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Cancelled Bonds R-8EXCEPT AS OTHERWISE PROVIDED IN THE RESOLUTION (DESCRIBED HEREIN), THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY (DESCRIBED HEREIN) OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO ANOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. REGISTERED NUMBER R -8 UNITED STATES OF AMERICA STATE OF KANSAS COUNTY OF SALINE REGISTERED $740,000 CITY OF SALINA WATER AND SEWAGE SYSTEM REVENUE REFUNDING BOIV^'ts SERIES 2002 -A Interest Maturity Dated • "CUSIP: • • • • • Rate: 3.700 % Date: September 1, 2010 Date: August 15, 2002 794811 WA REGISTERED HOLDER: CEDE & CO. PRINCIPAL AMOUNT: SEVEN HUNDRED FORTY THOUSAND DOLLARS •••... THE CITY OF SALINA, in the County of Saline, State of Kansas (the "City "), for value received, hereby acknowledges itself to be indebted and promises to pay to the Registered Holder identified above, or registered assigns, as of the Record Dates as hereinafter provided on the Maturity Date identified above, the Principal Amount identified above and in like manner to pay interest on such Principal Amount from the Dated Date shown above or from the most recent interest payment date to which interest has been paid or duly provided for at the interest rate per annum set forth above (computed on the basis of a 360 -day year of twelve 30 -day months), semiannually on March 1 and September 1 in each year, commencing March 1, ' 2003 (the "Interest Payment Dates ") until the Principal Amount is paid, unless this Bond shall have been previously called for redemption and payment as hereinafter set forth. t ; AS PROVIDED in the Resolution and Ordinance (jointly, the "Resolution ") of the City authorizing . the issuance of this Bond, the principal of, premium, if any, and interest on this Bond shall be payable by y the Treasurer of the state of Kansas, Topeka, Kansas (the 'Paying Agent' and 'Bond Registrar "). The principal of and any premium on this Bond shall be payable to the registered owner hereof upon f.. presentation of this Bond at the maturity or redemption date to the Paying Agent for payment and .{ cancellation. The interest payable on this Bond on any interest payment date shall be paid to the person in whose name this Bond is registered on the Bond Register at the close of business on the fifteenth day of the month preceding the interest payment date (the 'Record Date ") for such interest (a) by check or draft mailed by the Paying Agent to such Registered Owner at the address shown on the Bond Register or at ? such other address as is furnished to the Paying Agent in writing by such Registered Owner or (b) in the case of an interest payment to any Registered Owner of $500,000 or more in aggregate principal amount of Bonds, by electronic transfer to such Registered Owner upon written notice given to the Paying Agent ^; by such Registered Owner not less than 15 days prior to the Record Date for such interest, containing the i electronic transfer instructions including the bank (which shall be in the continental United States), address, ABA routing number.and.laccount number „to, whic)1, such RegisteredQ une ;twi he�aaaye such .t ar is agent to: 110h Of flO,n &lei xChn +'Qk'f07 �O91nen ,.ia.v .. � _,: 6 : -E!d is Teg151 Bled n uz �.,_;= r 'a °. Co � aytr?nt.is m� S a-d(& Co APdY T'IiANSFEE •vrctgntV1SE: E-v OR TO ANY it fl Jl Uo� Cede & Co. hnt d .ayistareCl uwr:ex heTeOl ac iri5rexi nu. Diu. transfer directed. The principal, premium, if any, and interest on the Bonds shall be payable in any coin or currency which, on the respective dates of payment thereof, is legal tender for the payment of debts due the United States of America. THIS BOND is one of a duly authorized issue of Bonds of the City aggregating the principal amount of $6,790,000 (the "Bonds "), to be known as the "Water and Sewage System Revenue Refunding Bonds, Series 2002 -A." The Bonds are issued for the purpose of refunding a portion of an outstanding issue of combined water and sewage system revenue refunding bonds of the City by the authority of and in full compliance with the provisions, restrictions and limitations of the Constitution and statutes of the State of Kansas, including K.S.A. 10 -116a and all amendments to such statutes and all other provisions of-the jaws of said State applicable thereto. THIS BOND and all interest hereon are special obligations of the City to be g2id,Dy said City solely from the revenues derived from the revenues, income and rents accrued by said City Wm the oPerAipn of its combined water and sewage system subject to reasonable operational maintenance;xpenta -'alta as described in the Resolution and not from any other fund or source. The Bonds