Cancelled Bonds 811182 020- 4{ 1
a5
REGISTERED REGISTERED
NUMBER R-1 $340,000.00
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
TAAiSFER,.POIyDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
AN,Y PERSO140 WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
....''
••••. '- UNITED STATES OF AMERICA
• STATE OF KANSAS
•„. COUNTY OF SALINE
CITY-OF SALINA _
• WATER AND SEWAGE SYSTEM REVENUE BOND
SERIES 2011 '
Interest Maturity Dated CUSIP: —-
Rate: 2.000% Date: October 1, 2012 Date: April 15, 2011 794811 JZ3
REGISTERED OWNER: CEDE& CO.
PRINCIPAL AMOUNT: THREE HUNDRED FORTY 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 October 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 Series 2011 Bond
shall be paid at maturity or upon earlier redemption to the person in whose name this Series 2011 Bond is
registered at the maturity or redemption date thereof, upon presentation and surrender of this Series 2011
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 Series 2011 Bond on any Interest Payment Date shall
be paid to the person in whose name this Series 2011 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 any
Registered Owner of$500,000 or more in aggregate principal amount of Series 2011 Bonds,by electronic
transfer to such Registered Owner upon written notice given to the Bond Registrar by such Registered
BOND IMPORTANT BOND
BOOK ENTRY SECURITY I
1 91581310]1 ,
B11162 020627
•
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
Series 2011 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
mgantdgs as sigtntfllo such terms in the hereinafter defined Bond Resolution.
..... r Authorization of Series 2011 Bonds. This Series 2011 Bond is one of an authorized series of
••••• bonds cif the Wit?tlesignated"Water and Sewage System Revenue Bonds, Series 2011," aggregating the
""• priiitiaa amount of $16,120,000 (the "Series 2011 Bonds") issued for the purposes set forth in the
• Ordinance of glre•Isster authorizing the issuance of the Series 2011 Bonds and the Resolution of the Issuer
pre5crjbing the•fortn and details of the Series 2011 Bonds (collectively the "Bond Resolution"). The
Setie,s.36 11 Bonds are issued by the authority of and in full compliance with the provisions, restrictions
and liipithtions of the Constitution and laws of the State of Kansas, including K.S.A. 10-1201 et seq., as
amended,'and all other provisions of the laws of the State of Kansas applicable thereto.
Special Obligations. The Series 2011 Bonds are special obligations of the Issuer payable solely
from, and secured as to the payment of principal and interest by a pledge of, the Net Revenues, and the
. taxing power of the Issuer is not pledged to the payment of the Series 2011 Bonds either as to principal or
interest. The Series 2011 Bonds shall not be or constitute a general obligation of the Issuer, nor shall they
constitute an indebtedness of the Issuer within the meaning of any constitutional, statutory or charter
provision, limitation or restriction. Under the conditions set forth in the Bond Resolution, the Issuer
has the right to issue additional System Indebtedness payable from the same source and secured by the
Revenues on a parity with said Revenues;provided, however, that such additional System Indebtedness
may be so issued only in accordance with and subject to the covenants, conditions and restrictions
• relating thereto set forth in the Bond Resolution.
The Issuer hereby covenants and agrees with the Registered Owner of this Series 2011 Bond that
it will keep and perform all covenants and agreements contained in the Bond Resolution, and will.fix,
establish, maintain and collect such rates, fees and charges for the use and services furnished by or
through the System, as will produce Net Revenues sufficient to pay the costs of operation and
maintenance of the System, pay the principal of and interest on the Series 2011 Bonds as and when the
same become due, and provide reasonable and adequate reserve funds. Reference is made to the Bond
Resolution for a description of the covenants and agreements made by the Issuer with respect to the
collection, segregation and application of the Revenues,the nature and extent of the security for the Series
2011 Bonds, the rights, duties and obligations of the Issuer with respect thereto, and the rights of the
Registered Owners thereof.
Redemption Prior to Maturity. The Series 2011 Bonds are subject to redemption prior to
maturity, as follows:
Optional Redemption. At the option of the Issuer, the Series 2011 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, or thereafter, as a whole or in part (selection of maturities and the amount of Series 2011 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.
2
811162 020628
Mandatory Redemption. (a) 2024 Term Bonds. Each of the Series 2011 Bonds maturing on
October 1, 2024 (the "2024 Term Bonds") shall also be subject to mandatory redemption and payment
prior to maturity, 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.
