturity,
the Bonds to be redeemed to be selected by the Fiscal
Agent designated in the Ordinance in such equitable man-
ner as it may determine.
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 Agent not
less than 30 days prior to the date fixed for redemption and pay-
ment. Notice of any such redemption shall also be published at
least once not less than 30 days prior to the date fixed for re-
demption in a financial journal published and of general
circulation in New York, New York, and given by registered mail at
least 30 days prior to the date fixed for redemption to any bond-
holder who files his name with the Fiscal Agent as provided in the
Ordinance.
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 facsimile
signature of its Mayor and attested by the manual signature of its
City Clerk, and its corporate seal to be affixed hereto or im-
printed hereon, and the interest coupons hereto attached to be
signed with the facsimile signatures of said officers, and this
cm
Bond to be dated this first day of June, 1978.
ATTEST:
City Clerk
(facsimile)
Mayor
G
Coupon
No.
(FORM OF COUPON)
All Coupons for 6 Months due
JllIlg 1 �IlSI_�ece tQ��L- �-------
On the First day of -----------, 19--f )
unless the Bond to which this coupon is attached )
be called for redemption and payment duly made or ) City of Salina,
provided for, the City of Salina, Kansas, will ) Kansas
pay bearer, solely,from the money and revenue re- )
ceived from the fees charged and rental received ) ------------------
for the use of the Facility described in the Bond ) Industrial Develop -
to which this coupon is attached, and not from ) ment Revenue Bond
any other fund or source, the amount shown hereon, ) Series June 1, 1978
in lawful money of the United States of America, ) (Salina Presbyterian
at First State Bank and Trust Company, Salina, ) Manor, Inc.)
Kansas, being interest due on its Industrial }
Development Revenue Bond, Series June 1, 1978 )
(Salina Presbyterian Manor, Inc.), dated )
June 1, 1978, No• ��_�• )
Mayor )
ATTEST: )
City Clerk }
)
------------------------------------------------------------------------
-10-
Sectiga_9. Execut gn_and_De�iv_e�y_gf_tt�e_Bgndsl_DeQgs t
Qf_Bond_P�gceed��_De�gnat�,on_gf_F�ca�_Agarat. The Mayor and City
Clerk are hereby authorized and directed to prepare and execute,
in the manner hereinbefore specified, the Bonds herein authorized,
and to deliver said Bonds to The Columbian Securities Corporation,
Topeka, Kansas, the purchaser thereof, on payment of the purchase
price. The proceeds of the sale of the Bonds shall be deposited
with First State Bank and Trust Company, in the City of Salina,
Kansas, hereby designated as the City's Fiscal Agent for the Bonds
and herein referred to as the "Fiscal Agent," the rights and
duties of the Fiscal Agent being further specified in Section 25
and elsewhere in this Ordinance, and in the Lease.
Secti2Q_10. There is hereby author-
ized and ordered to be established in the hands of the Fiscal
Agent a separate fund or account designated as "City of Salina,
Kansas - Salina Presbyterian Manor, Inc. Construction Fund," here-
inafter referred to as the "Construction Fund." The Fiscal Agent
shall, first, promptly pay from the proceeds of the sale of the
Bonds into the Principal and Interest Account hereinafter created
the accrued interest and premium, if any, received upon such sale.
The balance of the proceeds of the sale of the Bonds shall be
deposited in the Construction Fund. The Construction Fund shall
be used for the purpose of providing funds to pay the cost of
acquiring the Land and constructing, purchasing and installing
the Facility to be leased -to the Company as provided in the
Lease. Any moneys not required for said purpose shall, when
the Facility is complete as provided in the Lease, be paid to
the Company.
SyctiQnThere 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 Industrial
Development Revenue Bonds, Series June 1, 1978 (Salina
Presbyterian Manor, Inc.), dated June 1, 1978," herein referred to
as the "Principal and Interest Account." The City covenants and
agrees that from and after the delivery of any of the Bonds, the
City will maintain said Account with the Fiscal Agent. All pay-
ments of Basic Rent and Additional Rent due under the Lease and
all other moneys intended to pay the principal of and interest on
the Bonds and the charges of the Fiscal Agent and Paying Agent
shall be applied and allocated by the Fiscal Agent to the
Principal and Interest Account. All amounts credited to and
.deposited in the Principal and Interest Account shall be used by
the Fiscal Agent and forwarded to the Paying Agent for the sole
purpose of paying the principal of and interest on the Bonds as
and when the same become due or are called for redemption and pay-
ment, and for paying the charges of the Fiscal Agent and Paying
Agent for acting hereunder. The Fiscal Agent shall make appro-
priate arrangements with and shall transmit funds to the Paying
Agent to pay such principal and interest as the same become due,
-11-
and the charges of the Fiscal Agent and the Paying Agent herein
referred to. Any balance remaining in the Principal and Interest
Account, shall, When the Bonds have been paid, or payment provided
for in accordance with Section 22 of this Ordinance, be paid to
the Company.
