8467 IRB Salina Nursing CenterPUbli5hed J&nQAR-,, Z(,P, t6i?S'
Rev. 010576
ORDINANCE NO. 8
AN ORDINANCE AUTHORIZING AND DIRECTING THE CITY
OF SALINA, KANSAS, TO ACQUIRE A TRACT OF LAND IN
SALINE COUNTY, KANSAS, FOR INDUSTRIAL DEVELOPMENT
PURPOSES; AUTHORIZING THE PAYMENT OF THE COST OF
CONSTRUCTING AND EQUIPPING A 100 -BED NURSING HOME
FACILITY THEREON; AUTHORIZING AND DIRECTING THE
ISSUANCE OF $960,000.00 PRINCIPAL AMOUNT OF INDUS-
TRIAL REVENUE BONDS OF SAID CITY FOR THE PURPOSE
OF ACQUIRING SAID LAND AND TO PAY THE COST OF CON-
STRUCTING AND EQUIPPING SUCH FACILITY; PRESCRIBING
THE FORM AND DETAILS OF SAID INDUSTRIAL REVENUE
BONDS; PROVIDING FOR THE COLLECTION, SEGREGATION
AND APPLICATION OF THE REVENUES OF SUCH FACILITY
FOR THE PURPOSES AUTHORIZED BY LAW; PLEDGING SAID
FACILITY AND THE NET REVENUES FROM SAID FACILITY
TO SECURE SUCH BONDS; PROVIDING FOR A TRUSTEE AND
PAYING AGENT AND PRESCRIBING THE POWERS AND DUTIES
OF SUCH TRUSTEE AND PAYING AGENT; PERMITTING THE
ISSUANCE OF PARITY BONDS UNDER CERTAIN CONDITIONS;
PRESCRIBING THE FORM AND AUTHORIZING THE EXECUTION
OF A GUARANTY AGREEMENT AND A LEASE AND AGREEMENT
BY AND BETWEEN SAID CITY AS LANDLORD, SALINA NURSING
CENTER, INC., A KANSAS CORPORATION, AS TENANT, AND
L. E. STOLZ, C. K. LEDOUX, W. S. BRADLEY AND JOE
W. CARMICHAEL, INDIVIDUALS, AS PARTIAL AND LIMITED
GUARANTORS.
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 of Salina, Kansas, 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. Sections 12-1740
to 12-1749, inclusive, and all acts amendatory thereof or supplemental
thereto, 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 indus-
trial revenue bonds of the City in the principal amount of Nine Hundred
Sixty Thousand Dollars ($960,000.00) be authorized and issued, for the
purpose of providing funds to pay the cost of acquiring certain real
estate in Saline County, Kansas, and constructing and equipping a 100-
I
bed nursing home facility thereon to be leased to Salina Nursing Center,
Inc., a Kansas corporation, such real estate, building and equipment
hereinafter sometimes referred to as the "Facility".
NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE
CITY OF SALINA, KANSAS:
SECTION 1. The City of Salina, Kansas, is hereby authorized
to acquire real estate in Saline County, Kansas, as described in Exhibit
"A" attached hereto and made a part hereof, subject to acceptable restric-
tions and easements of record, and to pay the cost of constructing and
equipping a 100 -bed nursing home facility thereon in accordance with
the provisions of the Lease and Agreement dated as of October 1, 1975
(hereinafter referred to as the "Lease"), by and between the City as
Landlord, Salina Nursing Center, Inc., a Kansas corporation, as Tenant,
and L. E. Stolz, C. K. LeDoux, W. S. Bradley and Joe W. Carmichael,
individuals, as Partial and Limited Guarantors, said Lease being herein-
after authorized, all at an amount which will not exceed the cost of
$960,000.00 to the City. Such Facility shall consist of a building,
equipment and other improvements more specifically described in Exhibit
"B" attached hereto and made a part hereof.
SECTION 2. For the purpose of providing funds to pay the cost
of acquiring said real estate and of constructing and equipping said 100 -
bed nursing home facility to be leased to Salina Nursing Center, Inc.
(sometimes hereinafter referred to as the "Tenant"), there shall be issued
and hereby are authorized and directed to be issued a series of Industrial
Revenue Bonds, Series A /y;/,,(hereinafter sometimes referred to
as the "Series I Bonds") of the City of Salina, Kansas, in the principal
a/m�o'unt of $490,000.00, and a series of Industrial Revenue Bonds, Series
,fe ti -I -&ie� I0 I 'P< (hereinafter sometimes referred to as the "Series II
Bonds") of the City of Salina, Kansas, in the principal amount of
$470,000.00. Said bonds herein authorized, hereinafter sometimes collec-
tively referred to as the "Bonds" or the "Revenue Bonds", and all interest
thereon shall be paid solely from the money and revenue received from
2.
I
the Facility and not from any other fund or source. The City hereby
pledges the Facility and the net earnings therefrom to the payment of
the Bonds and the interest thereon.
SECTION 3. Said Series I Industrial Revenue Bonds of the
City of Salina, Kansas, shall consist of 178 Bonds, numbered from 1 to
178, inclusive, in denominations as follows: Bonds Nos. 1 to 11, in-
clusive, $5,000.00; Bonds Nos. 12 to 26, inclusive, $1,000.00; Bonds
Nos. 27 to 33, inclusive, $5,000.00; Bonds Nos. 34 to 53, inclusive,
$1,000.00; Bonds Nos. 54 to 73, inclusive, $5,000.00; Bonds Nos. 74 to
103, inclusive, $1,000.00; Bonds Nos. 104 to 143, inclusive, $5,000.00;
and Bonds Nos. 144 to 178, inclusive, $1,000.00 each. Said Series I
Bonds mature in the years 1977 to 1996, inclusive. All of the Series I
Bonds are dated October 1, 1975, and said Series I Bonds shall be num-
bered, shall bear interest and become due serially on October 1 in
each year as follows:
BOND INTEREST
NUMBERS RATE MATURITY
(Inclusive) AMOUNT PER ANNUM DATE
1 to 2 $10,000 7-3/4% October 1, 1977
3 to 5 15,000 7-3/4% October 1, 1978
6 to 8 15,000 7-3/4% October 1, 1979
9 to 11 15,000 7-3/4% October 1, 1980
12 to 26 15,000 8-1/4% October 1, 1981
27 to 29 15,000 8-1/4% October 1, 1982
30 to 33 20,000 8-1/4% October 1, 1983
34 to 53 20,000 8-1/4% October 1, 1984
54 to 57 20,000 8-3/4% October 1, 1985
58 to 61 20,000 8-3/4% October 1, 1986
62 to 67 30,000 8-3/4% October 1, 1987
68 to 73 30,000 8-3/4% October 1, 1988
74 to 103 30,000 9 % October 1, 1989
104 to 109 30,000 9 % October 1, 1990
110 to 115 30,000 9 % October 1, 1991
116 to 122 35,000 9 % October 1, 1992
123 to 129 35,000 9-1/2% October 1, 1993
130 to 136 35,000 9-1/2% October 1, 1994
137 to 143 35,000 9-1%2% October 1, 1995
144 to 178 35,000 9-1/2% October 1, 1996
Said Series I Bonds shall bear interest from date, payable
April 1, 1976, and thereafter semiannually on October 1 and April 1 in
each year until maturity or called for redemption.
