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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.