congeMd a lien gQNJch revenues. The Bonds do not constitute general obligations of the City nor do they constitute an indebtedness of the City within the meaning of any constitutional or statutory provision, hnd the City is under no obligation to levy any taxes to pay any of the principal of or interest on the•Bbads. T;e•Bends have been authorized and issued under the provisions of the Resolution to which reference is made.for a description of the covenants made by the City with respect to the collection, segregation and applicat o) of the revenues of the City's combined water and sewage system, the nature and extent of the security of such Bonds, the rights, duties and obligations of the City with respect thereto and the rights of the holders thereof. The Bonds constitute the only obligations of the City payable from the net revenues of the combined water and sewage system. The City may issue additional bonds payable from the net revenues produced from the combined water and sewage system of the City as provided in and subject to the restrictions of the Resolution and may provide that any such additional bonds shall enjoy equality of lien on said net revenues with the Bonds. THIS BOND has been duly registered in the office of the City Clerk of the City of Salina, Kansas, and in the office or the Treasurer of the State of Kansas. THE BONDS maturing on September 1, 2011, and thereafter, at the option of the City, may be called for redemption and payment prior to maturity (selection of the maturity or maturities of Bonds to be redeemed to be determined by the City, selection of the Bonds to be redeemed within a single maturity to be determined by the Bond Registrar in such equitable manner as it may determine) on September 1, 2010, and thereafter, in whole on any date or in part on any Interest Payment Date, at a redemption price equal to 100% of the principal amount of the bonds so redeemed and paid, plus accrued interest thereon to the date fixed for redemption and payment, without premium. IN THE EVENT any of the Bonds are called for redemption and payment as aforesaid, written notice thereof will be given by first class United States mail mailed not less than 30 days prior to the date fixed for redemption and payment to each holder of Bonds to be redeemed, unless such notice is waived by a holder of the Bonds to be redeemed. All bonds so called for redemption will cease to bear interest on the specified redemption date, provided funds are deposited with the Paying Agent on such redemption date, and will no longer be secured by the Resolution and will not be deemed to be outstanding under the provisions of the Resolution. The failure of the holder of any Bond called for redemption to receive written notice mailed pursuant to the above provisions will not invalidate or affect the redemption of such Bond. -2- THE PRINCIPAL of and interest (computed on the basis of a 360 -day year of twelve 30 -day months) on this Bond are payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. THE BONDS are being issued by means of a book -entry system with no physical distribution of bond certificates to be made except as provided in the Resolution. One Bond certificate with respect to each date on which the Bonds are stated to mature, registered in the nominee name of the Securities Depository, is being issued and required to be deposited with the Securities Depository and immobilized in its custody. The book -entry system will evidence positions held in the Bonds by the Securities Depository's participants, beneficial ownership of the Bonds in authorized denominations••lleing evidenced in the records of such participants. Transfers of ownership shall be effected on the ittbMs of the Securities Depository and its participants pursuant to rules and procedures establish @d. by the Securities Depository and its participants. The City, the Bond Registrar and t t 11tying A g e9 •t will '•:��� recognize the Securities Depository nominee, while the registered owner of this Bcn$, is the 9wwr of this Bond for all purposes, including (i) payments of principal of, and redemption premium, if"" and •••„ .•:..