Loading...
Transcript of ProceedingsLegal Opinion Gilmore & Bell, P.C. Kansas City, Missouri TRANSCRIPT OF PROCEEDINGS AUTHORIZING THE ISSUANCE OF $5,085,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION TEMPORARY NOTES SERIES 2019-2 DATED OCTOBER 15, 2019 CITY OF SALINA, KANSAS GENERAL OBLIGATION TEMPORARY NOTES SERIES 2019-2 DATED OCTOBER 15, 2019 CLOSING LIST Copies of the transcript of proceedings for the above referenced issue (the ''Notes"), will be prepared and distributed as follows: 1. City of Salina, Kansas (the "Issuer") 2. Attorney General of the State of Kansas 3. The Bennington State Bank, Salina, Kansas (the "Original Purchaser") 4. George K. Baum & Company, Kansas City, Missouri (the "Municipal Advisor") 5. Gilmore & Bell, P.C., Kansas City, Missouri ("Bond Counsel") Document Number PROCEEDINGS AUTHORIZING THE IMPROVEMENTS 1. Police Training Center PROCEEDINGS AUTHORIZING THE SALE AND ISSUANCE OF THE NOTES 2. Excerpt of Minutes of the August 19, 2019 governing body meeting evidencing adoption of Resolution No. 19-7735 3. Resolution No. 19-7735 authorizing the sale of the Notes 4. Excerpt of Minutes of the September 23, 2019 governing body meeting evidencing adoption of Resolution No. 19-7741 5. Resolution No. 19-7741 authorizing the issuance of the Notes and prescribing the form and details of the Notes 6. Note Purchase Agreement CLOSING DOCUMENTS 7. Transcript Certificate Exhibit A -Schedule of Outstanding General Obligation Indebtedness 8. Uniform Facsimile of Signature Certificate 9. Specimen Note 10. Agreement Between Issuer and Agent 11. Underwriting Safekeeping Agreement 12. Closing Certificate 13. Federal Tax Certificate with attachments as follows: A. IRS Form 8038-G Evidence of filing B. Receipt for Purchase Price C. Purchaser's Receipt for Notes and Issue Price Certificate D. Description of Property Comprising the Financed Improvements E. Form of Final Written Allocation Schedule 1 -Debt Service Schedule and Proof of Yield 14. Purchaser's Receipt for Notes and Closing Certificate LEGAL OPINIONS 15. Approving legal opinion of Gilmore & Bell, P.C. 16. Approval letter of Attorney General MISCELLANEOUS DOCUMENTS 17. Closing Letter 18. Letter from State Treasurer Confirming Registration Number 19. EMMA Event Filing regarding Direct Placement of the Notes; Confirmation of Filing 2 EXCERPT OF MINUTES OF A MEETING OF THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS HELD ON JUNE 5, 2017 The governing body met in regular session at the usual meeting place in the City, at 4:00 p.rn., the following members being present and participating, to-wit: Present: Mayor Kaye J. Crawford (presiding), Commissioners Jon Blanchard. Trent Davis. Melissa Rose Hodges, and Karl Ryan. Absent: The Mayor declared that a quorum was present and caJled the meeting to order. (Other Proceedings) Thereupon, there was presented a Resolution entitled: A RESOLUTION AUTHORIZING AND PROVIDING FOR TIIE DESIGN, CONSTRUCTION AND IMPROVEMENT OF A PUBLIC BUILDING IN THE CITY OF SALINA, KANSAS AND PROVIDING FOR THE PAYMENT OF THE COSTS THEREOF. Thereupon, Commissioner Blanchard moved that said Resolution be adopted. The motion was seconded by Commissioner Hodges. Said Resolution was duly read and considered, and upon being put, the motion for the adoption of said Resolution was carried by the vote of the governing body, the vote being as follows: Yea: Mayor Kaye J. Crawford, Commissioners Jon Blanchard. Trent Davis, Melissa Rose Hodges. and Karl Ryan. Nay: ________________________ _ Thereupon, the Mayor declared said Resolution duly adopted and the Resolution was then duly numbered Resolution No. 17-7458 and was signed by the Mayor and attested by the Clerk. (Other Proceedings) [BALANCE OF TI-IIS PAGE INTENTIONALLY LEFT BLANK] CERTIFICATE I hereby certify that the foregoing Excerpt of Minutes is a true and correct excerpt of the proceedings of the governing body of the City of SaJina, Kansas held on the date stated therein, and that the official minutes of such proceedings are on file in my office. (S Shancli Wicks, CMC, City Clerk 2 I RESOLUTION NO. 17-7458 A RESOLUTION AUTHORIZING AND PROVIDING FOR THE DESIGN, CONSTRUCTION AND IMPROVEMENT OF A PUBLIC BUILDING IN THE CITY OF SALINA, KANSAS AND PROVIDING FOR THE PAYMENT OF THE COSTS THEREOF. WHEREAS, the City of Salina (the "City") is authorized and empowered pursuant to K.S.A. 12- 1736 er seq. {the "Act") to erect or construct, acquire a public building or buildings and procure any necessary site therefore and may alter, repair, reconstruct, remodel, replace or make additions to, furnish and equip a public building or buildings; and WHEREAS, the City is authorized and empowered pursuant to the Act to issue general obligation bonds for the purpose of financing the costs associated with the foregoing; and WHEREAS, the governing bod>• of the City hereby finds and determines that it is necessary to authorize and provide for the construction and improvement of certain public buildings in the City, as more fully described herein, and to provide for the payment of the costs thereof. NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BOD\' OF THE CIT\' OF SAUNA, KANSAS, AS FOLLOWS: Section l. Project Authorlz.atlon. The governing body of the City hereby finds and detennines that it is necessary to make the following improvements: The design, construction and improvement of a new police training facility, including an approximately 18,000 square foot building, a garage, adjacent surface parking, various equipment and furnishings, and all other necessary impro,·ements related thereto (lhe "Jmpro,·ements"). Section 2. Project Financing. The estimated cost of the Improvements is $4,900,000. The cost of the Improvements and the associated financing costs shall be payable from the proceeds of general obligation bonds of the City issued under the authority of the Act. Section 3. Reimbursement. The City expects to make capital expenditures in connection with the Improvements and intends to reimburse itself for such expenditures with the proceeds of general obligation bonds and/or temporary notes in an amount not to exceed $4,900,000, plus associated financing costs and costs of issuance. Any general obligation bonds and/or temporar:• notes issued under rhe authority of this Resolution may be used to reimburse expenditures made on or after the date that is 60 days before the date of adoption of this Resolution pursuant 10 U.S. Treasury Regulation § 1.150-2. Section 4. This Resolution shalt take effect and be in full force immediately after its adoption by the governing body. I ADOPTED AND APPROVED by the governing body of the City of Salina, Kansas, on June S, 2017. (SEAL) ATTEST: 2 EXCERPT OF MINUTES OF A MEETING OF THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS HELD ON SEPTEMBER 23, 2019 The governing body met in regular session at the usual meeting place in the City, at 4:00 p.m., the following members being present and participating, to-wit: Present: Trent Davis, Mayor and Joe Hay, Jr., Melissa Rose Hodges, Mike Hoppock and Karly Ryan, Commissioners. Absent: None. The Mayor declared that a quorum was present and called the meeting to order. * * * * * * * * * * * * * * (Other Proceedings) Thereupon, there was presented a Resolution entitled: A RESOLUTION AMENDING RESOLUTION NO. 17-7458 TO PROVIDE ADDITIONAL FUNDING FOR THE COSTS OF DESIGNING, CONSTRUCTING AND IMPROVING A PUBLIC BUILDING IN THE CITY OF SALINA, KANSAS. Thereupon, Commissioner Hay moved that said Resolution be adopted. The motion was seconded by Commissioner Ryan. Said Resolution was duly read and considered, and upon being put, the motion for the adoption of said Resolution was carried by the vote of the governing body, the vote being as follows: Yea: Hay, Hoppock, Hodges, Ryan and Davis. Nay: None. Thereupon, the Mayor declared said Resolution duly adopted and the Resolution was then duly numbered Resolution No. 19-7743 and was signed by the Mayor and attested by the Clerk. * * * * * * * * * * * * * * (Other Proceedings) [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] CERTIFICATE I hereby certify that the foregoing Excerpt of Minutes is a true and correct excerpt of the proceedings of the governing body of the City of Salina, Kansas held on the date stated therein, and that the official minutes of such proceedings are on file in my office. (SEAL) ,.; City Clerk - - - RESOLUTION NO. 19-7743 A RESOLUTION AMENDING RESOLUTION NO. 17-7458 TO PROVIDE ADDITIONAL FUNDING FOR THE COSTS OF DESIGNING, CONSTRUCTING AND IMPROVING A PUBLIC BUILDING IN THE CITY OF SALINA, KANSAS. WHEREAS, the City of Salina, Kansas (the "City") is authorized and empowered pursuant o K.S.A. 12-1736 et seq. (the "Act") to erect or construct, acquire a public building or buildings nd procure any necessary site therefore and may alter, repair, reconstruct, remodel, replace or ake additions to, furnish and equip a public building or buildings; and WHEREAS, the City is authorized and empowered pursuant to the Act to issue general bligation bonds for the purpose of financing the costs associated with the foregoing; and WHEREAS, on June S, 2017, the governing body of the City adopted Resolution No. 17- 458 authorizing the design, construction and improvement of a new police training facility, ncluding an approximately 18,000 square foot building, a garage, adjacent surface parking, various quipment and furnishings, and all other necessary improvements related thereto (the 'Improvements") and providing for the costs thereof; and WHEREAS, due to increased costs of the Improvements, the governing body of the City ereby finds and determines that it is necessary to authorize and provide for additional funding for he Improvements. NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE ITV OF SALINA, KANSAS, AS FOLLOWS: Section 1. Amendment. Section 2 of Resolution No. I 7-7458 is hereby amended to read s follows: The estimated cost of the Improvements is $5,900,000, plus interest on any temporary financing and costs of issuance. The cost of the Improvements and the associated financing costs shall be payable from the proceeds of general obligation bonds of the City issued under the authority of the Act. Section 2. Reimbursement. The City expects to make capital expenditures in connection ith the Improvements and intends to reimburse itself for such expenditures with the proceeds of eneral obligation bonds and/or temporary notes in an amount not to exceed $5,900,000, plus sociated financing costs and costs of issuance. Any general obligation bonds and/or temporary otes issued under the authority of this Resolution may be used to reimburse expenditures made on r after the date that is 60 days before the date of adoption of this Resolution pursuant to U.S. reasury Regulation § 1.150-2. Section 3. This Resolution shall take effect and be in full force immediately after its doption by the governing body. [Balance of page intentionally left blank] - - - ADOPTED AND APPROVED by the governing body of the City of Salina, Kansas, on eptember 23, 2019. SEAL) Trent W. Davis, M.D., Mayor I I "' "' 119-0233 CITY OF SALINA, KANSAS REGULAR MEETING OF THE BOARD OF COMMISSIONERS August 19, 2019 4:00p.m. The City Commission convened at 1:30 p.m. for Markley /Holmes Special Assessment Follow-Up, at 2:30 p.m. for Centennial Park Review Redevelopment Options and at 3:45 p.m. for Citizens Forum at City-County Building, Room 107. The Regular Meeting of the Board of Commissioners was called to order at 4:00 p.m. in Room 107, City-County Building. Roll call was taken followed by the Pledge of Allegiance and a moment of silence. Those present and comprising a quorum: Mayor Trent W. Davis, M.D. (presiding), Commissioners Joe Hay, Jr., Melissa Rose Hodges, and Mike Hoppock. Also present: Michael Schrage, City Manager; Jacob Wood, Deputy City Manager; Greg Bengtson, City Attorney; and Shandi Wicks, City Clerk. Absent: Commissioner Karl Ryan AWARDS A.t'\'D PROCLAMATIONS None. CmZENS FORUM Joan Ratzlaff, Salina, wanted to comment on the.board appointments item on the consent agenda. She continued to provide information on the training/ orientation she received once appointed to a board. She further asked the City Commission to reinstitute the orientation for new board members and annual training on ethics policy and a refresher course on KOMA and KORA. PUBLIC HEARINGS AND ITEMS SCHEDULED FOR A CERTAIN TIME None. CONSE,-...rf AGENDA (6.1) Approve the minutes of August 12, 2019. (6 .2) Request Withdrawn -Adopt Resolution No. 19 7729 authorizing the City Manager to issue a permit purs\ciant to 6tandard Traffic Ordinance Section 69 in response to the request of the Muscular Dystrophy Association (MDA) for the purpose of authorizing off duty, uncompensated employees of the Salina Fire Department to collect contributions solicited from the occupants of vehicles in the city right of way in conjunction 'Nith the "Fill the Boot" campaign to benefit the MDA (6.3) Adopt Resolution No. 19-7728 appointing members to various boards and commissions. Michael Schrage, City Manager requested that Item 6.3 be removed from the consent agenda. Moved by Commissioner Hodges, seconded by Commissioner Hoppock, to approve the the minutes of August 12, 2019. Aye: (4). Nay: (0). Motion carried. Page 1 I I 119--0234 (6.3) Adopt Resolution No. 19-7728 appointing members to various boards and commissions. Jvlichael Schrage, City Manager, stated there were more youth member vacancies than adult member vacancies. He continued to state the landlords that participate in Section 8 housing were not allowed to participate in the policy making decisions of the Housing Authority. He further stated that staff would request that the effective date of the appointments would become effective September 1st and the Housing Authority appointment being effective upon adoption of the resolution. Greg Bengtson, City Attorney, stated the recommended modifications to the resolution were acceptable. Mr. Schrage stated the training that occurred in the past was not very affective and staff had done some research on training options to include ethics, Kansas Open Meetings Act (KOMA) and Kansas Open Records Act (KORA). He continued to explain the options staff had reviewed for training and mentioned that staff ·was continuing to work on it. Mayor Davis stated that education could be an ongoing opportunity. 1v1r. Schrage stated if we could get the videos produced, board members could view them as many times as they wish. Mayor Davis asked how new appointees were being notified. Mr. Schrage stated by mail. Mayor Davis asked if the new board appointees would be able to attend the board meetings prior to their appointment. Mr. Schrage stated the new board appointees could attend the board meetings prior to their appointment as a citizen. Commissioner Hodges stated she liked the idea of doing video modules for training but asked if staff could perform in person training Lauren Driscoll, Director of Community & Development Services, stated that her department managed seven (7) boards and provided training on board policies, ethics, KOMA and KORA. Commissioner Hay asked the clerk for a list of the youth board openings and he \-Vill start with the schools again to fill as many positions as possible. Ms. Driscoll stated she had attended the Junior Leadership Salina earlier this year and spoke about leadership and recruiting for youth positions on boards and commissions and mentioned that she would be attending the Leadership Salina "speed dating" on August 28, 2019 to help recruit for boards and commissions. Phil Black, Salina, stated the Solid Waste Management Committee board would be meeting on Thursday and he was concerned that his vote would not count on the plastic bag action item. Mr. Schrage explained the board process and suggested that Mr. Black request a postponement of the agenda item to another meeting date so he could vote on the item. Mr. Black provided his thoughts. Joan Ratzlaff, Salina, asked if a person had not been appointed yet, was it appropriate to distribute the meeting packet to those individuals. Mr. Schrage stated the packets were available to the public. Moved by Commissioner Hoppock, seconded by Commissioner Hodges, to adopt Resolution No. 19-7728 appointing members to various boards and commissions effective September 1, 2019 with Page 2 I I I "' "' z 0. w 19-0236 19-0237 the exception of the Salina Housing Authority Board with those appointments being effective at the adoption of the resolution. Aye: (4). Nay: (0). Motion carried. ADMINISTRATION (7.1) Second reading Ordinance No. 19-11012 levying special assessments against certain lots and pieces of property to pay the cost of abatements of nuisances. Debbie Pack, Director of Finance & Administration, noted that Ordinance No. 19-11012 was passed on first reading on August 12, 2019 and since that time no comments have been received. Moved by Commissioner Hay, seconded by Commissioner Hodges, to adopt Ordinance No. 19- 11012 levying special assessments against certain lots and pieces of property to pay the cost of abatements of nuisances on second reading. A roll call vote was taken. Aye: (4) Hay, Hodges, Hoppock, Davis. Nay: (0). Motion carried. (7.2} \Vater & Sewer System Revenue Refunding Bonds, Series 2019-B. (7.2a) Receive report on final terms of Bonds. (7.2b) Second reading Ordinance No. 19-11011 authorizing the issuance and delivery of Water & Sewer System Revenue Refunding Bonds, Series 2019-B. (7.2c) Resolution No. 19-7734 prescribing the form and details of and authorizing the delivery of Water & Sewer System Revenue Refunding Bonds, Series 2019-B. Debbie Pack, Director of Finance & Administration, introduced David Arteberry with George K. Baum & Company. David Arteberry, George K. Baum & Company, provided a handout on the bond refunding results and explained the final terms of the Bonds. Mayor Davis thanked Mr. Arteberry for his hard work. Ms. Pack continued by explaining the fiscal impact and action options. Moved by Commissioner Hoppock, seconded by Commissioner Hodges, to adopt Ordinance No. 19-11011 authorizing the issuance and delivery of Water & Sewer System Revenue Refunding Bonds, Series 2019-B on second reading. A roll call vote was taken. Aye: (4) Hay, Hodges, Hoppock, Davis. Nay: (0). Motion carried. Moved by Commissioner Hodges, seconded by Commissioner Hay, to adopt Resolution No. 19- 7734 prescribing the form and details of and authorizing the delivery of $10,330,000 principal amount of Water & Sewer System Revenue Refunding Bonds, Series 2019-B. Aye: (4). Nay: (0). Motion carried. (7.3) Resolution No. 19-7735 authorizing the issuance of General Obligation Temporary Notes, Series 2019-2 as a private placement. Debbie Pack, Director of Finance & Administration, explained the projects financed, financing, fiscal impact and action options. Commissioner Hoppock asked what kind of interest the City of Salina got when using a private financial institution. David Arteberry, George K. Baum & Company, stated there were three (3) to four (4) financial institutions that participated on the last temporary note issuance. Page 3 119-0238 Moved by Commissioner Hay, seconded by Commissioner Hoppock, to adopt Resolution No. 19- 7735 authorizing the issuance of General Obligation Temporary Notes, Series 2019-2 as a private placement. Aye: (4). Nay: (0). iviotion carried. DEVELOPME:1',;"'l' BUSINESS None. OTHER BUSINESS