Cancelled Bonds :` h10 1253045619 31
REGISTERED REGISTERED7
NUMBER R-2 $865,000.00
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York Corporation ("DTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the -
Z registered owner hereof,Cede& Co.,has an interest herein.
O
CO
UNITED STATES OF AMERICA
STATE OF KANSAS
CITY OF SALINA
GENERAL OBLIGATION INTERNAL IMPROVEMENT AND REFUNDING BONDS
SERIES 2010-A
H
le > Interest Maturity Dated CUSIP: /
o Rate: 2.000% Date: October 1,2012 Date: May 1,2010 794743 V43
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I REGISTERED OWNER: CEDE & CO.
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0 ' PRINCIPAL AMOUNT: EIGHT HUNDRED SIXTY-FIVE THOUSAND DOLLARS
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KNOW ALL PERSONS BY THESE PRESENTS: That the City of Salina, in the County of
0 Saline, State of Kansas (the "Issuer"), for value received, hereby acknowledges itself to be indebted and
2 la-
promises to pay to the Registered Owner shown above, or registered assigns, but solely from the source
mT i and in the manner herein specified, the Principal Amount shown above on the Maturity Date shown
I above, unless called for redemption prior to said Maturity Date, and to pay interest thereon at the Interest
Rate per annum shown above (computed on the basis of a 360-day year of twelve 30-day months), from
the bateeDate shown above, or from the most recent date to which interest has been paid or duly
provjdfd jpr,payable semiannually on April 1 and October 1 of each year, commencing April 1, 2011 (the
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•••• "Intefest P•aymentb'at4s"),until the Principal Amount has been paid.
•:•telgthod:and Place of Payment. The principal or redemption price of this Bond shall be paid at
• . maturit •or uporuet'1fer redemption to the person in whose name this Bond is registered at the maturity or
rederuptien date:thereof, upon presentation and surrender of this Bond at the principal office of the
• • Treasurer of the $at, of Kansas, Topeka, Kansas (the "Paying Agent" and "Bond Registrar"). The
intew%t¶ 'able ofi this Bond on any Interest Payment Date shall be paid to the person in whose name this
Bond'Vegistered on the registration books maintained by the Bond Registrar at the close of business on
the Rpm/ Date(s) for, such interest, which shall be the 15th day (whether or not a business day) of the
calendar month next preceding the Interest Payment Date. Such interest shall be payable (a) by check or
draft mailed by the Paying Agent to the address of such Registered Owner 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 Cede & Co. or any Owner of$500,000 or more in aggregate principal
M01,253 045620 .
amount of Bonds, by electronic transfer to such Owner upon written notice given to the Bond Registrar
by such Registered Owner, not less than 15 days prior to the Record Date for such interest, containing the
electronic transfer instructions including the bank, ABA routing number and account number to which
such Registered Owner wishes to have such transfer directed. The principal or redemption price of and
interest on the Bonds shall be payable in any coin or currency that, on the respective dates of payment
thereof; is legal tender for the payment of public and private, debts. Interest not punctually paid will be
paid in the manner established in the within defined Bond Resolution.
Definitions. Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the hereinafter defined Bond Resolution.
Authorization of Bonds. This Bond is one of an authorized series of Bonds of the Issuer
designated "General Obligation Internal Improvement and Refunding Bonds, Series 2010-A," aggregating
the principal amount of$6,875,000 (the"Bonds") issued for the purposes set forth in the Ordinance of the
Issuer authorizing the issuance of the Bonds and the Resolution of the Issuer prescribing the form and
details of the Bonds (jointly the"Bond Resolution"). The Bonds are issued by the authority of and in full
compliance with the provisions, restrictions and limitations of the Constitution and laws of the State of
Kansas, including K.S.A. 10-427 et seq., K.S.A. 12-6a01 et seq., K.S.A. 12-1736 et seq., K.S.A. 12-2101
et seq., as amended, and all other provisions of the laws of the State of Kansas applicable thereto.
General Obligations. The Bonds constitute general obligations of the Issuer payable as to both
•
principal and interest in part from special assessments levied upon the property benefited by the
construction of certain Improvements (as said term is described in the Bond Resolution) and, if not so
paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the
•
taxable tangible property, real and personal, within the territorial limits of the Issuer, the balance being
payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all the
taxable tangible property, real and personal, within the territorial limits of the Issuer. The full faith, credit
and resources of the Issuer are hereby pledged for the payment of the principal of and interest on this
Bond and the issue of which it is a part as the same respectively become due.
Redemption Prior to Maturity. The Bonds are subject to redemption prior to maturity, as
follows:
Optional Redemption. At the option of the Issuer, Bonds maturing on October 1, 2019 and
•
thereafter,may be called for redemption and payment prior to maturity on October 1, 2018 or thereafter,
as a wholeor in part (selection of maturities and the amount of Bonds of each maturity to be redeemed to
be dettyplined by the Issuer in such equitable manner as it may determine) at any time, at the Redemption
. •••• Price of 140% (expressed as a percentage of the principal amount), plus accrued interest thereon to the
• date of red,cmption r•••
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• • ••MandatoryYedemption. Each of the Bonds maturing on October 1, 2025 shall also be subject to
•• mandttRxy redeiptjgn and payment prior to maturity on October 1, 2023, and on any October 1
• • thereafter, pursu3neto the redemption schedule set forth in the Bond Resolution at the Redemption Price
of Wb�o.fexpressed•as a percentage of the principal amount), plus accrued interest thereon to the
Redemptigp Date.
Redemption Denominations. Whenever the Bond Registrar is to select Bonds for the purpose of
redemption, it shall, in the case of Bonds in denominations greater than a minimum Authorized
Denomination, if less than all of the Bonds then Outstanding are to be called for redemption, treat each
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M01253 045621
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minimum Authorized Denomination of face value of each such Bond as though it were a separate Bond in
the denomination of a minimum Authorized Denomination.
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Notice of Redemption. Notice of redemption, unless waived, shall be given by the Issuer to the
State Treasurer of Kansas, to the Purchaser of the Bonds and to the Bond Registrar in accordance with the
Bond Resolution. The Issuer shall cause the Bond Registrar to notify each Registered Owner at the
address maintained on the Bond Register, such notice to be given by mailing an official notice of
redemption by first class mail at least 30 days prior to the redemption date. Notice of redemption having
been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption date,
become due and payable at the redemption price therein specified, and from and after such date (unless
the Issuer defaults in the payment of the redemption price), such Bonds or portions of Bonds,shall cease
to bear interest.
Book-Entry System. 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 Bond Resolution. One
Bond certificate with respect to each date on which the Bonds are stated to mature or with respect to each
form of Bonds, 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 being evidenced in the records of such participants.
Transfers of ownership shall.be effected on the records of the Securities Depository and its participants
pursuant to rules and procedures established by the Securities Depository and its participants. The Issuer
and the Bond Registrar will recognize the Securities Depository nominee, while the Registered Owner of
this Bond, as the owner of this Bond for all purposes, including (i) payments of principal of, and
redemption premium, if any, and interest on, this Bond, (ii)notices and(iii) voting. Transfer of principal,
interest and any redemption premium payments to participants of the Securities Depository, and transfer
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 beneficial owners. The Issuer and the Bond Registrar 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, redemption premium, if any, and interest on
this Bond shall be made in accordance with existing arrangements among the Issuer, the Bond Registrar
and tlw•Securities Depository.