Series I Bonds numbered 110 to 178, inclusive, maturing in
3.
the years 1991 to 1996, inclusive, may be called for redemption and pay-
ment, in whole or in part, in inverse numerical,order, on October 1, 1990,
or on any interest payment date thereafter, at the par value thereof,
plus accrued interest thereon to date fixed for redemption and payment,
together with a premium which shall be equal to four per cent (4%) of
the par value of the principal amount of Series I Bonds so called for
redemption and payment.
Said Series II Industrial Revenue Bonds of the City of Salina,
Kansas, shall consist of 162 Bonds, numbered from 1 to 162, inclusive,
in denominations as follows: Bonds Nos. 1 to 28, inclusive, $5,000.00;
Bonds Nos. 29 to 78, inclusive, $1,000.00; Bonds Nos. 79 to 118, inclu-
sive, $5,000.00; Bonds Nos. 119 to 153, inclusive, $1,000.00; and Bonds
Nos. 154 to 162, inclusive, $5,000.00 each. Said Series II Bonds mature
in the years 1977 to 1996, inclusive. All of the Series II Bonds are
dated October 1, 1975, and said Series II Bonds shall be numbered, shall
bear interest and become due serially on October 1 in each year as follows:
BOND INTEREST
NUMBERS RATE MATURITY
(Inclusive) AMOUNT PER ANNUM DATE
1 to 3 $15,000 8 % October 1, 1977
4 to 6 15,000 8 % October 1, 1978
7 to 9 15,000 8 % October 1, 1979
10 to 12 15,000 8-1/2% October 1, 1980
13 to 15 15,000 8-1/2% October 1, 1981
16 to 18 15,000 8-1/2% October 1, 1982
19 to 23 25,000 9 % October 1, 1983
24 to 28 25,000 9 % October 1, 1984
29 to 53 25,000 9 % October 1, 1985
54 to 78 25,000 9 % October 1, 1986
79 to 84 30,000 9-1/4% October 1, 1987
85 to 90 30,000 9-1/4% October 1, 1988
91 to 95 25,000 9-1/4% October 1, 1989
96 to 98 15,000 9-1/4% October 1, 1990
99 to 104 30,000 9-1/2% October 1, 1991
105 to 111 35,000 9-1/20 October 1, 1992
112 to 118 35,000 9-1/2% October 1, 1993
119 to 153 35,000 9-1/2% October 1, 1994
154 to 159 30,000 9-1/2% October 1, 1995
160 to 162 15,000 9-1/2% October 1, 1996
Said Series II Bonds shall bear interest from date, payable
April 1, 1976, and thereafter semiannually on October 1 and April 1 in
each year until maturity or called for redemption.
4.
1
1
Series II Bonds numbered 99 to 162, inclusive, maturing in the
years 1991 to 1996, inclusive, may be called for redemption and payment,
in whole or in part, in inverse numerical order, on October 1, 1990, or
on any interest payment date thereafter, at the par value thereof, plus
accrued interest thereon to date fixed for redemption and payment, to-
gether with a premium which shall be equal to four per cent (0) of the
par value of the principal amount of said Series II Bonds so called for
redemption and payment.
All of the Bonds (Series I and Series II) shall be subject to
redemption and payment at the option of said City on any interest pay-
ment date, in the event that all or substantially all of the Facility
subject to said Lease be condemned by any authority having the power
of eminent domain, or in the event all or substantially all of such Faci-
lity is damaged or destroyed by fire or other casualty, at the par value
thereof, plus accrued interest thereon to date of redemption, together
with a premium which shall be equal to four per cent (4%) of the par
value of the principal amount of said Bonds so called for redemption and
payment.
Notice of any call for redemption and payment shall be given
by one publication in the official city paper of the City of Salina,
Kansas, and in the official state paper of the State of Kansas, at least
thirty (30) days prior to the date fixed for redemption and payment.
Said notice shall specify bond numbers and series of Bonds to be re-
deemed and such notice shall also be mailed by registered or certified
mail not less than thirty (30) days prior to the date fixed for redemp-
tion and payment to the Trustee and to the Original Underwriters. In-
terest shall cease on any of said Bonds so called for redemption and
payment as of the date fixed for redemption and payment, provided funds
are available to pay the same according to their terms.
Said Series I Industrial Revenue Bonds of the City of Salina,
Kansas, in the amount of $490,000.00, and said Series II Industrial
Revenue Bonds of the City of Salina, Kansas, in the amount of $470,000.00,
shall be parity bonds, equally and ratably secured under this Ordinance
5.
0
and the Lease and Agreement referred to herein and by the pledge and
covenants made therein, and shall be equal in stature and priority.
Said Bonds and interest coupons to be attached thereto as here-
inafter provided shall be payable to bearer in lawful money of the United
States of America at the office of the Trustee and Paying Agent, The
National Bank of America at Salina, Salina, Kansas.
SECTION 4. Said Bonds and each of them shall be executed for
and on behalf of the City by the facsimile signature of the Mayor and
attested by the facsimile signature of the City Clerk, with the corporate
seal of the City affixed. Interest coupons shall be attached to said
Bonds representing the interest to mature thereon, and said interest
coupons shall bear the facsimile signatures of the Mayor and City Clerk
of said City. All of said Bonds shall be registered by the signature
of the City Clerk in substantially the form hereinafter set forth and
such registration certificate shall be attested by the seal of the City;
and all of the Bonds shall be authenticated by the manual signature of
an authorized officer of the Trustee and Paying Agent.
SECTION 5. Each of said Bonds and interest coupons and the
certificates attached thereto shall be in substantially the following form:
IIN
No. $
UNITED STATES OF AMERICA
STATE OF KANSAS
COUNTY OF SALINE
CITY OF SALINA
INDUSTRIAL REVENUE BOND
Series
KNOW ALL MEN BY THESE PRESENTS: That the City of Salina, in
the County of Saline, State of Kansas, for value received, hereby pro-
mises to pay, out of the revenues hereinafter specified, to the bearer,
the sum of
THOUSAND DOLLARS
in lawful money of the United States of America on the first day of Octo-
ber, 19_, and to pay interest thereon from the date hereof at the rate
of per cent ( o) per annum, payable April 1, 1976, and
thereafter semiannually on October 1 and April 1 in each year after the
date hereof until the said principal sum shall have been paid, upon pre-
sentation and surrender of the interest coupons attached hereto, 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 the offices of The National Bank of America at Salina,
Salina, Kansas.