Commissioner Hodges mentioned that she was the City Commission liaison for the North Central Regional Planning Commission and their annual meeting with the regions legislatures was corning up this week and asked if there was any information City staff or commissioners had she could fonvard to the representatives and legislatures. She further mentioned the meeting was on Thursday. Michael Schrage, City Manager, mentioned that he had some information he could provide her. Commissioner Hoppock provided a copy to his fellow commissioners of the article by MHK Business News called Saline Seizes an Opportunity and encouraged ail of them to read it. ADJOURNMENT 19-0239 Moved by Commissioner Hay, seconded by Commissioner Hoppock, that the regular meeting of the Board of City Commissioners be adjourned. Aye: (4). Nay: (0). Motion carried. The meeting adjourned at 4:36 p.m. I ~~ rl I [SEAL] ATTEST: ' ~IA)LQJ¼ Shandi \Vicks, CMC, City Clerk Trent W. Davis, M.D., Mayor Page 4 I I I "' "' z 11. w " C 'a '9 ls I RESOLUTION NO. 19-7735 A RESOLUTION AUTHORIZL~G THE OFFERING FOR SALE OF GENERAL OBLIGATION TEMPORARY NOTES, SERIES 2019-2, OF THE CITY OF SALINA, KANSAS. \VHEREAS, the City of Salina, Kansas (the "Issuer") has previously authorized certain internal improvements described as follows (the "Improvements"): Proiect Description Police Training Facility Ordimmce No. 17-7458 • Plus interest on any temporary financing and costs of issuance. A11tl10rih• (K.S.A.) 12-1736 et seq. Amoullt Authorized $4,900,000" WHEREAS, the governing body of the Issuer is authorized by law to issue general obligation bonds to pay a portion of the costs of the Improvements; and \VHEREAS, it is necessary for the Issuer lo provide cash funds (from time lo time) to meet its obligations incurred in constructing the Improvements prior to the completion thereof, and it is desirable and in the interest of the Issuer that such funds be raised by the issuance of temporary notes of the Issuer; and WHEREAS, the Issuer has pre,·iously issued the following temporary notes to temporarily finance a portion of the costs of the Improvements (the "Refunded Notes"): ; and Series 2018-2 Dated Date 11-27-2018 Maturity Date 11-15-2019 Original Amount $13,500,000 Outstanding Amount $4,945,000 WHEREAS, all aspects of the Improvements will not be completed prior to the maturity date of the Refunded Notes and it is necessary for the Issuer to provide cash funds to meet its obligations on the Refunded Notes by the issuance of additional temporary notes of the Issuer; and WHEREAS, the Issuer has selected the firm of George K. Baum & Co., Kansas City, Missouri (the "Municipal Advisor"}, as Municipal Advisor to the Issuer for one or more series of temporary notes of the Issuer in order to provide funds to temporarily finance the Improvements; and . WHEREAS, the Issuer desires to authorize the Municipal Advisor to proceed with the negotiating for sale of said temporary notes and related activities, and if a negotiated offering is unsuccessful, then the Issuer desires to authorize staff, in connection with the Municipal Advisor, to proceed with the preparation and distribution of a preliminary official statement and notice of note sale and to authorize the distribution thereof and all other preliminary action necessary to sell the temporary notes. BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF SALINA, KAi~SAS1 AS FOLLOWS: Section I. The Issuer is hereby initially authorized to proceed with the negotiating of the sale of the Issuer's General Obligation Temporary Notes, Series 2019-2 (the ''Notes") in accordance with the presentation made by the City's Finance Director this date. The offering for sale of the Notes shall be accomplished in consultation with the Clerk, Gilmore & Bell, P.C., Kansas City, Missouri, the Issuer's bond counsel ("Bond Counsel"), and the Municipal Advisor. The confirmation of the sale of the Notes shall be I I I subject to the execution of a note purchase agreement (the "Note Purchase Agreement") between the purchaser of the Notes (the "Purchaser'') and the Issuer in a form approved by Bond Counsel and the Issuer's legal counsel, and the adoption of a resolution by the governing body of the Issuer authorizing the issuance of the Notes and the execution of various documents necessary to deliver the Notes. Section 2. If the negotiated sale of the Notes as provided in Section I is unsuccessful, the Issuer is hereby authorized to offer the Notes at competitive public sale, as described in a Notice of Note Sale and Preliminary Official Statement prepared by staff, in connection with the Municipal Advisor and Gilmore & Bell, P.C., Bond Counsel. All proposals for the purchase of the Notes shall be delivered to the Governing Body at its meeting to be held on the sale date referenced in the Notice of Note Sale, at which meeting the Governing Body shall review such bids and award the sale of the Notes or reject all proposals. If necessary, and for the purpose of enabling the purchaser of the Notes (the "Purchaser") to comply with the requirements of Rule 15c2-12 of the Securities ·Exchange Commission (the "Rule"), the City Manager and Finance Director are hereby authorized: (a) to approve the fonn of the Preliminary Official Statement and to execute the "Certificate Deeming Preliminary Official Statement Final" in substantially the form anached hereto as Exhibit A as approval of the Preliminary Official Statement, such official's signature thereon being conclusive evidence of such official's and the Issuer's approval thereof; and (b) take such other actions or execute such other documents as such officers in their reasonable judgment deem necessary to enable the Purchaser to comply with the requirement of the Rule. Section 3. The Mayor, City Manager, Clerk and the other officers and representatives of the Issuer, the Finance Director and Bond Counsel are hereby authorized and directed to take such other action as may be necessary to carry out the sale of the Notes. Section 4. This Resolution shall be in full force and effect from and after its adoption. ADOPTED by the governing body on August 19, 2019. (SEAL) ATTEST: Shandi Wicks, CMC, City Clerk I I I To: EXHIBIT A CERTIFICATE DEEMrnG PRELIMINARY OFFICIAL STATEMENT FrNAL -----~·2019 Re: City of Salina, Kansas, General Obligation Temporary Notes, Series 2019-2 The undersigned is the duly acting Finance Director of the City of Salina, Kansas (the "lssuer"), and are authorized to deliver this Certificate to the purchaser (the "Purchaser'') of the above-referenced notes (the "Notes") on behalf of the Issuer. The Issuer has previously caused to be delivered to the Purchaser copies of the Preliminary Official Statement (the "Preliminary Official Statement") relating to the Notes. For the purpose of enabling the Purchaser to comply with the requirements of Rule I 5c2-l2(b)(l) of the Securities and Exchange Commission (the "Rule"), the Issuer hereby deems the information regarding the Issuer contained in the Preliminary Official Statement to be final as of its date, except for the omission of such information as is permined by the Rule, such as offering prices, interest rates, selling compensation, aggregate principal amount, principal per marurity, delivery dates, ratings, identity of the underwriters and other terms of the Notes depending on su·ch matters. CITY OF SALINA, KANSAS By: ----------- Title: Finance Director EXCERPT OF MINUTES OF A MEETING OF THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS HELD ON SEPTEMBER 23, 2019 The governing body met in regular session at the usual meeting place in the City, at 4:00 p.m., the following members being present and participating, to-wit: Present: Trent Davis, Mayor and Joe Hay, Jr., Melissa Rose Hodges, Mike Hoppock and Karly Ryan, Commissioners. Absent: None. The Mayor declared that a quorum was present and called the meeting to order. * * * * * * * * * * * * * * (Other Proceedings) Thereupon, there was presented a Resolution entitled: A RESOLUTION AUTHORIZING AND DIRECTING THE ISSUANCE, SALE AND DELIVERY OF GENERAL OBLIGATION TEMPORARY NOTES, SERIES 2019-2, OF THE CITY OF SALINA, KANSAS; PROVIDING FOR THE LEVY AND COLLECTION OF AN ANNUAL TAX, IF NECESSARY, FOR THE PURPOSE OF PAYING THE PRINCIPAL OF AND INTEREST ON SAID NOTES AS THEY BECOME DUE; MAKING CERTAIN COVENANTS AND AGREEMENTS TO PROVIDE FOR THE PAYMENT AND SECURITY THEREOF; AND AUTHORIZING CERTAIN OTHER DOCUMENTS AND ACTIONS CONNECTED THEREWITH. Thereupon, Commissioner Hoppock moved that said Resolution be adopted. The motion was seconded by Commissioner Hodges. Said Resolution was duly read and considered, and upon being put, the motion for the adoption of said Resolution was carried by the vote of the governing body, the vote being as follows: Yea: Hay, Hoppock, Hodges, Ryan and Davis. Nay: None. Thereupon, the Mayor declared the Resolution duly adopted and the Resolution was then duly numbered Resolution No. 19-7741 and was signed by the Mayor and attested by the Clerk. ************** On motion duly made, seconded and carried, the meeting thereupon adjourned. CERTIFICATE I hereby certify that the foregoing Excerpt of Minutes is a true and correct excerpt of the proceedings of the governing body of the City of Salina, Kansas, held on the date stated therein, and that the official minutes of such proceedings are on file in my office. (SEAL) f Clerk (Signature Page to Excerpt ofMinutes-2019-2 Notes) RESOLUTION NO.19-7741 OF THE CITY OF SALINA, KANSAS ADOPTED SEPTEMBER 23, 2019 GENERAL OBLIGATION TEMPORARY NOTES SERIES 2019-2 Section 101 . Section 201 . Section 202. Section 203. Section 204. Section 205. Section 206. Section 207. Section 208. Section 209. Section 210. Section 211. Section 301. Section 302. Section 303. Section 401 . Section 402. Section 501. Section 502. Section 503. Section 504. Section 505 . Section 506. Section 507. Section 601. Section 602. Section 603. RESOLUTION TABLE OF CONTENTS ARTICLE I DEFINITIONS Definitions of Words and Terms ............................................................................... 2 ARTICLE II AUTHORIZATION AND DETAILS OF THE NOTES Authorization of the Notes ........................................................................................ 8 Description of the Notes ............................................................................................ 8 Designation of Paying Agent and Note Registrar. .................................................... 8 Method and Place of Payment of the Notes .............................................................. 9 Payments Due on Saturdays, Sundays and Holidays .............................................. 10 Registration, Transfer and Exchange of Notes ........................................................ 10 Execution, Registration, Authentication and Delivery of Notes ............................. 11 Mutilated, Lost, Stolen or Destroyed Notes ............................................................ 11 Cancellation and Destruction of Notes Upon Payment. .......................................... 12 Nonpresentment of Notes ........................................................................................ 12 Sale of the Notes -Note Purchase Agreement. ....................................................... 12 ARTICLE III REDEMPTION OF NOTES Redemption by Issuer .............................................................................................. 13 Selection of Notes to be Redeemed ......................................................................... 13 Notice and Effect of Call for Redemption ............................................................... 13 ARTICLE IV SECURITY FOR NOTES Security for the Notes .............................................................................................. 15 Levy and Collection of Annual Tax ........................................................................ 15 ARTICLE V ESTABLISHMENT OF FUNDS AND ACCOUNTS DEPOSIT AND APPLICATION OF NOTE PROCEEDS Creation of Funds and Accounts ............................................................................. 15 Deposit of Note Proceeds ........................................................................................ 16 Application of Moneys in the Improvement Fund .................................................. 16 Substitution of Improvements; Reallocation of Proceeds ....................................... 16 Application of Moneys in Debt Service Account.. .................................................. 16 Application of Moneys in the Rebate Fund ............................................................. 17 Deposits and Investment of Moneys ....................................................................... 17 ARTICLE VI DEFAULT AND REMEDIES Remedies ................................................................................................................. 17 Limitation on Rights of Owners .............................................................................. 18 Remedies Cumulative .............................................................................................. 18 Section 701. Section 801. Section 802. ARTICLE VII DEFEASANCE Def easance ............................................................................................................... 1 8 ARTICLE VIII TAX COVENANTS General Covenants .................................................................................................. 19 Survival of Covenants ............................................................................................. 19 ARTICLE IX NO OFFERING DOCUMENTS; CONTINUING DISCLOSURE Section 901. Section 1001. Section 1002. Section 1003 . Section 1004. Section 1005 . Section 1006. Section 1007. Section 1008. Section 1009. Disclosure ................................................................................................................ 19 ARTICLE X MISCELLANEOUS PROVISIONS Annual Audit. .......................................................................................................... 20 Amendments ............................................................................................................ 20 Notices, Consents and Other Instruments by Owners ............................................. 21 Notices ..................................................................................................................... 21 Electronic Transactions ........................................................................................... 22 Further Authority ..................................................................................................... 22 Severability .............................................................................................................. 22 Governing Law ........................................................................................................ 22 Effective Date .......................................................................................................... 22 [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] 11 RESOLUTION NO. 19-7741 A RESOLUTION AUTHORIZING AND DIRECTING THE ISSUANCE, SALE AND DELIVERY OF GENERAL OBLIGATION TEMPORARY NOTES, SERIES 2019-2, OF THE CITY OF SALINA, KANSAS; PROVIDING FOR THE LEVY AND COLLECTION OF AN ANNUAL TAX, IF NECESSARY, FOR THE PURPOSE OF PAYING THE PRINCIPAL OF AND INTEREST ON SAID NOTES AS THEY BECOME DUE; MAKING CERTAIN COVENANTS AND AGREEMENTS TO PROVIDE FOR THE PAYMENT AND SECURITY THEREOF; AND AUTHORIZING CERTAIN OTHER DOCUMENTS AND ACTIONS CONNECTED THEREWITH. WHEREAS, the City of Salina, Kansas (the "Issuer") is a municipal corporation, duly created, organized and existing under the Constitution and laws of the State; and WHEREAS, pursuant to the provisions of the laws of the State of Kansas applicable thereto, by proceedings duly had, the governing body of the Issuer has caused the following improvements (the "Improvements") to be made in the City, to-wit: Project Description Police Training Center ; and Ord/Res. No. Res. 17-7458 Authority K.S.A. 12-1736 et seq. Financeable Cost $5,500,000.00 Principal Amount of Notes = Estimated Funding Allocation $5,085,000.00 $5,085,000.00 WHEREAS, the governing body of the Issuer is authorized by law to issue general obligation bonds to pay a portion of the costs of the Improvements; and WHEREAS, it is necessary for the Issuer to provide cash funds (from time to time) to meet its obligations incurred in constructing the Improvements prior to the completion thereof and the issuance of the Issuer's general obligation bonds, and it is desirable and in the interest of the Issuer that such funds be raised by the issuance of temporary notes of the Issuer pursuant to the Act; and WHEREAS, the Issuer has previously issued the following temporary notes to temporarily finance a portion of the costs of the Improvements (the "Existing Notes"): Series 2018-2 Dated Date 11-27-2018 Nlaturity Date 11-15-2019 Original Amount $13,500,000 Outstanding Amount $4,945,000 WHEREAS, all aspects of certain of the Improvements will not be completed prior to the maturity date of the Existing Notes, and it is thus necessary for the Issuer to provide cash funds to meet its obligations on a portion of the Existing Notes by the issuance of additional temporary notes of the Issuer pursuant to the Act; and WHEREAS, the governing body of the Issuer hereby finds and determines that it is necessary for the Issuer to authorize the issuance and delivery of the Notes in the principal amount of $5,085,000 to pay a portion of the costs of the Improvements and retire the Existing Notes. NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS, AS FOLLOWS: ARTICLE I DEFINITIONS Section 101. Definitions of Words and Terms. In addition to words and terms defined elsewhere herein, the following words and terms as used in this Note Resolution shall have the meanings hereinafter set forth. Unless the context shall otherwise indicate, words importing the singular number shall include the plural and vice versa, and words importing persons shall include firms, associations and corporations, including public bodies, as well as natural persons. "Act" means the Constitution and statutes of the State including K.S.A. 10-101 to 10-125, inclusive, specifically including K.S.A. 10-123, K.S.A. 10-620 et seq., and K.S.A. 12-1736 et seq., all as amended and supplemented from time to time. "Authorized Denomination" means $100,000 or any integral multiples of $5,000 in excess thereof. "Beneficial Owner" of the Notes includes any Owner of the Notes and any other Person who, directly or indirectly has the investment power with respect to any of the Notes. "Bond and Interest Fund" means the Bond and Interest Fund of the Issuer for its general obligation bonds. "Bond Counsel" means the firm of Gilmore & Bell, P.C., or any other attorney or firm of attorneys whose expertise in matters relating to the issuance of obligations by states and their political subdivisions is nationally recognized and acceptable to the Issuer. "Business Day" means a day other than a Saturday, Sunday or any day designated as a holiday by the Congress of the United States or by the Legislature of the State and on which the Paying Agent is scheduled in the normal course of its operations to be open to the public for conduct of its operations. "City" means the City of Salina, Kansas. "Clerk" means the duly appointed and acting