••• Transfer and Exchange. EXCEPT AS OTHERWISE PROVIDED IN THE BOND
RESOLUTION,,' S GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN
• • PART,ONLY T!]•ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY OR TO A
SUOCE&iOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR
• • SECIALTIES IIEeOSITORY. This Bond may be transferred or exchanged, as provided in the Bond
Resolution only•on the Bond Register kept for that purpose at the principal office of the Bond Registrar,
•••• upon surrender of tit;pond, together with a written instrument of transfer or authorization for exchange
satin f2Ctt fy to the Bond Registrar duly executed by the Registered Owner or the Registered Owner's duly
authofi2g8 agent, and thereupon a new Bond or Bonds in any Authorized Denomination of the same
matt':tyaid in the same aggregate principal amount shall be issued to the transferee in exchange therefor
as provided in the Bond Resolution and upon payment of the charges therein prescribed. The Issuer 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 Issuer and the Paying Agent may deem and treat the
person in whose name this Bond is registered on the Bond Register as the absolute owner hereof for the
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M01253 045622 •
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purpose of receiving payment of, or on account of the principal or redemption price hereof and interest
due hereon and for all other purposes. The Bonds are issued in fully registered form in Authorized
Denominations.
Authentication. This Bond shall not be valid or become obligatory for any purpose or be
entitled to any. security or benefit under the hereinafter defined Bond Resolution until the Certificate of
Authentication and Registration hereon shall have been lawfully executed by the Bond Registrar.
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 Issuer, including this series of bonds, does not
exceed any constitutional or statutory limitation.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed by the manual or
facsimile signature of its Mayor and attested by the manual or facsimile signature of its Clerk, and its seal
to be affixed hereto or imprinted hereon. .
CITY OF SALINA, KANSAS
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. :. . M0125 3�5
CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This Bond is one of a series of General Obligation Internal Improvement and Refunding Bonds,
Series 2010-A, of the City of Salina,Kansas, described in the within-mentioned Bond Resolution.
Registration Date
MAY 052010
Office of the State Treasurer,
Topeka, Kansas,
as Bond Registrar and Paying Agent
BY l
Registration Number 0322-085-050110-571
CERTIFICATE OF CLERK
STATE OF KANSAS
) SS.
COUNTY OF SALINE )
The undersigned, Clerk of the City of Salina, Kansas, does hereby certify that the within Bond
has been duly registered in my office according to law as of May 1, 2010.
WITNESS my hand and official seal. . •
o ,ego By:
city Clerk •
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• • •.•• CERTIFICATE OF STATE TREASURER
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OFFIGi.PF TH$TREASURER, STATE OF KANSAS
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•..QpNNIS•MCKINNEY, Treasurer of the State of Kansas, does hereby certify that a transcript of
.••. the proceedings lead;up to the issuance of this Bond has been filed in the office of the State Treasurer,
and ttiat thij BonC14ag registered in such office according to law on MAY 0 5 2010 .
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••. 4:I-NESS my hand and official seal.
q•
(Seal) By: JCL—. elbn. C
• Treasurer of the State of Kansa
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M0125 324 •
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BOND ASSIGNMENT •
• FOR VALUE RECEIVED, the undersigned do(es)hereby sell, assign and transfer to
(Name and Address)
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(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 do(es)
hereby irrevocably constitute and appoint as agent to transfer said Bond on the
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books of said Bond Registrar with full power of substitution in the premises.
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Dated
Name
Social Security or
Taxpayer Identification No.
Signature(Sign here exactly as name(s)
appear on the face of Certificate)
Signature guarantee:
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By
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M01253 045625 •
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LEGAL OPINION
The following is a true and correct copy of the approving legal opinion of Gilmore & Bell, P.C.,
Bond Counsel, which was dated and issued as of the date of original issuance and delivery of such Bonds:
GILMORE &BELL,P.C. •
Attorneys at Law
2405 Grand Boulevard
Suite 1100
Kansas City,Missouri 64108
Governing Body
City of Salina,Kansas
Country Club Bank
Prairie Village, Kansas
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Re: $6,875,000 General Obligation Internal Improvement and Refunding Bonds,.
Series 2010-A, of the City of Salina,Kansas, Dated May 1, 2010
We have acted as Bond Counsel in connection with the issuance by the City of Salina, Kansas
(the "Issuer"), of the above-captioned bonds (the `Bonds"). In this capacity, we have examined the law
and the certified proceedings, certifications and other documents that we deem necessary to render this
. opinion. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the
resolution adopted by the governing body of the Issuer prescribing the details of the Bonds.
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Regarding questions of fact material to our opinion, we have relied on the certified proceedings
and other certifications of public officials and others furnished to us without undertaking to verify them
by independent investigation.'
•• •Bav ed upon the foregoing,we are of the opinion,under existing law, as follows:
The•Bonds have been duly authorized, executed and delivered by the Issuer and are valid
••••
• • and legally binditig•gciteral obligations of the Issuer.
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••2.• the•Bonds are payable as to both principal and interest in part from special assessments
levie•dlpotr the Property benefited by the construction of certain improvements and, if not so paid, from
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• •• ad valorem taxegwi ick may be levied without limitation as to rate or amount upon all the taxable tangible
propgtylercal and'personal, within the territorial limits of the Issuer. The balance of the principal and
interesF MM the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate
or anpnttjupon all the taxable tangible property, real and personal, within the territorial limits of the
Issuer. The Issuer is required by law to include in its annual tax levy the principal and interest coming
due on the Bonds to the extent that necessary funds are not provided from other sources.
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t. .M01253 045626 . ,
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3. The interest on the Bonds is excluded from gross income for federal income tax purposes.
Interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax
imposed on individuals and corporations but is taken into account in determining adjusted current
earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. The
opinions set forth in this paragraph are subject to the condition that the Issuer comply with all
requirements of the Internal Revenue Code of.1986, as amended (the "Code"), that must be satisfied
subsequent to the issuance of the Bonds in order to preserve the exclusion of the interest on the Bonds
from gross income for federal income tax purposes. The Issuer has covenanted to comply with all of
these requirements. Failure to comply with certain of these requirements may cause interest on the Bonds
to be included in gross income for federal income tax purposes retroactive to the date of issuance of the •
Bonds. The Bonds are"qualified tax-exempt obligations"within the meaning of Section 265(b)(3) of the
Code, and, in the case of certain financial institutions (within the meaning of Section 265(b)(5) of the
Code), a deduction is allowed for 80 percent of that portion of such financial institution's interest expense
allocable to interest on the Bonds. We express no opinion regarding other federal tax consequences
arising with respect to the Bonds.
4. The interest on the Bonds is excluded from computation of Kansas adjusted gross
income.
We express no opinion regarding 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). Further, we express no opinion regarding tax consequences arising with respect to
the Bonds other than as expressly set forth in this opinion.
The rights of the owners of the Bonds and the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights
generally and by equitable principles, whether considered at law or in equity.
This opinion is given as of its date, and we assume no obligation to revise or supplement this
opinion to reflect any facts or circumstances that may come to our attention or any changes in law that
may occur after the date of this opinion.
GILMORE & BELL,P.C.
