Cancelled Bonds J03U 2001352
REGISTERED REGISTERED
NUMBER R-2 $850,000.00
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
• sash other entity as is requested by an authorized representative of DTC), ANY
•..TiesANSFER• PLEDGE OR OTHER USE HEREOF FOR VALUE OR
•••• OTHERWISE: BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
• •regjstered•dwner hereof,Cede& Co., has an interest herein.
..••i
.▪.<.
•
•• ""• • •• UNITED STATES OF AMERICA
• • •• • STATE OF KANSAS
• COUNTY OF SALINE
• CITY OF SALINA
GENERAL OBLIGATION REFUNDING BOND
SERIES 2010-B
_ Interest Maturity Dated CUSIP:
Rate: 2.000% Date: October 1,2012 Date: October 15,2010 794743 X33
0
Z
m REGISTERED OWNER: CEDE & CO.
} PRINCIPAL AMOUNT: EIGHT HUNDRED FIFTY THOUSAND DOLLARS
IH
2 ' 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
V promises to pay to the Registered Owner shown above, or registered assigns, but solely from the source
Z ill and in the manner herein specified, the Principal Amount shown above on the Maturity Date shown
< Cl) '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
' O ce ilthe Dated Date shown above, or from the most recent date to which interest has been paid or duly
a (provided for, payable semiannually on April 1 and October 1 of each year, commencing April 1, 2011 (the
2 W "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
O maturity or upon earlier redemption to the person in whose name this Bond is registered at the maturity or
m ;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
0 'interest payable on this Bond on any Interest Payment Date shall be paid to the person in whose name this
2 ///,;- ,Bond is registered on the registration books maintained by the Bond Registrar at the close of business on
0 m the Record Date(s) for such interest, which shall be the 15th day (whether or not a business day) of the
m m 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
J03062001353
the case of an interest payment to Cede & Co. or any Owner of$500,000 or more in aggregate principal
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 tu thn;nanner established in the within defined Bond Resolution.
.:etrbnitior►st•Eapitalized terms used herein and not otherwise defined herein shall have the
•• ••••meanings assigne1/4lq Sech terms in the hereinafter defined Bond Resolution.
••••I • Authorixafiee•of Bonds. This Bond is one of an authorized series of Bonds of the Issuer•• desigacd•"General Obligation Refunding Bonds, Series 2010-B," aggregating the principal amount of
••• $7,860,000 (the `Met 8 ") issued for the purposes set forth in the Ordinance of the Issuer authorizing the
issuanee•of the ) enda•and the Resolution of the Issuer prescribing the form and details of the Bonds
(collectively, the "Bond Resolution"). The Bonds are issued by the authority of and in full compliance
with•tke.p'Covisions, restrictions and limitations of the Constitution and laws of the State of Kansas,
including IL.S.A. 10-427 et seq., K.S.A. 65-163d et seq., and Article 12, Section 5 of the Constitution of
the State of Kansas, as amended, and all other provisions of the laws of the State of Kansas applicable
thereto.
General Obligations. The Bonds shall be 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 the 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 full faith, credit and resources of
the Issuer are hereby irrevocably pledged for the prompt payment of the principal of and interest on the
Bonds as the same 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 in the years
2020, and thereafter, will be subject to redemption and payment prior to maturity on October 1, 2019, and
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 to the
date of redemption.
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
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
2
J030622 001354
•
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.
. •,••$Qok-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:cert. cate tttth•r;spect to each date on which the Bonds are stated to mature or with respect to each••• •
• • form of Bonds,fedisted in the nominee name of the Securities Depository, is being issued and required
to be.dalaysited &with the Securities Depository and immobilized in its custody. The book-entry system
••••■ will evidence rsititts held in the Bonds by the Securities Depository's participants, beneficial
• • ...
ownt•rghip•of the Bonds in authorized denominations being evidenced in the records of such participants.