THIS BOND is one of an authorized series of 178 Bonds of like
date and tenor, except as to number, denomination, interest rate and ma-
turity, aggregating the principal amount of $490,000.00, numbered from
1 to 178, inclusive, becoming due in the years 1977 to 1996, inclusive,
said Bonds being in denominations as follows: Bonds Nos. 1 to 11, inclu-
sive, $5,000.00; Bonds Nos. 12 to 26, inclusive, $1,000.00; Bonds Nos.
27 to 33, inclusive, $5,000.00; Bonds Nos. 34 to 53, inclusive, $1,000.00;
Bonds Nos. 54 to 73, inclusive, $5,000.00; Bonds Nos. 74 to 103, inclusive,
$1,000.00; Bonds Nos. 104 to 143, inclusive, $5,000.00; and Bonds Nos.
144 to 178,"inclusive, $1,000.00 each, to be used in conjunction with
the proceeds of an authorized series of 162 Bonds of similar import, total-
ing the principal amount of $470,000.00 and designated Series ,
all authorized by Ordinance No. of said City, issued for the pur-
pose of providing funds to pay the cost of acquiring certain real estate,
and constructing and equipping a 100 -bed nursing home facility thereon
(said real estate, building and equipment hereinafter sometimes referred
to as the "Facility"), to be leased to Salina Nursing Center, Inc., a
Kansas corporation (hereinafter sometimes referred to as the "Tenant"),
pursuant to a Lease and Agreement dated as of October 1, 1975, by and
between the City of Salina, Kansas, as Landlord, Salina Nursing Center,
Inc., as Tenant, and L. E. Stolz, C. K. LeDoux, W. S. Bradley and Joe W.
Carmichael, individuals, as Partial and Limited Guarantors, by the autho-
rity and in conformity with the provisions, restrictions and limitations
of the Constitution and Statutes of the State of Kansas, including K.S.A.
Sections 12-1740 to 12-1749, inclusive, and all amendments thereof and
acts supplemental thereto; and this Bond and all interest and premium,
if any, hereon are to be paid by said City of Salina, Kansas, solely and
only from the money and revenue received from the Facility and not from
any other fund -or source. Pursuant to the provisions of said statutes,
the governing body of the City of Salina, Kansas has pledged said Faci-
lity 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 aforesaid and to said Lease from the City
of Salina, Kansas to Salina Nursing Center, Inc., for a description of
the covenants of the City with respect to the collection, segregation
and application of the revenues of said Facility, the nature and extent
of the security of said Bonds, and the rights, duties and obligations
of the City and of the Trustee with respect thereto.
7.
Bonds of Series of the City of Salina, Kansas are
equally and ratably secured by the pledge and covenants made in Ordinance
No. of said City of Salina, Kansas and the Lease aforesaid, and
are on a parity in all respects with the Bonds of this Series
At the option of the City, Bonds numbered 110 to 178, inclusive,
maturing in the years 1991 to 1996, inclusive, of the Series of Bonds of
which this Bond is one, may be called for redemption and payment, in whole
or in part, in inverse numerical order, on October 1, 1990, or on any in-
terest payment date thereafter, at the par value thereof, plus accrued
interest thereon to the date fixed for redemption and payment, together
with a premium equal to four per cent (4%) of the principal amount of the
Bonds so called for redemption and payment.
Each of the Bonds of the Series of which this Bond is one is
subject to redemption and payment prior to their respective maturities
on any interest payment date, in the event all or substantially all of
the Facility leased to said Tenant be condemned by any authority having
the power of eminent domain, or in the event all or substantially all of
said Facility be damaged or destroyed by fire or other casualty, at the
par value thereof, plus accrued interest thereon to date of redemption,
together with a premium equal to four per cent (4%) of the principal
amount of the Bonds so called for redemption and payment.
Notice of the City's intention to redeem and pay said Bonds,
specifying the numbers and the Series of the Bonds to be redeemed and
paid, shall be given by registered or certified mail to the Trustee, and
to the Original Underwriters of said Bonds, not less than thirty (30) days
prior to the date fixed for redemption and payment and by one publication
in the official city paper of the City of Salina, Kansas, and in the offi-
cial state paper of the State of Kansas, not less than thirty (30) days
before the date fixed for redemption and payment. Interest shall cease
on any of said Bonds so called for redemption and payment as of the date
fixed for redemption and payment, provided funds are available to pay the
same according to their terms.
The Ordinance aforesaid provides that upon fulfillment of cer-
tain conditions, additional bonds may be issued from time to time pur-
suant to supplemental ordinances, and all such bonds will be equally and
ratably secured by the pledge and covenants made therein, and will be on
a parity in all respects with the Bonds of this issue, except as other-
wise may be expressly provided or permitted.
The said Ordinance and Lease and Agreement allows certain amend-
ments thereto with the consent of the holders of at least sixty-six and
two-thirds per cent (66-2/3%) of the Bonds outstanding and such amendments
need not be noted on this Bond.
This Bond shall not be valid for any purpose until the Certifi-
cate of Authentication hereon shall have been signed by the Trustee.
AND IT IS HEREBY DECLARED AND CERTIFIED that all acts, condi-
tions 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 provided by the Constitution
and laws of the State of Kansas and the ordinances of the City of Salina,
Kansas.
IN WITNESS WHEREOF, the City of Salina, in the County of Saline,
State of Kansas, has caused this Bond to be signed by the facsimile sig-
nature of its Mayor, attested by the facsimile signature of its City Clerk,
and its corporate seal to be hereto affixed, and the interest coupons
M.
hereto attached to be signed with the facsimile signatures of said offi-
cers, and this Bond to be dated this first day of October, 1975.
(Seal)
ATTEST:
(facsimile)
CITY CLERK
0,
(facsimile)
MAYOR
(Series Bonds)
(FORM OF COUPON)
Coupon No. The first interest coupon being
payable April 1, 1976.
On the first day of (October) (April)
19 (unless the Bond to which this coupon is
attached shall have been previously called for
redemption and payment duly provided for) the
City of Salina, Kansas, will pay bearer, solely
from the money and revenue received from the
Facility described in the Bond to which this
coupon is attached, and not from any other fund
or source, Dollars ($ ) in lawful
money of the United States of America, at The
National Bank of America at Salina, Salina, Kansas,
being six months' interest on its Industrial
Revenue Bond, Series dated
October 1, 1975. No.
(facsimile)
MAYOR
ATTEST:
(facsimile)
CITY
Bond No.
October 1,
April 1,
19
City of
Salina, Kansas
Industrial Revenue
Bond
Series
CLERK )
---------------------------------------------------------------------------
CITY CLERK'S REGISTRATION CERTIFICATE
STATE OF KANSAS )
) ss:
COUNTY OF SALINE )
I, the undersigned, City Clerk of the City of Salina, Kansas,
hereby certify that the within Industrial Revenue Bond, Series
of the City of Salina, Kansas, has been duly registered in my office
according to law.
1975.
WITNESS my hand and official seal this
CITY CLERK
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
THIS BOND is one of those authorized and described in the
within mentioned Ordinance No. of the City of Salina, Kansas.