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REGISTERED REGISTERED
NUMBER R -1 , • , ,; .: $775,000.00
Unless this certificate is preswited.iy at►•ae horizht! 4presentative of The
Depository Trust Company, a New York Corporation ( "DTC "), to the Issuer or its
agent for registration of transfer, exchange or t" ent4-and any certificate issued is
registered in the name of Cede & Co. orin�sucd: otlrr game as is requested by an
authorized representative of DTC (and aWpayptenf is5nade to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
UNITED STATES OF AMERICA
STATE OF KANSAS
U I.TY OF SAL-INA�
GENERAL OBLIGATION INTERNAL IMPROVEMENT AND REFUNDING BONDS
SERIES 2010 -A
Interest Maturity Dated CUSIP:
Rate: 2.000% Date: October 1, 2011 Date: May 1, 2010 794743 V35 /
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: SEVEN HUNDRED SEVENTY -FIVE THOUSAND DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS: That the City of Salina, in the County of
Saline, State of Kansas (the "Issuer "), for value received, hereby acknowledges itself to be indebted and
promises to pay to the Registered Owner shown above, or registered assigns, but solely from the source
and in the manner herein specified, the Principal Amount shown above on the Maturity Date shown
above, unless called for redemption prior to said Maturity Date, and to pay interest thereon at the Interest
Rate per annum shown above (computed on the basis of a 360 -day year of twelve 30 -day months), from
the Dated Date shown above, or from the most recent date to which interest has been paid or duly
provided for, payable semiannually on April 1 and October 1 of each year, commencing April 1, 2011 (the
"Interest Payment Dates "), until the Principal Amount has been paid.
Method and Place of Payment. The principal or redemption price of this Bond shall be paid at
maturity or upon earlier redemption to the person in whose name this Bond is registered at the maturity or
redemption date thereof, upon presentation and surrender of this Bond at the principal office of the
Treasurer of the State of Kansas, Topeka, Kansas (the "Paying Agent" and "Bond Registrar "). 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 registration books maintained by the Bond Registrar at the close of business on
the Record Date(s) for such interest, which shall be the 15th day (whether or not a business day) of the
calendar month next preceding the Interest Payment Date. Such interest shall be payable (a) by check or
draft mailed by the Paying Agent to the address of such Registered Owner 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 Cede & Co. or any Owner of $500,000 or more in aggregate principal
M01253 045612
amount of Bonds, by electronic transfer to such Owner u port, writtep notjce given to the Bond Registrar
by such Registered Owner, not less than 15- ;ay9pticj tp tte•1ZecprdDate;for such interest, containing the
electronic transfer instructions including the bZ14 A 3:k:roulking nLmbi;pnd account number to which
such Registered Owner wishes to have sucNfransfer directed.• The principal or redemption price of and
interest on the Bonds shall be payable in any coin or currency that, on the respective dates of payment
thereof, is legal tender for the payment of public attd ] r te•del$sr Interest not punctually paid will be
paid in the manner established in the within defined Mond Resoliioc.
Definitions. Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the hereinafter defined Bond Resolution.
Authorization of Bonds. This Bond is one of an authorized series of Bonds of the Issuer
designated "General Obligation Internal Improvement and Refunding Bonds, Series 2010 -A," aggregating
the principal amount of $6,875,000 (the "Bonds ") issued for the purposes set forth in the Ordinance of the
Issuer authorizing the issuance of the Bonds and the Resolution of the Issuer prescribing the form and
details of the Bonds (jointly the `Bond Resolution "). The Bonds are issued by the authority of and in full
compliance with the provisions, restrictions and limitations of the Constitution and laws of the State of
Kansas, including K.S.A. 10 -427 et seq., K.S.A. 12 -6a01 et seq., K.S.A. 12 -1736 et seq., K.S.A. 12 -2101
et seq., as amended, and all other provisions of the laws of the State of Kansas applicable thereto.
General Obligations. The Bonds constitute general obligations of the Issuer payable as to both
principal and interest in part from special assessments levied upon the property benefited by the
construction of certain Improvements (as said term is described in the Bond Resolution) and, if not so
paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the
taxable tangible property, real and personal, within the territorial limits of the Issuer, the balance being
payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all the
taxable tangible property, real and personal, within the territorial limits of the Issuer. The full faith, credit
and resources of the Issuer are hereby pledged for the payment of the principal of and interest on this
Bond and the issue of which it is a part as the same respectively become due.
Redemption Prior to Maturity. The Bonds are subject to redemption prior to maturity, as
follows:
Optional Rerlcarption. At the option of the Issuer, Bonds maturing on October 1, 2019 and
thereafter, may be called for redemption and payment prior to maturity on October 1, 2018 or thereafter,
as a whole or in part (selection of maturities and the amount of Bonds of each maturity to be redeemed to
be determined by the Issuer in such equitable manner as it may determine). at any time, at the Redemption
Price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the
date of redemption.
Mandatory Redemption. Each of the Bonds maturing on October 1, 2025 shall also be subject to
mandatory redemption and payment prior to maturity . on October 1, 2023, and on any October 1
thereafter, pursuant to the redemption schedule set forth in the Bond Resolution at the Redemption Price
of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the
Redemption Date.
Redemptiorn Denominations. Whenever the Bond Registrar is to select Bonds for the purpose of
redemption, it shall, in the case of Bonds in denominations greater than a minimum Authorized
Denomination, if less than all of the Bonds then Outstanding are to be called for redemption, treat each
M01253045613
minimum Authorized Denomination of face value of each such Bond,as tl;ough it were a separate Bond in
the denomination of a minimum Authorizedberoomi nal.01. •: '
Notice of Redemption. Notice of t9dem� non, runless waived, shall be given by the Issuer to the
State Treasurer of Kansas, to the Purchaser of the Bonds and to the Bond Registrar in accordance with the
Bond Resolution. The Issuer shall cause the Bgtttr RCgi%irar.to notify each Registered Owner at the
address maintained on the Bond Register, such notice to be :gi ,en by mailing an official notice of
redemption by first class mail at least 30 days prior to the rtdemlltton date. Notice of redemption having
been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption date,
become due and payable at the redemption price therein specified, and from and after such date (unless
the Issuer defaults in the payment of the redemption price), such Bonds or port_ ions of Bonds. shall cease
to bear interest.
Book -Entry System. 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 Bond Resolution. One
Bond certificate with respect to each date on which the Bonds are stated to mature or with respect to each
form of Bonds, 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 being evidenced in the records of such participants.
Transfers of ownership shall.be effected on the records of the Securities Depository and its participants
pursuant to rules and procedures established by the Securities Depository and its participants. The Issuer
and the Bond Registrar will recognize the Securities Depository nominee, while the Registered Owner of
this Bond, as the owner of this Bond for all purposes, including (i) .payments of principal of, and
redemption premium, if any, and interest on, this Bond, (ii) notices and (iii) voting. Transfer of principal,
interest and any redemption premium payments to participants of the Securities Depository, and transfer
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 beneficial owners. The Issuer and the Bond Registrar 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, redemption premium, if any, and interest on
this Bond shall be made in accordance with existing arrangements among the Issuer, the Bond Registrar
and the Securities Depository.
Transfer and Exchange. EXCEPT AS OTHERWISE PROVIDED IN THE BOND
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. This Bond may be transferred or exchanged, as provided in the Bond
Resolution, only on the Bond Register kept for that purpose at the principal office of the Bond Registrar,
upon surrender of this Bond, together with a written instrument of transfer or authorization for exchange
satisfactory to the Bond Registrar duly executed by the Registered Owner or the Registered Owner's duly
authorized agent, and thereupon a new Bond or Bonds in any Authorized Denomination of the same
maturity and in the same aggregate principal amount shall be issued to the transferee in exchange therefor
as provided in the Bond Resolution and upon payment of the charges therein prescribed. The Issuer 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 Issuer and the Paying Agent may deem and treat the
person in whose name this Bond is registered on the Bond Register as the absolute owner hereof for the
M01253045614
purpose of receiving payment of, or on
due hereon and for all other purposes.