(b) 2031 Term Bonds. Each of the Series 2011 Bonds maturing on October 1, 2031 (the "Term
gondsb shall also be subject to mandatory redemption and payment prior to maturity, pursuant to the
raacitption olvd'.le set forth in the Bond Resolution at the Redemption Price of 100% (expressed as a
•••• percentage of tbpiincipal amount),plus accrued interest thereon to the Redemption Date.
...... . 'Redeirpltdh Denominations. Whenever the Bond Registrar is to select Series 2011 Bonds for
• .. tleWrrpose di redemption, it shall, in the case of Series 2011 Bonds in denominations greater than a
.....
min imum Authorizeil Denomination, if less than all of the Series 2011 Bonds then Outstanding are to be
• .. callifor redemption, treat each minimum Authorized Denomination of face value of each such Series
201J.Bond as though it were a separate Series 2011 Bond in the denomination of a minimum Authorized
Denon}igation.
•
• 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 Series 2011 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 Series 2011 Bonds or portions of Series 2011 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 Series 2011 Bonds or portions of Series 2011 Bonds shall cease to bear interest.
Book-Entry System. The Series 2011 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 certificate with respect to each date on which the Series 2011 Bonds are stated to mature or with
respect to each form of Series 2011 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 Series 2011 Bonds by the Securities
Depository's participants, beneficial ownership of the Series 2011 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 Series 2011 Bond, as the owner of this
Series 2011 Bond for all purposes, including (i) payments of principal of, and redemption premium, if
any, and interest on,this Series 2011 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 Series 2011 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 Series 2011 Bond,
notwithstanding the provision hereinabove contained, payments of principal of, redemption premium, if
any, and interest on this Series 2011 Bond shall be made in accordance with existing arrangements among
the Issuer,the Bond Registrar and the Securities Depository.
3
811162 020629
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 Series 2011 Bond may be transferred or exchanged, as provided in
tlre•$ohd Resolution, only on the Bond Register kept for that purpose at the principal office of the Bond
Registrar, upon surrender of this Series 2011 Bond together with a written instrument of transfer or
auslteriyation for ea change satisfactory to the Bond Registrar duly executed by the Registered Owner or •
•••• the Jtegistereel•Qeder s duly authorized agent, and thereupon a new Series 2011 Bond or Series 2011
....t Bonds in any Authorized Denomination of the same maturity and in the same aggregate principal amount
be issued.to•ttle transferee in exchange therefor as provided in the Bond Resolution and upon
••••t paylfieft.of the charges therein prescribed. The Issuer shall pay all costs incurred in connection with the
"'• issuta , paynteme d initial registration of the Series 2011 Bonds and the cost of a reasonable supply of
'bond.bJ3nks. 'flee Issuer and the Paying Agent may deem and treat the person in whose name this Series
201.1.11a-id is registered on the Bond Register as the absolute owner hereof for the purpose of receiving
payment•Qf, or on account of, the principal or redemption price hereof and interest due hereon and for all •
otherpurlloses. The Series 2011 Bonds are issued in fully registered form in Authorized Denominations.
Authentication. This Series 2011 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 Series 2011 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, that the total indebtedness of the Issuer, including this series of bonds, does not
exceed any constitutional or statutory limitation, and that provision has been duly made for the collection
and segregation of the Revenues of the Water and Sewage System (the "System") and for the application
of the same as provided in the hereinafter defined Bond Resolution.
IN WITNESS WHEREOF, the Issuer has caused this Series 2011 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.
etoF K
CITY OF SALINA, KANSAS
AS
Icy
Mayor
ATTEST:
Clerk G/
•
4 .
•
811162020630
•
•
CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This Series 2011 Bond is one of a series of Water and Sewage System Revenue Bonds, Series
2011, of the City of Salina,Kansas,described in the within-mentioned Bond Resolution.
Roiistr�pon Date APR 2 9 2011
00000 ". Office of the State Treasurer,
••••• • ••••• Topeka, Kansas,
••••• • as Bond Registrar and Paying Agent
.•••••
•
:::.. ••.•.G.A• • ..•• •• • • By � Lby F4111.••• • •
•••••
Regii!ra!ion Number 0322-085-041511-950
•
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 Series
2011 Bond has been duly registered in my office according to law as of April 15, 2011.
WITNESS my hand and official seal.