Section_12. Bond ReseL:v_e_Accgunt. There is hereby au-
thorized and ordered to be established in the hands of the Fiscal
Agent a separate account to be known as the "City of Salina,
Kansas, Bond Reserve Account for Industrial Development Revenue
Bonds, Series June 1, 1978 (Salina Presbyterian Manor, Inc.),
dated June 1, 1978," hereinafter referred to as the "Bond Reserve
Account." The City covenants and agrees that from and after the
delivery of any of the Bonds it will maintain said Account with
the Fiscal Agent. All payments of Additional Rent due under the
Lease for deposit into the Bond Reserve Account shall be applied
and allocated by the Fiscal Agent to the Bond Reserve Account.
Moneys in the Bond Reserve Account shall be used solely and ex-
clusively by the Fiscal Agent and forwarded to the Paying Agent to
prevent any default in the payment of the principal of or interest
on the Bonds, and any redemption premium, if moneys in the Princi-
pal and Interest Account are insufficient to pay the same as the
same become due or are payable; provided that when the moneys in
the Principal and Interest Account and the Bond Reserve Account
are sufficient to pay, at the times required, the principal of and
redemption premiums, if any, and interest on all the Bonds out-
standing, the moneys in the Bond Reserve Account shall be trans-
ferred to the Principal and Interest Account.
Sectjon_12. nv_estments. Moneys in the Construction
Fund shall, upon instructions from the Company, be invested by the
Fiscal Agent in (i) direct obligations of the United States of
America, or agencies thereof, or in (ii) certificates of deposit
secured by such obligations, becoming due within twelve months
from the date of purchase. Moneys allocated and credited to and
deposited in the Principal and Interest Account and moneys on de-
posit in the Bond Reserve Account shall be invested by the Fiscal
Agent, upon instructions from the Company, in (i) direct obliga-
tions of the United States of America, or agencies thereof, or in
(ii) certificates of deposit secured by such obligations. Moneys
from time to time held by the Fiscal Agent for the payment of
matured coupons or Bonds not yet presented for payment shall be
invested by the Fiscal Agent in passbook savings accounts. No in-
vestment 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. All interest or income on investments held in the
Construction Fund shall accrue to and become a part of the Con-
struction Fund, and all interest or income on investments held in
any other fund or account shall accrue to and become a part of the
Principal and Interest Account. Any losses suffered on invest-
ments held in any fund or account shall be charged to such fund or
-12-
account. Whenever the Fiscal Agent determines that the cash
balance in any fund or account is insufficient for the purposes of
such fund or account, it shall sell and reduce to cash securities
held in such fund or account until the cash balance is sufficient
for such purposes. Any investments made by the Fiscal Agent
pursuant to this Ordinance may be made through its own bond
department, and any certificates of deposit may be those of the
Fiscal Agent.
5ggUQQ_14.Cov_gI_#�Q_Pay_PLncigal 3n3_Intenes_on
thg_BQnda. The City covenants that it will promptly pay, or cause
to be paid, the principal of and interest and redemption premium,
if any, on the Bonds issued under this Ordinance, on the dates and
in the manner provided herein and in the Bonds, according to the
true intent and meaning thereof. The principal and interest and
redemption premium, if any, are payable solely from the revenues
received from the fees charged and rental received for the use of
the Facility (except to the extent paid out of moneys attributable
to Bond proceeds or the income from the temporary investment
thereof and, under certain circumstances, condemnation awards and
proceeds of insurance) and the Facility and the net earnings
therefrom are pledged to the payment of the Bonds and the interest
thereon as provided in Section 2 hereof. The City further cove-
nants that it will make or cause to be made all other payments and
deposits required under the provisions of this Ordinance from
funds made available for such purpose under the lease.
529ti2n_15. So long
as any of the principal of and interest on any of the Bonds
remains outstanding and unpaid, or until provisions are made for
the payment thereof, in accordance with Section 22 of this
Ordinance, the City covenants with each of the holders and owners
of the Bonds as follows:
(a) The City will use the proceeds of the Bonds as
soon as practicable and with all reasonable
dispatch for the purpose for which the Bonds are
issued as hereinbefore set forth. Said proceeds
will not be invested in any securities or obliga-
tions except for the temporary 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. The City further
covenants that the proceeds of. the Bonds will not
be used to acquire securities or obligations (other
than obligations described in subsection (a)(1) of
such Section) 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
-13-
Service of the United States or a decision by a
court of ultimate jurisdiction holds that the
acquisition of securities or obligations producing
a yield higher than the Bonds will not cause the
Bonds to be Arbitrage Bonds as defined in said
Section 103(c).