Denominations.
account of, the principal or redemption price hereof and interest
V:e $finds are•issned irriully registered form in Authorized
Authentication. This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the hereit1after oLfitt2d.Bbad Resolution until the Certificate of
Authentication and Registration hereon shall have b(!eh. lawfully � xe ;uted by the Bond Registrar.
IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions, and things required
to be done and to exist precedent to and in the issuance of this Bond have been properly done and
performed and do exist in due and regular form and manner as required by the Constitution and laws of
the State of Kansas, and that the total indebtedness of the Issuer, including this series of bonds, does not
exceed any constitutional or statutory limitation.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed by the manual or
facsimile signature of its Mayor and attested by the manual or facsimile signature of its Clerk, and its seal
to be affixed hereto or imprinted hereon.
fc•a�rc.>
�s ieTo
ATTEST:
By
City Clerk
CITY OF SALINA, KANSAS
Mayor
M01253045615 •• ::•.
.• • . : . . -- --
CERTIFICATE OFAUTHEI4'Mc,4 -r;oOi .NV:n$JSTRATION
This Bond is one of a series of General Obli ation Inter dal Improvement and Refunding Bonds,
Series 2010 -A, of the City of Salina, Kansas, describe�'in thy within mentioned Bond Resolution.
'
Registration Date MAY 0 5 2010
Office of the State Treasurer,
Topeka, Kansas,
as Bond Registrar and Paying Agent
By
Registration Number 0322-085-050110-571
CERTIFICATE OF CLERK
STATE OF KANSAS )
) SS.
COUNTY OF SALINE )
The undersigned, Clerk of the City of Salina, Kansas, does hereby certify that the within Bond
has been duly registered in my office according to law as of May 1, 2010.
WITNESS my hand and official seal.
By
City Clerk
CERTIFICATE OF STATE TREASURER
OFFICE OF THE TREASURER, STATE OF KANSAS
DENNIS MCKINNEY, Treasurer of the State of Kansas, does hereby certify that a transcript of
the proceedings leading up to the issuance of this Bond has been filed in the office of the State Treasurer,
and that this Bond was registered in such office according to law on MAY Y 0 -; mm--
WITNESS my hand and official seal.
(Seal)
n t
By.
Treasurer of the State of Kan
M01253 045616 .. ;
BOND ASSIGNNKNT,
FOR VALUE RECEIVED, the undersigned doges) hereby, %ell, 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 S
standing in the name of the undersigned on the books of the Bond Registrar. The undersigned do(es)
hereby irrevocably constitute and appoint as agent to transfer said Bond on the
books of said Bond Registrar with full power of substitution in the premises.
Dated
Name
Social Security or
Taxpayer Identification No.
Signature (Sign here exactly as name(s)
appear on the face of Certificate)
Signature guarantee:
IC
6
M01253 045617 .. ...
LEGAL OPINA01
The following is a true and correct copy of the approv inj legal opinion of Gilmore & Bell, P.C.,
Bond Counsel, which was dated and issued as of the date =rigpial jssuance and delivery of such Bonds:
GILMORE & BELL, Y.C.
Attorneys at Law
2405 Grand Boulevard
Suite 1100
Kansas City, Missouri 64108
Governing Body
City of Salina, Kansas
Country Club Bank
Prairie Village, Kansas
Re: $6,875,000 General Obligation Internal Improvement and Refunding Bonds,
Series 2010 -A, of the City of Salina, Kansas, Dated May 1, 2010
We have acted as Bond Counsel in connection with the issuance by the City of Salina, Kansas
(the `Issuer "), of the above - captioned bonds (the "Bonds "). In this capacity, we have examined the law
and the certified proceedings, certifications and other documents that we deem necessary to render this
opinion. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the
resolution adopted by the governing body of the Issuer prescribing the details of the Bonds.
Regarding questions of fact material to our opinion, we have relied on the certified proceedings
and other certifications of public officials and others furnished to us without undertaking to verify them
by independent investigation.
Based upon the foregoing, we are of the opinion, tinder existing law, as follows:
1. The Bonds have been duly authorized, executed and delivered by the Issuer and are valid
and legally binding general obligations of the Issuer.
2. The Bonds are payable as to both principal and interest in part from special assessments
levied upon the property benefited by the construction of certain improvements and, if not so paid, from
ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible
property, real and personal, within the territorial limits of the Issuer. The balance of the principal and
interest on the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate
or amount upon all the taxable tangible property, real and personal, within the territorial limits of the
Issuer. The Issuer is required by law to include in its annual tax levy the principal and interest coming
due on the Bonds to the extent that necessary funds are not provided from other sources.
M01253 045618
3. The interest on the Bonds is excluded from gross income for federal income tax purposes.
Interest on the Bonds is not an item of tax loklererfce,fc:- 4utllpsec of the ;ederal alternative minimum tax
imposed on individuals and corporations 1}ut jsaaken Intoa cco}q}j yj,determining adjusted current
earnings for the purpose of computing the altema[rve minimum tax imposed on certain corporations. The
opinions set forth in this paragraph are subject to the condition that the Issuer comply with all
requirements of the Internal Revenue Code of 19$G*as a%nen4edxthe "Code "), that must be satisfied
subsequent to the issuance of the Bonds in order to pteserte thg exclusion of the interest on the Bonds
from gross income for federal income tax purposes..' The Issuer nas covenanted to comply with all of
these requirements. Failure to comply with certain of these requirements may cause interest on the Bonds
to be included in gross income for federal income tax purposes retroactive to the date of issuance of the
Bonds. The Bonds are "qualified tax - exempt obligations" within the meaning of Section 265(b)(3) of the
Code, and, in the case of certain financial institutions (within the meaning of Section 265(b)(5) of the
Code), a deduction is allowed for 80 percent of that portion of such financial institution's interest expense
allocable to interest on the Bonds. We express no opinion regarding other federal tax consequences
arising with respect to the Bonds.
4. The interest on the Bonds is excluded from computation of Kansas adjusted gross
income.
We express no opinion regarding 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). Further, we express no opinion regarding tax consequences arising with respect to
the Bonds other than as expressly set forth in this opinion.
The rights of the owners of the Bonds and the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights
generally and by equitable principles, whether considered at law or in equity.
This opinion is given as of its date, and we assume no obligation to revise or supplement this
opinion to reflect any facts or circumstances that may come to our attention or any changes in law that
may occur after the date of this opinion.
GILMORE & BELL, P.C.
0
50 225 33 04_ 5! 4 t�7
REGISTERED REGISTERED
NUMBER R-3 $880,000.00:
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York Corporation ("DTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof,Cede& Co., has an interest herein.
O
Z UNITED STATES OF AMERICA
m
STATE OF KANSAS
CITY OF SALINA
> GENERAL OBLIGATION INTERNAL IMPROVEMENT AND REFUNDING BONDS
F— SERIES 2010-A
.
F— U Interest Maturity Dated CUStri..