OF
Clerk
CERTIFICATE OF STATE TREASURER
OFFICE OF THE TREASURER, STATE OF KANSAS
RON ESTES, Treasurer of the State of Kansas, does hereby certify that a transcript of the
proceedings leading up to the issuance of this Series 2011 Bond has been filed in the office of the State
Treasurer, and that this Series 2011 Bond was registered in such office according to law on
APR 2;9 9011
WITNESS my hand and official seal. 1St At
(Seal) By:
Treasurer of the State of Kansas
•
• 5 . _
•
B11162020631
•
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.Strip 2011 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
undere3igjed do(es) hereby irrevocably constitute and appoint as agent to
transfer said Series 2011 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
B11162020632
•
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 Series
213•1•1 fonds:
• GILMORE&BELL,P.C.
•• • . AttomeysatLaw
•...•• '•••• 2405 Grand Boulevard
• • Suite 1100
••"" • .....
Kansas City,Missouri 64108-2521
• •
.. • . • ••
• • • •
...... .•.••
......
Governing Body Morgan Keegan& Co., Inc.
City of Salina, Kansas Memphis,Tennessee
Re: $16,120,000 Water and Sewage System Revenue Bonds, Series 2011, of the City
of Salina,Kansas, Dated April 15, 2011
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 "Series 2011 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.
The Series 2011 Bonds have been authorized pursuant to an Ordinance and Resolution adopted by
the governing body of the Issuer (collectively, the "Bond Resolution"). Capitalized terms used and not
otherwise defined in this opinion shall have the meanings assigned to those terms in the Bond Resolution.
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 Issuer is a city of the first class with power to adopt the Bond Resolution, perform
the agreements on its part contained therein, and issue the Series 2011 Bonds.
2. The Series 2011 Bonds have been duly authorized, executed and delivered by the Issuer
and are valid and legally binding special obligations of the Issuer.
3. The Series 2011 Bonds are payable solely from the Net Revenues derived by the Issuer
from the operation of the System. The Series 2011 Bonds do not constitute general obligations of the Issuer
and do not constitute an indebtedness of the Issuer within the meaning of any constitutional or statutory
7
B11162 020633
provision, limitation or restriction. The taxing power of the Issuer is not pledged to the payment of the
Series 2011 Bonds.
4. The Bond Resolution has been duly adopted by the Issuer and constitutes a valid and
legally binding obligation of the Issuer enforceable against the Issuer. The Bond Resolution creates a valid
lien on the Net Revenues and other funds pledged by the Bond Resolution for the security of the Series
2t?ll Donds on a parity with any Parity Bonds issued or to be issued,as provided in the Bond Resolution.
• ••
•
•••••: 5. .•"Me interest on the Series 2011 Bonds (including any original issue discount properly
•
••••• allocable to 5n•ewner of a Series 2011 Bond) is excluded from gross income for federal income tax
•
p;Fpoi4s. Interest on the Series 2011 Bonds is not an item of tax preference for purposes of the federal
alternative m47triurn tax imposed on individuals and corporations but is taken into account in determining
•••S•• adjur t current e pings for the purpose of computing the alternative minimum tax imposed on certain
•• corporations. fit of inions set forth in this paragraph are subject to the condition that the Issuer comply
•
with•al4•requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be
satiaRCG subsequent to the issuance of the Series 2011 Bonds in order to preserve the exclusion of the
•
interast•vit the Series 2011 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 Series 2011 Bonds to be included in gross income for federal
income tax purposes retroactive to the date of issuance of the Series 2011 Bonds. The Series 2011 Bonds
have not been designated as "qualified tax-exempt obligations" for purposes of Section 265(b) of the
Code. We express no opinion regarding other federal tax consequences arising with respect to the Series
2011 Bonds.
6. The interest on the Series 2011 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 Series 2011 Bonds (except to the extent, if any, stated
. in the Official Statement). Further, we express no opinion regarding the perfection or priority of the lien
on the Net Revenues or other funds pledged under the Bond Resolution or tax consequences arising with
respect to the Series 2011 Bonds other than as expressly set forth in this opinion.
The rights of the owners of the Series 2011 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
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• B11162020642 ".