Clerk of the Issuer or, in the Clerk's absence, the duly appointed Deputy, Assistant or Acting Clerk of the Issuer. "Code" means the Internal Revenue Code of 1986, as amended, and the applicable regulations proposed or promulgated thereunder of the United States Department of the Treasury. "Costs of Issuance" means all costs of issuing the Notes, including but not limited to all publication, printing, signing and mailing expenses in connection therewith, registration fees, financial advisory fees, all legal fees and expenses of Bond Counsel and other legal counsel, expenses incurred in 2 connection with compliance with the Code, and all expenses incurred in connection with receiving ratings on the Notes. "Dated Date" means October 15, 2019. "Debt Service Account" means the Debt Service Account for General Obligation Temporary Notes, Series 2019-2 (within the Bond and Interest Fund) created pursuant to Section 501 hereof. "Debt Service Requirements" means the aggregate principal payments and interest payments on the Notes for the period of time for which calculated; provided, however, that for purposes of calculating such amount, principal and interest shall be excluded from the determination of Debt Service Requirements to the extent that such principal or interest is payable from amounts deposited in trust, escrowed or otherwise set aside for the payment thereof with the Paying Agent or other commercial bank or trust company located in the State and having full trust powers. "Defaulted Interest" means interest on any Note which is payable but not paid on any Interest Payment Date. "Defeasance Obligations" means any of the following obligations: (a) United States Government Obligations that are not subject to redemption in advance of their maturity dates; or (b) obligations of any state or political subdivision of any state, the interest on which is excluded from gross income for federal income tax purposes and which meet the following conditions: (1) the obligations are (i) not subject to redemption prior to maturity or (ii) the trustee for such obligations has been given irrevocable instructions concerning their calling and redemption and the issuer of such obligations has covenanted not to redeem such obligations other than as set forth in such instructions; (2) the obligations are secured by cash or United States Government Obligations that may be applied only to principal of, premium, if any, and interest payments on such obligations; (3) Obligations obligations; such cash and the principal of and interest on such United States Government (plus any cash in the escrow fund) are sufficient to meet the liabilities of the ( 4) such cash and United States Government Obligations serving as security for the obligations are held in an escrow fund by an escrow agent or a trustee irrevocably in trust; (5) such cash and United States Government Obligations are not available to satisfy any other claims, including those against the trustee or escrow agent; and (6) such obligations are rated in a rating category by Moody's or Standard & Poor's that is no lower than the rating category then assigned by that Rating Agency to United States Government Obligations. "Derivative" means any investment instrument whose market price is derived from the fluctuating value of an underlying asset, index, currency, futures contract, including futures, options and collateralized mortgage obligations. 3 "Director of Finance" means the duly appointed and acting Director of Finance of the Issuer or, in the Director's absence, the duly appointed Deputy, Assistant or Acting Director of Finance of the Issuer. "Event of Default" means each of the following occurrences or events: (a) Payment of the principal and of the redemption premium, if any, of any of the Notes shall not be made when the same shall become due and payable, either at Stated Maturity or by proceedings for redemption or otherwise; (b) Payment of any installment of interest on any of the Notes shall not be made when the same shall become due; or ( c) The Issuer shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Notes or in this Note Resolution on the part of the Issuer to be performed, and such default shall continue for thirty (30) days after written notice specifying such default and requiring same to be remedied shall have been given to the Issuer by the Owner of any of the Notes then Outstanding. "Federal Tax Certificate" means the Issuer's Federal Tax Certificate dated as of the Issue Date, as the same may be amended or supplemented in accordance with the provisions thereof. "Financeable Costs" means the amount of expenditure for an Improvement which has been duly authorized by action of the governing body of the Issuer to be financed by general obligation bonds, less: (a) the amount of any temporary notes or general obligation bonds of the Issuer which are currently Outstanding and available to pay such Financeable Costs; and (b) any amount ofFinanceable Costs which has been previously paid by the Issuer or by any eligible source of funds unless such amounts are entitled to be reimbursed to the Issuer under State or federal law. "Fiscal Year" means the twelve month period ending on December 31 . "Funds and Accounts" means funds and accounts created by or referred to in Section 501 hereof. "Improvement Fund" means the Improvement Fund for General Obligation Temporary Notes, Series 2019-2 created pursuant to Section 501 hereof. "Improvements" means the improvements referred to in the preamble to this Note Resolution and any Substitute Improvements. "Independent Accountant" means an independent certified public accountant or firm of independent certified public accountants at the time employed by the Issuer for the purpose of carrying out the duties imposed on the Independent Accountant by this Note Resolution. "Interest Payment Date(s)" means the Maturity of the Note. "Issue Date" means the date when the Issuer delivers the Notes to the Purchaser in exchange for the Purchase Price. "Issuer" means the City and any successors or assigns. 4 "Maturity" when used with respect to any Note means the date on which the principal of such Note becomes due and payable as therein and herein provided, whether at the Stated Maturity thereof or call for redemption or otherwise. "Mayor" means the duly elected and acting Mayor, or in the Mayor's absence, the duly appointed and/or elected Vice Mayor or Acting Mayor of the Issuer. "Moody's" means Moody's Investors Service, a corporation organized and existing under the laws of the State of Delaware, and its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer. "Note Payment Date" means any date on which principal of or interest on any Note is payable. "Note Purchase Agreement" means the Note Purchase Agreement dated as of September 23, 2019, between the Issuer and the Purchaser. "Note Register" means the books for the registration, transfer and exchange of Notes kept at the office of the Note Registrar. "Note Registrar" means the State Treasurer and its successors and assigns. "Note Resolution" means this resolution relating to the Notes. "Notes" means the General Obligation Temporary Notes, Series 2019-2, authorized and issued by the Issuer pursuant to this Note Resolution. "Notice Address" means with respect to the following entities: (a) To the Issuer at: City of Salina, Kansas Attn: City Clerk 300 West Ash Salina, Kansas 67402 Fax: (785) 309-5738 (b) To the Paying Agent at: State Treasurer of the State of Kansas Landon Office Building 900 Southwest Jackson, Suite 201 Topeka, Kansas 66612-1235 Fax: (785) 296-6976 5 ( c) To the Purchaser: The Bennington State Bank 2130 South Ohio Street Salina, Kansas 67401 "Notice Representative" means: (a) With respect to the Issuer, the Clerk. (b) With respect to the Note Registrar and Paying Agent, the Director of Bond Services. (c) With respect to the Purchaser, its Chief Financial Officer. "Outstanding" means, when used with reference to the Notes, as of a particular date of determination, all Notes theretofore authenticated and delivered, except the following Notes: (a) Notes theretofore canceled by the Paying Agent or delivered to the Paying Agent for cancellation; (b) Notes deemed to be paid in accordance with the provisions of Article VII hereof; and ( c) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered hereunder. "Owner" when used with respect to any Note means the Person in whose name such Note is registered on the Note Register. Whenever consent of the Owners is required pursuant to the terms of this Note Resolution, and the Owner of the Notes, as set forth on the Note Register, is Cede & Co., the term Owner shall be deemed to be the Beneficial Owner of the Notes. "Paying Agent" means the State Treasurer, and any successors and assigns. "Permitted Investments" shall mean the investments hereinafter described, provided, however, no moneys or funds shall be invested in a Derivative: (a) investments authorized by K.S.A. 12-1675 and amendments thereto; (b) the municipal investment pool established pursuant to K.S.A. 12-1677a, and amendments thereto; (c) direct obligations of the United States Government or any agency thereof; (d) the Issuer's temporary notes issued pursuant to K.S.A. 10-123 and amendments thereto; (e) interest-bearing time deposits in commercial banks or trust companies located in the county or counties in which the Issuer is located which are insured by the Federal Deposit Insurance Corporation or collateralized by securities described in (c); (f) obligations of the federal national mortgage association, federal home loan banks, federal home loan mortgage corporation or government national mor1gage association; (g) repurchase agreements for securities described in ( c) or (t); (h) investment agreements or other obligations of a financial institution the obligations of which at the time of investment are rated in either of the three highest rating categories by Moody's or Standard & Poor's; (i) investments and shares or units of a money market fund or trust, the portfolio of which is comprised entirely of securities described in (c) or (f); (j) receipts evidencing ownership interests in securities or portions thereof described in (c) or (t); (k) municipal bonds or other obligations issued by any municipality of the State as defined in K.S.A. 10-1101 which are general obligations of the municipality issuing the same; or (I) bonds of any municipality of the State as defined in K.S.A. 10-1101 which have been refunded in advance of their maturity and are fully secured as to payment of principal and interest thereon by deposit in trust, under escrow agreement with a bank, of securities described in (c) or (f), all as may be further restricted or modified by amendments to applicable State law. 6 "Person" means any natural person, corporation, partnership, joint venture, association, firm, joint- stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof or other public body. "Purchase Price" means the amount set forth in the Note Purchase Agreement. "Purchaser" means The Bennington State Bank, Salina, Kansas, the original purchaser of the Notes, and any successors and assigns. "Rebate Fund" means the Rebate Fund for General Obligation Temporary Notes, Series 2019-2 created pursuant to Section 501 hereof. "Record Dates" for the interest payable on any Interest Payment Date means the fifteenth day (whether or not a Business Day) of the calendar month next preceding such Interest Payment Date. "Redemption Date" when used with respect to any Note to be redeemed means the date fixed for the redemption of such Note pursuant to the terms of this Note Resolution. "Redemption Price" when used with respect to any Note to be redeemed means the price at which such Note is to be redeemed pursuant to the terms of this Note Resolution, including the applicable redemption premium, if any, but excluding installments of interest whose Stated Maturity is on or before the Redemption Date. "Refunded Notes" means the Series 2018-2 Notes maturing on November 15, 2019, in the aggregate principal amount of $4,945,000. "Refunded Notes Paying Agent" means the paying agent for the Refunded Notes as designated in the Refunded Notes Resolution, and any successor or successors at the time acting as paying agent of the Refunded Notes. "Refunded Notes Resolution" means the resolution which authorized the Refunded Notes. "Series 2018-2 Notes" means the Issuer's General Obligation Temporary Notes, Series 2018-2, dated November 27, 2018. "Special Record Date" means the date fixed by the Paying Agent pursuant to Article II hereof for the payment of Defaulted Interest. "Standard & Poor's" or "S&P" means S&P Global Ratings, a division of S&P Global Inc., a corporation organized and existing under the laws of the State of New York, and its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, Standard & Poor's shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer. "State" means the state of Kansas. "State Treasurer" means the duly elected Treasurer or, in the Treasurer's absence, the duly appointed Deputy Treasurer or acting Treasurer of the State. 7 "Stated Maturity" when used with respect to any Note or any installment of interest thereon means the date specified in such Note and this Note Resolution as the fixed date on which the principal of such Note or such installment of interest is due and payable. "Substitute Improvements" means the substitute or additional improvements of the Issuer described in Article Vhereof. "Treasurer" means the duly appointed and/or elected Treasurer or, in the Treasurer's absence, the duly appointed Deputy Treasurer or acting Treasurer of the Issuer. "United States Government Obligations" means bonds, notes, certificates of indebtedness, treasury bills or other securities constituting direct obligations of, or obligations the principal of and interest on which are fully and unconditionally guaranteed as to full and timely payment by, the United States of America, including evidences of a direct ownership interest in future interest or principal payment on obligations issued by the United States of America (including the interest component of obligations of the Resolution Funding Corporation), or securities which represent an undivided interest in such obligations, which obligations are rated in the highest rating category by a nationally recognized rating service and such obligations are held in a custodial account for the benefit of the Issuer. ARTICLE II AUTHORIZATION AND DETAILS OF THE NOTES Section 201. Authorization of the Notes. There shall be issued and hereby are authorized and directed to be issued the General Obligation Temporary Notes, Series 2019-2, of the Issuer in the principal amount of $5,085,000, for the purpose of providing funds to: (a) pay a portion of the costs of the Improvements; (b) retire the Refunded Notes; and (c) pay Costs oflssuance. Section 202. Description of the Notes. The Notes shall consist of fully registered notes in Authorized Denominations, and shall be numbered in such manner as the Note Registrar shall determine. All of the Notes shall be dated as of the Dated Date, shall become due in the amounts, on the Stated Maturity, subject to redemption and payment prior to the Stated Maturity as provided in Article Ill hereof, and shall bear interest at the rates per annum as follows: Stated Maturity July 1 2020 Principal Amount $5,085,000 Annual Rate of Interest 2.07% The Notes shall bear interest at the above specified rate ( computed on the basis of a 360-day year of twelve 30-day months) from the later of the Dated Date or the most recent lnterest Payment Date to which interest has been paid on the Interest Payment Dates in the manner set forth in Article II hereof. Each of the Notes, as originally issued or issued upon transfer, exchange or substitution, shall be printed in accordance with the format required by the Attorney General of the State and shall be substantially in the form attached hereto as EXHIBIT A or as may be required by the Attorney General pursuant to the Notice of Systems of Registration for Kansas Municipal Bonds, 2 Kan. Reg. 921 (1983), in accordance with the Kansas Bond Registration Law, KS.A. 10-620 et seq. Section 203. Designation of Paying Agent and Note Registrar. The State Treasurer is hereby designated as the Paying Agent for the payment of principal of and interest on the Note and Note Registrar 8 with respect to the registration, transfer and exchange of Notes. The Mayor of the Issuer is hereby authorized and empowered to execute on behalf of the Issuer an agreement with the Note Registrar and Paying Agent for the Notes. The Issuer will at all times maintain a Paying Agent and Note Registrar meeting the qualifications herein described for the performance of the duties hereunder. The Issuer reserves the right to appoint a successor Paying Agent or Note Registrar by (a) filing with the Paying Agent or Note Registrar then performing such function a certified copy of the proceedings giving notice of the termination of such Paying Agent or Note Registrar and appointing a successor, and (b) causing notice of appointment of the successor Paying Agent and Note Registrar to be given by first class mail to each Owner. No resignation or removal of the Paying Agent or Note Registrar shall become effective until a successor has been appointed and has accepted the duties of Paying Agent or Note Registrar. Every Paying Agent or Note Registrar appointed hereunder shall at all times meet the requirements ofK.S.A. 10-501 et seq. and K.S.A. 10-620 et seq., respectively. Section 204. Method and Place of Payment of the Notes. The principal of, or Redemption Price, if any, and interest on the Notes shall be payable in any coin or currency which, on the respective dates of payment thereof, is legal tender for the payment of public and private debts. The principal or Redemption Price of and interest on each Note shall be paid at Maturity to the Person in whose name such Note is registered on the Note Register at the Maturity thereof, upon presentation and surrender of such Note at the principal office of the Paying Agent. Such amounts shall be paid to the Owner of such Note as shown on the Note Register at the close of business on the Record Date for such interest (a) by check or draft mailed by the Paying Agent to the address of such Owner shown on the Note Register or at such other address as is furnished to the Paying Agent in writing by such Owner; or (b) in the case of a payment to any Owner of $500,000 or more in aggregate principal amount of Notes, by electronic transfer to such Owner upon written notice given to the Note Registrar by such 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 Owner wishes to have such transfer directed. Notwithstanding the foregoing provisions of this Section, any Defaulted Interest with respect to any Note shall cease to be payable to the Owner of such Note on the relevant Record Date and shall be payable to the Owner in whose name such Note is registered at the close of business on the Special Record Date for the payment of such Defaulted Interest, which Special Record Date shall be fixed as hereinafter specified in this paragraph. The Issuer shall notify the Paying Agent in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment (which date shall be at least 45 days after receipt of such notice by the Paying Agent) and shall deposit with the Paying Agent at the time of such notice an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Paying Agent for such deposit prior to the date of the proposed payment. Fallowing receipt of such funds the Paying Agent shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment. The Paying Agent shall promptly notify the Issuer of such Special Record Date and, in the name and at the expense of the Issuer, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, by first class mail, postage prepaid, to each Owner of a Note entitled to such notice at the address of such Owner as it appears on the Note Register not less than 10 days prior to such Special Record Date. The Paying Agent shall keep a record of payment of principal and Redemption Price of and interest on all Notes and at least annually shall forward a copy or summary of such records to the Issuer. 