Z W Rate: 2.000% Date: October 1,2013 Date: May 1, 2010: :794743 V50 ••:••:
Q In
0 REGISTERED OWNER: CEDE & CO. ••••• ,.:. ......
IL F—
WPRINCIPAL AMOUNT: EIGHT HUNDRED EIGHTY THOUSAND DOLLAI$S
OKNOW ALL PERSONS BY THESE PRESENTS: That the City of Salina, in the County of
O Saline, State of Kansas (the "Issuer"), for value received, hereby acknowledges itself to be indebted and
m promises to pay to the Registered Owner shown above, or registered assigns, but solely from the source
and in the manner herein specified, the Principal Amount shown above on the Maturity Date shown
0 above, unless called for redemption prior to said Maturity Date, and to pay interest thereon at the Interest
Z S Rate per annum shown above (computed on the basis of a 360-day year of twelve 30-day months), from
m the Dated Date shown above, or from the most recent date to which interest has been paid or duly
provided for, payable semiannually on April 1 and October 1 of each year, commencing April 1, 2011 (the
"Interest Payment Dates"), until the Principal Amount has been paid.
Method and Place of Payment. The principal or redemption price of this Bond shall be paid at
maturity or upon earlier redemption to the person in whose name this Bond is registered at the maturity or
redemption date thereof, upon presentation and surrender of this Bond at the principal office of the
Treasurer of the State of Kansas, Topeka, Kansas (the "Paying Agent" and "Bond Registrar"). 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 registration books maintained by the Bond Registrar at the close of business on
the Record Date(s) for such interest, which shall be the 15th day (whether or not a business day) of the
calendar month next preceding the Interest Payment Date. Such interest shall be payable (a) by check or
a draft mailed by the Paying Agent to the address of such Registered Owner 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 Cede & Co. or any Owner of$500,000 or more in aggregate principal
. M01253045628
amount of Bonds, by electronic transfer to such Owner upon written notice given to the Bond Registrar
by such Registered Owner, not less than 15 days prior to the Record Date for such interest, containing the
electronic transfer instructions including the bank, ABA routing number and account number to which
such Registered Owner wishes to have such transfer directed. The principal or redemption price of and
interest on the Bonds shall be payable in any coin or currency that, on the respective dates of payment
thereof, is legal tender for the payment of public and private debts. Interest not punctually paid will be
paid in the manner established in the within defined Bond Resolution.
Definitions. Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the hereinafter defined Bond Resolution.
Authorization of Bonds. This Bond is one of an authorized series of Bonds of the Issuer
designated"General Obligation Internal Improvement and Refunding Bonds, Series 2010-A," aggregating
the principal amount of$6,875,000 (the "Bonds") issued for the purposes set forth in the Ordinance of the
Issuer authorizing the issuance of the Bonds and the Resolution of the Issuer prescribing the form and
details of the Bonds (jointly the "Bond Resolution"). The Bonds are issued by the authority of and in full
compliance with the provisions, restrictions and limitations of the Constitution and laws of the State of
Kansas, including K.S.A. 10-427 et seq., K.S.A. 12-6a01 et seq., K.S.A. 12-1736 et seq., K.S.A. 12-2101
et seq., as amended, and all other provisions of the laws of the State of Kansas applicable thereto.
:...%
General Obligations. The Bonds constitute general obligations of the Issuer payable•as to both
principal and interest in part from special assessments levied upon the property benefiteYby.tile
construction of certain Improvements (as said term is described in the Bond Resolution) and, if�mot.so ••;••;
paid, from ad valorem taxes which may be levied without limitation as to rate or•2mohnt upQa.aJl the
taxable tangible property, real and personal, within the territorial limits of the Issuer,�tlk balar43being �����•
payable from ad valorem taxes which may be levied without limitation as to rate or amount uly,?qAL the
taxable tangible property, real and personal, within the territorial limits of the Issuer..Tlv full f2ith, credit ......
and resources of the Issuer are hereby pledged for the payment of the principal 4f an3interest on this ••••••
Bond and the issue of which it is a part as the same respectively become due. ....
;•••'
Redemption Prior to Maturity. The Bonds are subject to redemption prior to mawr%5; as
follows:
Optional Redemption. At the option of the Issuer, Bonds maturing on October 1, 2019 and
thereafter, may be called for redemption and payment prior to maturity on October 1, 2018 or thereafter,
as a whole or in part(selection of maturities and the amount of Bonds of each maturity to be redeemed to
be determined by the Issuer in such equitable manner as it may determine) at any time, at the Redemption
Price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the
date of redemption. _
Mandatory Redemption. Each of the Bonds maturing on October 1, 2025 shall also be subject to
mandatory redemption and payment prior to maturity,on October 1, 2023, and on any October 1
thereafter, pursuant to the redemption schedule set forth in the Bond Resolution at the Redemption Price
of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the
Redemption Date.
Redemption Denominations. Whenever the Bond Registrar is to select Bonds for the purpose of
redemption, it shall, in the case of Bonds in denominations greater than a minimum Authorized
Denomination, if less than all of the Bonds then Outstanding are to be called for redemption, treat each
2
MG 125 3 G4 629
minimum Authorized Denomination of face value of each such Bond as though it were a separate Bond in
the denomination of a minimum Authorized Denomination.
.Notice of Redemption. Notice of redemption, unless waived, shall be given by the Issuer to the
State Treasurer of Kansas, to the Purchaser of the Bonds and to the Bond Registrar in accordance with the
Bond Resolution. The Issuer shall cause the Bond Registrar to notify each Registered Owner at the
address maintained on the Bond Register, such notice to be given by mailing an official notice of
redemption by first class mail at least 30 days prior to the redemption date. Notice of redemption having
been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption date,
become due and payable at the redemption price therein specified, and from and after such date (unless
the Issuer defaults in the payment of the redemption price), such Bonds or portions of Bonds;shall cease
to bear interest.
Book-Entry System. 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 Bond Resolution. One
Bond certificate with respect to each date on which the Bonds are stated to mature or with respect to each
form of Bonds, 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 being evidenced in the records of such p articirants.
Transfers of ownership shall.be effected on the records of the Securities Depository and its participants
pursuant to rules and procedures established by the Securities Depository and its participants. ;[I- suer.
and the Bond Registrar will recognize the Securities Depository nominee, while thzl2ogictered (wrier of
this Bond, as the owner of this Bond for all purposes, including (i) payments of ptmcipal•gf• and ••
redemption premium, if any, and interest on, this Bond, (ii)notices and (iii) voting. Tran+sfer oY L cheP al, '•:••.
interest and any redemption premium payments to participants of the Securities D€posilary, acid transfer ••••••
of principal, interest and.any redemption premium payments to beneficial owngr�.pl the fonds by
participants of the Securities Depository will be the responsibility of such participants anctother noiInnees •....
of such beneficial owners. The Issuer and the Bond Registrar will not be resp6nsi5r or liable.for%uch
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 thr5ygh•01ch
participants. While the Securities Depository nominee is the owner of this Bond, notwithstanding the
provision hereinabove contained, payments of principal of, redemption premium, if any, and interest on
this Bond shall be made in accordance with existing arrangements among the Issuer, the Bond Registrar
and the Securities Depository.