REGISTERED REGISTERED Q 9
NUMBER R-3 $630,000.00
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
CITY OF SALI\'A ,
WATER AND SEWAGE SYSTEM REVENUE BOND
SERIES2011 ••••
• •
Interest Maturity Dated .CUSI41.;.•• •
Rate: 2.000% Date: October 1, 2014 Date: April 15, 2011 .i948 ' 4
. ...
....
REGISTERED OWNER: CEDE & CO. •••• •
PRINCIPAL AMOUNT: SIX HUNDRED THIRTY 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 October 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 Series 2011 Bond
shall be paid at maturity or upon earlier redemption to the person in whose name this Series 2011 Bond is
registered at the maturity or redemption date thereof, upon presentation and surrender of this Series 2011
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 Series 2011 Bond on any Interest Payment Date shall Yr
be paid to the person in whose name this Series 2011 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 any
Registered Owner of 5500,000 or more in aggregate principal amount of Series 2011 Bonds,by electronic /
transfer to such Registered Owner upon written notice given to the Bond Registrar by such Registered/
BOND IMPORTANT BOND -
9158131071 BOOK ENTRY SECURITY
•
81116 020643 ° ' .•
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
Series 2011 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 Series 2011 Bonds. This Series 2011 Bond is one of an authorized series of
bonds of the Issuer designated "Water and Sewage System Revenue Bonds, Series 2011," aggregating the
principal amount of S16,120,000 (the "Series 2011 Bonds") issued for the purposes set forth in the
Ordinance of the Issuer authorizing the issuance of the Series 2011 Bonds and the Resolution of the Issuer
prescribing the form and details of the Series 2011 Bonds (collectively the "Bond Resolution"). The
Series 2011 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. 10-1201 pst.jr, as
amended, and all other provisions of the laws of the State of Kansas applicable thereto.
•Special Obligations. The Series 2011 Bonds are special obligations of the Jvsuej payablesolely ••••
from, and secured as to the payment of principal and interest by a pledge of, the Net Revenues' .tttl.the
taxing power of the Issuer is not pledged to the payment of the Series 2011 Bonds oil/lei-sad-3 w2s to pri)cj3al or
interest. The Series 2011 Bonds shall not be or constitute a general obligation of the Issuer, norj011•rhey
• constitute an indebtedness of the Issuer within the meaning of any constitutionaj?Sthtutory or charter
provision, limitation or restriction. Under the conditions set forth in the Bond Rese tion, the Issuer
has the right to issue additional System Indebtedness payable from the same source and secured by the
Revenues on a parity with said Revenues;provided, however, that such additional System Indebledttess
may be so issued only in accordance with and subject to the covenants, conditions and restrictions
relating thereto set forth in the Bond Resolution.
The Issuer hereby covenants and agrees with the Registered Owner of this Series 2011 Bond that
it will keep and perform all covenants and agreements contained in the Bond Resolution, and will fix,
establish, maintain and collect such rates, fees and charges for the use and services furnished by or
through the System, as will produce Net Revenues sufficient to pay the costs of operation and
maintenance of the System, pay the principal of and interest on the Series 2011 Bonds as and when the
same become due, and provide reasonable and adequate reserve funds. Reference is made to the Bond
Resolution for a description of the covenants and agreements made by the Issuer with respect to the
collection, segregation and application of the Revenues, the nature and extent of the security for the Series
2011 Bonds, the rights, duties and obligations of the Issuer with respect thereto, and the rights of the
Registered Owners thereof.
Redemption Prior to Maturity. The Series 2011 Bonds are subject to redemption prior to — r
maturity, as follows: r G
Optional Redemption. At the option of the Issuer, the Series 2011 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, or thereafter, as a whole or in part (selection of maturities and the amount of Series 2011 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. J
j
B11162020644'
11162 020644 • • •
Mandatory Redemption. (a) 2024 Term Bonds. Each of the Series 2011 Bonds maturing on
October 1, 2024 (the "2024 Term Bonds") shall also be subject to mandatory redemption and payment
prior to maturity, 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.
(b) 2031 Term Bonds. Each of the Series 2011 Bonds maturing on October 1, 2031 (the "Term
Bonds") shall also be subject to mandatory redemption and payment prior to maturity, 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 Series 2011 Bonds for
the purpose of redemption, it shall, in the case of Series 2011 Bonds in denominations Beater than a
minimum Authorized Denomination, if less than all of the Series 2011 Bonds then Outstanding are to be
called for redemption, treat each minimum Authorized Denomination of face value of each such Series
2011 Bond as though it were a separate Series 2011 Bond in the denomination of a minimum Authorized
Denomination.