•••. Transfors of ow ,er�stly shall be effected on the records of the Securities Depository and its participants
•purspanttq rules and• rocedures established by the Securities Depository and its participants. The Issuer
and the frond Registrar will recognize the Securities Depository nominee, while the Registered Owner of
this woad 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
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.
3
• J03062001355
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
. facs4>stilt: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 -
• • o •eero jah tr
• • c.. •
. By
•••• • •
• Ma}lopfr
ATTEST:*
.•!.y
•
By:
efv:)FU i` .r •
Cleric LI
•
CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This Bond is one of a series of General Obligation Refunding Bonds, Series 2010-B, of the City
of Salina, Kansas, described in the within-mentioned Bond Resolution.
Registration Date OCT 2 9 2010
Office of the State Treasurer,
Topeka, Kansas,
as Bond Registrar and Paying Agent
B Jd
Registration Number 0322-085-101510-778
4 •
alenialinONSIIMMS111101.
CERTIFICATE OF CLERK
STATE OF KANSAS )
•
SS.
COUNTY OF SALINE )
•• •
• • •
Tic undersigned, Clerk of the City of Salina, Kansas, does hereby certify that the within Bond
has Wet tf& ly registered in my office according to law as of October 15, 2010.
••••
• •
••••
...Wt NE$S my hand and official seal.
•• xg •
• • 1 1010 �y•'_ •• • • By:
Clerk u
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 OCT 2 9 2010,
WITNESS my hand and official seal.
tr -` '
(Seal) By:
Treasurer of the State of Kansas
•
•
•
5
•
• J03062001357
•
BOND ASSIGNMENT
•• FDR VALUE RECEIVED, the undersigned do(es)hereby sell, assign and transfer to
• • •
• ••
....
.... • (Name and Address)
•
. .
• • •••• • (Social Security or Taxpayer Identification No.)
•
0••
•
the Bend to wl=ict tlis assignment is affixed in the outstanding principal amount of $
standilin the name of the undersigned on the books of the Bond Registrar. The undersigned do(es)
hereby irr;vocably constitute and appoint as agent to transfer said Bond on the
boots In:lid 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
6
• J03062001358
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
.... • •
•
GoveliThig. Body
City pf fiaina, Kansas
George IC. Baum& Company
Kansas City,Missouri
Re: $7,860,000 General Obligation Refunding Bonds, Series 2010-B, of the City of
Salina,Kansas, Dated October 15, 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.
7
sliliSSMFMrMI111/11101.I
J03062001359
•
3. The interest on the Bonds (including any original issue discount properly allocable to an
owner of a Bond) 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
Interpal $evenue Code of 1986, as amended (the "Code"), that must be satisfied subsequent to the
issuance&the Bonds in order to preserve the exclusion of the interest on the Bonds from gross income
for fccLcr t income tax purposes. The Issuer has covenanted to comply with all of these requirements.
•••• Failufe to•comp9 wcik 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 *41frited tak-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
•• allowwfl•ibr 80 percent of that portion of such financial institution's interest expense allocable to interest
• • on the'bonds. l7e express no opinion regarding other federal tax consequences arising with respect to the
Bondi••••
•
• 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.
8
J0302'001 ..
REGISTERED REGISTERED
NUMBER R -1 $500,000.00
Unless this certificate is presented by an.wuihorized r0ifesen*tfitive •of The
Depository Trust Company, a New York Corporation ( "DTC "), to the Issuer or its
agent for registration of transfer, exchange or paymentrane ny coMificate issued is
registered in the name of Cede & Co. or in such otl;ergamL as ,t requested by an
authorized representative of DTC (and any paymenti0nad'e to'G@Je & Co. or to
such other entity as is requested by an authorized representative lof 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
COUNTY OF SALINE
xCITY OF- SALINA3
GENERAL OBLIGATION REFUNDING BOND
SERIES 2010 -B
Interest Maturity Dated CUSIP:
Rate: 0.500% Date: October 1, 2011 Date: October 15, 2010 794743 X25
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: FIVE HUNDRED 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), tiont
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 I 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
BOND IMPORTANT BOND
9158 (3107) BOOK ENTRY SECURITY r
4 ,71�
the case of an interest payment to Cede & Co. or any Owner of S500 000 or more'in aggregate principal
amount of Bonds, by electronic transfer to such Owner pporq%ittei;; ptVw gives; to4e Bond Registrar
by such Registered Owner, not less than 15 days prior to tAe I:edot'd Oa?e fer such?nteiist, containing the
electronic transfer instructions including the bank, ABAiou ?ing nun er•lnd ac'd81n1{fiumber 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 tear, watke i�espgetive dates of payment
thereof, is legal tender for the payment of public and private delxa.. Interest;tot:punctually paid will be
paid in the manner established in the within defined Bond Resoltttvyt.