Transfer and Exchange. EXCEPT AS OTHERWISE PROVIDED IN THE BOND
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. This Bond may be transferred or exchanged, as provided in the-Bond
Resolution, only on the Bond Register kept for that purpose at the principal office of the Bond Registrar,
Upon surrender of this Bond, together with a written instrument of transfer or authorization for exchange
satisfactory to the Bond Registrar duly executed by the Registered Owner or the Registered Owner's duly
authorized agent, and thereupon a new Bond or Bonds in any Authorized Denomination of the same
maturity and in the same aggregate principal amount shall be issued to the transferee in exchange therefor
as provided in the Band Resolution and upon payment of the charges therein prescribed. The Issuer 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 Issuer and the Paying Agent may deem and treat the
person in whose name this Bond is registered on the Bond Register as the absolute owner hereof for the
3
i
M0125� 3� 0830 � • • ,
purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest
due hereon and for all other purposes. The Bonds are issued in fully registered form in Authorized
Denominations.
Authentication. This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the hereinafter defined Bond Resolution until the Certificate of
Authentication and Registration hereon shall have been lawfully executed by the Bond Registrar.
IT 1S 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 Issuer, including this series of bonds, does not
exceed any constitutional or statutory limitation.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed by the manual or
facsimile signature of its Mayor and attested by the manual or facsimile signature of its Clerk, and its seal
to be affixed hereto or imprinted hereon.
CITY OF SALINA, KANSAS
°F
Vii ' ....
* Mayor .....
ATTEST: w,..:. ......
� J' ....
By. .... :...:.
City GIerIe •. ;
4
I
MW53 045631 . . ;
CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This Bond is one of a series of General Obligation Internal Improvement and Refunding Bonds,
Series 2010-A, of the City of Salina, Kansas, described in the within-mentioned Bond Resolution.
Registration Date
MAY 0 5 2010
Office of the State Treasurer,
Topeka, Kansas,
as Bond Registrar and Paying Agent
By
Registration Number 0322-085-050110-571
:...%
CERTIFICATE OF CLERK
STATE OF KANSAS )
SS. ....
COUNTY OF SALINE ) .....: ���' ••:
...... ......
The undersigned, Clerk of the City of Salina, Kansas, does hereby certify ttt2tthe within.Bond
has been duly registered in my office according to law as of May 1, 2010.
WITNESS my hand and official seal.
t tsn By City Clerk
c CERTIFICATE OF STATE TREASURER
OFFICE OF THE TREASURER, STATE OF KANSAS
DENNIS MCKINNEY, Treasurer of the State of Kansas, does hereby certify that a transcript of
the proceedings leading up to the issuance of this Bond has'been filed in the office of the State Treasurer,
and that this Bond was registered in such office according to law on MAY 0 5 2010
WITNESS my hand and official seal.
0
(Seal) By:
Treasurer of the State of Ka�sfs
5
M0125� 3� 0- Q� • � •
BOND ASSIGNMENT
FOR VALUE RECENED;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 S
standing in the name of the undersigned on the books of the Bond Registrar. The undersigned do(es)
hereby irrevocably constitute and appoint as agent to transfer said Bond on the
books of said Bond Registrar with full power of substitution in the premises.
Dated
Name
Social Security or
Taxpayer Identification No. '••• '
...... .....
.... ......
Signature (Sign here exactly as nai;"%) • •••'
appear on the face of Certificate)
Signature guarantee: ••
By
6
M0125� 3� 0633
LEGAL OPINION
The following is a true and correct copy of the approving legal opinion of Gilmore & Bell, P.C.,
Bond Counsel, which was dated and issued as of the date of original issuance and delivery of such Bonds:
GILMORE & BELL, P.C.
Attorneys at Law
2405 Grand Boulevard
Suite 1100
Kansas City, Missouri 64108
Governing Body
City of Salina, Kansas
County Club Bank
Prairie Village, Kansas :...:.
Re: $6,875,000 General Obligation Internal Improvement and Refugdino Bonds,••••
Series 2010-A, of the City of Salina, Kansas, Dated May 1, 2010
We have acted as Bond Counsel in connection with the issuance by the (�ytypr Salin2,'K'ansas ..:..'
(the "Issuer"), of the above-captioned bonds (the "Bonds"). In this capacity, we have ezamined•the•law ••••••
and the certified proceedings, certifications and other documents that we deem neroessajy to rencler this ;•°••;
opinion. Capitalized terms not otherwise defined herein shall have the meanings 2sviW thereto in the
resolution adopted by the governing body of the Issuer prescribing the details of the Bonds.
Regarding questions of fact material to our opinion, we have relied on the certified proceedings
and other certifications of public officials and others furnished to us without undertaking to verify them
by independent investigation.
Based upon the foregoing, we are of the opinion, under existing law, as follows:
1. The Bonds have been duty authorized, executed and delivered by the Issuer and are valid
and legally binding general obligations of the Issuer.
2. The Bonds are payable as to both principal and interest in part from special assessments
levied upon the property benefited by the construction of certain improvements and, if not so paid, from
ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible
property, real and personal, within the territorial limits of the Issuer. The balance of the principal and
interest on the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate
or amount upon all the taxable tangible property, real and personal, within the territorial limits of the
Issuer. The Issuer is required by law to include in its annual tax levy the principal and interest coming
due on the Bonds to the extent that necessary funds are not provided from other sources.
7
3. The interest on the Bonds is excluded from gross income for federal income tax.purposes.
Interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax
imposed on individuals and corporations but is taken into account in determining adjusted current
earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. The
opinions set forth in this paragraph are subject to the condition that the Issuer comply with all
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be satisfied
subsequent to the issuance of the Bonds in order to preserve the exclusion of the interest on the Bonds
from gross income for federal income tax purposes. The Issuer has covenanted to comply with all of
these requirements. Failure to comply with certain of these requirements may cause interest on the Bonds
to be included in gross income for federal income tax purposes retroactive to the date of issuance of the
Bonds. The Bonds are "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the
Code, and, in the case of certain financial institutions (within the meaning of Section 265(b)(5) of the
Code), a deduction is allowed for 80 percent of that portion of such financial institution's interest expense
allocable to interest on the Bonds. We express no opinion regarding other federal tax consequences
arising with respect to the Bonds.
4. The interest on the Bonds is excluded from computation of Kansas adjusted gross
income.
We express no opinion regarding the accuracy, completeness or sufficiency of t+-Oflicial
Statement or other offering material relating to the Bonds (except to the extent, if any, stated"tia the
Official Statement). Further, we express no opinion regarding tax consequences amsm%with i"pect'to •,�••,
the Bonds other than as expressly set forth in this opinion.
The rights of the owners of the Bonds and the enforceability thereof•rney be limited by •••'•
bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting treditdfs"fights ••••••
generally and by equitable principles, whether considered at law or in equity. •• "••
This opinion is given as of its date, and we assume no obligation to revise or supplement this
opinion to reflect any facts or circumstances that may come to our attention or any changes in.la%:hat
may occur after the date of this opinion.
GfLNIORE & BELL,P.C.
8
labnIMISESIP
MO1253045636
t57/
•
REGISTERED REGISTERED
NUMBER R-4 —$695;000100`°
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York Corporation ("DTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede& Co., has an interest herein.
UNITED STATES OF AMERICA
STATE OF KANSAS • • •,,,,•
CITY OF SALINA • •• ••••�— - . .•
GENERAL OBLIGATION INTERNACIMPROVEMENIT AND REFUNDLNG $P)'I'iftS ••
SERIES 2010-A 'I''• F.:•••
•
•••.
•
. . .
p Interest Maturity Dated ••••••CUSP:•• •.••
Z Rate: 2.000% Date: October 1, 2014 Date: May 1, 2010 • 194 ITV6S
O •••
CO ••:•
} REGISTERED OWNER: CEDE & CO.