(b) The City will comply fully with all the terms,
provisions and conditions of the Lease which
require performance by, or impose duties on, the
City and it will not permit any default to occur on
the part of the City; it will fully and promptly
enforce all of the terms, provisions and conditions
of the Lease which require performance by, or
impose duties on, the Company, and in the event of
the occurrence of a default, as defined in the
Lease, will exercise all rights and remedies
conferred by the Lease for the full and complete
protection of the security and rights of the bond-
holders and, to the extent permitted by the Lease,
will use its best efforts to procure a new tenant
or tenants for the leased property under provisions
which will provide funds sufficient in amount to
make the rental payments and other payments which
the Company 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 sell the
Facility at a price not less than the amount suf-
ficient to pay the then outstanding Bonds plus in-
terest then unpaid.
(c) The City will enforce collection of the rental
payments and other charges in the amounts and at
the time set forth in the Lease and will not reduce
or cause or permit to be reduced the rental pay-
ments 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 enforcement 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 the Lease, except as
provided therein, which will in any manner affect
adversely the rights, remedies or interest of the
bondholders, nor will it consent to any merger,
consolidation, dissolution or liquidation by the
Company, except to the extent provided in the
Lease.
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(e) Any purchase price of the Facility, any
condemnation awards, or any 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 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 Ordi-
nance. Such funds shall be deposited with the
Fiscal Agent, and the same shall be used solely for
the payment of the Bonds and the accrued interest
thereon, and the charges of the Paying Agent and
the Fiscal Agent for paying the same.
(f) The City will cause the Company to keep
constantly insured all buildings and improvements
and machinery and equipment from time to time
constituting a part of the property leased to the
Company in the manner provided for by the Lease.
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 the Lease.
(g) 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, which records and accounts shall be main-
tained in accordance with generally accepted
principles of trust accounting and shall include
complete details of all financial transactions
related to the Bonds authorized herein and the
leased property. Such records and accounts shall be
specifically designed and maintained to show
whether or not the provisions of this Ordinance and
the Lease referred to herein are being complied
with. Such books and records shall be available
for inspection by the agents of the Company or any
of the holders of the Bonds during the regular
business hours of the Fiscal Agent.
-15-
Sgg_112n 16. Additionai_�onds. The City covenants with
each of the holders and owners of the Bonds that it will not issue
any other obligations payable from payments by the Company pur-
suant 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 the Lease,
nor will it, unless required by law or by the terms of the Lease,
sell or otherwise dispose of the Project or any part thereof; pro-
vided, however, that the City may issue from time to time
additional revenue bonds for the purpose of completing the
acquisition, construction, purchase and installation of the
Facility, or adding additions thereto (including additional
stories to existing buildings), provided that the following terms
and conditions are met:
(a) The City shall have entered into an amendment
to the Lease or a new lease or agreement with the
Company providing for rentals or payments which,
together with any rentals under the Lease, will be
at least sufficient to pay the principal of and
interest on the Bonds and said additional bonds as
the same become due.
(b) The Company is not in default in the payment
of rent due under the Lease.
(c) The issuance of said additional bonds shall
not affect the exemption from Federal income taxa-
tion of the interest on the Bonds herein author-
ized.
In the event of the issuance of any such additional bonds the City
may pledge the Facility and the net earnings therefrom to the pay-
ment of such additional bonds and the interest thereon, provided
the City also pledges the additional construction, machinery and
equipment and the net earnings therefrom, purchased out of the
proceeds of such additional bonds, to the payment of the Bonds
herein authorized and the interest thereon.
Section -17. Amendments. The provisions of the Bonds
and the provisions of this Ordinance may be modified or amended at
any time by the City with the written consent of the Company (if
it is not in default under the Lease) and the holders of not less
than sixty-six and two-thirds per cent (66 2/3%) in aggregate
principal amount of the Bonds 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
responsibilities of the Fiscal Agent or the Paying Agent unless it
consents thereto, (b) the extension of the maturity of the princi-
pal of any of the Bonds or the extension of the maturity of the
interest on any Bonds, (c) a reduction in the principal amount of
-16-
1
any of the Bonds or the rate of interest thereon, or (d) a
reduction in the aggregate principal amount of Bonds, the consent
of the holders of which is required for any such amendment or
modification. Any provision of the Bonds or of this Ordinance
(other than those referred to in (a) above) may, however, be
modified or amended in any respect with the written consent of the
Company (if it is not then in default under the Lease) and the
holders of all of the Bonds then outstanding. Amendments to this
Ordinance which, in the opinion of the City, correct omissions or
ambiguities or which add to the security of the bondholders may be
made by the City when agreed to by the Company. Every amendment
or modification of a provision of the Bonds or of this Ordinance
to which the written consent of the bondholders is required 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 rea-
sonable 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 bondholder
or prospective bondholder requesting the same.