....
Notice of Redemption. Notice of redemption, unless waived, shall be given by the 'Alto 46 the
State Treasurer of Kansas, to the Purchaser of the Series 2011 Bonds and to tljg�Bend Registrar in •..•
accordance with the Bond Resolution. The Issuer shall cause the Bond Registrar. to Mil"'each
Registered Owner at the address maintained on the Bond Register, such notice to U406411 by m tng an
official notice of redemption by first class mail at least 30 days prior to the redemptiomdate. UttCe of
redemption having been given as aforesaid, the Series 2011 Bonds or portions of Seel '4011 Bonds to be . •
redeemed shall, on the redemption date, become due and payable at the reden+ption price therein
specified, and from and after such date (unless the Issuer defaults in the payment of the redemption price)
such Series 2011 Bonds or portions of Series 2011 Bonds shall cease to bear interest. •'•'
Book-Entry System. The Series 2011 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 certificate with respect to each date on which the Series 2011 Bonds are stated to mature or with
respect to each form of Series 2011 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 Series 2011 Bonds by the Securities
Depository's participants, beneficial ownership of the Series 2011 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 Series 2011 Bond, as the owner of this
Series 2011 Bond for all purposes, including (i) payments of principal of, and redemption premium, if
any, and interest on, this Series 2011 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 Series 2011 Bonds by 7 .f
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 Series 2011 Bond ,
notwithstanding the provision hereinabove contained, payments of principal of, redemption premium, if .
any, and interest on this Series 2011 Bond shall be made in accordance with existing arrangements among f
the Issuer,the Bond Registrar and the Securities Depository.
"C ■
3
B11162020645 4 • • i r :
•
Transfer and Exchange. EXCEPT AS OTHERWISE PROVIDED LN THE BOND
RESOLUTION, THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN
PART, ONLY TO ANOTHER NOMLNEE OF THE SECURITIES DEPOSITORY OR TO A
SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR
SECURITIES DEPOSITORY. This Series 2011 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 Series 2011 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 Series 2011 Bond or Series 2011
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 Series 2011 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 Series
2011 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 6c all
other purposes. The Series 2011 Bonds are issued in fully registered form in Authorized Denomiaipns.
•
Authentication. This Series 2011 Bond shall not be valid or become obliplttoiw for any purpose • •
or be entitled to any security or benefit under the hereinafter defined Bond Resolution until the ce skate
of Authentication and Registration hereon shall have been lawfully executed by the d•Cegistrl"C"' '
Boa
• 3,,.•:•
H IS HEREBY DECLARED AND CERTIFIED that all acts, condition,ttn�,hings required •
to be done and to exist precedent to and in the issuance of this Series 2011 Bond hale beefs properly done ••••
and performed and do exist in due and regular form and manner as required by the Constitutior•ana•lws
of the State of Kansas, that the total indebtedness of the Issuer, including this series of bonds, djtvnot
exceed any constitutional or statutory limitation, and that provision has been duly made for the 6ithction
and segregation of the Revenues of the Water and Sewage System (the "System") and for the application
of the same as provided in the hereinafter defined Bond Resolution.
IN WITNESS WHEREOF, the Issuer has caused this Series 2011 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
"4;0(OF
I 1970 (. �-
Mavor,'.,,
J
ATTEST:
Clerk
4
•
...._
B11162020646 1 • ' 1 _
CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This Series 2011 Bond is one of a series of Water and Sewage System Revenue Bonds. Series
2011, of the City of Salina,Kansas, described in the within-mentioned Bond Resolution.
-r Registration Date APR 2--9 2011'
Office of the State Treasurer,
Topeka, Kansas,
as Bond Registrar and PayiingAtS)
Agent
•
By
Registration Number 0322-085-041511-950
CERTIFICATE OF CLERK •••••
•
•
STATE OF KANSAS ) � •
• • ••
) SS. • .••••.