THE NATIONAL BANK OF AMERICA AT SALINA
Salina, Kansas
By
Authorized Officer
10.
No.
UNITED STATES OF AMERICA
STATE OF KANSAS
COUNTY OF SALINE
CITY OF SALINA
R
INDUSTRIAL REVENUE BOND
Series
KNOW ALL MEN BY THESE PRESENTS: That the City of Salina, in
the County of Saline, State of Kansas, for value received, hereby pro-
mises to pay, out of the revenues hereinafter specified, to the bearer,
the sum of
THOUSAND DOLLARS
in lawful money of the United States of America on the first day of Octo-
ber, 19_, and to pay interest thereon from the date hereof at the rate
of per cent ( %) per annum, payable April 1, 1976, and
thereafter semiannually on October 1 and April 1 in each year after the
date hereof until the said principal sum shall have been paid, upon pre-
sentation and surrender of the interest coupons attached hereto, 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 the offices of The National Bank of America at
Salina, Salina, Kansas.
THIS BOND is one of an authorized series of 162 Bonds of like
date and tenor, except as to number, denomination, interest rate and
maturity, aggregating the principal amount of $470,000.00, numbered from
1 to 162, inclusive, becoming due in the years 1977 to 1996, inclusive,
said Bonds being in denominations as follows: Bonds Nos. 1 to 28, inclu-
sive, $5,000.00; Bonds Nos. 29 to 78, inclusive, $1,000.00; Bonds Nos.
79 to 118, inclusive, $5,000.00; Bonds Nos. 119 to 153, inclusive,
$1,000.00; and Bonds Nos. 154 to 162, inclusive, $5,000.00 each, to be
used in conjunction with the proceeds of an authorized series of 178 Bonds
of similar import, totaling the principal amount of $490,000.00 and de-
signated Series , all authorized by Ordinance No.
of said City, issued for the purpose of providing funds to pay the cost
of acquiring certain real estate, and constructing and equipping a 100 -
bed nursing home facility thereon (said real estate, building and equipment
hereinafter sometimes referred to as the "Facility"), to be leased to
Salina Nursing Center, Inc., a Kansas corporation (hereinafter sometimes
referred to as the "Tenant"), pursuant to a Lease and Agreement dated
as of October 1, 1975, by and between the City of Salina, Kansas, as
Landlord, Salina Nursing Center, Inc., as Tenant, and L. E. Stolz, C.
K. LeDoux, W. S. Bradley and Joe W. Carmichael, individuals, as Partial
and Limited Guarantors, by the authority and in conformity with the provi-
sions, restrictions and limitations of the Constitution and Statutes
of the State of Kansas, including K.S.A. Sections 12-1740 to 12-1749,
inclusive, and all amendments thereof and acts supplemental thereto;
and this Bond and all interest and premium, if any, hereon are to be
paid by said,City of Salina, Kansas, solely and only from the money and
revenue received from the Facility and not from any other fund or source.
Pursuant to the provisions of said statutes, the governing body of the
City of Salina, Kansas 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
aforesaid and to said Lease from the City of Salina, Kansas to Salina
Nursing Center, Inc., for a description of the covenants of the City
with respect to the collection, segregation and application of the revenues
of said Facility, the nature and extent of the security of said Bonds,
and the rights, duties and obligations of the City and of the Trustee
with respect thereto.
Bonds of Series of the City of Salina, Kansas
are equally and ratably secured by the pledge and covenants made in Ordi-
nance No. of said City of Salina, Kansas and the Lease afore -
11.
said, and are on a parity in all respects with the Bonds of this Series
At the option of the City, Bonds numbered 99 to 162, inclusive,
maturing in the years 1991 to 1996, inclusive, of the Series of Bonds of
which this Bond is one, may be called for redemption and payment, in whole
or in part, in inverse numerical order, on October 1, 1990, or on any
intere>st payment date thereafter, at the par value thereof, plus accrued
interest thereon to the date fixed for redemption and payment, together
with a premium equal to four per cent (4%) of the principal amount of
the Bonds so called for redemption and payment.
Each of the Bonds of the Series of which this Bond is one is
subject to redemption and payment prior to their respective maturities
on any interest payment date, in the event all or substantially all of
the Facility leased to said Tenant be condemned by any authority having
the power of eminent domain, or in the event all or substantially all of
said Facility be damaged or destroyed by fire or other casualty, at the
par value thereof, plus accrued interest thereon to date of redemption,
together with a premium equal to four per cent (4%) of the principal
amount of the Bonds so called for redemption and payment.
Notice of the City's intention to redeem and pay said Bonds,
specifying the numbers and the Series of the Bonds to be redeemed and
paid, shall be given by registered or certified mail to the Trustee, and
to the Original Underwriters of said Bonds, not less than thirty (30) days
prior to the date fixed for redemption and payment and by one publication
in the official city paper of the City of Salina, Kansas, and in the offi-
cial state paper of the State of Kansas, not less than thirty (30) days
before the date fixed for redemption and payment. Interest shall cease
on any, of said Bonds so called for redemption and payment as of the date
fixed for redemption and payment, provided funds are available to pay the
same according to their terms.
The Ordinance aforesaid provides that upon fulfillment of cer-
tain conditions, additional bonds may be issued from time to time pur-
suant to supplemental ordinances, and all such bonds will be equally and
ratably secured by the pledge and covenants made therein, and will be on
a parity in all respects with the Bonds of this issue, except as other-
wise may be expressly provided or permitted.
The said Ordinance and Lease and Agreement allows certain amend-
ments thereto with the consent of the holders of at least sixty-six and
two-thirds per cent (66-2/3%) of the Bonds outstanding and such amendments
need not be noted on this Bond.
This Bond shall not be valid for any purpose until the Certifi-
cate of Authentication hereon shall have been signed by the Trustee.
AND IT IS HEREBY DECLARED AND CERTIFIED that all acts, condi-
tions 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 provided by the Constitution
and laws of the State of Kansas and the ordinances of the City of Salina,
Kansas.
IN WITNESS WHEREOF, the City of Salina, in the County of Saline,
State of Kansas, has caused this Bond to be signed by the facsimile sig-
nature of its Mayor, attested by the facsimile signature of its City Clerk,
and its corporate seal to be hereto affixed, and the interest coupons
hereto attached to be signed with the facsimile signatures of said offi-
cers, and this Bond to be dated this first day of October, 1975.
(Seal)
ATTEST:
(facsimile)
CITY CLERK
12.
facsimile)
MAYOR
(Series Bonds)
(FORM OF COUPON)
Coupon No. The first interest coupon being
payable April 1, 1976.
On the first day of (October) (April)
19 (unless the Bond to which this coupon is
attachQd shall have been previously called for
redemption and payment duly provided for) the
City of Salina, Kansas, will pay bearer, solely
from the money and revenue received from the
Facility described in the Bond to which this
coupon is attached, and not from any other fund
or source, Dollars ($ ) in lawful
money of the United States of America, at The
National Bank of America at Salina, Salina, Kansas,
being six months' interest on its Industrial Revenue
Bond, Series dated October 1, 1975.