The Lease may be amended by the City and the Company,
except as to rent or certain other matters which may be made only
with the consent of a specified percentage of the holders of the
then outstanding Bonds, as provided therein.
Se9t120_18. EnfQzceman:L. The provisions of this Ordi-
nance shall constitute a contract between the City and the holders
of the Bonds, and the holder of any one or more of the Bonds may
sue to recover interest or principal which has not been paid
according to the terms of said Bond. The holders of twenty-five
per cent (25%) of the principal amount of Bonds then outstanding
may sue in any action, in mandamus, injunction or other
proceedings, either at law or in equity, to enforce or compel
performance of all duties and obligations required by this Ordi-
nance to be done or performed by the City or the Company. Nothing
contained in this Ordinance shall, however, be construed to impose
on the City any duty or obligation to levy any taxes either to
meet any obligation contained herein or to pay the principal of or
interest on the Bonds.
Section 19. Defaultl_Evgnts_of_Default. If any of the
following events occur, it is hereby defined as and declared to be
and to constitute an "event of default" within the meaning of this
Ordinance:
(a) Default in the due and punctual payment of any
interest on any Bond;
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1
1
(b) Default in the due and punctual payment of the
principal of or redemption premium, if any, on any
Bond, whether at the stated maturity thereof, or
upon any redemption, or upon the maturity thereof
by declaration as provided in Section 20 hereof; or
(c) Default in the performance or observance of
any other of the covenants, agreements or condi-
tions on the part of the City in this Ordinance or
in the Bonds contained, or default on the part of
the Company under the Lease in failing to pay or
causing to be paid the rentals or other payments
provided in the Lease or its failure to maintain
such insurance as is required by the Lease, and the
continuance thereof for a period of thirty (30)
days after written notice given to the City by the
Fiscal Agent or by the holders of not less than
twenty-five percent (25%) of the aggregate princi-
pal amount of Bonds then outstanding.
Sectt2a_20. Acceleretion_of _Mutu�ty_n_Ev_ent_of
lie—fault. Upon the happening of an event of default, as defined in
Section 19 hereof, the holders of twenty-five per cent (25%) or
more of the aggregate principal amount of Bonds then outstanding
may, by written notice given to the Mayor or City Clerk of the
City and to the Company, declare the principal of and interest on
all of the Bonds then outstanding to be due and payable im-
mediately, and upon such declaration given as aforesaid, said
principal and interest shall be immediately due and payable, any-
thing in the Bonds or this Ordinance contained to the contrary
notwithstanding. This provision, however, is subject to the con-
dition that if at any time thereafter all arrears of interest, ex-
cept interest accrued but not yet due, and all arrears of princi-
pal shall have been paid in full, or such default otherwise cured,
then in every such case such declaration and its consequences
shall be rescinded and annulled, but no such rescission or annul-
ment shall extend to or affect any subsequent default or impair
any rights consequent thereon.
sectl2n_21. ALPS sit 52II_Qt_MQi1cY�• Anything in this
Ordinance to the contrary notwithstanding, if at any time the
moneys in the Principal and Interest Account shall not be suffi-
cient to pay the principal of, premium, if any, and interest on
the Bonds as they become due and payable, all moneys received by
the Fiscal Agent shall, after payment of the cost and expenses of
the proceedings resulting in the collection of such moneys and of
the expenses, liabilities and advances incurred or made by the
Fiscal Agent, be applied by the •Fiscal Agent as follows:
(a) Unless the principal
have become or shall have
payable, all such moneys
-18-
of all the Bonds shall
been declared due and
shall be applied:
FIRST - To the payment to the persons en-
titled thereto of all installments of interest
then due on the Bonds, in the order of the
maturity of the installments of such interest
and, if the amount available shall not be suf-
ficient to pay in full any particular install-
ment, then to the payment ratably, according
to the amounts due on such installment, to the
persons entitled thereto, without any dis-
crimination or privilege; and
SECOND - To the payment to the persons
entitled thereto of the unpaid principal of
and premium, if any, on any of the Bonds which
shall have become due (other than Bonds called
for redemption for the payment of which moneys
are held pursuant to the provisions of this
Ordinance), in the order of their due dates,
with interest on such Bonds from the
respective dates upon which they become due
and, if the amount available shall not be suf-
ficient to pay in full the principal of, pre-
mium, if any, and such interest on the Bonds
due on any particular date, then to the
payment ratably, according to the amount of
the principal, interest and premium, if any,
due on such date, to the persons entitled
thereto without any discrimination or
privilege.