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 Refunding Bonds, Series 2010 -B," aggregating the principal amount of
$7,860,000 (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
(collectively, 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. 65 -163d et seq., and Article 12, Section 5 of the Constitution of
the State of Kansas, as amended, and all other provisions of the laws of the State of Kansas applicable
thereto.
General Obligations. The Bonds shall be 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 the Improvements and, if not so paid, from ad valorem taxes which maybe 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 ]imits of the Issuer. The full faith, credit and resources of
the Issuer are hereby irrevocably pledged for the prompt payment of the principal of and interest on the
Bonds as the same become due.
Redemption Prior to Naturity. The Bonds are subject to redemption prior to maturity, as
follows
Optional Redemption. At the option of the Issuer, Bonds maturing on October 1 in the years
2020, and thereafter, will be subject to redemption and payment prior to maturity on October 1, 2019, and
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 tithe, at the
redemption price of 100% (expressed as a percentage of the principal amount), plus accrued interest to the
date of redemption.
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
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
J030.4i2001345
;•,
,•.::•.
the case of an interest payment to Cede & Co. or any Owner of S500 000 or more'in aggregate principal
amount of Bonds, by electronic transfer to such Owner pporq%ittei;; ptVw gives; to4e Bond Registrar
by such Registered Owner, not less than 15 days prior to tAe I:edot'd Oa?e fer such?nteiist, containing the
electronic transfer instructions including the bank, ABAiou ?ing nun er•lnd ac'd81n1{fiumber 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 tear, watke i�espgetive dates of payment
thereof, is legal tender for the payment of public and private delxa.. Interest;tot:punctually paid will be
paid in the manner established in the within defined Bond Resoltttvyt.
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 Refunding Bonds, Series 2010 -B," aggregating the principal amount of
$7,860,000 (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
(collectively, 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. 65 -163d et seq., and Article 12, Section 5 of the Constitution of
the State of Kansas, as amended, and all other provisions of the laws of the State of Kansas applicable
thereto.
General Obligations. The Bonds shall be 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 the Improvements and, if not so paid, from ad valorem taxes which maybe 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 ]imits of the Issuer. The full faith, credit and resources of
the Issuer are hereby irrevocably pledged for the prompt payment of the principal of and interest on the
Bonds as the same become due.
Redemption Prior to Naturity. The Bonds are subject to redemption prior to maturity, as
follows
Optional Redemption. At the option of the Issuer, Bonds maturing on October 1 in the years
2020, and thereafter, will be subject to redemption and payment prior to maturity on October 1, 2019, and
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 tithe, at the
redemption price of 100% (expressed as a percentage of the principal amount), plus accrued interest to the
date of redemption.
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
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
i
J03062001346 ••
address maintained on the Bond Register, such notice to be given by mailini an official notice of
redemption by first class mail at least 30 days prior to thi;:-edchjptior; duto: Notie4 ofnidemption having
been given as aforesaid, the Bonds or portions of Bonds :o bere9e;.n,d shall, ob the: redemption date,
become due and payable at the redemption price therein4pecified, anti fibh and a$er such date (unless
the Issuer defaults in the payment of the redemption price), such Bonds or potions of Bonds shall cease
to bear interest. •• .••.
Book -Entry System. The Bonds are being issued by Sveans 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
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.