9 Section 205. Payments Due on Saturdays, Sundays and Holidays. In any case where a Note Payment Date is not a Business Day, then payment of principal, Redemption Price or interest need not be made on such Note Payment Date but may be made on the next succeeding Business Day with the same force and effect as if made on such Note Payment Date, and no interest shall accrue for the period after such Note Payment Date. Section 206. Registration, Transfer and Exchange of Notes. The Issuer covenants that, as long as any of the Notes remain Outstanding, it will cause the Note Register to be kept at the office of the Note Registrar as herein provided. Each Note when issued shall be registered in the name of the Owner thereof on the Note Register. Notes may be transferred and exchanged only on the Note Register as provided in this Section. An Owner shall only have the authority to transfer and exchange Notes in an aggregate principal amount of $100,000 or more unless such transfer and exchange is made through a primary offering (as defined in the SEC Rule). Upon surrender of any Note at the principal office of the Note Registrar, the Note Registrar shall transfer or exchange such Note for a new Note or Notes in any Authorized Denomination of the same Stated Maturity and in the same aggregate principal amount as the Note that was presented for transfer or exchange. The Notes shall be transferable by the Purchaser or subsequent transferee only upon prior delivery to the Note Registrar and the Issuer an investment letter in substantially the form of Exhibit B hereto, signed by the transferee, stating that (a) the transferee is either (1) an "accredited investor" as defined in Rule 501 of Regulation D of the Securities and Exchange Commission (the "SEC") or (2) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended, (b) the transferee is purchasing the Notes for its own account for investment and with no present intention of selling or transferring the Notes, (c) the transferee has been provided with or given access to all financial and other information requested relating to the Notes or which it deems material in connection with the purchase of Notes, (d) the transferee considers that it has such knowledge and experience in financial and business matters, including the purchase of tax-exempt obligations, as to be independently capable of evaluating the merits and risks of investment in the Notes and to make an informed decision with respect thereto, and ( e) the transferee understands that the Notes are subject to all terms and conditions of this Note Resolution. The Notes shall be held by no more than five (5) persons at any time. Notes presented for transfer or exchange shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in a form and with guarantee of signature satisfactory to the Note Registrar, duly executed by the Owner thereof or by the Owner's duly authorized agent. In all cases in which the privilege of transferring or exchanging Notes is exercised, the Note Registrar shall authenticate and deliver Notes in accordance with the provisions of this Note Resolution. The Issuer shall pay the fees and expenses of the Note Registrar for the registration, transfer and exchange of Notes provided for by this Note Resoluliun an<l Lhe cost of printing a reasonable supply of registered note blanks. Any additional costs or fees that might be incurred in the secondary market, other than fees of the Note Registrar, are the responsibility of the Owners of the Notes. In the event any Owner fails to provide a correct taxpayer identification number to the Paying Agent, the Paying Agent may make a charge against such Owner sufficient to pay any governmental charge required to be paid as a result of such failure. In compliance with Section 3406 of the Code, such amount may be deducted by the Paying Agent from amounts otherwise payable to such Owner hereunder or under the Notes. The Issuer and the Note Registrar shall not be required (a) to register the transfer or exchange of any Note that has been called for redemption after notice of such redemption has been mailed by the Paying Agent pursuant to Article III hereof and during the period of 15 days next preceding the date of mailing of such notice of redemption; or (b) to register the transfer or exchange of any Note during a period beginning at the opening of business on the day after receiving written notice from the Issuer of its intent to pay Defaulted Interest and ending at the close of business on the date fixed for the payment of Defaulted Interest pursuant to this Article II. The Issuer and the Paying Agent may deem and treat the Person in whose name any Note is registered on the Note Register as the absolute Owner of such Note, whether such Note is overdue or not, for the purpose of receiving payment of, or on account of, the principal or Redemption Price of and interest on said Note and for all other purposes. All payments so made to any such Owner or upon the Owner's order shall be valid and effective to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid, and neither the Issuer nor the Paying Agent shall be affected by any notice to the contrary. At reasonable times and under reasonable regulations established by the Note Registrar, the Note Register may be inspected and copied by the Owners ( or a designated representative thereof) of 10% or more in principal amount of the Notes then Outstanding or any designated representative of such Owners whose authority is evidenced to the satisfaction of the Note Registrar. Section 207. Execution, Registration, Authentication and Delivery of Notes. Each of the Notes, including any Notes issued in exchange or as substitutions for the Notes initially delivered, shall be executed for and on behalf of the Issuer by the manual or facsimile signature of the Mayor, attested by the manual or facsimile signature of the Clerk and the seal of the Issuer shall be affixed thereto or imprinted thereon. The Mayor and Clerk are hereby authorized and directed to prepare and execute the Notes in the manner herein specified, and to cause the Notes to be registered in the office of the Clerk, which registration shall be evidenced by the manual or facsimile signature of the Clerk with the seal of the Issuer affixed thereto or imprinted thereon. The Notes shall also be registered in the office of the State Treasurer, which registration shall be evidenced by the manual or facsimile signature of the State Treasurer with the seal of the State Treasurer affixed thereto or imprinted thereon. The Notes shall be countersigned by the manual or facsimile signature of the Clerk and the seal of the Issuer shall be affixed or imprinted adjacent thereto following registration of the Notes by the Treasurer of the State of Kansas. In case any officer whose signature appears on any Notes ceases to be such officer before the delivery of such Notes, such signature shall nevertheless be valid and sufficient for all purposes, as if such person had remained in office until delivery. Any Note may be signed by such persons who at the actual time of the execution of such Note are the proper officers to sign such Note although at the date of such Note such persons may not have been such officers. The Mayor and Clerk are hereby authorized and directed to prepare and execute the Notes as herein specified, and when duly executed, to deliver the Notes to the Note Registrar for authentication. The Notes shall have endorsed thereon a certificate of authentication substantially in the form attached hereto as EXHIBIT A hereof, which shall be manually executed by an authorized officer or employee of the Note Registrar, but it shall not be necessary that the same officer or employee sign the certificate of authentication on all of the Notes that may be issued hereunder at any one time. No Note shall be entitled to any security or benefit under this Note Resolution or be valid or obligatory for any purpose unless and until such certificate of authentication has been duly executed by the Note Registrar. Such executed certificate of authentication upon any Note shall be conclusive evidence that such Note has been duly authenticated and delivered under this Note Resolution. Upon authentication, the Note Registrar shall deliver the Notes to the Purchaser upon instructions of the Issuer or its representative. Section 208. Mutilated, Lost, Stolen or Destroyed Notes. If (a) any mutilated Note is surrendered to the Note Registrar or the Note Registrar receives evidence to its satisfaction of the 11 destruction, loss or theft of any Note, and (b) there is delivered to the Issuer and the Note Registrar such security or indemnity as may be required by each of them, then, in the absence of notice to the Issuer or the Note Registrar that such Note has been acquired by a bona fide purchaser, the Issuer shall execute and, upon the Issuer's request, the Note Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of the same Stated Maturity and of like tenor and principal amount. If any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer, in its discretion, may pay such Note instead of issuing a new Note. Upon the issuance of any new Note under this Section, the Issuer may require the payment by the Owner of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Paying Agent) connected therewith. Every new Note issued pursuant to this Section shall constitute a replacement of the prior obligation of the Issuer, and shall be entitled to all the benefits of this Note Resolution equally and ratably with all other Outstanding Notes. Section 209. Cancellation and Destruction of Notes Upon Payment. All Notes that have been paid or redeemed or that otherwise have been surrendered to the Paying Agent, either at or before Maturity, shall be cancelled by the Paying Agent immediately upon the payment, redemption and surrender thereof to the Paying Agent and subsequently destroyed in accordance with the customary practices of the Paying Agent. The Paying Agent shall execute a certificate in duplicate describing the Notes so cancelled and destroyed and shall file an executed counterpart of such certificate with the Issuer. Section 210. Nonpresentment of Notes. If any Note is not presented for payment when the principal thereof becomes due at Maturity, if funds sufficient to pay such Note have been made available to the Paying Agent all liability of the Issuer to the Owner thereof for the payment of such Note shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the Owner of such Note, who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Note Resolution or on, or with respect to, said Note. If any Note is not presented for payment within four ( 4) years following the date when such Note becomes due at Maturity, the Paying Agent shall repay, without liability for interest thereon, to the Issuer the funds theretofore held by it for payment of such Note, and such Note shall, subject to the defense of any applicable statute of limitation, thereafter be an unsecured obligation of the Issuer, and the Owner thereof shall be entitled to look only to the Issuer for payment, and then only to the extent of the amount so repaid to it by the Paying Agent, and the Issuer shall not be liable for any interest thereon and shall not be regarded as a trustee of such money. Section 211. Sale of the Notes -Note Purchase Agreement. The Mayor is hereby authorized to enter into the Note Purchase Agreemenl bdween the Issuer and the Purchaser in substantially the form submitted to the governing body concurrently with the adoption ofthis Note Resolution, with such changes therein as shall be approved by the Mayor, such officer's signature thereon being conclusive evidence of the approval thereof. Pursuant to the Note Purchase Agreement, the Issuer agrees to sell the Notes to the Purchaser for the Purchase Price, upon the terms and conditions set forth therein. 12 ARTICLE III REDEMPTION OF NOTES Section 301. Redemption by Issuer. Optional Redemption. At the option of the Issuer, the Notes will be subject to redemption and payment prior to maturity, at any time on or after April 15 , 2020, as a whole or in part (selection of the amount of Notes to be redeemed to be determined by the Issuer in such equitable manner as it may determine), at the redemption price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the Redemption Date. Section 302. Selection of Notes to be Redeemed. Notes shall be redeemed only in an Authorized Denomination. When less than all of the Notes are to be redeemed and paid prior to their Stated Maturity, such Notes shall be redeemed in such manner as the Issuer shall determine. Notes of less than a full Stated Maturity shall be selected by the Note Registrar in a minimum Authorized Denomination of principal amount in such equitable manner as the Note Registrar may determine. In the case of a partial redemption of Notes by lot when Notes of denominations greater than a minimum Authorized Denomination are then Outstanding, then for all purposes in connection with such redemption each minimum Authorized Denomination of face value shall be treated as though it were a separate Note of the denomination of a minimum Authorized Denomination. If it is determined that one or more, but not all, of a minimum Authorized Denomination of face value represented by any Note is selected for redemption, then upon notice of intention to redeem a minimum Authorized Denomination, the Owner or the Owner's duly authorized agent shall forthwith present and surrender such Note to the Note Registrar: (1) for payment of the Redemption Price and interest to the Redemption Date of a minimum Authorized Denomination of face value called for redemption, and (2) for exchange, without charge to the Owner thereof, for a new Note or Notes of the aggregate principal amount of the unredeemed portion of the principal amount of such Note. If the Owner of any such Note fails to present such Note to the Paying Agent for payment and exchange as aforesaid, such Note shall, nevertheless, become due and payable on the redemption date to the extent of a minimum Authorized Denomination of face value called for redemption (and to that extent only). Section 303. Notice and Effect of Call for Redemption. In the event the Issuer desires to call the Notes for redemption prior to maturity, written notice of such intent shall be provided to the Note Registrar in accordance with K.S.A. 10-129, as amended, not less than 45 days prior to the Redemption Date. The Note Registrar shall call Notes for redemption and payment and shall give notice of such redemption as herein provided upon receipt by the Note Registrar at least 45 days prior to the Redemption Date of written instructions of the Issuer specifying the principal amount, Stated Maturities, Redemption Date an<l Re<lemption Prices of the Notes to be called for redemption. The Paying Agent may in its discretion waive such,notice period so long as the notice requirements set forth in this Section are met. Unless waived by any Owner of Notes to be redeemed, if the Issuer shall call any Notes for redemption and payment prior to the Stated Maturity thereof, the Issuer shall give written notice of its intention to call and pay said Notes to the Note Registrar, the State Treasurer and the Purchaser. In addition, the Issuer shall cause the Note Registrar to give written notice of redemption to the Owners of said Notes. Each of said written notices shall be deposited in the United States first class mail not less than 30 days prior to the Redemption Date. 13 All official notices of redemption shall be dated and shall contain the following information: (a) the Redemption Date; (b) the Redemption Price; ( c) if less than all Outstanding Notes are to be redeemed, the identification ( and, in the case of partial redemption of any Notes, the respective principal amounts) of the Notes to be redeemed; ( d) a statement that on the Redemption Date the Redemption Price will become due and payable upon each such Note or portion thereof called for redemption and that interest thereon shall cease to accrue from and after the Redemption Date; and (e) the place where such Notes are to be surrendered for payment of the Redemption Price, which shall be the principal office of the Paying Agent. The failure of any Owner to receive notice given as heretofore provided or an immaterial defect therein shall not invalidate any redemption. Prior to any Redemption Date, the Issuer shall deposit with the Paying Agent an amount of money sufficient to pay the Redemption Price of all the Notes or portions of Notes that are to be redeemed on such Redemption Date. Official notice ofredemption having been given as aforesaid, the Notes or portions of Notes to be redeemed shall become due and payable on the Redemption Date, at the Redemption Price therein specified, and from and after the Redemption Date (unless the Issuer defaults in the payment of the Redemption Price) such Notes or portion of Notes shall cease to bear interest. Upon surrender of such Notes for redemption in accordance with such notice, the Redemption Price of such Notes shall be paid by the Paying Agent. Installments of interest due on or prior to the Redemption Date shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption of any Note, there shall be prepared for the Owner a new Note or Notes of the same Stated Maturity in the amount of the unpaid principal as provided herein. All Notes that have been surrendered for redemption shall be cancelled and destroyed by the Paying Agent as provided herein and shall not be reissued. In addition to the foregoing notice, further notice may be given by the Issuer or the Note Registrar on behalf of the Issuer as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if official notice thereof is given as above prescribed: (a) Each further notice of redemption given hereunder shall contain the information required above for an official notice ofredemption plus (1) the date of issue of the Notes as originally issued; (2) the rate of interest borne by each Note being redeemed; (3) the maturity date of each Note being redeemed; and (4) any other descriptive information needed to identify accurately the Notes being redeemed. (b) Each further notice of redemption shall be sent at least one day before the mailing of notice to Owners by first class, registered or certified mail or overnight delivery, as determined by the Note Registrar, to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Notes and to one or more national information services that disseminate notices of redemption of obligations such as the Notes. 