No.
ATTEST:
facsimile)
CITY CLERK
(facsimile)
MAYOR
CITY CLERK'S REGISTRATION CERTIFICATE
STATE OF KANSAS )
) ss:
COUNTY OF SALINE )
Bond No.
October 1,
April 1,
19
City of
Salina, Kansas
Industrial Revenue
Bond
Series
R
I, the undersigned, City Clerk of the City of Salina, Kansas,
hereby certify that the within Industrial Revenue Bond, Series
of the City of Salina, Kansas, has been duly registered in my office
according to law.
1975.
WITNESS my hand and official seal this
CITY CLERK
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
THIS BOND is one of those authorized and described in the
within mentioned Ordinance No. of the City of Salina, Kansas.
A,
THE NATIONAL BANK OF AMERICA AT SALINA
Salina, Kansas
By
Authorized Officer
13.
SECTION 6. The Mayor and City Clerk are hereby authorized
and directed to prepare and execute in the manner hereinbefore speci-
fied the Industrial Revenue Bonds of the City herein authorized, and
to deposit said Bonds with the Trustee. Trustee is authorized to
authenticate and to deliver said Bonds to the Original Underwriters
thereof, on payment of the purchase price to the Trustee.
SECTION 7. So long as the Lease and Agreement, referred
to more specifically in Section 14 of this Ordinance, is in effect
and not in default, one or more series of additional Industrial
Revenue Bonds of the City, with the consent of the City and the
approval of the Trustee and the Original Underwriters, may be authen-
ticated and delivered upon original issuance for the purpose of
providing extensions or additions to, or improvements of, the Faci-
lity, or for refunding bonds of this issue to the extent permitted by
law. The additional bonds of each such series shall be prepared
and executed in substantially the form and manner provided for in
this Ordinance for the Series of Bonds authorized herein. Said addi-
tional bonds shall be deposited with the Trustee and thereupon shall
be authenticated by the Trustee. Upon payment to the Trustee of
the proceeds of the sale of such additional bonds, the additional
bonds shall be delivered by the Trustee to the purchaser thereof,
but only upon receipt by the Trustee of:
(a) A copy of the supplemental ordinance, duly certified
by the City Clerk, authorizing such additional bonds and providing
the terms thereof;
(b) An original executed counterpart of amendments or
supplements to the Lease and Agreement, more specifically described
in Section 14 of this Ordinance, and which amendments or supplements
shall expressly provide that, for all purposes, the property leased
thereunder shall include any land, buildings, machinery, equipment
or other items being paid for out of the proceeds of any additional
bonds;
14.
it
I I
(c) A written legal opinion by an attorney or firm of
attorneys of recognized standing on the subject of municipal bonds,
to the effect that the issuance of such additional bonds and the
execution thereof have been duly authorized in accordance with law,
that all conditions precedent to the delivery thereof have been ful-
filled, and that the issuance of the additional bonds will not affect
the exemption from Federal income taxation of the interest on the
Bonds herein authorized;
(d) Proof satisfactory to the Trustee that Tenant and
its subsidiaries had, for the immediately preceding fiscal year,
audited net earnings before taxes and depreciation of at least two
(2) times the maximum annual combined principal and interest requirements
on such additional bonds being issued together with the Series of
Bonds authorized by this Ordinance and any additional bonds theretofore
issued under this Section 7;
(e) Evidence satisfactory to the Trustee that Tenant and
Partial and Limited Guarantors are not in default in the payment
of base rent and additional rent due under the Lease and are otherwise
not in default in any way thereunder; and
(f) An additional Guaranty, in substantially the same form
as is required by this Ordinance, guaranteeing the payment of principal
and interest on the additional bonds in addition to the Bonds issued
pursuant to this Ordinance.
Each series of additional bonds issued pursuant to this
Section 7 shall be equally and ratably secured under this Ordinance
with, and shall in all respects be on a parity with, the Series I and
the Series II Bonds authorized by this Ordinance, and all other series
of additional bonds, if any, issued pursuant to this Section 7, without
preference, priority or distinction of any bonds or coupons over
any other except as expressly provided in or permitted by this Ordi-
15.
nance. 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, pro-
vided the City also pledges the additional facility securing the
additional bonds to the payment of the Bonds and the interest thereon.
SECTION 8. There is hereby authorized and ordered to be
established in the hands of National Bank of America, Salina, Kansas,
a separate account hereby designated as the "SALINA NURSING CENTER
CONSTRUCTION FUND", hereinafter referred to as the "CONSTRUCTION FUND".
From the proceeds of the sale of the Bonds the Trustee shall immediately
transfer any accrued interest received on sale of the Bonds, to the
PRINCIPAL AND INTEREST ACCOUNT hereinafter created. Trustee shall
also immediately transfer, from the proceeds of the sale of the Bonds,
the sum of $125,000.00 to the PRINCIPAL AND INTEREST ACCOUNT hereinafter
created, for the purpose of paying interest on the Bonds during con-
struction. The balance of the Bond proceeds shall be deposited in
said CONSTRUCTION FUND. the Trustee shall make disbursements from
said CONSTRUCTION FUND in accordance with this Ordinance and the
Lease and Agreement.
The Trustee is authorized to pay from the CONSTRUCTION FUND,
on orders signed by the Project Manager designated in the Lease and
Agreement, such sums as may be necessary to cover the cost of the
acquisition of the real estate and the construction and equipping
of the Facility, including design costs, engineers' fees, and miscella-
neous expenses directly related to the Facility, and such sums as may be
necessary to pay fiscal fees, attorneys' fees, and miscellaneous
expenses covering issuance of the Bonds; provided that, Trustee is
authorized to pay fiscal and legal fees and other expenses relating
to the issuance of the Bonds without orders signed by the Project
Manager and without the necessity of first formally establishing the
CONSTRUCTION FUND. The Trustee may rely upon orders of the Project
16.
Manager and shall not be required to determine whether there has
been a proper application of funds. Following the completion of
the Facility and the payment of all construction expense, which comple-
tion and payment shall be evidenced by a certificate of the Project
Manager, any balance remaining in the CONSTRUCTION FUND shall be
transferred by the Trustee to the PRINCIPAL AND INTEREST ACCOUNT
hereafter created. Nothing in this Section shall be construed to re-
lieve Salina Nursing Center, Inc. from the obligation of paying all costs
of the Facility in excess of the amount available from the proceeds of
the Bonds herein authorized.
SECTION 9.