(b) If the principal of all the Bonds shall have
become due or shall have been declared due and pay-
able, all such moneys shall be applied to the pay-
ment of the principal, premium, if any, and inter-
est then due and unpaid upon the Bonds, without
preference or priority, ratably, according to the
amounts due respectively for principal, premium, if
any, and interest, to the persons entitled thereto
without any discrimination or privilege.
(c) If the principal of all the Bonds shall have
been declared due and payable, and if such
declaration shall thereafter have been rescinded
and annulled under the provisions of Section 20
hereof then, subject to the provisions of paragraph
(b) of this Section 21 in the event that the prin-
cipal of all the Bonds shall later become due or be
declared due and payable, the moneys shall be ap-
plied in accordance with the provisions of para-
graph (a) of this Section.
-19-
Whenever moneys are to be applied pursuant to the provisions of
this Section, such moneys shall be applied at such times, and from
time to time as the Fiscal Agent shall determine, having due re -
Bard to the amount of such moneys available for such application
in the future. Whenever the Fiscal Agent shall apply such funds,
it shall fix the date (which shall be an interest payment date un-
less it shall deem another date more suitable) upon which such ap-
plication is to be made, and upon such date interest on the
amounts of principal to be paid on such date shall cease to ac-
crue. The Fiscal Agent shall give such notice as it may deem ap-
propriate of the deposit with it of any such moneys and of the
fixing of any such date and shall not be required to make payment
to the bearer of any unpaid coupon or the holder of any Bond until
such coupon or such Bond and all unmatured coupons, if any, apper-
taining to such Bond shall be presented to the Fiscal Agent for
appropriate endorsement or for cancellation if fully paid.
Sestfoa_22. Def easanee. When all of the Bonds and all
coupons representing interest thereon shall have been paid and
discharged, then the agreements, obligations, covenants and re-
quirements contained in this Ordinance (other than those set forth
in this Section) and the pledge of the Facility and the net
earnings therefrom made hereunder and all other rights granted
hereby shall cease and terminate. The Bonds and coupons shall be
deemed to have been paid and discharged within the meaning of this
Ordinance and within the meaning of the Lease when there shall
have been deposited with (i) the Fiscal Agent, (ii) a bank located
in the State of Kansas, or (iii) the State Treasurer of the State
of Kansas, at or prior to the maturity or redemption date of the
Bonds and coupons, in trust for and irrevocably appropriated
thereto, moneys and/or direct obligations of, or obligations, the
principal of and interest on which are guaranteed by, the United
States of America, which moneys and obligations, together with the
interest to be earned on such obligations, will be at least suffi-
cient for the payment of the principal of and premium, if any, on
the Bonds and interest to accrue thereon to the date of maturity
or redemption, 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 of the Bonds are
to be redeemed prior to the maturity thereof, the City (and the
Company, if required hereunder) shall have elected to redeem such
Bonds and such Bonds shall have been called for redemption or
irrevocable instructions to call such Bonds for redemption shall
have been given. Any moneys and obligations which at any time
shall be deposited by or on behalf of the City for the purpose of
paying and discharging any of the Bonds or coupons shall be, and
are hereby, assigned, transferred and set over to the Fiscal
Agent, such bank or the State Treasurer, as the case may be, in
trust for the respective holders of the Bonds and coupons, and
such moneys and obligations shall be and are hereby irrevocably
appropriated to the payment and discharge thereof. If, through
lapse of time or otherwise, the holders of the Bonds or coupons
-20-
shall no longer be entitled to enforce payment of their obliga-
tions, then, in such event, it shall be the duty of the holder of
such moneys and obligations forthwith to pay such moneys and obli-
gations to the Company, as provided in Section 6 above.
Section 23. List of_Bogdholders. To the extent that
such information shall be made known to the City under the terms
of this Section, it will keep on file at the principal office of
the Fiscal Agent a list of the names and addresses of the last
known holders of the Bonds. Any bondholder may request that his
name and address be placed on said list by filing a written re-
quest with the City or with the Fiscal Agent, which request shall
include a statement of the principal amount of Bonds held by such
holder and the numbers of such Bonds. The Fiscal Agent shall be
under no responsibility with regard to the accuracy of said list.