I-
- PRINCIPAL AMOUNT: SIX HUNDRED NINETY-FIVE THOUSAND DOLLARS
HU
KNOW ALL PERSONS BY THESE PRESENTS: That the City of Salina, in the County of
Z w Saline, State of Kansas (the "Issuer"), for value received, hereby acknowledges itself to be indebted and
Q Cl) promises to pay to the Registered Owner shown above, or registered assigns, but solely from the source
} and in the manner herein specified, the Principal Amount shown above on the Maturity Date shown
IX above, unless called for redemption prior to said Maturity Date, and to pay interest thereon at the Interest
O
I— Rate per annum shown above (computed on the basis of a 360-day year of twelve 30-day months), from
- Z the Dated Date shown above, or from the most recent date to which interest has been paid or duly
W- provided for, payable semiannually on April 1 and October 1 of each year, commencing April 1, 2011 (the
"Interest Payment Dates"), until the Principal Amount has been paid.
O
0 Method and Place of Payment. The principal or redemption price of this Bond shall be paid at
CO maturity or upon earlier redemption to the person in whose name this Bond is registered at the maturity or ,
Q redemption date thereof, upon presentation and surrender of this Bond at the principal office of the
Z S Treasurer of the State of Kansas, Topeka, Kansas (the "Paying Agent" and "Bond Registrar"). The
0 - interest payable on this Bond on any Interest Payment Date shall be paid to the person in whose name this
m Bond is registered on the registration books maintained by the Bond Registrar at the close of business on
the Record Date(s) for such interest, which shall be the 15th day (whether or not a business day) of the
calendar month next preceding the Interest Payment Date. Such interest shall be payable (a) by check or
draft mailed by the Paying Agent to the address of such Registered Owner 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 Cede & Co. or any Owner of 5500,000 or more in aggregate principal
M01253045637.
amount of Bonds, by electronic transfer to such Owner upon written notice given to the Bond Registrar
by such Registered Owner, not less than 15 days prior to the Record Date for such interest, containing the
electronic transfer instructions including the bank, ABA routing number and account number to which
such Registered Owner wishes to have such transfer directed. The.principal or redemption price of and
interest on the Bonds shall be payable in any coin or currency that, on the respective dates of payment
thereof, is legal tender for the payment of public and private debts. Interest not punctually paid will be
paid in the manner established in the within defined Bond Resolution.
Definitions. Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the hereinafter defined Bond Resolution.
Authorization of Bonds. This Bond is one of an authorized series of Bonds of the Issuer
designated "General Obligation Internal Improvement and Refunding Bonds, Series 2010-A," aggregating
the principal amount of 56;875,000 (the `Bonds') issued for the purposes set forth in the Ordin4ax'oithe
Issuer authorizing the issuance of the Bonds and the Resolution of the Issuer prescribing the Cilia and
details of the Bonds (jointly the 'Bond Resolution'). The Bonds are issued by the arthcrity of%d.iri full
compliance with the provisions, restrictions and limitations of the Constitution ar2liz.Z.v: of the State of . .
Kansas, including K.S.A. 10-427 et se q., K.S.A. 12-6a01 et se K.S.A. 12-1736 et se ,K.S. •t!'2.101
4 9 � q•. A
et seq., as amended, and all other provisions ofthe laws of the State of Kansas applicablePiereto.''•
�,
General Obligations. The Bonds constitute general obligations of the Isstlelya,yable as to both
principal and interest in part from special assessments levied upon the propert±.+eenefited bet the ••••
construction of certain Improvements (as said term is described in the Bond Resolution) m14:flit so
paid, from ad valorem taxes which may be levied without limitation as to rate or amount upoIl•21t the
taxable tangible property, real and personal, within the territorial limits of the Issuer, the balAd8ct being
payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all the
taxable tangible property, real and personal, within the territorial limits of the Issuer. The full faith, credit
and resources of the Issuer are hereby pledged for the payment of the principal of and interest on this
Bond and the issue of which it is a part as the same respectively become due.
Redemption Prior to Maturity. The Bonds are subject to redemption prior to maturity, as
follows:
Optional Redemption. At the option of the Issuer, Bonds maturing on October 1, 2019 and
thereafter, may be called for redemption and payment prior to maturity on October 1, 2018 or thereafter,
as a whole or in part (selection of maturities and the amount of Bonds of each maturity to be redeemed to
be determined by the Issuer in such equitable manner as it may determine) at any time, at the Redemption
Price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the
date of redemption.
Mandatory Redemption. Each of the Bonds maturing on October 1. 2025 shall also be subject to
mandatory redemption and payment prior to maturity on October 1. 2023, and on any October I
thereafter, pursuant to the redemption schedule set forth in the Bond Resolution at the Redemption Price
of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the
Redemption Date.
• Redemption Denominations. Whenever the Bond Registrar is to select Bonds for the purpose of
redemption, it shall, in the case of Bonds in denominations greater than a minimum Authorized
Denomination, if less than all of the Bonds then Outstanding are to be called for redemption, treat each
•
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M0125- 3 045- '
minimum Authorized Denomination of face value of each such Bond as though it were a separate Bond in
the denomination of a minimum Authorized Denomination.
Notice Of Redemption. Notice of redemption, unless waived, shall be given by the Issuer to the
State Treasurer of Kansas, to the Purchaser of the Bonds and to the Bond Registrar in accordance with the
Bond Resolution. The Issuer shall cause the Bond Registrar to notify each Registered Owner at the
•
•
address maintained on the Bond Register, such notice to be given by mailing an official notice of
redemption by first class mail at least 30 days prior to the redemption date. Notice of redemption having
been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption date,
become due and payable at the redemption price therein specified, and from and after such date (unless
the Issuer defaults in the payment of the redemption price), such Bonds or portions of Bonds.shall cease
to bear interest.
Book-Entry System. The Bonds are being issued by means of a book-entry system.wi$h no
physical distribution of bond certificates to be made except as provided in the Bond Resolutipp••One
Bond certificate with respect to each date on which the Bonds are stated to mature or with respect.tac'ach
form of Bonds, registered in the nominee name of the Securities Depository, is beiegi ss led and required
to be deposited with the Securities Depository and immobilized in its custody. The bopk-enpysy;tem
will evidence positions held in the Bonds by the Securities Depository's paniiictints, 137Vreficial - • •
ownership of the Bonds in authorized denominations being evidenced in the records of such ptittioipents.-
Transfers of ownership shall be effected on the records of the Securities DepositcuyaN its participants
pursuant to rules and procedures established by the Securities Depository and its pbstioit ants. She Issuer •• •
and the Bond Registrar will recognize the Securities Depository nominee, while the RegistereSUZ'ner of
this Bond, as the owner of this Bond for all purposes, including (i) payments of principal;ai.•and
redemption premium, if any, and interest on, this Bond, (ii) notices and (iii) voting. Transfer of Whcipal,
interest and any redemption premium payments to participants of the Securities Depository, and transfer
of principal, interest and.any redemption premium payments to beneficial owners of the Bonds by •
participants of the Securities Depository will be theresponsibility of such-participants and other nominees
of such beneficial owners. The Issuer and the Bond'Registrar 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, redemption premium, if any, and interest on
this Bond shall be made in accordance with existing arrangements among the Issuer, the Bond Registrar
and the Securities Depository.