3
J03061 00M7
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 ofNiis BEnd•Stave beenfjoperly done and
performed and do exist in due and regular form and manner as *vequpregl by the CBnstimtion and laws of
the State of Kansas, and that the total indebtedness of thu ;asuer, inchr&iVtAis ser'ies'of•bonds, does not
exceed any constitutional or statutory limitation.
..
IN WITNESS WHEREOF, the Issuer has caused this 3bnd td be executed by the manual or
facsimile signature of its Mayor and attested by the manual or facsirrule sxgnatur of its Clerk, and its seal
to be affixed hereto or imprinted hereon.
CITY OF SALINA, KANSAS
°1 ieTo
Y
ATTEST: di
By: .,
Clerk t'
CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This Bond is one of a series of General Obligation Refunding Bonds, Series 2010 -13, of the City
of Salina, Kansas, described in the within- mentioned Bond Resolution.
Registration Date
OCT 2 9 2010
Registration Number 0322 -055- 101510 -778
Office of the State Treasurer,
Topeka, Kansas,
as Bond Registrar and paying Agent
4
J0306i
J0306200130
BOND ASSIGNMENT
... ..... ..
FOR VALUE RECEIVED, the undersigned do(es) hereby;gjl, aiienImLransfer 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 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:
By
6
J030ki? 001350 „ , „
LEGAL Ori1I0%:,:
... ......
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 oriWARNsSWle and•delivery of such Bonds:
GILMORE & BELL, RC.
Attorneys at Law
2405 Grand Boulevard
Suite 1100
Kansas City, Missouri 64105
Governing Body
City of Salina, Kansas
George K. Baum & Company
Kansas City, Missouri
Re: S7,860,000 General Obligation Refunding Bonds, Series 2010 -13, of the City of
Salina, Kansas, Dated October 15, 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.
? 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 maybe 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 leery the principal and interest coming
due on the Bonds to the extent that necessary funds are not provided from other sources.
J0306,2MO1351 .• • ••
.. .. ......
3. The interest on the Bonds (including any original issue discount properly allocable to an
owner of a Bond) is excluded from gross income for fede1'al idrome�45a, pi:rposesj httirest on the Bonds
is not an item of tax preference for purposes of the TeArat alt*r jatije min4tmna tax imposed on
individuals and corporations but is taken into account 4Cetennining adltfsted 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 lssprrec"Dt� NOn.all requirements of the
Internal Revenue Code of 1956, as amended (the "Code "), thdf musC be fatiified 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(6)(5) of the Code), a deduction is
allowed for 50 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.
GIUMORE & BELL, P.C.
8
1-
.J03.U2001360 77$
REGISTERED REGISTERED
NUMBER R-3 $925,000.00
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.
UNITED STATES OFAMERICA
STATE OF KANSAS
COUNTY OF SALINE
CITY OF SALINA ,
GENERAL OBLIGATION REFUNDING BOND :"'•'
SERIES 2010-B '•'•
Interest . Maturity Dated USIP�;„' •':
Date: October 1, 2013 Date: October 15,2010 ••••'✓9474jX4.1 �•'••
� hate: 2.000/1 �•• •,,,,,
Z
REGISTERED OWNER: CEDE & CO. ”" :•••:•
PRINCIPAL AMOUNT: NINE HUNDRED TWENTY-FIVE THOUSAND DOLLAR%...:
KNOW 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
Z W promises to pay to the Registered Owner shown above, or registered assigns, but solely from the source
Q U) 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
IL the Dated Date shown above, or from the most recent date to which interest has been paid or duly
Wprovided for, payable semiannually on April I and October I of each year, commencing April 1, 2011 (the
Y "Interest Payment Dates"), until the Principal Amount has been paid.