At reasonable times and under reasonable regulations, established
by the Fiscal Agent, said list may be inspected and copied by the
Company or by the holders and/or owners (or a designated
representative thereof) of twenty-five per cent (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. ',
SeQUOR-21• 9929ig1ts_, Etc=y_2f 121.ihol3€17s. Any con-
sent, request, direction, approval, objection or other instrument
required by this Ordinance or the Lease herein authorized to be
signed and executed by the bondholders may be in any number of
concurrent writings of similar tenor and may be signed or executed
by such bondholders in person or by agent appointed in writing.
Proof of the execution of any such consent, request, direction,
approval, objection or other instrument or of the writing appoint-
ing any such agent and of the ownership of Bonds, if made in the
following manner, shall be sufficient for any of the purposes of
this Ordinance and shall be in favor of the City, the Fiscal
Agent, the Paying Agent and the Company with regard to any action
taken under such request or other instrument, namely:
(a) The fact and date of the execution by any
person of any such writing may be proved by
the certificate of any officer in any juris-
diction who by law has power to take
acknowledgments within such jurisdiction that
the person signing such writing acknowledged
before him the execution thereof, or by
affidavit of any witness to such execution.
(b) The fact of the holding by any person of
Bonds and/or coupons transferable by delivery
and the amounts and numbers of such Bonds, and
the date of the holding of same, may be proved
by a certificate executed by any trust
company, bank or bankers, wherever situated,
-21-
stating that at the date thereof the party
named therein did exhibit to an officer of
such trust company or bank or to such bankers,
as the property of such party, the Bonds
and/or coupons therein mentioned if such
certificate shall be deemed by the person to
whom such consent is addressed to be
satisfactory. Such person may, in his discre-
tion, require evidence that such Bonds have
been deposited with a bank, bankers or trust
company before taking any action based on such
ownership.
In lieu of the foregoing such person may accept other proofs of
the foregoing as he shall deem appropriate.
Secti2D_2S. PZ2v_isiorns_Relaji4g_tq_the_Fi�c�i_Ag�Q .
(a) Prior to the receipt of the Bond proceeds
pursuant to the provisions of Section 9 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 the Lease.
(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,
certificates 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 for the Fiscal
Agent or the City or the Company.
(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
-22-
1
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 the Company or any bond-
holder and without incurring any liability
whatsoever with respect thereto.
(g) The Fiscal Agent may be removed at any time by
the City with the consent of the Company, and may
resign by an instrument in writing delivered to the
City and the Company to take effect not sooner than
ninety (90) days after its delivery, upon such
removal or resignation the City, with the consent
of the Company, 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 which has a capital
stock and surplus aggregating at least $5,000,000.
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
Ordinance and in the Lease for the Fiscal Agent.
Any such successor fiscal agent shall file an
acceptance in the form referred to in subsection
(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 ordinary services, 311 such fees and
expenses to be paid by the Company as Additional
Rent as specified in Article II of the Lease.
(i) The Fiscal Agent shall have the right to con-
tinue, or to enter into, banking relationships with
the Company, with the City, and with any corpora-
tion, all or any part of the stock of which is
owned by the Company or the City, including, with-
out limitation, the acceptance of deposits of funds
from or the making of secured or unsecured loans to
-23-
the Company or the City and any such corporation,
without giving either notice thereof or -notice of
any information concerning the Company or the City
or any such corporation which comes to the atten-
tion of the Fiscal Agent as result thereof, to the
City or to any bondholder, and the Fiscal Agent
shall not incur any liability whatsoever to the
City or to any bondholder as a result thereof, or
as a result of the collection or other enforcement
by the Fiscal Agent of its rights with respect to
any such transaction.
Secti2rU_26. Payfietls_Dgg_on_Satur�aYst_SuB3ays_r��
Holijil . In any case where the date of maturity of interest on
or principal of the Bonds or the date fixed for redemption of any
Bonds shall be a Saturday, a Sunday or a legal holiday or a day on
which banking institutions are authorized by law to close, then
payment of interest or principal need not be made on such date but
may be made on the next succeeding business day not a Saturday, a
Sunday or a legal holiday or a day upon which banking institutions
are authorized by law to close, with the same force and effect as
if made on the date of maturity or the date fixed for redemption,
and no interest shall accrue on the amount being paid for the
period after such date.
Secti2Q_22. AU_tjLni,zation f_I ease. The Facility shall
be leased to the Company under and pursuant to a Lease dated as of
June 1, 1978, substantially in the form attached to this Ordinance
and marked Exhibit "A", which Lease (with such corrections and
changes therein as the officers executing the same deem
appropriate) the May and City Clerk are hereby authorized and di-
rected to execute for and on behalf of and as the act and deed of
the City.