14 The Paying Agent is also directed to comply with any mandatory standards then in effect for processing redemptions of municipal securities established by the State or the Securities and Exchange Commission. Failure to comply with such standards shall not affect or invalidate the redemption of any Note. ARTICLE IV SECURITY FOR NOTES Section 401. Security for the Notes. The Notes shall be general obligations of the Issuer payable as to both principal and interest from general obligation bonds of the Issuer, 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 full faith, credit and resources of the Issuer are hereby irrevocably pledged for the prompt payment of the principal of and interest on the Notes as the same become due. Section 402. Levy and Collection of Annual Tax. The governing body of the Issuer shall annually make provision for the payment of principal of, premium, if any, and interest on the Notes as the same become due, if necessary, by levying and collecting the necessary taxes upon all of the taxable tangible property within the Issuer in the manner provided by law. The taxes referred to above shall be extended upon the tax rolls and shall be levied and collected at the same time and in the same manner as the other ad valorem taxes of the Issuer are levied and collected. The proceeds derived from said taxes shall be deposited in the Bond and Interest Fund, shall be kept separate and apart from all other funds of the Issuer shall thereafter be deposited in the Debt Service Account and shall be used solely for the payment of the principal of and interest on the Notes as and when the same become due, and the fees and expenses of the Paying Agent. If at any time said taxes are not collected in time to pay the principal of or interest on the Notes when due, the Treasurer is hereby authorized and directed to pay said principal or interest out of the general funds of the Issuer and to reimburse said general funds for money so expended when said taxes are collected. ARTICLE V ESTABLISHMENT OF FUNDS AND ACCOUNTS DEPOSIT AND APPLICATION OF NOTE PROCEEDS Section 501. Creation of Funds and Accounts. Simultaneously with the issuance of the Notes, there shall be created within the Treasury of the Issuer the following funds and accounts: (a) Improvement Fund for General Obligation Temporary Notes, Series 2019-2; (b) Debt Service Account for General Obligation Temporary Notes, Series 2019-2; and (c) Rebate Fund for General Obligation Temporary Notes, Series 2019-2. The Funds and Accounts established herein shall be administered in accordance with the provisions - of this Note Resolution so long as the Notes are Outstanding. 15 Section 502. Deposit of Note Proceeds. The net proceeds received from the sale of the Notes shall be deposited simultaneously with the delivery of the Notes as follows: (a) All accrued interest received from the sale of the Notes shall be deposited in the Debt Service Account. (b) The remaining balance of the proceeds derived from the sale of the Notes shall be deposited in the Improvement Fund. Section 503. Application of Moneys in the Improvement Fund. Moneys in the Improvement Fund shall be used for the sole purpose of: (a) paying the costs of the Improvements, in accordance with the plans and specifications therefor approved by the governing body of the Issuer and on file in the office of the Clerk, including any alterations in or amendments to said plans and specifications deemed advisable and approved by the governing body of the Issuer; (b) paying Costs oflssuance; (c) retiring the Refunded Notes; and (d) transferring any amounts to the Rebate Fund required by this Article V. Upon completion of the Improvements, any surplus remaining in the Improvement Fund shall be deposited in the Debt Service Account. Section 504. Substitution of Improvements; Reallocation of Proceeds. (a) The Issuer may elect for any reason to substitute or add other public improvements to be financed with proceeds of the Notes provided the following conditions are met: (1) the Substitute Improvement and the issuance of general obligation bonds to pay the cost of the Substitute Improvement has been duly authorized by the governing body of the Issuer in accordance with the laws of the State; (2) a resolution or ordinance authorizing the use of the proceeds of the Notes to pay the Financeable Costs of the Substitute Improvement has been duly adopted by the governing body of the Issuer pursuant to this Section, (3) the Attorney General of the State has approved the amendment made by such resolution or ordinance to the transcript of proceedings for the Notes to include the Substitute Improvements; and (4) the use of the proceeds of the Notes to pay the Financeable Cost of the Substitute Improvement will not adversely affect the tax-exempt status of the Notes under State or federal law. (b) The Issuer may reallocate expenditure of Note proceeds among all Improvements financed by the Notes; provided the following conditions are met: (I) the reallocation shall not cause the proceeds of the Notes allocated to any Improvement to exceed the Financeable Costs of the Improvement; and (2) the reallocation will not adversely affect the tax-exempt status of the Notes under State or federal law. Section 505. Application of Moneys in Debt Service Account. All amounts paid and credited to the Debt Service Account shall be expended and used by the Issuer for the sole purpose of paying the principal or Redemption Price of and interest on the Notes as and when the same become due and the usual and customary fees and expenses of the Note Registrar and Paying Agent. The Treasurer is authorized and directed to withdraw from Lhe Debt Service Account sums sufficient to pay both principal or Redemption Price of and interest on the Notes and the fees and expenses of the Note Registrar and Paying Agent as and when the same become due, and to forward such sums to the Paying Agent, if other than the Issuer, in a manner which ensures that the Paying Agent will receive immediately available funds in such amounts on or before the Business Day immediately preceding the dates when such principal, interest and fees of the Note Registrar and Paying Agent will become due. If, through the lapse of time or otherwise, the Owners of Notes are no longer entitled to enforce payment of the Notes or the interest thereon, the Paying Agent shall return said funds to the Issuer. All moneys deposited with the Paying Agent shall be deemed to be deposited in accordance with and subject to all of the provisions contained in this Note Resolution and shall be held in trust by the Paying Agent for the benefit of the Owners of the Notes entitled to payment from such moneys. 16 Any moneys or investments remaining in the Debt Service Account after the retirement of the indebtedness for which the Notes were issued shall be transferred and paid into the Bond and Interest Fund. Section 506. Application of Moneys in the Rebate Fund. (a) There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Federal Tax Certificate. All money at any time deposited in the Rebate Fund shall be held in trust, to the extent required to satisfy the Rebate Amount (as defined in the Federal Tax Certificate), for payment to the United States of America, and neither the Issuer nor the Owner of any Notes shall have any rights in or claim to such money. All amounts deposited into or on deposit in the Rebate Fund shall be governed by this Section and the Federal Tax Certificate. (b) The Issuer shall periodically determine the arbitrage rebate, if any, under Code § 148(f) of the Code in accordance with the Federal Tax Certificate, and the Issuer shall make payments to the United States of America at the times and in the amounts detennined under the Federal Tax Certificate. Any moneys remaining in the Rebate Fund after redemption and payment of all of the Notes and payment and satisfaction of any Rebate Amount, or provision made therefor, shall be deposited into the Bond and Interest Fund. ( c) Notwithstanding any other provision of this Note Resolution, including in particular Article VII hereof, the obligation to pay arbitrage rebate to the United States of America and to comply with all other requirements of this Section and the Federal Tax Certificate shall survive the defeasance or payment in full of the Notes. Section 507. Deposits and Investment of Moneys. Moneys in each of the Funds and Accounts shall be deposited in accordance with laws of the State, in a bank, savings and loan association or savings bank organized under the laws of the State, any other state or the United States: (a) which has a main or branch office located in the Issuer; or (b) if no such entity has a main or branch office located in the Issuer, with such an entity that has a main or branch office located in the county or counties in which the Issuer is located. All such depositaries shall be members of the Federal Deposit Insurance Corporation, or otherwise as permitted by State law. All such deposits shall be invested in Pennitted Investments as set forth in this Article or shall be adequately secured as provided by the laws of the State. All moneys held in the Funds and Accounts shall be kept separate and apart from all other funds of the Issuer so that there shall be no commingling with any other funds of the Issuer. Moneys held in any Fund or Account may be invested in accordance with this Note Resolution and the Federal Tax Certificate in Permitted Investments; provided, however, that no such investment shall be made for a period extending longer than to the date when the moneys invested may be needed for the purpose for which such fund was created. All earnings on any investments held in any Fund or Account shall accrue to and become a part of such Fund or Account; provided that, during the period of construction of the Improvements, earnings on the investment of such funds may be credited to the Debt Service Account. ARTICLE VI DEFAULT AND REMEDIES Section 601. Remedies. The provisions of the Note Resolution, including the covenants and agreements herein contained, shall constitute a contract between the Issuer and the Owners of the Notes. If an Event of Default occurs and shall be continuing, the Owner or Owners of not less than 10% in principal 17 amount of the Notes at the time Outstanding shall have the right for the equal benefit and protection of all Owners of Notes similarly situated: (a) by mandamus or other suit, action or proceedings at law or in equity to enforce the rights of such Owner or Owners against the Issuer and its officers, agents and employees, and to require and compel duties and obligations required by the provisions of the Note Resolution or by the Constitution and laws of the State; (b) by suit, action or other proceedings in equity or at law to require the Issuer, its officers, agents and employees to account as if they were the trustees of an express trust; and (c) by suit, action or other proceedings in equity or at law to enjoin any acts or things which may be unlawful or in violation of the rights of the Owners of the Notes. Section 602. Limitation on Rights of Owners. The covenants and agreements of the Issuer contained herein and in the Notes shall be for the equal benefit, protection, and security of the Owners of any or all of the Notes, all of which Notes shall be of equal rank and without preference or priority of one Note over any other Note in the application of the funds herein pledged to the payment of the principal of and the interest on the Notes, or otherwise, except as to rate of interest, date of maturity and right of prior redemption as provided in this Note Resolution. No one or more Owners secured hereby shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security granted and provided for herein, or to enforce any right hereunder, except in the manner herein provided, and all proceedings at law or in equity shall be instituted, had and maintained for the equal benefit of all Outstanding Notes. Section 603. Remedies Cumulative. No remedy conferred herein upon the Owners is intended to be exclusive of any other remedy, but each such remedy shall be cumulative and in addition to every other remedy and may be exercised without exhausting and without regard to any other remedy conferred herein. No waiver of any default or breach of duty or contract by the Owner of any Note shall extend to or affect any subsequent default or breach of duty or contract or shall impair any rights or remedies thereon. No delay or omission of any Owner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein. Every substantive right and every remedy conferred upon the Owners of the Notes by this Note Resolution may be enforced and exercised from time to time and as often as may be deemed expedient. If action or proceedings taken by any Owner on account of any default or to enforce any right or exercise any remedy has been discontinued or abandoned for any reason, or shall have been determined adversely to such Owner, then, and in every such case, the Issuer and the Owners of the Notes shall, subject to any determination in such action or proceeding or applicable law of the State, be restored to their former positions and rights hereunder, respectively, and all rights, remedies, powers and duties of the Owners shall continue as if no such suit, action or other proceedings had been brought or taken. ARTICLE VII DEFEASANCE Section 701. Defeasance. When any or all of the Notes, redemption premium, if any, or scheduled interest payments thereon have been paid and discharged, then the requirements contained in this Note Resolution and the pledge of the Issuer's faith and credit hereunder and all other rights granted hereby shall terminate with respect to the Notes or scheduled interest payments thereon so paid and discharged. Notes, redemption premium, if any, or scheduled interest payments thereon shall be deemed to have been 18 paid and discharged within the meaning of thjs Note Resolution if there has been deposited with the Paying Agent, or other commercial bank or trust company located in the State and having full trust powers, at or prior to the Stated Maturity or Redemption Date of said Notes or the interest payments thereon, in trust for and irrevocably appropriated thereto, moneys and/or Defeasance Obligations which, together with the interest to be earned on any such Defeasance Obligations, will be sufficient for the payment of the principal of or Redemption Price of said Notes and/or interest accrued to the Stated Maturity or Redemption Date, or if default in such payment has occurred on such date, then to the date of the tender of such payments. If the amount to be so deposited is based on the Redemption Price of any Notes, no such satisfaction shall occur until (a) the Issuer has elected to redeem such Notes, and (b) either notice of such redemption has been given, or the Issuer has given irrevocable instructions, or shall have provided for an escrow agent to give irrevocable instructions, to the Note Registrar to give such notice of redemption in compliance with Article III. Any money and Defeasance Obligations that at any time shall be deposited with the Paying Agent or other commercial bank or trust company by or on behalf of the Issuer, for the purpose of paying and discharging any of the Notes, shall be and are hereby assigned, transferred and set over to the Paying Agent or other bank or trust company in trust for the respective Owners of the Notes, and such moneys shall be and are hereby irrevocably appropriated to the payment and discharge thereof. All money and Defeasance Obligations deposited with the Paying Agent or such bank or trust company shall be deemed to be deposited in accordance with and subject to all of the provisions of this Note Resolution. ARTICLE VIII TAX COVENANTS Section 801. General Covenants. The Issuer covenants and agrees that: it will comply with (a) all applicable provisions of the Code necessary to maintain the exclusion from gross income for federal income tax purposes of the interest on the Notes; and (b) all provisions and requirements of the Federal Tax Certificate. The Mayor, Finance Director and Clerk are hereby authorized and directed to execute the Federal Tax Certificate in a form approved by Bond Counsel, for and on behalf of and as the act and deed of the Issuer. The Issuer will, in addition, adopt such other ordinances or resolutions and take such other actions as may be necessary to comply with the Code and with all other applicable future laws, regulations, published rulings and judicial decisions, in order to ensure that the interest on the Notes will remain excluded from federal gross income, to the extent any such actions can be taken by the Issuer. Section 802. Survival of Covenants. The covenants contained in this Article and in the Federal Tax Certificate shall remain in full force and effect notwithstanding the defeasance of the Notes pursuant to Article VII hereof or any other provision of this Note Resolution until such time as is set forth in the Federal Tax Certificate. ARTICLE IX NO OFFERING DOCUMENTS; CONTINUING DISCLOSURE Section 901. Disclosure. The Issuer has not prepared an official statement or other offering document relating to the Notes and is relying on exemption to provide and disseminate such information contained in Section ( d)(l) of the SEC Rule. In furtherance of such exemption, the Issuer certifies that: ( a) the Purchaser has certified that the Notes are being issued in denominations of $100,000 or more; and (b) the Notes are being sold to no more than thirty-five persons, each of whom the Purchaser reasonably believes: (1) has the knowledge and experience in financial and business matters that it is capable of 19 evaluating the merits and risks of the prospective investment and (2) is not purchasing for more than one account or with a view to distributing the Notes. ARTICLEX MISCELLANEOUS PROVISIONS Section 1001. Annual Audit. Annually, promptly after the end of the Fiscal Year, the Issuer will cause an audit to be made of the financial statements of the Issuer for the preceding Fiscal Year by an Independent Accountant. Within 30 days after the completion of each such audit, a copy thereof shall be filed in the office of the Clerk. Such audit shall at all times during the usual business hours be open to the examination and inspection by any taxpayer, any Owner of any of the Notes, or by anyone acting for or on behalf of such taxpayer or Owner. Upon payment of the reasonable cost of preparing and mailing the same, a copy of any annual audit will, upon request, be sent to any Owner or prospective Owner. As soon as possible after the completion of the annual audit, the governing body of the Issuer shall review such audit, and if the audit discloses that proper provision has not been made for all of the requirements of this Note Resolution, the Issuer shall promptly cure such deficiency. Section 1002. Amendments. The rights and duties of the Issuer and the Owners, and the terms and provisions of the Notes or of this Note Resolution, may be amended or modified at any time in any respect by resolution or ordinance of the Issuer with the written consent of the Owners of not less than a majority in principal amount of the Notes then Outstanding, such consent to be evidenced by an instrument or instruments executed by such Owners and duly acknowledged or proved in the manner