0 Method and Place of Payment. The principal or redemption price of this Bond shall be paid at
CD 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 o£this Bond at the principal office of the
0 Treasurer of' the State of Kansas, Topeka. Kansas (the "Paying Agent" and "Bond Registrar"). The
Z o interest payable on this Bond on any Interest Payment Date shall be paid to the person in whose name this
Q W Bond is registered on the registration books maintained by the Bond Registrar at the close of business on
m 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
i
the case of an interest payment to Cede & Co. or any Owner of$500,000 or more in aggregate principal
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 terns used herein and not otherwise defined herein shall have the
meanings assigned to such tenors 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 Refunding Bonds, Series 2010-B," aggregating the principal amount of
$7,860,000 (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
(collectively, 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. 65-163d et seq., and Article 12, Section 5 of the ConstilitjIg of
the State of Kansas, as amended, and all other provisions of the laws of the State of Kansas dpplicable
thereto.
General Obligations. The Bonds shall be general obligations of the Issuet`pa}*able as,1a both
principal and interest in part from special assessments levied upon the property bliefitedw-6+k the
construction of the Improvements and, if not so paid, from ad valorem taxes which may bL levie�,wjjhout
limitation as to rate or amount upon all the taxable tangible property, real and p�"nal, stithin the
territorial limits of the Issuer. The balance of the principal and interest on the Bongs is Iiayable from ad '....'
valorem taxes which may be levied without limitation as to rate or amount upon all t}te taxabl;tnn eble
property, real and personal, within the territorial limits of the Issuer. The full faith, credit and resqurcei of
the Issuer are hereby irrevocably pledged for the prompt payment of the principal of and interest,5a2he
Bonds as the same 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 I in the years
2020, and thereafter, will be subject to redemption and payment prior to maturity on October I, 2019, and
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 to the
date of redemption.
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
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
2
J03062001362
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 priudi}al,
interest and any redemption premium payments to participants of the Securities Depository, ands transfer
of principal, interest and any redemption premium payments to beneficial owners of the Bps•by
participants of the Securities Depository will be the responsibility of such participants a:d other nominees
of such beneficial owners. The Issuer and the Bond Registrar will not be responsible or liable fersu ch
transfers of payments or for maintaining, supervising or reviewing the recordg,pljiotained-If the
Securities Depository, the Securities Depository nominee, its participants or persons actnt- thrdtghfiuch ......
participants. While the Securities Depository nominee is the owner of this Bond,*"withstanding the
provision hereinabove contained, payments of principal of. redemption premium, ify,5nd iyteregt on •"'
this Bond shall be made in accordance with existing arrangements among the Issuer, the Bond W&Mstrar
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 NONHNEE 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 th'2 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
propose 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.
3
J03062001363
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 NNIHEREOF, 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
ti(awuu!WCO {{{�QQQ
B J
y
ATTEST: l ayo
f
Clerk
i .,:. .
CERTIFICATE OF AUTHENTICATION AND REGISTRATION ••••••
This Bond is one of a series of General Obligation Refunding Bonds, Series.19 0-B, c f.rg;(�ity
of Salina,Kansas, described in the within-mentioned Bond Resolution.
-OCT 2 g 2010 c
Registration Date
Office of the State Treasurer,
Topeka, Kansas,
as Bond Registrar and Paying Agent
Registration Number 0322-085-101510-775
4
J03062001364
CERTIFICATE OF CLERK
STATE OF KANSAS )
SS.
COUNTY OF SALINE 1
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 lays as of October 15, 2010.
WITNESS my hand and official seal.
sLJ Clerk
CERTIFICATE Of STATE TREASURER
OFFICE OF THE TREASURER, STATE OF KANSAS
O J 000 0
„ o 0
DENNIS MCKINNEY, Treasurer of the State of Kansas, does hereby certify that a trans'er"U of
the proceedings leading up to the issuance of this Bond has been filed in the office of=CteState Treasurer, 000"0
and that this Bond was registered in such office according to law on OrT 9 4 201a7 a ,�
°
. ' JJOO'
.
WITNESS my hand and official seal. %..,So
(Seal) By:
Treasurer of the State of Kans0a�s
5
f
J03062001366
LEGAL OPINION
i
The following is a true and correct copy of the'�ipproving 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 64105
i
Governing Body
City of Salina; Kansas
George K. Baum&Company
Kansas City, Missouri •• •••• ......