� interest on, this Bond, (ii) notices and (iii) voting. Transfers of principal, interest 3htf any reed; jVppon ...... premium payments to participants of the Securities Depository, and transfers of principal, interest and any • • •' redemption premium payments to beneficial owners of the Bonds by participants of; the Securities " "• Depository will be the responsibility of such participants and other nominees of such' erleficial vW;&s. The City, the Bond Registrar and the Paying Agent will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by the Securities Depository, the Securities Depository nominee, its participants or persons acting through such participants. While the Securities Depository nominee is the owner of this Bond, notwithstanding the provision hereinabove contained, payments of principal of and interest on this Bond shall be made in accordance with existing arrangements among the City, the Bond Registrar and the Securities Depository. EXCEPT AS OTHERWISE PROVIDED IN THE RESOLUTION, THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES, DEPOSITORY. The Bonds are issued in fully registered form in the denomination of $5,000 or any integral multiple thereof. This Bond may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Bonds of the same maturity of other authorized denominations upon the terms provided in the Resolution. THE CITY and the Bond Registrar may deem and treat the registered owner hereof as the absolute owner hereof for purposes of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes and neither the City nor the Bond Registrar shall be affected by any notice to the contrary. THIS BOND is transferable by the registered owner hereof in person or by the registered owner's agent duly authorized in writing, at the office of the Bond Registrar, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution and upon surrender and cancellation of this Bond. The City shall pay all costs incurred in connection with the issuance, payment and initial registration of the Bonds and the cost of a reasonable supply of bond blanks. THE CITY and the Bond Registrar shall not be required to issue, register, transfer or exchange any Bonds during a period beginning on the day following the Record Date preceding any Interest Payment Date and ending at the close of business on the Interest Payment Date or Bonds which have been called for redemption in accordance with the Resolution. -3- IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions, and things required to be done and to exist precedent to and in the issuance of this Bond have been properly done and performed and do exist in due and regular form and manner as required by the Constitution and laws of the state of Kansas, and that the total indebtedness of the City, including this series of bonds, does not exceed any constitutional or statutory limitation. THIS BOND shall not be valid or become obligatory for any purpose until the Certificate of Authentication and Registration hereon shall have been lawfully executed by the Bond Registrar. IN WITNESS WHEREOF, the City has caused this Bond to be executed by the AaAual or ••• facsimile signature of its Mayor and attested by the manual or facsimile signature of its City CIA, j its corporate seal to be affixed hereto or imprinted hereon, and this Bond to be dated the Dated D%Uia wn above. (9 ATTEST. City Clerk CITY OF SALIN�A, KANSAS.•• • May r •••• -4- CERTIFICATE OF AUTHENTICATION AND REGISTRATION This Bond is one of a series of Water and Sewage System Revenue Refunding Bonds, Series 2002 -A, of the City of Salina, Kansas, described in the within- mentioned Resolution. Registration Date: AUG 2 9 2002 Registration Number: 0322- 085- 081502 -574 Office of the State Treasurer, Topeka, Kansas ,•••'. '••� as Bond Registrar and Paying Agent ••;,,' ByC gym, Ol ' .... , .... ...... -5- BOND ASSIGNMENT FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer to (Name and Address) (Social Security or Taxpayer Identification No.) the Bond to which this assignment is affixed in the outstanding principal amount of $ : standing in the name of the undersigned on the books of the Bond Registrar. The.undersigned cjo(es) hereby irrevocably constitute and appoint the books of said Bond Registrar with full power of Name as agent to fra §ler saidXond on substitution in the premises. • Dated Social Security or Taxpayer Identification No. Signature (Sign here exactly as name(s) appear on the face of Certificate) Signature guarantee: [Name of Eligible Guarantor Institution as defined by SEC Rule 17ad -15 (12CFR 240.17 Ad -15) or any similar rule which the Bond Registrar deems applicable] -6- STATEMENT OF INSURANCE Financial Security Assurance Inc. ( "Financial Security "), New York, New York, has delivered its municipal bond insurance policy with respect to the scheduled payments due of principal of and interest on this Bond to the State Treasurer of Kansas, Topeka, Kansas, or • • • •, its successor, as paying agent for the Bonds (the 'Paying Agent'). Said Policy is on file and ••" available for inspection at the principal office of the Paying Agent and a copy thereof may be:.::* obtained from Financial Security or the Paying Agent. -7- .•••.