of a deed to be recorded, and such instrument or instruments shall be filed with the Clerk, but no such modification or alteration shall: (a) extend the maturity of any payment of principal or interest due upon any Note; (b) effect a reduction in the amount which the Issuer is required to pay as principal of or interest on any Note; (c) pennit preference or priority of any Note over any other Note; or (d) reduce the percentage in principal amount of Notes required for the written consent to any modification or alteration of the provisions of this Note Resolution. Any provision of the Notes or of this Note Resolution may, however, be amended or modified by resolution or ordinance duly adopted by the governing body of the Issuer at any time in any legal respect with the written consent of the Owners of all of the Notes at the time Outstanding. Without notice to or the consent of any Owners, the Issuer may amend or supplement this Note Resolution for the purpose of curing any formal defect, omission, inconsistency or ambiguity herein, to grant to or confer upon the Owners any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Owners, to more precisely identify the Improvements, to reallocate proceeds of the Notes among Improvements, to provide for Substitute Improvements, to conform this Note Resolution to the Code or future applicable federal law concerning tax-exempt obligations, or in connection with any other change therein which is not materially adverse to the interests of the Owners. Every amendment or modification of the provisions of the Notes or of this Note Resolution, to which the written consent of the Owners is given, as above provided, shall be expressed in a resolution or 20 ordinance adopted by the governing body of the Issuer amending or supplementing the provisions of this Note Resolution and shall be deemed to be a part of this Note Resolution. A certified copy of every such amendatory or supplemental resolution or ordinance, if any, and a certified copy of this Note Resolution shall always be kept on file in the office of the Clerk, and shall be made available for inspection by the Owner of any Note or a prospective purchaser or owner of any Note authorized by this Note Resolution, and upon payment of the reasonable cost of preparing the same, a certified copy of any such amendatory or supplemental resolution or ordinance or ofthjs Note Resolution will be sent by the Clerk to any such Owner or prospective Owner. Any and all modifications made in the manner hereinabove provided shall not become effective until there has been filed with the Clerk a copy of the resolution of the Issuer hereinabove provided for, duly certified, as well as proof of any required consent to such modification by the Owners of the Notes then Outstanding. It shall not be necessary to note on any of the Outstanding Notes any reference to such amendment or modification. The Issuer shall furnish to the Paying Agent a copy of any amendment to the Notes or this Note Resolution which affects the duties or obligations of the Paying Agent under this Note Resolution. Section 1003. Notices, Consents and Other Instruments by Owners. Any notice, consent, request, direction, approval or other instrument to be signed and executed by the Owners may be in any number of concurrent writings of simjlar tenor and may be signed or executed by such Owners in person or by agent appointed in writing. Proof of the execution of any such instrument or of the writing appointing any such agent and of the ownership of Notes, if made in the following manner, shall be sufficient for any of the purposes of this Note Resolution, and shall be conclusive in favor of the Issuer and the Paying Agent with regard to any action taken, suffered or omitted under any such instrument, namely: (a) The fact and date of the execution by any person of any such instrument may be proved by a certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the person signjng such instrument acknowledged before such officer the execution thereof, or by affidavit of any witness to such execution. (b) The fact of ownership of Notes, the amount or amounts, numbers and other identification of Notes, and the date of holding the same shall be proved by the Note Register. In determining whether the Owners of the requisite principal amount of Notes Outstanding have given any request, demand, authorization, direction, notice, consent or waiver under this Note Resolution, Notes owned by the Issuer shall be disregarded and deemed not to be Outstanding under this Note Resolution, except that, in determinjng whether the Owners shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the Owners know to be so owned shall be so disregarded. Notwithstanding the foregoing, Notes so owned which have been pledged in good faith shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Owners the pledgee's right so to act with respect to such Notes and that the pledgee is not the Issuer. Section 1004. Notices. Any notice, request, complaint, demand or other communication required or desired to be given or filed under this Note Resolution shall be in writing, given to the Notice Representative at the Notice Address and shall be deemed duly given or filed if the same shall be: (a) duly mailed by registered or certified mail, postage prepaid; or (b) communicated via fax, with electronic or telephonic confirmation of receipt. Copies of such notices shall also be given to the Paying Agent. The Issuer, the Paying Agent and the Purchaser may from time to time designate, by notice given hereunder to the others of such parties, such other address to which subsequent notices, certificates or other communications shall be sent. 21 All notices given by: (a) certified or registered mail as aforesaid shall be deemed duly given as of the date they are so mailed; (b) fax as aforesaid shall be deemed duly given as of the date of confirmation of receipt. If, because of the temporary or permanent suspension of regular mail service or for any other reason, it is impossible or impractical to mail any notice in the manner herein provided, then such other forn1 of notice as shall be made with the approval of the Paying Agent shall constitute a sufficient notice. Section 1005. Electronic Transactions. The issuance of the Notes and the transactions related thereto and described herein may be conducted and documents may be stored by electronic means. Section 1006. Further Authority. The officers and officials of the Issuer, including the Mayor, Clerk, and Director of Finance are hereby authorized and directed to execute all documents and take such actions as they may deem necessary or advisable in order to carry out and perform the purposes ofthis Note Resolution and to make ministerial alterations, changes or additions in the foregoing agreements, statements, instruments and other documents herein approved, authorized and confirmed which they may approve, and the execution or taking of such action shall be conclusive evidence of such necessity or advisability. Section 1007. Severability. If any section or other part of this Note Resolution, whether large or small, is for any reason held invalid, the invalidity thereof shall not affect the validity of the other provisions of this Note Resolution. Section 1008. Governing Law. This Note Resolution shall be governed exclusively by and construed in accordance with the applicable laws of the State. Section 1009. Effective Date. This Note Resolution shall take effect and be in full force from and after its passage by the governing body of the Issuer. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] 22 ADOPTED by the governing body of the Issuer on September 23, 2019. (SEAL) ~) Mayor fl/VO ATTEST: (Signature Page to Resolution -2019-2 Notes) REGISTERED NUMBER EXHIBIT A (FORM OF NOTES) REGISTERED $5,085,000 TIDS NOTE OR ANY PORTION HEREOF MAY BE TRANSFERRED ONLY (1) TO AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501 OF REGULATION D OF THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933 AND (2) IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE NOTE RESOLUTION. Interest Rate: 2.07% OWNER: PRINCIPAL AMOUNT: UNITED STATES OF AMERICA STATE OF KANSAS COUNTY OF SALINE CITY OF SALINA GENERAL OBLIGATION TEMPORARY NOTE SERIES 2019-2 Maturity Dated Date: July 1, 2020 Date: October 15, 2019 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 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 at maturity or earlier redemption, until the Principal Amount has been paid. Method and Place of Payment. The principal or redemption price and interest thereon of this Note shall be paid at maturity or upon earlier redemption to the person in whose name this Note is registered at the maturity or redemption date thereot~ upon presentation and surrender of this Note at the principal office of the Treasurer of the State of Kansas, Topeka, Kansas (the "Paying Agent" and "Note Registrar"). Such amounts shall be payable (a) by check or draft mailed by the Paying Agent to the address of such Owner shown on the Note Register or at such other address as is furnished to the Paying Agent in writing by such Owner; or (b) in the case of a payment to any Owner of $500,000 or more in aggregate principal amount of Notes, by electronic transfer to such Owner upon written notice given to the Note Registrar by such 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 Owner wishes to have such transfer directed. The principal or redemption price of and interest on the Notes shall be payable in any coin or currency that, on the respective dates of payment thereof, is legal tender for the B-1 payment of public and private debts. Interest not punctually paid will be paid in the manner established in the within defined Note Resolution. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the hereinafter defined Note Resolution. Authorization of Notes. This Note is one of an authorized series of Notes of the Issuer designated "General Obligation Temporary Notes, Series 2019-2," aggregating the principal amount of $5 ,085 ,000 (the "Notes") issued for the purposes set forth in the Resolution of the Issuer authorizing the issuance of the Notes (the "Note Resolution"). The Notes 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. 10-101 to 10-125, inclusive, specifically including K.S.A. 10-123, K.S.A. 10-620 et seq., and K.S.A. 12- 1736 et seq., all as amended and supplemented from time to time. General Obligations. The Notes constitute general obligations of the Issuer payable as to both principal and interest from the proceeds of general obligation bonds of the Issuer, 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 full faith, credit and resources of the Issuer are hereby pledged for the payment of the principal of and interest on this Note and the issue of which it is a part as the same respectively become due. Redemption Prior to Maturity. The Notes are subject to redemption prior to maturity as set forth in the Note Resolution. Transfer and Exchange. This Note may be transferred or exchanged, as provided in the Note Resolution, only on the Note Register kept for that purpose at the principal office of the Note Registrar, upon surrender of this Note together with a written instrument of transfer or authorization for exchange satisfactory to the Note Registrar duly executed by the Owner or the Owner's duly authorized agent, and thereupon a new Note or Notes 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 Note 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 Notes and the cost of a reasonable supply of note blanks. The Issuer and the Paying Agent may deem and treat the person in whose name this Note is registered on the Note 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 Notes are issued in fully registered form in Authorized Denominations. THIS NOTE OR ANY PORTION HEREOF MAY BE TRANSFERRED ONLY (1) TO AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 50 I OF REGULATION D OF THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933 AND (2) IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE NOTE RESOLUTION. Authentication. This Note shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the hereinafter defined Note Resolution until the Certificate of Authentication and Registration hereon shall have been lawfully executed by the Note 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 Note 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 B-2 Kansas, and that the total indebtedness of the Issuer, including this series of notes, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the Issuer has caused this Note 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. (Facsimile Seal) ATTEST: By: -~(_fa_c_s_im_1_·1e~l~---------- Clerk CITY OF SALINA, KANSAS By: (facsimile) Mayor This General Obligation Temporary Note shall not be negotiable unless and until countersigned below following registration by the Treasurer of the State of Kansas. (Facsimile Seal) (facsimile) Clerk B-3 CERTIFICATE OF AUTHENTICATION AND REGISTRATION This Note is one of a series of General Obligation Temporary Notes, Series 2019-2, of the City of Salina, Kansas, described in the within-mentioned Note Resolution. Registration Date __________ _ Registration Number: _________ _ Office of the State Treasurer, Topeka, Kansas, as Note Registrar and Paying Agent By:-------------- 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 Note has been duly registered in my office according to law as of October 15, 2019. WITNESS my hand and official seal. (Facsimile Seal) (facsimile) Clerk CERTIFICATE OF STATE TREASURER OFFICE OF THE TREASURER, STATE OF KANSAS JACOB LATURNER, Treasurer of the State of Kansas, does hereby certify that a transcript of the proceedings leading up to the issuance of this Note has been filed in the office of the State Treasurer, and that this Note was registered in such office according to law on ____________ _ WITNESS my hand and official seal. (Seal) B-4 By: ------------- Treasurer of the State of Kansas NOTE ASSIGNMENT FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer to (Name and Address) (Social Security or Taxpayer Identification No.) the Note to which this assignment is affixed in the outstanding principal amount of$ _____ , standing in the name of the undersigned on the books of the Note Registrar. The undersigned do(es) hereby irrevocably constitute and appoint _________ as agent to transfer said Note on the books of said Note 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 ________________ _ 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 Notes: GILMORE & BELL, P.C. Attorneys at Law 2405 Grand Boulevard Suite 1100 Kansas City, Missouri 64108 (PRINTED LEGAL OPINION) B-5 EXHIBITB TO NOTE RESOLUTION FORM OF REPRESENTATION LETTER [date] City of Salina, Kansas Salina, Kansas Treasurer of the State of Kansas, as Note Registrar Topeka, Kansas Re: City of Salina, Kansas, General Obligation Temporary Notes, Series 2019-2 Ladies and Gentlemen: The undersigned is the transferee of$ _____ of the notes described above (the ''Notes") issued by the City of Salina, Kansas (the "Issuer") pursuant to a Note Resolution adopted by the Issuer on September 23 , 2019 (the "Note Resolution"). The undersigned hereby represents, acknowledges and covenants as follows m connection with the purchase of the Notes: 1. In purchasing the Notes, the undersigned is relying solely on information provided by the Issuer and on statements, certifications, covenants, warranties and representations of the Issuer, and on the undersigned's own knowledge and investigation of the facts and circumstances relating to the purchase of the Notes. 2. The undersigned is [an "accredited investor" within the meaning of Regulation D of the Securities and Exchange Commission][ a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933]. The undersigned has sufficient knowledge and experience in fmancial and business matters, including the purchase and ownership of tax-exempt obligations, to be capable of evaluating the merits and risks of an investment in the Notes. The undersigned has had an opportunity to obtain and has received such information and materials from the Issuer as the undersigned considers necessary to evaluate the merits and risks involved in the purchase of the Notes. 3. The undersigned has been advised that the Notes (a) have not been rated by any rating service, (b) are not being registered under the Securities Act of 1933 and are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, (c) will not be listed on any stock or other securities exchange, (d) will not be readily marketable and (e) are subject to provisions regarding restrictions on transfer set forth in the Note Resolution. 