There is hereby authorized and ordered to be
established in the hands of The National Bank of America at Salina, Salina,
Kansas, the Trustee, two (2) additional separate accounts as follows:
(1) "SALINA NURSING CENTER PRINCIPAL AND
INTEREST ACCOUNT, ACCOUNT NO. 1", hereinafter
referred to as the "PRINCIPAL AND INTEREST AC-
COUNT" or as "ACCOUNT NO. 1"; and
(2) "SALINA NURSING CENTER BOND RESERVE
ACCOUNT, ACCOUNT NO. 2", hereinafter referred to
as the "BOND RESERVE ACCOUNT" or as "ACCOUNT
NO. 2".
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 the Bonds shall remain outstanding, said City will
maintain said Accounts and each of them with the Trustee as security
for the Bonds issued under this Ordinance.'
All monies due under the Lease between the City and Salina,
Nursing Center, Inc., dated as of October 1, 1975, shall be paid to and
deposited with said The National Bank of America at Salina, Salina, Kansas,
as Trustee and shall be applied and allocated by said Trustee when re-
ceived so long as any of the Bonds herein authorized remain outstanding
and unpaid, as follows:
17.
(a) From base rental due under the Lease, there shall first
be credited to and deposited in said PRINCIPAL AND INTEREST ACCOUNT,
beginning February 1, 1977, and continuing on the first day of each
and every month thereafter, equal pro rata amounts which shall total
the next maturing interest and the next maturing principal requirements
on the Bonds. In determining such pro rata amounts, the amount of any
other monies in the PRINCIPAL AND INTEREST ACCOUNT, such as accrued
interest received on sale of the Bonds and investment income, may be
taken into consideration. The monies in the PRINCIPAL AND INTEREST
ACCOUNT shall be used solely and only to pay interest and principal
on the Bonds when due or to retire all the Bonds prior to maturity
when properly subject to call and when cash funds are available to
pay all outstanding Bonds in full, plus interest and call premium,
if any.
(b) Beginning February 1, 1977, and continuing on the first day
of each month thereafter, the Trustee shall next credit to and deposit in
the BOND RESERVE ACCOUNT all remaining base rental received under the Lease
and Agreement and not required for the deposits under subsection (a)
above. Monies in the BOND RESERVE ACCOUNT shall be used, to the extent
necessary, to prevent default in the payment of principal or interest
on the Bonds only when there are not sufficient monies available in
the PRINCIPAL AND INTEREST ACCOUNT to prevent default thereon, and the
Trustee is specifically authorized to transfer monies from the BOND
.RESERVE ACCOUNT to the PRINCIPAL AND INTEREST ACCOUNT at the times and
in the amounts as may be required to prevent such default or to provide
the funds required for the next succeeding interest or principal pay-
ment date, as the case may be. Amounts credited to and deposited in
said BOND RESERVE ACCOUNT also may be used'in whole or in part to call
and pay outstanding Bonds when cash funds are available to pay all out-
standing Bonds in full, plus interest and call premium, if any.
(c) when monies accumulated in said PRINCIPAL AND INTEREST
ACCOUNT and BOND,RESERVE ACCOUNT shall aggregate an amount suffi-
cient to pay the principal of all of said Bonds then outstanding,
t
together with all interest thereon, together with the premium re-
quired to pay the same upon call for redemption and payment, said
City, with the consent of Tenant or its assigns, shall proceed to
give notice of such redemption in the manner herein specified, and
said Trustee shall set aside the necessary funds out of the said
Accounts. Any balance in said Accounts not required for said pur-
pose shall be returned to Tenant, or its assigns. Nothing in this
Section or any other Section of this Ordinance shall authorize call
of the Bonds prior to the times specifically provided in this Ordinance.
SECTION 10. Monies in the CONSTRUCTION FUND, the PRINCIPAL
AND INTEREST ACCOUNT and the BOND RESERVE ACCOUNT shall be invested
by the Trustee, on instructions from Tenant, in obligations of the
United States Government, in obligations guaranteed by the United
States Government or an agency or instrumentality thereof, or in
Certificates of Deposit of a state or national bank, including Trustee
bank, in such amounts and maturing at such times as shall reasonably
provide for monies to be available when required in said Accounts.
All income from investment of the CONSTRUCTION FUND and the PRINCIPAL
AND INTEREST ACCOUNT shall accrue to and become a part of and be
transferred to the PRINCIPAL AND INTEREST ACCOUNT. All income from
such investments shall be credited to base rent and reduce Tenant's
obligation to the extent thereof as provided in the Lease. All income
from investment of the BOND RESERVE ACCOUNT shall accrue to and become
a part of said BOND RESERVE ACCOUNT. In determining the amount held
in any Account under the provisions of this Ordinance, obligations
shall be valued at their principal par value or at their then redemption
value, whichever is lower.
SECTION 11. So long as any of the principal of and interest
on
any of the Revenue Bonds herein authorized remain outstanding and
unpaid, the City covenants with each of the purchasers and owners
of said Bonds as follows:
(a) The City will comply fully with all of the terms,
19.
provisions and conditions of the Lease which require performance
by, or impose duties on the City; 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 Tenant or Limited
and Partial Guarantors, 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 bondholders 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 lease provisions which will provide
funds sufficient in amount to make the rental payments and other
charges which Tenant is required to make under the Lease dated as
of October 1, 1975. 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 per cent
(66-2/3%) in principal amount of the Bonds herein authorized at the
time outstanding, sell the Facility leased at a price not less than
the amount of then outstanding Revenue Bonds, plus interest then
unpaid.
(b) The City will enforce collection of the rental pay-
ments and other charges in the amounts and at the times 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 said Lease, all
the foregoing at no cost to the City.
(c) That until payment of all the Bonds and interest
thereon has been duly made or provided for, the City will not con-
sent to any assignment or transfer, in whole or in part, of the
interest of Tenant in this Lease, except as provided for in the
Lease, nor any change, amendment, modification or termination of
20.
said Lease which will in any manner affect adversely the rights,
remedies or interest of the holders of the Bonds.
(d) Except as provided by Section 7, the City will not issue
any other obligations payable from payments made by Tenant pursuant to
the Lease, nor voluntarily create or cause to be created any debts, lien,
pledge, assignments, encumbrances, or any other charge on said payments or
on the property subject to said Lease.
(e) The City will cause Tenant to keep constantly insured
all buildings and improvements from time to time constituting a part
of the Facility in the manner provided for by the Lease herein autho-
rized. The City's share of the proceeds of any such insurance policies
shall be payable to and deposited with the Trustee as Insurance
Trustee. Any of the proceeds of such policies shall be used and
applied pursuant to the covenants contained in the Lease.
(f) The City will cause the Trustee to keep books and re-
cords relating to the Facility which shall be separate and apart from
all other books, records and accounts of the City in which correct
entries shall be made in accordance with generally accepted principles
of accounting of all transactions relating to the leased property
and improvements; and the original purchasers of the Revenue Bonds
herein authorized, and any bondholder or any representative of Tenant,
shall have the right at all reasonable times to inspect all records,
accounts and data of the City relating to the leased property and
improvements. The Trustee shall at least once a year furnish a report
of rental paid and the funds and accounts required hereby. A copy
of said report shall be available to any bondholder and a copy shall
also be mailed to the Original Underwriters, and to City and Tenant.