COUNTY OF SALINE ) • 11 ••:•
• •
The undersigned, Clerk of the City of Salina. Kansas, does hereby certify that the.tlitttr.Series • • •
2011 Bond has been duly registered in my office according to law as of April 15, 2011. •• .
•
WITNESS my hand and official seal. . •
evo .•�-� ' Clerk ,
CERTIFICATE OF STATE TREASURER -...„-',....—
OFFICE OF THE TREASURER, STATE OF KANSAS '-
RON ESTES, Treasurer of the State of Kansas, does hereby certify that a transcript of the -
proceedings leading up to the issuance of this Series 2011 Bond has been filed in the office of the State .
Treasurer, and that this Series 2011 Bond was registered in such office according to law •on
. 'APR- 2. 9 2411 . .
WITNESS my hand and official seal. t�
(Seal) By: �_ E_ - /i
Treasurer of the State of Kansas /•
/ .
1
1
•
81116202064H°° '
•
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 Series 2011 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 a$•@gdttt to
transfer said Series 2011 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
y
•
6
•
811162020648
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 Series
2011 Bonds:
GILMORE& BELL,P.C.
Attorneys at Law
2405 Grand Boulevard
Suite 1100
Kansas City, Missouri 64108-2521
• •
••••
Governing Body Morgan Keegan& Co., Ince• •••
City of Salina,Kansas Memphis,Tennessee
•
• .
Re: 516,120,000 Water and Sewage System Revenue Bonds, Series 2011, o •he qty.•••
of Salina, Kansas, Dated April 15, 2011 •••••.
We have acted as Bond Counsel in connection with the issuance by the City of Salida, Kansas
(the "Issuer"), of the above-captioned bonds (the "Series 2011 Bonds"). In this capacity. we•fiave
examined the law and the certified proceedings, certifications and other documents that we deem
necessary to render this opinion.
The Series 2011 Bonds have been authorized pursuant to an Ordinance and Resolution adopted by `I
the governing body of the Issuer (collectively, the "Bond Resolution"). Capitalized terms used and not
otherwise defined in this opinion shall have the meanings assigned to those terms in the Bond Resolution.
-
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 Issuer is a city of the first class with power to adopt the Bond Resolution, perform
the agreements on its part contained therein, and issue the Series 2011 Bonds.
2. The Series 2011 Bonds have been duly authorized, executed and delivered by the Issuer
and are valid and legally binding special obligations of the Issuer.
3. The Series 2011 Bonds are payable solely from the Net Revenues derived by the Issuer
from the operation of the System. The Series 2011 Bonds do not constitute general obligations of the Issuer i
and do not constitute an indebtedness of the Issuer within the meaning of any constitutional or statutory
7
•
•
B11162 2020 9'` � _
provision, limitation or restriction. The taxing power of the Issuer is not pledged to the payment of the
Series 2011 Bonds.
4. The Bond Resolution has been duly adopted by the Issuer and constitutes a valid and
legally binding obligation of the Issuer enforceable against the Issuer. The Bond Resolution creates a valid
lien on the Net Revenues and other funds pledged by the Bond Resolution for the security of the Series
2011 Bonds on a parity with any Parity Bonds issued or to be issued, as provided in the Bond Resolution.
5. The interest on the Series 2011 Bonds (including any original issue discount properly
allocable to an owner of a Series 2011 Bond) is excluded from gross income for federal income tax
purposes. Interest on the Series 2011 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 Series 2011 Bonds in order to preserve the exclusion of the
interest on the Series 2011 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•bf'these
requirements may cause interest on the Series 2011 Bonds to be included in gross income foi•federal
income tax purposes retroactive to the date of issuance of the Series 2011 Bonds. Tftt: Series 20.11,$onds ••
have not been designated as "qualified tax-exempt obligations" for purposes of Section 265i14}of the •
Code. We express no opinion regarding other federal tax consequences arising with respect tvI}�e��S�ries
2011 Bonds. •••• •
. .
• • ••••
6. The interest on the Series 2011 Bonds is excluded from computation of KansaS2flfdsted
gross income. ••••
.•••
We express no opinion regarding the accuracy, completeness or sufficiency of the Official
Statement or other offering material relating to the Series 2011 Bonds (except to the extent, if any, stated
in the Official Statement). Further, we express no opinion regarding the perfection or priority of the lien
on the Net Revenues or other funds pledged under the Bond Resolution or tax consequences arising with
respect to the Series 2011 Bonds other than as expressly set forth in this opinion.
The rights of the owners of the Series 2011 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