4. The undersigned is purchasing the Notes for the undersigned 's own account and not with a view to other resale or other distribution thereof provided, however, that the undersigned may transfer the Notes in accordance with the provisions of the Note Resolution and applicable law. B-6 Sincerely yours, [TRANSFEREE] By: _____________ _ Name: ---------------Date: --------------- B-7 NOTE PURCHASE AGREEMENT BETWEEN CITY OF SALINA, KANSAS AND THE BENNINGTON STATE BANK SALINA, KANSAS $5,085,000 GENERAL OBLIGATION TEMPORARY NOTES SERIES 2019-2 DATED AS OF OCTOBER 15, 2019 Mayor and Governing Body City of Salina, Kansas $5,085,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION TEMPORARY NOTES SERIES 2019-2 NOTE PURCHASE AGREEMENT September 20, 2019 On the basis of the representations, warranties and covenants and upon the terms and conditions contained in this Note Purchase Agreement, The Bennington State Bank, Salina, Kansas (the "Purchaser"), hereby offers to purchase all (but not less than all) of the above-described notes (the "Notes"), to be issued by the City of Salina, Kansas (the "Issuer"), under and pursuant to a Resolution to be adopted by the governing body of the Issuer on September 23, 2019 (the "Note Resolution"). All capitalized terms not specifically defined herein shall have the same meaning as defined in the Note Resolution, unless some other meaning is plainly indicated. This offer is made subject to acceptance of this Note Purchase Agreement by or on behalf of the governing body of the Issuer on or before 10:00 p.m., applicable Central time, on September 23, 2019. SECTION 1. PURCHASE, SALE AND DELIVERY OF THE NOTES (a) On the basis of the representations, warranties and covenants contained herein and in the other agreements and documents referred to herein, and subject to the terms and conditions herein set forth, the Purchaser agrees to purchase from the Issuer and the Issuer agrees to sell to the Purchaser the Notes not later than 12:00 Noon, applicable Central time on October 15, 2019, or such other place, time or date as shall be mutually agreed upon by the Issuer and the Purchaser at the purchase price set forth on Exhibit A attached hereto, plus accrued interest from the Dated Date to the Closing Date (the "Purchase Price"). The date of such delivery and payment is herein called the "Closing Date," the hour and date of such delivery and payment is herein called the "Closing Time" and the transactions to be accomplished for delivery of the Notes on the Closing Date shall be herein called the "Closing." The Notes shall be issued under and secured as provided in the Note Resolution and the Notes shall have the maturities and interest rates as set forth therein and on Exhibit A attached hereto, which also contains a summary of the redemption provisions of the Notes. The Notes shall contain such ulher provisions as are described in the Note Resolution. (b) The Issuer acknowledges and agrees that: (1) the purchase and sale of the Notes pursuant to this Note Purchase Agreement is an ann's-length commercial transaction between the Issuer and the Purchaser; (2) in connection with such transaction, the Purchaser is acting solely as a principal and not as an agent or a fiduciary of the Issuer; (3) the Purchaser has not assumed (individually or collectively) a fiduciary responsibility in favor of the Issuer with respect to the offering of the Notes or the process leading thereto (whether or not the Purchaser, or any affiliate of the Purchaser, has advised or is currently advising the Issuer on other matters) or any other obligation to the Issuer except with respect to the obligations expressly set forth in this Note Purchase Agreement; and ( 4) the Issuer has consulted with its own legal and financial advisors to the extent it deemed appropriate in connection with the offering of the Notes. (c) Payment of the Purchase Price for the Notes shall be made by federal wire transfer in immediately available federal funds, payable to the order of a financial institution to be designated by the Issuer for the account of the Issuer on or before the Closing Time on the Closing Date. Upon such payment, the Notes shall be delivered and released upon the instructions of the Purchaser. (d) The delivery of the Notes shall be made in definitive form, as fully registered Notes (in such denominations as the Purchaser shall specify in writing at least 48 hours prior to the Closing Time) duly executed and authenticated; provided, however, that the Notes may be delivered in temporary form . SECTION 2. ESTABLISHMENT OF ISSUE PRICE The Purchaser agrees to assist the Issuer in establishing the issue price of the Notes and shall execute and deliver to the Issuer at the Closing Time an "issue price" or similar certificate to accurately reflect, as applicable, the sales price of the Notes, in substantially the form attached hereto as Exhibit C. The Purchaser is not acting as an Underwriter with respect to the Notes. The Purchaser has no present intention to sell, reoffer, or otherwise dispose of the Notes ( or any portion of the Notes or any interest in the Notes). The Purchaser has not contracted with any person pursuant to a written agreement to have such person participate in the initial sale of the Notes, and the Purchaser has not agreed with the Issuer pursuant to a written agreement to sell the Notes to persons other than the Purchaser or a related party to the Purchaser. The term "Related Party" is defined in U.S. Treasury Regulation § 1.150-1 (b) which generally provides that the term related party means any two or more persons who have a greater than 50 percent common ownership, directly or indirectly. The term "Underwriter" means (A) any person that agrees pursuant to a written contract with the Issuer ( or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Notes to the Public, and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) of this paragraph to participate in the initial sale of the Notes to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Notes to the Public). SECTION 3. NO OFFICIAL STATEMENT No official statement or other offering document has been prepared in connection with the sale of the Notes. SECTION 4. REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE PURCHASER By the execution hereof the Purchaser hereby represents, warrants and agrees with the Issuer that as of the date hereof and at the Closing Time: (a) Purchaser is a banking corporation organized and existing under the laws of the State of Kansas with its principal corporate offices located in Salina, Kansas, and, pursuant to all necessary corporate action, is authorized to purchase the Notes and to execute and perform this Note Purchase Agreement. (b) Purchaser is knowledgeable and experienced in financial and business matters and is capable of evaluating investment merit and risks associated with its purchase of the Notes. The Purchaser has been furnished and has reviewed the provisions of the Note Resolution relating to the authorization of and security for payment of the Notes. Prior to the execution hereof Purchaser also obtained and examined such financial records and information necessary in order to enable itself to fully evaluate the terms and provisions of the Notes and of the Note Resolution authorizing their issuance and providing for the payment 2 thereof and the financial and investment merits and risks associated with the purchase of the Notes. On the basis of such information materials and Purchaser's investigation, Purchaser has made the decision to purchase the Notes and has not relied upon any representations of the Issuer or any of its officers or employees with respect to the Notes. (c) Purchaser is purchasing the Notes as an investment for its own account and not with a view to the sale, redistribution or other disposition thereof in the ordinary course of business in a transaction not amounting to a public offering as contemplated by Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act"). Purchaser acknowledges that the Notes will not be registered under the 1933 Act or any applicable state securities law. SECTION 5. ISSUER'S REPRESENTATIONS AND WARRANTIES By the Issuer's acceptance hereof the Issuer hereby represents and warrants to, and agrees with, the Purchaser that as of the date hereof and at the Closing Time: (a) The Issuer is a municipal corporation duly organized under the laws of the State of Kansas (the "State"). (b) The Issuer has complied with all provisions of the Constitution and laws of the State and has full power and authority to consummate all transactions contemplated by the Note Resolution and this Note Purchase Agreement, and all other agreements relating thereto. (c) The Issuer has duly authorized by all necessary action to be taken by the Issuer: (1) the adoption and performance of the Note Resolution; (2) the execution, delivery and performance of this Note Purchase Agreement; (3) the execution and performance of any and al I such other agreements and documents as may be required to be executed, delivered and performed by the Issuer in order to carry out, give effect to and consummate the transactions contemplated by the Note Resolution and this Note Purchase Agreement; and ( 4) the carrying out, giving effect to and consummation of the transactions contemplated by the Note Resolution and this Note Purchase Agreement. Executed counterparts of the Note Resolution and all such other agreements and documents specified herein will be made available to the Purchaser by the Issuer at the Closing Time. (d) The Note Resolution and this Note Purchase Agreement, when executed and delivered by the Issuer, will be the legal, valid and binding obligations of the Issuer enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by any applicable bankruptcy, reorganization, insolvency, moratorium or other law or laws affecting the enforcement of creditors' rights generally or against entities such as the Issuer and further subject to the availability of equitable remedies. (e) The Notes have been duly authorized by the Issuer, and when issued, delivered and paid for as provided for herein and in the Note Resolution, will have been duly executed, authenticated, issued and delivered and will constitute valid and binding general obligations of the Issuer enforceable in accordance with their terms and entitled to the benefits and security of the Note Resolution (subject to any applicable bankruptcy, reorganization, insolvency, moratorium or other law or laws affecting the enforcement of creditors' rights generally or against entities such as the Issuer and further subject to the availability of equitable remedies). The Notes are general obligations of the Issuer, payable as to both principal and interest, if necessary, 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. (f) The execution and delivery of the Note Resolution, this Note Purchase Agreement, the Notes and compliance with the provisions thereof, will not conflict with or constitute on the part of the 3 Issuer a violation or breach of, or a default under, any existing law, regulation, court or administrative decree or order, or any agreement, ordinance, resolution, mortgage, lease or other instrument to which it is subject or by which it is or may be bound. (g) The Issuer is not, or with the giving of notice or lapse of time or both would not be, in violation of or in default under its organizational documents or any indenture, mortgage, deed of trust, loan agreement, notes or other agreement or instrument to which the Issuer is a party or by which it is or may be bound, except for violations and defaults which individually and in the aggregate are not material to the Issuer and will not be material to the beneficial owners of the Notes. As of the Closing Time, no event will have occurred and be continuing which with the lapse of time or the giving of notice, or both, would constitute an event of default under the Note Resolution or the Notes. Any certificate signed by any of the authorized officials of the Issuer and delivered to the Purchaser in connection with the Closing shall be deemed a representation and warranty by the Issuer to the Purchaser as to the statements made therein. SECTION 6. COVENANTS AND AGREEMENTS OF THE ISSUER The Issuer covenants and agrees with the Purchaser for the time period specified, and if no period is specified, for so long as any of the Notes remain Outstanding, as follows: (a) The proceeds of the Notes will be used as provided in the Note Resolution in accordance with the laws of the State. (b) The proceeds of the Notes shall not be used in a manner which would jeopardize the exclusion of interest on the Notes from gross income for federal income tax purposes. SECTION 7. CONDITIONS TO THE PURCHASER'S OBLIGATIONS The Purchaser's obligations hereunder shall be subject to the due performance by the Issuer of the Issuer's obligations and agreements to be performed hereunder at or prior to the Closing Time and to the accuracy of and compliance with the Issuer's representations and warranties contained herein, as of the date hereof and as of the Closing Time, and are also subject to the following conditions: (a) The Note Resolution and the Notes shall have been duly authorized, executed and delivered in the form heretofore approved by the Purchaser with only such changes therein as shall be mutually agreed upon by the Issuer and the Purchaser. (b) At the Closing Time, the Purchaser shall receive: (1) An opinion dated as of the Closing Date of Gilmore & Bell, P.C. ("Bond Counsel"), substantially in the form attached hereto as Exhibit B. (2) A certificate of the Issuer, satisfactory in form and substance to the Purchaser, dated as of the Closing Date, to the effect that: (A) since the date of the financial statements provided to the Purchaser, there has not been any material adverse change in the business, properties, financial condition or results of operations of the Issuer, whether or not arising from transactions in the ordinary course of business, from that set forth in such financial statements, and except in the ordinary course of business or as set forth in such financial statements, the Issuer has not incurred any material liability; (B) there is no action, suit, proceeding or, to the knowledge of the Issuer, any inquiry or investigation at law or in equity or before or by any public board or body 4 pending or, to the knowledge of the Issuer, threatened against or affecting the Issuer, its officers or its property or, to the best of the knowledge of the Issuer, any basis therefor, wherein an unfavorable decision, ruling or finding would adversely affect the Issuer, the transactions contemplated hereby or by the Note Resolution, the validity or enforceability of the Notes or the Note Purchase Agreement, or the levy and collection of ad valorem taxation in amounts necessary to provide for payment of the piincipal of and interest on the Notes which are not disclosed herein or in such financial statements; (C) the Issuer has duly authorized, by all necessary action, the execution, delivery and due performance by the Issuer of this Note Purchase Agreement; and (D) the representations and warranties of the Issuer set forth in this Note Purchase Agreement were accurate and complete as of the date hereof and are accurate and complete as of the Closing Time. Subsequent to Closing, the Purchaser shall receive a complete Transcript of the Proceedings relating to the issuance of the Notes in CD-ROM format, which shall specifically include each of the forgoing documents. SECTION 8. CONDITIONS TO THE ISSUER'S OBLIGATIONS The obligations of the Issuer hereunder are subject to the Purchaser's performance of its obligations hereunder. SECTION 9. PAYMENT OF EXPENSES (a) Whether or not the Notes are sold by the Issuer to the Purchaser (unless such sale be prevented at the Closing Time by the Purchaser's default), the Purchaser, unless otherwise contracted for, shall be under no obligation to pay any expenses incident to the performance of the obligations of the Issuer hereunder; nor shall the Issuer, unless otherwise contracted for, be under any obligation to pay any expenses incident to the performance of the obligations of the Purchaser hereunder (unless such sale be prevented at the Closing Time by the Issuer's default). (b) If the Notes are sold by the Issuer to the Purchaser, except as hereinafter set forth, all expenses and costs to effect the authorization, preparation, issuance, delivery and sale of the Notes shall be paid by the Issuer out of the proceeds of the Notes or other Issuer funds. Such expenses and costs shall include, but not be limited to: (1) the fees and disbursements of Bond Counsel; (2) the fees and disbursements of the Issuer's legal counsel; (3) the expenses and costs for the preparation, printing, photocopying, execution and delivery of the Notes, this Note Purchase Agreement and all other agreements and documents contemplated hereby; ( 4) fees of the Note Registrar and Paying Agent designated by the Issuer pursuant to the Note Resolution; and (5) all costs and expenses of the Issuer relating to the issuance of the Notes. SECTION 10. NOTICE Any notice or other communication to be given under this Note Purchase Agreement may be given by mailing or delivering the same in writing to the applicable person, as follows: (a) If to the Issuer at: City of Salina, Kansas, 300 W. Ash Street, Salina, Kansas 67401 , Attention: Debbie Pack, Director of Finance and Administration. (b) Ifto the Purchaser at: The Bennington State Bank, 2130 South Ohio Street, Salina, Kansas 67401 , Attention: Ryan Commerford. 5 SECTION 11. MISCELLANEOUS (a) This Note Purchase Agreement shall be binding upon the Purchaser, the Issuer, and their respective successors. This Note Purchase Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that the representations, warranties, indemnities and agreements of the Issuer contained in this Note Purchase Agreement shall also be deemed to be for the benefit of the person or persons, if any, who control the Purchaser (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act). Nothing in this Note Purchase Agreement is intended or shall be construed to give any person, other than the persons referred to in this Paragraph, any legal or equitable right, remedy or claim under or in respect of this Note Purchase Agreement or any provision contained herein. All of the representations, warranties and agreements of the Issuer contained herein shall remain in full force and effect, regardless of: (1) any investigation made by or on behalf of the Purchaser, (2) delivery of and payment for the Notes of (3) any termination of this Note Purchase Agreement. (b) For purposes of this Note Purchase Agreement, "business day" means any day on which the New York Stock Exchange is open for trading. (c) This Note Purchase Agreement shall be governed by and construed in accordance with the laws of the State. (d) This Note Purchase Agreement may be executed in one or more counterparts, and if executed in more than one counterpart, the executed counterparts shall together constitute a single instrument. (e) This Note Purchase Agreement may not be assigned by either party without the express written consent of the other party. SECTION 12. EFFECTIVE DATE This Note Purchase Agreement shall become effective upon acceptance hereof by the Issuer. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] 6 Upon your acceptance of the offer, this Note Purchase Agreement will be binding upon the Issuer and the Purchaser. Please acknowledge your agreement with the foregoing by executing the enclosed copy of this Note Purchase Agreement and returning it to the undersigned. Date: Time: _____ ,2019 .ill. ----- Accepted and agreed to as of the date first above written. CITY OF SALINA, KANSAS ATTEST: By: ~ ~ ' Clerk (Seal) THE BENNINGTON ST.A: E BANK SALINA, KANSAS, as the Purchaser By: Date: Time: (Signature Page to Note Purchase Agreement) Upon your acceptance of the offer, this Note Purchase Agreement will be binding upon the Issuer and the Purchaser. Please acknowledge your agreement with the foregoing by executing the enclosed copy of this Note Purchase Agreement and returning it to the undersigned. Date: .• SwleJ1JJof JiP.2019 Time: ~.m. Accepted and agreed to as of the date first above written. (Seal) THE BENNINGTON STATE BANK SALINA, KANSAS, as the Purchaser ~a/:? :RyanCorrmerford Title: CFO Date: September 20 , 2019 Tune: l(L:_5{}__ A....,m. (Signature Page to Nole Purchase Agreement) EXHIBIT A $5,085,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION TEMPORARY NOTES SERIES 2019-2 CALCULATION OF PURCHASE PRICE Principal Amount Original Issue Premium/Discount Total Purchase Price MATURITY SCHEDULE Stated Maturity July 1, 2020 Principal Amount $5,085,000 $5,085,000.00 0.00 $5,085,000.00 Annual Rate Of Interest 2.07% (Plus accrued interest from October 15 , 2019) REDEMPTION OF NOTES Redemption by Issuer. Optional Redemption. At the option of the Issuer, the Notes will be subject to redemption and payment prior to maturity at any time on or after April 15, 2020, as a whole or in part (selection of the amount of Notes to be redeemed to be determined by the Issuer in such equitable manner as it may determine), at the redemption price of 100% (expressed as a percentage of the principal amount), plus accrued interest to the date of redemption. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] A-1 Governing Body City of Salina, Kansas The Bennington State Bank Salina, Kansas EXHIBITB FORM OF BOND COUNSEL OPINION [October 15, 2019] Re: $5,085,000 General Obligation Temporary Notes, Series 2019-2, of the City of Salina, Kansas, Dated October 15, 2019 We have acted as Bond Counsel in connection with the issuance by the City of Salina, Kansas (the "Issuer"), of the above-captioned notes (the "Notes"). 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 authorizing the issuance and prescribing the details of the Notes. 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 Notes have been duly authorized, executed and delivered by the Issuer and are valid and legally binding general obligations of the Issuer. 