Re: S7.860,000 General Obligation Refunding Bonds, Series 2010-B, of thl City•gf••,•
Salina, Kansas, Dated October 15, 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 hA? examinU-tite•law
and the certified proceedings, certifications and other documents that we deem necessary to repder•this
opinion. Capitalized terms not otherwise defined herein shall have the meanings ascribed the?ato irithe
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.
7
J0H6 2001367
3. The interest on the Bonds (including any original issue discount properly allocable to an
owner of a Bond) 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 adjusied gross
income.
We express no opinion regarding the accuracy, completeness or sufficienQe of the•Clf2icial ......
Statement or other offering material relating to the Bonds (except to the extent 41 any, stateii•pi the ••••
Official'Statement). Further, we express no opinion regarding tax consequences arising with f4w.41 to •':••.
the Bonds other than as expressly set forth in this opinion.
...... .....
. ...... ......
.... ......
The rights of the owners of the Bonds and the enforceability thereat maybe limit1d by •....�
bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting•creditcjsi O'ghts
generally and by equitable principles, whether considered at law or in equity.
. .
09 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.
GIUMORE S BELL, P.C.
8
Ij •_
sena
J03062001•368 7 7$
REGISTERED REGISTERED
NUMBER R-4 925;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.
•
UNITED STATES OF AMERICA •
STATE OF KANSAS ••,• :
COUNTY OF SALINE •
. .
GENERAL OBLIGAT UNDING BOND ,� )'
SERIES 2010-B
• :
•.•• ,
Interest Maturity Dated CUSLE:•
Rate: 2.000'%, Date: October 1, 2014 Date: October 15, 2010 X794743 X58
0
REGISTERED OWNER: CEDE & CO.
O
CO
PRINCIPAL AMOUNT: NINE HUNDRED TWENTY-FIVE THOUSAND DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS: That the City of Salina, in the County of
2 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
Z W above, unless called for redemption prior to said Maturity Date, and to pay interest thereon at the Interest
Q U) 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
i O IX . provided for, payable semiannually on April 1 and October 1 of each year, commencing April 1, 2011 (the
d z "Interest Payment Dates"), until the Principal Amount has been paid.
• LJJ Method and Place of Payment. The principal or redemption price of this Bond shall be paid at
Omaturity or upon earlier redemption to the person in whose name this Bond is registered at the maturity or
O redemption date thereof, upon presentation and surrender of this Bond at the principal office of the
CO 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
z o the Record Date(s) for such interest, which shall be the 15th day (whether or not a business day) of the
O m calendar month next preceding the Interest Payment Date. Such interest shall be payable (a) by check or
CO • 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
J030 X11•∎
the case of an interest payment to Cede & Co. or any Owner of 5500,000 or more in aggregate principal
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 tliali t er
designated "General Obligation Refunding Bonds, Series 2010-B," aggregating the principal arnopm of
57.860.000 (the "Bonds") issued for the purposes set forth in the Ordinance of the Is_Kuer.authori,ijt�•rre
issuance of the Bonds and the Resolution of the Issuer prescribing the form and iloril:of the Bonds
(collectively, the "Bond Resolution"). The Bonds are issued by the authority of and in 41.11 coptpkance ••
with the provisions, restrictions and limitations of the Constitution and laws of thtu.Sttte of I':MSas. - • •
including K.S.A. 10-427 et seq., K.S.A. 65-163d et seq., and Article 12, Section 5 of the Const5Vti&.of
the State of Kansas; as amended, and all other provisions of the laws of the State o?K2p sas applicable
•
•
thereto. ••••
General Obligations. The Bonds shall be general obligations of the Issuer payable as p•hoth
principal and interest in pan from special assessments levied upon the property benefited'tty the
construction of the 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 full faith, credit and resources of
the Issuer are hereby irrevocably pledged for the prompt payment of the principal of and interest on the
Bonds as the same become due.