(g) The City will enforce the guarantee of the Partial and
Limited Guarantors, if and when necessary.
SECTION 12. The provisions of the Bonds authorized by
this Ordinance and the provisions of this Ordinance may be modified
21.
or amended at any time by the City with the written consent of the
Trustee, the Tenant and the holders of not less than sixty-six and
two-thirds per cent (66-2/3%) in aggregate principal amount of the
Bonds herein authorized at the time outstanding; provided, however,
that no modification or amendment shall permit or be construed as
permitting (a) the extension of the maturity of the principal of any
of the Bonds issued hereunder, or the extension of the maturity of
any interest on any Bonds issued hereunder; or (b) a reduction in
the principal amount of any Bonds or the rate of interest thereon;
or (c) 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 provisions of the Bonds or of this Ordinance
may, however, be modified or amended in any respect with the written
consent of the Tenant and the consent of the holders of all of the
Bonds then outstanding. Every amendment or modification of a provi-
sion 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. A certified
copy of every such amendatory or supplemental ordinance, if any, and
a certified copy of this Ordinance shall always be kept on file in
the office of the City Clerk and shall be made available for inspec-
tion by the Tenant and by the holder of any Bond or prospective pur-
chaser or holder of any Bond authorized by this Ordinance, and upon
payment of the reasonable cost of preparing the same, a certified
copy of any such amendatory or supplemental ordinance or of this
Ordinance will be sent by the City Clerk to any such bondholder or
prospective bondholder. The consent of Tenant to any of the foregoing
shall not be required when Tenant is in default under the Lease.
Nothing in this Section shall, however, be construed as requiring the
consent of any or all bondholders to the issuance of additional bonds in
the manner and on the conditions set forth in Section 7 of this Ordinance.
22.
SECTION 13. The provisions of this Ordinance shall con-
stitute a contract between the City of Salina, Kansas, and the holders
of the Revenue Bonds herein authorized, and the holder of any one or
more of said Bonds may sue, in any action, in mandamus, in injunction,
or other proceedings, either 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 the City. The City hereby pledges to the
Trustee and its successors for the benefit of the holders of the Bonds,
the Facility hereinabove described, together with all additions thereto,
all machinery, fixtures and furniture and equipment therein and thereon,
including any replacements thereof and all accretions thereto, subject
to the replacement provisions provided for in the Lease and Agreement,
to the payment of the Bonds authorized herein and all interest thereon,
such pledge to be enforced in the manner provided by law. Nothing
contained in this Ordinance shall, however, be construed to impose
on said 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 Revenue Bonds of the City herein authorized. Nothing herein shall
authorize the City to expend any funds except those received by it from
rentals from said Facility,or by reason of the pledge of the Facility
and no contract or obligation of the City shall arise by reason of this
Ordinance except such as shall be payable solely out of such Facility.
SECTION 14. The Facility hereinbefore described and as
defined in the Lease, shall be leased to Salina Nursing Center, Inc.,
under and pursuant to a Lease and Agreement dated as of October 1,
1975, said Lease having a partial and limited guarantee by L. E. Stolz,
C. K. LeDoux, W. S. Bradley and Joe W. Carmichael, individuals, in the
form attached to this Ordinance and made a part hereof by reference,
which Lease the Mayor and City Clerk are hereby authorized and directed
to execute for, on behalf of and as the act and deed of the City.
The Mayor and City Clerk are further authorized and directed to execute
and acknowledge a Notice of said Lease in such form as they may deem
23.
adequate and to have the same recorded in the Office of the Register of
Deeds of Saline County, Kansas. The City of Salina, Kansas hereby assigns
its right, title and interest in said Lease to the Trustee herein named
for the purpose of carrying out the City's responsibilities thereunder
and for the benefit of the bondholders, such assignment to be null and
void upon full payment of all principal and interest on the Bonds. In
order to further secure the Bonds, Salina Nursing Center, Inc., L. E. Stolz,
C. K. LeDoux, W. S. Bradley and Joe W. Carmichael, shall execute and de-
liver to the Trustee, and the Trustee shall accept, a separate Guaranty
agreement by and between Salina Nursing Center, Inc., as an unconditional
Guarantor, and L. E. Stolz, C. K. LeDoux, W. S. Bradley and Joe W. Car-
michael, as Partial and Limited Guarantors, and the National Bank of
America, Salina, Kansas, as Trustee, whereby Salina Nursing Center, Inc.,
unconditionally, and L. E. Stolz, C. K. LeDoux, W. S. Bradley and Joe W.
Carmichael, to a limited extent, guarantee the payment of principal, in-
terest and redemption premium, if any, on the Bonds, which Guaranty shall
be dated as of October 1, 1975.
SECTION 15. National Bank of America, Salina, Kansas,
is hereby designated as Trustee and Paying Agent hereunder, and shall
have all the power of the City as herein described upon executing
a written acceptance of the office of Trustee and Paying Agent.
Said Trustee may enforce in the name of the City or in its own name
the Lease and Agreement and this Ordinance. Should said Trustee
fail to accept such office or should it later resign as Trustee and
Paying Agent, the City reserves the right by ordinance to select
and designate a successor Trustee and Paying Agent which shall be
a bank or trust company having combined capital accounts of not less
than $2,000,000.00, and which successor Trustee and Paying Agent
shall have all the power and duties of the Trustee and Paying Agent
herein designated upon acceptance of the office of Trustee and Paying
Agent. When all of the Bonds have been paid in full, together with
all interest thereon, and all fees and charges of Trustee and Paying
Agent, the balance, if any, in the CONSTRUCTION FUND, the PRINCIPAL
AND INTEREST ACCOUNT and the BOND RESERVE ACCOUNT, or any other Account
24.
herein required, shall be paid over by the Trustee and Paying Agent
to Tenant or its assigns, as excess rent, and when said Accounts
have been reduced to a zero balance, the office of Trustee and Paying
Agent shall terminate.
The Trustee and Paying Agent shall have no duties except
those specifically provided for in the Lease and Agreement and in this
Ordinance. The Trustee and Paying Agent in administering the Lease
and Agreement and this Ordinance, shall be entitled to advice of
counsel and shall be protected for any action taken in good faith
in reliance upon such advice. The Trustee and Paying Agent shall be
entitled to rely fully upon any reports, certificates or opinions
furnished to it by the Project Manager pursuant to the Lease. The
Trustee and Paying Agent shall not be liable for any action taken
by it in good faith and reasonably believed by it to be within the
discretion or power conferred by this Ordinance or be responsible
for the consequences of any oversight or error of judgment reason-
ably made by it and the Trustee and Paying Agent shall be answerable
only for its own acts, receipts, neglects and defaults and not for
those of any person, firm or corporation employed and selected by
it with reasonable care. Trustee and Paying Agent shall be entitled
to a reasonable fee and its expenses all of which shall be paid by
Tenant.