29911Qa_Z8. ApgLoval ofCThe
Guaranty Agreement dated as of June 1, 1978, pursuant to which
United Presbyterian Foundation of Kansas, Inc., a Kansas not for
profit corporation, unconditionally guarantees to the Fiscal
Agent, for the benefit of the bondholders, the payment of the
principal of and interest on the Bonds, is hereby approved in the
form attached to this Ordinance and marked Exhibit "B", which
Guaranty Agreement the Fiscal Agent is authorized to accept. The
Fiscal Agent shall enforce the Guaranty Agreement for the benefit
and protection of the holders of the Bonds as long as the Bonds
remain outstanding and unpaid and prevent any default or
prospective default in the payment of the Bonds or the interest
thereon at the stated maturity thereof or the redemption, as the
case may be, or in the observance of any covenant, agreement or
undertaking contained in the Guaranty Agreement. The Fiscal Agent
shall not permit or consent to any change, amendment, modification
or termination of the Guaranty Agreement except to the extent pro-
vider therein.
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Section_29. 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
prohibited, or against public policy, or should for any reason
whatsoever 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 or of the Lease.
Section_30. Agreementa_gf the_City. All covenants,
stipulations, and obligations of the City contained in this Ordi-
nance and the Lease shall be deemed to be the covenants, stipula-
tions, obligations and agreements of the City to the full extent
authorized or permitted by law, and all such covenants, stipula-
tions, obligations and agreements shall be binding upon the City
and its successors from time to time and upon any board, body or
agency to which any powers or duties affecting such covenants,
stipulations, obligations and agreements shall be transferred by
or in accordance with law. Except as otherwise provided in this
Ordinance, all rights, powers and privileges conferred and duties
and liabilities imposed upon the City or any officials thereof by
the provisions of this Ordinance or the Lease shall be exercised
or performed by the City or by such officers as may be required by
law to exercise such powers and to perform such duties. No cove-
nant, stipulation, obligation or agreement herein contained or
contained in the Lease shall be deemed to be a covenant, stipula-
tion, obligation or agreement of any official, officer, agent or
employee of the City in his individual capacity, and neither the
officials of the City nor any officer executing the Bonds shall be
liable personally on the Bonds or by such for any personal liabil-
ity or accountability by reason of the issuance thereof.
SectiQa_11. CQnv_eYagce_of_Facilfty. Upon receipt by
the City of the purchase price of all or any part of the property
subject to the Lease, title to said property shall be transferred
and conveyed to the Company as provided in the Lease, and the
Mayor and other appropriate officers of said City are hereby au-
thorized and directed to execute such deeds, bills of sale and
other instruments as may be necessary to effect such conveyance
and transfer.
Secti2n_32.Performamrcg_of_Acts. All acts, conditions
and things required by the Constitution and laws of the State of
Kansas, relating to the enactment of this Ordinance, to the is-
suance of the Bonds, to the execution of the Lease Bonds and to
the execution of the Lease and to the approval of the Guaranty
Agreement, to happen, exist and be performed precedent to and in
the enactment of this Ordinance, precedent to the issuance of the
Bonds, precedent to the execution of Bonds and precedent to the
0
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execution of the Lease the Lease and precedent to approval of the
Guaranty Agreement have happened, exist and have been performed as
so required by law.
Section 33. FuLthgr_Auth4r�ity. The officials of the
City, and the attorneys, engineers and other agents or employees
of the City are hereby authorized to do all acts and things re-
quired of them by this Ordinance and the Lease for the full, punc-
tual and complete performance of all of the terms, covenants and
agreements contained in the Bonds, the Lease and this Ordinance.
Seat2n_34. Ef�ect,v_e_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 nth day of June_--_, 1978.
ATTEST:
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--
City Clerk
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p
Mayor
SCHEDULE 1 TO LEASE DATED JUNE 1, 1978, BY AND
BETWEEN THE CITY OF SALINA, KANSAS, AND UNITED
PRESBYTERIAN FOUNDATION OF KANSAS, INC. AND
TO ORDINANCE NO. 3,639 OF SAID CITY.