Transfer and Exchange. EXCEPT AS OTHERWISE PROVIDED IN THE BOND
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. This Bond may be transferred or exchanged, as provided in the Bond
Resolution, only on the Bond Register kept for that purpose at the principal office of the Bond Registrar,
upon surrender of this Bond, together with a written instrument of transfer or authorization for exchange
satisfactory to the Bond Registrar duly executed by the Registered Owner or the Registered Owner's duly
authorized agent, and thereupon a new Bond or Bonds in any Authorized Denomination of the same
maturity and in the same aggregate principal amount shall be issued to the transferee in exchange therefor
as provided in the Bond Resolution and upon payment of the charges therein prescribed. The Issuer 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 Issuer and the Paying Agent may deem and treat the
person in whose'name this Bond is registered on the Bond Register as the absolute owner hereof for the
3
•
M0125�45- • •
•
purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest
due hereon and for all other purposes. The Bonds are issued in fully registered form in Authorized
Denominations. .
Authentication. This Bond shall not be valid or become obligatory for any purpose or be
entitled to any.security or benefit under the hereinafter defined Bond Resolution until the Certificate of
Authentication and Registration hereon shall have been lawfully executed by the Bond Registrar.
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 Issuer, including this series of bonds, does not
exceed any constitutional or statutory limitation.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed by the manual or
facsimile signature of its Mayor and attested by the manual or facsimile signature of its Clerk, angl,ijs,seal
to be affixed hereto or imprinted hereon. • • • • ,•
,,,,
CITY OF SALINA, KANSAS 0- •K + • •
o f 1870
tail n ;
Mayor ••••
ATTEST: •
•
By •
.CQty Cleric • .
•
•
•
•
•
•
�
•
•
•
• M01253045640 • , • , • . .
CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This Bond is one of a series of General Obligation Internal Improvement and Refunding Bonds,
Series 2010-A, of the City of Salina. Kansas, described in the within-mentioned Bond Resolution.
Registration Date MAY 0.5 1010
Office of the State Treasurer, .
Topeka, Kansas,
as Bond Registrar and Paying Agent •
OF By A -' a ••••
Registration Number 0322-085-050110-571
_
� • •
•
CERTIFICATE OF CLERK • •
STATE OF KANSAS ) ••••
SS. ••••
COUNTY OF SALINE )
I
t The undersigned, Clerk of the City of Salina, Kansas, does hereby certify that the within Bond
i has been duly registered in my office according to law as of May 1, 2010.
WITNESS my hand and official seal. . r`j�" .
/ j'
i Y 1 tern By: .
• � aty Cl
CERTIFICATE OF STATE TREASURER
OFFICE OF THE TREASURER, STATE OF KANSAS
DENNIS MCKTh NEY. Treasurer of the State of Kansas, does hereby certify that a transcript of
the proceedings leading up to the issuance of this Bond has been filed in fiA J L4i tlyie o U ffice ofjthe State Treasurer,
and that this Bond was registered in such office according to law on
WITNESS thy hand and official seal.
- a �+e./4 - I .
(Seal) � By: .�� A
4 • Treasurer of the State of Kan
-
5
k -
i, ,
M01253045641 '
•
•
BOND ASSIGNMENT
FOR VALUE RECEIVED;the undersigned do(es)hereby sell, assign and transfer to
- r t i ...
• (Name and Address)
(Social Security or Taxpayer Identification No.) .
the Bond to which this assignment is affixed in the outstanding principal amount of S • •....
standing in the name of the undersigned on the books of the Bond Registrar. The tp!cjersignc c (es)
hereby irrevocably constitute and appoint • as agent to trails&s:id Bond to the • •
-books of said Bond Registrar with full power of substitution in the premises. • "".
. •
. .
Dated
••••
Name •
•
Social Security or ••
Taxpayer Identification No.
Signature (Sign here exactly as name(s)
• appear on the face of Certificate)
Signature guarantee:
By •
•
•
• `a 0 4ctrt
0
•
6
M01253045642 •
•
LEGAL OPINION
• The following is a true and correct copy of the approving legal opinion of Gilmore & Bell, P.C.,
Bond Counsel, which was dated and issued as of the date of original issuance and delivery of such Bonds:
GILMORE & BELL, P.C.
Attorneys at Law
2405 Grand Boulevard
Suite 1100
Kansas City, Missouri 64108
...•
Governing Body
City of Salina. Kansas •..• •
.... ..
••...
Country Club Bank . .
• Prairie Village, Kansas
....
•
Re: S6,875,000 General Obligation Internal Improvement and Refurfdith ••��
Series 2010-A, of the City of Salina, Kansas, Dated May 1, 2010 •
...•
•
We have acted as Bond Counsel in connection with the issuance by the City of Salina, Kansas
(the "Issuer"), of the above-captioned bonds (the "Bonds"). In this capacity, we have examined the law
and the certified proceedings, certifications and other documents that we deem necessary to render this
opinion. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the
resolution adopted by the governing body of the Issuer prescribing the details of the Bonds.
•
Regarding questions of fact material to our opinion, we have relied on the certified proceedings
and other certifications of public officials and others furnished to us without undertaking to verify them
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 Issuer and are valid
and legally binding general obligations of the Issuer. •
•
2. The Bonds are payable as to both principal and interest in part from special assessments
levied upon the property benefited by the construction of certain improvements and, if not so paid, from
ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible
• property real and personal, within the territorial limits of the Issuer. The balance of the principal and
interest on the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate
or amount upon all the taxable tangible property, real and personal, within the territorial limits of the
Issuer. The Issuer is required by law to include in its annual tax levy the principal and interest coming
due on the Bonds to the extent that necessary funds are not provided from other sources.
•
• • • h1012545-
•
3. The interest on the Bonds is excluded from gross income for federal income tax purposes.
Interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax
imposed on individuals and corporations but is taken into account in determining adjusted current
earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. The
opinions set forth in this paragraph are subject to the condition• that the Issuer comply with all
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be satisfied
subsequent to the issuance of the Bonds in order to preserve the exclusion of the interest on the Bonds
from gross income for federal income tax purposes. The Issuer has covenanted to comply with all of
these requirements. Failure to comply with certain of these requirements may cause interest on the Bonds
to be included in gross income for federal income tax purposes retroactive to the date of issuance of the
Bonds. The Bonds are "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the
Code, and, in the case of certain financial institutions (within the meaning of Section 265(b)(5) of the
Code), a deduction is allowed for SO percent of that portion of such financial institution's interest,expense
' allocable to interest on the Bonds. We express no opinion regarding other federal tax consequences
arising with respect to the Bonds. - ••••
• ....
• • ••
• 4. The interest on the Bonds is excluded from computation of Kansas •adjust.d n oss • .
income. '., • •
•
• • .
We express no opinion regarding the accuracy, completeness or sufficienly of the Official
Statement or other offering material relating to the Bonds (except to the extent:if an:', stated to the • •
Official Statement). Further, we express no opinion regarding tax consequences arising with ie3pci'4 to
the Bonds other than as expressly set forth in this opinion. ,•••
The rights of the owners of the Bonds and the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights
generally and by equitable principles, whether considered at law or in equity.
This opinion is given as of its date, and we assume no obligation to revise or supplement this
opinion to reflect any facts or circumstances that may come to our attention or any changes in law that
may occur after the date of this opinion. •
GILMORE & BELL, P.C.
•
S