SECTION 16.
The City has heretofore assigned to the Trustee
and Paying Agent herein designated, the Lease of the Facility. Such
assignment shall continue only so long as any of the Bonds (includ-
ing interest thereon) authorized hereunder shall be outstanding and
unpaid, and when said Bonds (including interest thereon) shall have
all been paid or cash provision shall have been made for their pay-
ment, said Lease shall automatically be reassigned to the City.
SECTION 17. All forms required by or relating to the Uniform
Commercial Code and all other documents relating to the bond issue shall
be executed by the Mayor and City Clerk, or either of them, or other appro-
25.
priate City officials as necessary, to carry out the provisions of
this Ordinance.
SECTION 18. In the event of a default as defined in the Lease,
the Trustee shall, within ninety (90) days after the occurrence thereof,
give to the holders of the Bonds who have filed their names and addresses
with the Trustee, notice by mail of all defaults known to the Trustee
unless such defaults shall have been cured before the giving of such
notice; provided that, except in the case of default in the payment of
principal of or interest on any of the Bonds, the Trustee shall be pro-
tected in withholding such notice if and so long as the Board of Direc-
tors, the Executive Committee or a Trust Committee of the Trustee, in
good faith, determines that the withholding of such notice is in the
interest of the bondholders. Upon the occurrence of a default as de-
fined in the Lease, Trustee may, and upon the written request of the
holders of a majority in principal of the Bonds outstanding shall, by
notice in writing given to the City and to any Tenant, declare the
principal of all of the Bonds then outstanding and the interest accrued
thereon immediately due and payable.
In the case of a default in the payment of principal or in-
terest on any of the Bonds, or in the case of a default under the Lease,
the Trustee shall be and is hereby authorized to bring appropriate
action for judgment or such other relief as may be appropriate and such
action may be brought solely in the name of the Trustee or in the name
of the City and Trustee jointly; but in such case the City shall have
no obligation for any fees and expenses of such action except out of
any funds which might come into the hands of the City by reason of its
ownership of the Facility and this Ordinance and the Lease. In addi-
tion, the Trustee may file such proofs of claim and such other documents
as may be necessary and advisable in order to have the claims of the.
Trustee and the bondholders relative to the Bonds or the obligations
relating thereto allowed in any judicial proceedings.
The holders of not less than a majority in principal amount
of the Bonds at the time outstanding may direct the Trustee in the
26.
performance of its duties herein; provided that, in such case evidence
satisfactory to the Trustee must be presented proving that such holders
are in fact the holders of not less than a majority in principal amount
of
the Bonds at
the time
outstanding. The
Trustee shall
be
protected
in
taking action
directed
by a majority of
such holders
and
may require
appropriate indemnification from all costs, fees, expenses and liabilities
by reason of the taking of such action as so directed. Unless so di-
rected by a majority of the holders of the Bonds outstanding, the Trustee
may rely upon advice of counsel in the taking of such action as it shall
deem appropriate.
In the event of a default in the payment of either principal
or interest on any of the Bonds, the Trustee shall take reasonable steps
to ascertain the names of the holders of the Bonds outstanding or their
representatives by notification of those persons presenting interest coupons
and Bonds not honored for payment and by such other methods as the Trustee
shall deem reasonable; and upon ascertainment of any holders by such methods,
the Trustee shall give such holders, by mail, copies of all previous and
future notices sent to the holders of the Bonds pursuant to the foregoing
provisions.
SECTION 19. The City covenants that it will make no use
of the proceeds of the Bonds herein authorized which, if such use
had been reasonably expected on the date of issuance of said Bonds,
would have caused said Bonds to be arbitrage bonds within the meaning
of Section 103(d) of the Internal Revenue Code of 1954, as amended,
and the City will comply with all applicable requirements of said
Section 103(d) and the rules and regulations of the United States
Treasury Department thereunder for so long as any of said Bonds remain
outstanding and unpaid.
SECTION 20. For purposes of this Ordinance, the "Original.
Underwriters" shall mean: A. H. Speer Co., 150 Page Court, 220 West
Douglas, Wichita, Kansas 67202.
SECTION 21. If any one or more of the covenants, agreements
27.
or provisions of this Ordinance or of said Lease and Agreement dated
as of October 1, 1975, should be held contrary to the policy of express
law, though not expressly prohibited, or against public policy, or
shall 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 coupons issued hereunder, or the Lease.
SECTION 22. With respect to each and all items of machinery
and equipment constituting a part of the Facility, Trustee shall
require that it be furnished with the following specific information:
(a) Name of the seller
(b) Name of the manufacturer
(c)
Common descriptive name of
machinery
or equipment
(d)
Manufacturer's or seller's
technical
description
of machinery or equipment
(e) Capacity or similar designation
(f) Serial number, if any
(g) Model number, if any.
Trustee shall maintain a running master list of such machinery
and equipment and within thirty (30) days after completion of the
Facility, Trustee shall, with the assistance of Tenant, prepare an
accurate and detailed, complete and final list of machinery and equip-
ment constituting a part of the Facility, which list shall be approved
by Trustee and Tenant and filed of record with Landlord, Trustee and
Tenant. Such list shall constitute a part of this Ordinance and the
Lease by reference. Trustee shall also cause an amended financing
statement to be prepared incorporating such list and cause the financ-
ing statement to be filed of record.
SECTION 23. This Ordinance shall take effect and be in
force from and after its passage and publication in the official
city paper.
ATTEST:
PASSED AND APPROVED at Salina, Kansas, this /9&7- day of
1976.
City Clerk
29.
Mayor
EXHIBIT "A"
LEGAL DESCRIPTION OF REAL ESTATE
Lot Twenty-five (25), except the East Three
Hundred Feet (E. 300') thereof, in Surveyor's
Plat "G", in the City of Salina, Saline County
Kansas
30.
EXHIBIT "B"
DESCRIPTION OF IMPROVEMENTS
A one -hundred (100) bed nursing home to be located in Salina,
Kansas, at the northeast corner of Johnston and Kansas Avenues.
The Facility will be of the "X" type plan with a central
nursing center consisting of two nursing stations. From this center,
four corridors radiate to serve the patient rooms, services, kitchen,
laundry, day rooms, storage, personal care, exam, offices, bath areas
and other smaller rooms. The fifth wing leading off the center pro -
vies the major dining -living recreation area. Other spaces include
Restorative Therapy, Activities Area, Dining for the Handicapped,
Employee Lounge and Dining areas.
The Facility has been placed on the site in such a way as
to provide surfaced parking at public area on the front and the ser-
vice area at the rear.
The structure will be a single story, brick veneer, wood
frame, one hour or more fire protection building, complete with a
sprinkler system. The Facility will have the latest requirements of
fire detection equipment. The floors will be concrete with vinyl tile
and carpet coverings.
The Facility will meet or exceed the requirements of the
Kansas State Board of Health and Environment, State Fire Marshal,
U. S. Department of Health Education and Welfare.
31.