(a) TRACT I:
A tract of land lying in the Southwest Quarter (SW 1/4) of the
Southeast Quarter (SE 1/4) of Section Seventeen (17), Township
Fourteen (14) South, Range Two (2) West, of the Sixth Principal
Meridian in Saline County, Kansas, being more particularly
described as follows:
Commencing at the Southwest corner of said Southwest Quarter
(SW 1/4) of the Southeast Quarter (SE 1/4), thence Northerly
on an assumed bearing of North 00 degrees 00 minutes 00 seconds
East along the West line of said Southwest Quarter (SW 1/4) of
the Southeast Quarter (SE 1/4) a distance of Forty-five and no
Hundredths (45.00) feet, said point being on the North right-of-
way line of a county road, thence North 89 degrees 22 minutes
27 seconds East along said North right-of-way line a distance of
Nine Hundred and Ninety and Forty-two Hundredths (990.42) feet,
said point being the Southeast corner of the West tract and point
of beginning, thence North 00 degrees 37 minutes 33 seconds West
along East line.of said West tract a distance of Two Hundred and
Fifty-nine and Thirty-four Hundredths (259.34) feet; thence North
45 degrees 37 minutes 33 seconds West along East line of said
West tract a distance of Sixty-seven and Eighty-two Hundredths
(67.82) feet, thence North 00 degrees 37 minutes 33 seconds
West along East line of said West tract a distance of Ninety-two
and Forty-six Hundredths (92.46) feet, thence North 89 degrees
22 minutes 27 seconds East along East line of said West tract
a distance of Eight and no Hundredths (8.00) feet, thence North
00 degrees 37 minutes 33 seconds West along East line of said
West tract a distance of One Hundred and Forty-two and Seven
Hundredths (142.07) feet to the Northeast corner of said West
tract, thence North 89 degrees 22 minutes 27 seconds East a
distance of Two Hundred and Forty-two and no Hundredths (242.00)
feet, thence South 00 degrees 37 minutes 33 seconds East a
distance of Five Hundred and Forty-one and Eighty-three Hundredths
(541.83) feet to a point on the North right-of-way line of a county
road, thence South 89 degrees 22 minutes 27 seconds West along
said North right-of-way line a distance of Two Hundred and Two
and Five Hundredths (202.05) feet to point of beginning.
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TRACT II:
A tract of land lying in the Southwest Quarter (SW 1/4) of the
Southeast Quarter (SE 1/4) of Section Seventeen (17), Township
Fourteen (14) South, Range Two (2) West, of thea Sixth Principal
Meridian in Saline County, Kansas, beingmore particularly
described as follows:
Commencing at the Southwest corner of said Southwest
Quarter
(SW 1/4) of the Southeast Quarter (SE 1/4), e
rtherly
on an assumed bearing of North 00 degrees 00 minutes 00 seconds
East along the West line of said Southwest Quarter (SW 1/4) of
the Southeast Quarter (SE 1/4) a distance of Forty-five and no
Hundredths (45.00) feet, said point being on the North right-of-
way line of a county road, thence North 89 degrees 22 minutes 27
seconds East along the said North right-of-way line a distance
of Six Hundred and Fifty-eight and Seventy-three Hundredths
(658.73) feet, to the point of beginning, thence North 00 degrees
37 minutes 33 seconds West a distance of Two Hundred and Fifty
and Nine -hundredths (250.09) feet, thence North 44 degrees 22
minutes 27 seconds East a distance of One Hundred and Eighty-three
and Thirty-three Hundredths (183.33) feet, thence South 45 degrees
37 minutes 33 seconds East a distance of Twelve and no Hundredths
(12.00) feet, thence North 44 degrees 22 minutes 27 secondstEast
a distance of Fifty-two and Fifty Hundredths (52.50) feet,
North 45 degrees 37 minutes 33 seconds West a distance of Twelve
and no Hundredths (12.00) feet, thence North 44 degrees 22 minutes
27 seconds East a distance of One Hudnred and Seventy -Six and
Seventy-five Hundredths (176.75) feet, thence South 00 degrees
37 minutes 33 seconds East a distance of one Hundred and Forty-two
and Seven -hundredths (142.07) feet, thence South 89 degrees
22 minutes 27 seconds West a distance of Eight and no Hundredths
(8.00) feet, thence South 00 degrees 37 minutes 33 seconds East
a distance of Ninety-two and Forth -six Hundredths (92.46) feet,
thence South 45 degrees 37 minutes 33 seconds East adistance of
Sixty-seven and Eighty-two Hundredths (67.82) feet, thence
South 00 degrees 37 minutes 33 seconds East a distance of Two
Hundred and Fifty-nine and Thirty-four Hundredths (259.34) feet
to a point on the North right-of-way of a county road, thence
South 89 degrees 22 minutes 27 seconds West along said county
road right-of-way a distance of Three Hundred and Thirty-one
and Sixty-nine Hundredths (331.69) feet to the point of beginning.
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1
1
Subject to (i) easements, conditions, restrictions, covenants,
agreements and reservations now of record, (ii) the rights of
the public in and to any part of the premises lying or being in
public roads, alleys or highways, and (iii) taxes and assessments,
general and special, not now due or payable;
(b) And all buildings, fixtures, furnishings and equipment located
or installed thereon pursuant to said Lease.
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