Redemption Prior to Maturity. The Bonds are subject to redemption prior to maturing as
follows:
Optional Redemption. At the option of the Issuer. Bonds maturing on October 1 in the years
2020; and thereafter, will be subject to redemption and payment prior to maturity on October 1, 2019, and
thereafter, as a whole or in pan (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 to the
date of redemption.
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
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
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J03062001310 .
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, brientral
ownership of the Bonds in authorized denominations being evidenced in the records of such partieipan�s.
Transfers of ownership shall be effected on the records of the Securities Depository 2reits partk pat is
pursuant to rules and procedures established by the Securities Depository and its parkilladts. The Issuer • •
and the Bond Registrar will recognize the Securities Depository nominee, while the Registered Ot.4fet.of
this Bond, as the owner of this Bond for all purposes, including (i) payments tfPptlicipal of and • •
redemption premium, if any, and interest on, this Bond, (ii)notices and (iii) voting. Transfer of i!lnttpal,
interest and any redemption premium payments to participants of the Securities Deposto y, and transfer ,
of principal, interest and any redemption premium payments to beneficial owne&•tff 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 fdf Stich
transfers of payments or for maintaining, supervising or reviewing the records maintained.liy 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.
. . e
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
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.
.3
J03062001371
•
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.
LN 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.
nF- . CITY OF SALLNA,KANSAS
oI 1870 LEI 'i firi -- •
• ••••••
B\' VV{{// ••
••
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ATTEST:
\favor •••• •••
.....! • •
tt ; f 1 h •
.... '....'.
• Clerk `U
•
•...
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CERTIFICATE OF AUTHENTICATION AND ND•REGISTRATION
This Bond is one of a series of General Obligation Refunding Bonds, Series 2010-B, of the City
of Salina.Kansas, described in the within-mentioned Bond Resolution.
Registration Date OCT 2 9 2010
Office of the State Treasurer,
Topeka, Kansas,
as Bond Registrar a nd Paying Agent
B2: :L,±
Registration Number 0322-055-101510-775
4
J03062001372 •
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 October 15, 2010.
WITNESS my hand and official seal. •
-`v(OF s; t '1 i
s°1 ,era J B :
*cis;
•• •Clerk• ••••
••••
• •. •
CERTIFICATE OF STATE TREASURER
•
.... ••••
OFFICE OF THE TREASURER; STATE OF KANSAS
••••
DENNIS MCKLNNEY, Treasurer of the State of Kansas, does hereby certify that a trarseript 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 on 2 9 2010 .
WITNESS my hand and official seal.
(Seal) .oU By: V.4
• Treasurer of the State of Kans
•
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attnail
• J03062001373
•
11 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 cif S
standing in the name of the undersigned on the books of the Bond Registrar. The undo rsignal.ia(es)
hereby irrevocably constitute and appoint as agent to transfer. d Borrt7 on the • .
books of said Bond Registrar with full power of substitution in the premises. •
Dated
Name
....
• Social Security or
Taxpayer Identification,No.rl 4 �
Signature(Sign here exactly as name(s)
appear on the face of Certificate)„o
dir
• Signature guarantee:
By •
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• 6
1
J 30 062001314 •
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 • - •
••.•
George K. Baum& Company
Kansas City, Missouri •
•
••••
•
Re: 57,560,000 General Obligation Refunding Bonds, Series 2010-B, of the City M.'•
Salina, Kansas, Dated October 15, 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 capaciry, 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.
7
J03062001375
•
3. The interest on the Bonds (including any original issue discount properly allocable to an
owner of a Bond) 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. ar�d.w she
case of certain financial institutions (within the meaning of Section 265(b)(5) of the Code), a dedtl ttgn is
allowed for S0 percent of that portion of such financial institution's interest expensitllocable t&.iaierest
on the Bonds. We express no opinion regarding other federal tax consequences arising %tiy>t respect to the . .
Bonds. .'•
• .... •
4. The interest on the Bonds is excluded from computation of Kansas•a• djusj itross
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, statecC.m..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. Y.C.
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