• CERTIFICATE OF CITY CLERK STATE OF KANSAS ) ) SS. COUNTY OF SALINE ) I, the undersigned, City Clerk of Salina, Kansas, hereby certify that the within Bond Js•been duly registered in my office according to law as of AUG 2 9 ZW •....' WITNESS my hand and official seal. ••" „or,y • `a �/u^1f I II n,, /I • •••: u�� L _ ••••�• _ City Clerk .... ...... ------------- - - - - -- ---------------------------------------- — -------- —---- - - - - -- - - -- - - - -- CERTIFICATE OF STATE TREASURER OFFICE OF TIME TREASURER, STATE OF KANSAS I, TIM SHALLENBURGER, Treasurer of the State of Kansas, do hereby certify that a transcript of the proceedings leading up to the issuance of this Bond has been filed in my office, and that this Bond was registered in my office according to law on AUG 2 9 2002. WITNESS my hand and official seal. (Seal) _ M Treasurer of the State of Kansas In LEGAL OPINION I, the undersigned, City Clerk of the City of Salina, Kansas, hereby certify that the following is a true and correct copy of the approving legal opinion of Gilmore & Bell, a Professional Corporation, Attorneys at Law, Kansas City, Missouri, on the within Bond and the series of which it is a part, except that it omits the date of such opinion; that the opinion was manually executed and was dated and issued as of the date of delivery of and payment for the Bonds and is on file in my office. B•• Y • ' ' City Clerk August 29, 2002 „•. .... ...... Governing Body of the City of Salina, Kansas '••' Salina, Kansas George K. Baum & Company Kansas City, Missouri Financial Security Assurance Inc. New York, New York Re: $6,790,000 Water and Sewage System Revenue Refunding Bonds, Series 2002 - A, of the City of Salina, Kansas, Dated. August 15, 2002 We have acted as bond counsel in connection with the issuance by the City of Salina, Kansas (the "City") of the above- captioned bonds (the 'Bonds ") issued pursuant to an Ordinance and Resolution adopted by the City (jointly, the "Resolution "). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Resolution. We have examined the law and such certified proceedings and other documents as we. deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The Bonds have been duly authorized, executed and delivered by the City and are valid and legally binding special obligations of the City, payable solely from the net income and revenues derived by the City from the operation of the Water and Sewage Utility after providing for the costs of operation and maintenance thereof and on parity with any parity bonds issued or to be issued as provided in the Resolution. The Bonds do not constitute general obligations of the City nor do they constitute an -9- indebtedness of the City within the meaning of any constitutional or statutory provision, limitation or restriction and the taxing power of the City is not pledged to the payment of the Bonds. 2. The Resolution has been duly adopted by the City and constitutes a valid and legally binding obligation of the City enforceable against the City. 3. The interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. It should be noted, however, that for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposee),.such interest is taken into account in determining adjusted current earnings. The opinions set 0 in this paragraph are subject to the condition that the City comply with all requirements of the Interrtat Wenue Code of 1986, as amended (the "Code "), that must be satisfied subsequent to the issuenje.of the Bonds in ••; ": order that interest thereon be, or continue to be, excluded from gross income A.04ral incp4p, tax purposes. The City has covenanted to comply with each such requirement. Failure to corN4Y.Oith ••�••• certain of such requirements may cause the inclusion of interest on the Bonds in grocs•ititpme for federal ...... ...... income tax purposes retroactive to the date of issuance of the Bonds. The Bonds have not Been designated ..... as "qualified tax - exempt obligations" within the meaning of Section 265(b)(3) of the G8c7e.* iJVe express no ••••• opinion regarding other federal tax consequences arising with respect to the Bonds. • • •• • :...:. The interest on the Bonds is exempt from Kansas income taxation. We have not been engaged or undertaken to review the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Bonds (except to the extent, if any, stated in the Official Statement) and we express no opinion relating thereto (excepting only the matters set forth as our opinion in the Official Statement). It is to be understood that the rights of the owners of the Bonds and the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent applicable and their enforcement may be subject to the exercise of judicial discretion in appropriate cases. Very truly yours, GILMORE & BELL 10-