2. The Notes are payable as to both principal and interest from general obligation bonds of the Issuer 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 Issuer is required by law to include in its annual tax levy the principal and interest coming due on the Notes to the extent that necessary funds are not provided from other sources. 3. The interest on the Noles is: (a) excludable from gross income for federal income tax purposes; and (b) not an item of tax preference for purposes of the federal alternative minimum tax. The opinions set forth in this paragraph are subject to the condition that the Issuer complies with all requirements of the Internal Revenue Code of 1986, as amended (the "Code") that must be satisfied subsequent to the issuance of the Notes in order that interest thereon be, or continue to be, excludable 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 Notes to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Notes. The Notes have not been designated as "qualified tax-exempt obligations" for purposes of Code§ 265(b)(3). We express no opinion regarding other federal tax consequences arising with respect to the Notes. B-1 4. The interest on the Notes is exempt from income taxation by the State of Kansas. We express no opinion regarding the accuracy, completeness or sufficiency of any offering materials relating to the Notes. Further, we express no opinion regarding tax consequences arising with respect to the Notes other than as expressly set forth in this opinion. The rights of the owners of the Notes 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. B-2 EXHIBITC PURCHASER'S RECEIPT FOR NOTES AND CLOSING CERTIFICATE $5,085,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION TEMPORARY NOTES SERIES 2019-2 The undersigned, on behalf of The Bennington State Bank (the "Purchaser"), as the purchaser of the above-described notes (the "Notes"), being issued on the date of this Certificate by the City of Salina, Kansas (the "Issuer"), certifies and represents as follows: 1. Receipt for Notes. The Purchaser acknowledges receipt on the date hereof of all of the Notes, consisting of fully registered Notes in authorized denominations in a fonn acceptable to the Purchaser. 2. Issue Price. (a) Purchase Price. On the date of this Certificate, the Purchaser is purchasing the Notes for the amount of $5,085,000.00. The Purchaser is not a broker-dealer and is not acting as an Underwriter with respect to the Notes. The Purchaser has no present intention to sell, reoffer, or otherwise dispose of the Notes (or any portion of the Notes or any interest in the Notes). The Purchaser has not contracted with any person pursuant to a written agreement to have such person participate in the initial sale of the Notes, and the Purchaser has not agreed with the Issuer pursuant to a written agreement to sell the Notes to persons other than the Purchaser or a Related Party to the Purchaser. (b) Defined Terms. (i) The tenn "Public" means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a Related Party to an Underwriter. (ii) The tenn "Related Party" is defined in U.S. Treasury Regulation § 1.150-l(b) which generally provides that the term related party means any two or more persons who have a greater than 50 percent common ownership, directly or indirectly. (iii) The term "Underwriter" means (A) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Notes to the Public, and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) of this paragraph to participate in the initial sale of the Notes to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Notes to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this Ce1tificate represents the Purchaser's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the certifications contained herein will be relied upon by the Issuer in executing and delivering the Federal Tax Certificate and with respect to compliance with the federal income C-1 tax rules affecting the Notes, and by Gilmore & Bell, P.C., Bond Counsel to the Issuer, in rendering its opinion relating to the exclusion from federal gross income of the interest on the Notes and other federal income tax advice that it may give to the Issuer from time to time relating to the Notes. Dated: October 15, 2019 THE BENNINGTON STATE BANK By: Title: ---------------- C-2 TRANSCRIPT CERTIFICATE $5,085,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION TEMPORARY NOTES SERIES 2019-2 DATED OCTOBER 15, 2019 The undersigned Mayor and Clerk of the City of Salina, Kansas (the "Issuer"), do hereby make this certificate for inclusion in the transcript of and as a part of the proceedings authorizing and providing for the issuance of the above described notes (the "Notes"); and do hereby certify as of September 23, 2019, as follows: 1. Meaning of Words and Terms. Capitalized words and terms used herein, unless otherwise defined herein or the context requires otherwise, shall have the same meanings ascribed to such words and terms in the hereinafter defined Note Resolution authorizing the Notes. 2. Organization. The Issuer is a legally constituted city of the first class organized and existing under the laws of the State of Kansas. 3. Transcript of Proceedings. The transcript of proceedings (the "Transcript") relating to the authorization and issuance of the Notes is to the best of our know ledge, information and belief full and complete; none of such proceedings have been modified, amended or repealed, except as might be shown in the Transcript, and the facts stated in the Transcript still exist. In each and every in stance where copies appear in the Transcript, such copies are true and correct duplicates of the original instruments now on file with the Clerk. 4. Newspaper. The Salina Journal was the official newspaper of the Issuer at all times during these proceedings. 5. Meetings . All of the meetings of the governing body of the Issuer at which action was taken as shown in the Transcript were either regular meetings or duly adjourned regular meetings or special meetings duly called and held in accordance with law and the ordinances and rules of the Issuer. 6. Incumbency of Officers. The following named persons were and are the duly qualified and acting officers of the Issuer at and during all the times when action was taken as indicated in the Transcript as follows: Name Title Term of Office Trent Davis Mayor January 14, 2019 to Present Karl Ryan Mayor January 8, 2018 to January 14, 2019 Kaye Crawford Mayor April 18, 2016 to January 8, 2018 Mike Hoppock Vice-Mayor January 14, 2019 to Present Trent Davis Vice-Mayor January 8, 2018 to January 14, 2019 Karl Ryan Vice-Mayor April 18 , 2016 to January 8, 2018 Karl Ryan Commissioner April 20, 2015 to Present Joe Hay, Jr. Commissioner January 8, 2018 to Present Melissa Rose Hodges Commissioner January 9, 20 I 7 to Present Mike Hoppock Commissioner January 8, 2018 to Present Trent Davis Commissioner September 8, 2014 to Present Kaye Crawford Commissioner April 18, 2011 to January 8, 2018 Jon Blanchard Commissioner April 15 , 2013 to January 8, 2018 Shandi Wicks Clerk March 10, 2014 to Present Allison Hamm Deputy City Clerk September 7, 2017 to Present 7. Execution of Notes. The Notes have been executed with manual or facsimile signatures; and the manual or facsimile signatures appearing on the face of the Notes are manual or facsimiles of the true and genuine signatures of the Mayor and Clerk of the Issuer. Each signature has been duly filed in the office of the Secretary of State of Kansas pursuant to K.S.A. 75-4001 et seq. A facsimile of the seal of the Issuer is affixed to or imprinted on each of the Notes and on the reverse side of each of the Notes at the place where the Clerk has executed by facsimile signature the Certificate of Registration; and each Notes bears a Certificate of Registration evidencing the fact that it has been registered in the office of the Clerk. A true impression of the seal is set forth adjacent to the signature of the Clerk below. The specimen note included in the Transcript is in the form adopted by the governing body of the Issuer for the Notes. 8. Authorization and Purpose of the Notes. The Notes are being issued pursuant to Resolution No. 19-7741 (the "Note Resolution") of the Issuer pursuant to K.S.A. 10-123 for the purpose of: (a) paying a portion of the costs of certain public improvements (the "Improvements") authorized by the governing body of the Issuer pursuant to K.S.A. 10-101 to 10-125, inclusive, specifically including K.S.A. 10-123, K.S.A. 10-620 et seq., and K.S.A. 12-1736 et seq., all as amended, and all other applicable provisions of the laws of the State of Kansas; and (b) retiring on November 15, 2019 the following temporary notes of the Issuer, issued to temporarily finance the Improvements (the "Refunded Notes"): Description General Obligation Temporary Notes Series 2018-2 Dated Date Maturity Date Amount November 27, 2018 November 15, 2019 $4,945,000 The total principal amount of the Notes does not exceed the cost of the Improvements for which the Notes are issued. The interest rates on the Notes on the date of the sale of the Notes were within the maximum legal limit for interest rates under K. S .A. 10-1009, as amended. 9. Indebtedness. The currently outstanding applicable indebtedness of the Issuer, including the Notes, does not exceed any applicable constitutional or statutory limitations. A schedule that sets forth all currently outstanding general obligation indebtedness of the Issuer is attached hereto as Exhibit A and made a part hereof by reference as though fully set out herein. 10. Valuation. The total assessed valuation of the taxable tangible property within the Issuer for the year 2018 was $487,787,922. 11. Non-litigation. There is no controversy, suit or other proceedings of any kind pending or threatened wherein or whereby any question is raised or may be raised, questioning, disputing or affecting 2 in any way: (a) the legal organization of the Issuer or its boundaries; (b) the right or title of any of its officers to their respective offices; ( c) the legality of any official act shown to have been done in the Transcript; (d) the constitutionality or validity of the indebtedness represented by the Notes shown to be authorized in the Transcript; (e) the validity of the Notes, or any of the proceedings had in relation to the authorization, issuance or sale thereof; or (f) the levy and collection of a tax to pay the principal of and interest on the Notes. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] 3 WITNESS our true and genuine manual signatures and the seal of the Issuer. Mayor (SEAL) ~~ Clerk (Signature page to Transcript Certificate) EXHIBIT A SCHEDULE OF OUTSTANDING GENERAL OBLIGATION INDEBTEDNESS (as of October 15, 2019) General Obligation Bonds: Date Amount Final Amount Issued Series Purpose of Issue Maturity Outstanding * 12-15-08 2008-B Internal Improvements $3,525,000 07-01-24 $1,035,000 07-15-09 2009-A Internal Improvements 23,695,000 10-01-20 2,845,000 05-01-10 2010-A Refunding & Improvement 6,875,000 10-01-20 650,000 10-15-10 2010-B Refunding 7,860,000 10-01-23 1,720,000 07-15-11 2011-A Internal Improvements 6,565,000 10-01-21 1,095,000 07-15-12 2012-A Internal Improvements 2,365,000 10-01-27 1,495,000 07-15-12 2012-B Refunding 3,785,000 10-01-20 415,000 02-15-13 2013-A Taxable Improvements 1,360,000 10-01-28 995,000 07-15-13 2013-B Improvements 4,330,000 10-01-33 3,170,000 07-30-14 2014-A Improvements 7,570,000 10-01-34 5,240,000 07-29-15 2015-A Revenue and Internal Imp. 6,825,000 10-01-35 5,860,000 07-27-16 2016-A Internal Improvements 6,570,000 10-01-36 6,060,000 07-27-16 2016-B Refunding 13,750,000 10-01-31 13,080,000 07-27-17 2017-A Improvements 9,310,000 10-01-37 9,135,000 11-27-18 2018-A Improvements 2,090,000 10-01-33 2,090,000 04-24-19 2019-A Improvements 11 ,090,000 10-01-39 11,090,000 Total $65,975,000 Temporary Notes: Final Original Date Maturity Note Amount Series Issued Date Amount Outstanding 2018-2 11-27-18 11-15-19 $13,500,000 $00) 2019-1 04-24-19 05-01-20 6,085,000 6,085,000 2019-2 10-15-19 07-01-20 5,085,000 5,085,000 $11,170,000 <1lTo be redeemed with proceeds from the Series 2019-2 Notes. STATE OF KANSAS OFFICE OF SECRETARY OF STATE I, ScoTT SCHWAB, Kansas Secretary of State, certify that the records of this office reveal the following: The Certificate of Manual Signature for TRENT DAVIS, MAYOR CITY OF SALINA, KANSAS was filed in this office the 22nd day of May, A.D. 2019 as provided by K.S.A. 75 -4001 through 75 -4007 . IN TESTIMONY WHEREOF: I hereto set my hand and cause to be affixed my official seal . Done at the City of Topeka, this 25th day of July, A.D. 2019 SCOTT SCHWAB KANSA S SECR ETARY OF STATE CER'l1FICATE OF MANUAL SIGNATURE OFTBE CLERK OF THE CITY OFSALINA, KANSAS IN THE OFFICE QFTHE§ECRETARY OF STATE QFTBE §TATE OF KANSAS STATBOPKANSAS COUNTY OF SALINE ) ) ss. ) I, the undersigned, Shandi Wicks, being duly swom OD oath certify that I am the duly qualified Clerk of the City of Salina, Kusas, end thar the signature appearing below is my signature and I file herewith this certiflcatc pursuant to K.S.A. 75-4001 to 75~007, inclmfvc. Subscn'bcd and swam to before me as of.Iuly 14, 2014. (SEAL) My commission expires: '(,J'f::C1 J-J RECEIVED JUL I! 201' KRIS W. KOBACH SECRE'mAVOF STATE REGISTERED NUMBERR-1 REGISTERED $5,085,000 TIDS NOTE OR ANY PORTION HEREOF MAY BE TRANSFERRED ONLY (1) TO AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501 OF REGULATION D OF THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933 AND (2) IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE NOTE RESOLUTION. Interest Rate: 2.07% UNITED STATES OF AMERICA STATE OF KANSAS COUNTY OF SALINE CITY OF SALINA GENERAL OBLIGATION TEMPORARY Ol'E SERIES 2019-2 Maturity Date: July 1, 2020 r 15, 2019 OWNER: THE BENNINGTON STATE B PRINCIPAL AMOUNT: FIVE MILLI THOUSAND DOLLARS KNOW ALL PERSO S: That the City of Salina, in the County of Saline, State of Kansas (the " , hereby acknowledges itself to be indebted and promises to pay to the O tered assigns, but solely from the source and in the manner herein specifie shown above on the Maturity Date shown above, unless called for redempti ate, and to pay interest thereon at the Interest Rate per annum shown above of a 360-day year of twelve 30-day months), from the Dated Date shown above, "------=---ent date to which interest has been paid or duly provided for, payable at maturity n, until the Principal Amount has been paid. of Payment. The principal or redemption price and interest thereon of this Note shall be paid at maturity or upon earlier redemption to the person in whose name this Note is registered at the maturity or redemption date thereof, upon presentation and surrender of this Note at the principal office of the Treasurer of the State of Kansas, Topeka, Kansas (the "Paying Agent" and ''Note Registrar"). Such amounts shall be payable (a) by check or draft mailed by the Paying Agent to the address of such Owner shown on the Note Register or at such other address as is furnished to the Paying Agent in writing by such Owner; or (b) in the case of a payment to any Owner of $500,000 or more in aggregate principal amount of Notes, by electronic transfer to such Owner upon written notice given to the Note Registrar by such 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 Owner wishes to have such transfer directed. The principal or redemption price of and interest on the Notes 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 Note Resolution. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the hereinafter defined Note Resolution. Authorization of Notes. This Note is one of an authorized series of Notes of the Issuer designated "General Obligation Temporary Notes, Series 2019-2," aggregating the principal amount of $5,085,000 (the "Notes") issued for the purposes set forth in the Resolution of the Issuer authorizing the issuance of the Notes (the "Note Resolution"). The Notes 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. 10-101 to 10-125, inclusive, specifically including K.S.A. 10-123, K.S.A. 10- 620 et seq., and K.S.A. 12-1736 et seq., all as amended and supplemented from time to time. General Obligations. The Notes constitute general obligations of the Issuer payable as to both principal and interest from the proceeds of general obligation bonds of the Issuer, 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. Th full faith, credit and resources of the Issuer are hereby pledged for the payment of the principal of and inter-st on this Note and the issue of which it is a part as the same respectively become due. Redemption Prior to Maturity. The Notes are forth in the Note Resolution. Transfer and Exchange. This Note may be tran · nged, as provided in the Note Resolution, only on the Note Register kept for th9 pal office of the Note Registrar, upon surrender of this Note together with a w ·rten s sfer or authorization for exchange satisfactory to the Note Registrar duly execu ed · the e Owner's duly authorized agent, and thereupon a new Note or Notes in an tion of the same maturity and in the same aggregate principal amount shall b · exchange therefor as provided in the Note Resolution and upon payment ibed. The Issuer shall pay all costs incurred in connection with the issuance, istration of the Notes and the cost of a reasonable supply of note blanks. ent may deem and treat the person in whose name this Note is registered the absolute owner hereof for the purpose of receiving payment of, or on a redemption price hereof and interest due hereon and for all other purposes. The registered form in Authorized Denominations. THIS NOT "'·n•.-flT'I ORTION HEREOF MAY BE TRANSFERRED ONLY (1) TO AN "ACCREDITED INVESTO ' AS DEFINED IN RULE 501 OF REGULATION D OF THE UNITED STATES SECURITIES EXCHANGE COMMISSION OR A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933 AND (2) IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE NOTE RESOLUTION. Authentication. This Note shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the hereinafter defined Note Resolution until the Certificate of Authentication and Registration hereon shall have been lawfully executed by the Note 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 Note 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 notes, does not exceed any constitutional or statutory limitation. 2 IN WITNESS WHEREOF, the Issuer has caused this Note 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 By:~-~r/ Trent \V. Davis, M.D.: Mayor ATTEST: By: Clerk This General Obligation Temporary Note shall , less and until countersigned below following registration by the Treasurer of the Stat ~-~ Clerk 3 CERTIFICATE OF AUTHENTICATION AND REGISTRATION This Note is one of a series of General Obligation Temporary Notes, Series 2019-2, of the City of Salina, Kansas, described in the within-mentioned Note Resolution. Registration Date: __________ _ Registration Number: 0322-085-101519-692 STATE OF KANSAS ) ) SS. COUNTY OF SALINE ) The undersigned, Clerk of the City o been duly registered in my office accord· :g to Office of the State Treasurer, Topeka, Kansas, as Note Registrar and Paying Agent By:-------------- s hereby certify that the within Note has r 15 , 2019. ~-Jdm, By: ------------- Clerk CERTIFICATE OF STATE TREASURER OFFICE OF THE TREASURER, STATE OF KANSAS JACOB LATURNER, Treasurer of tht: State of Kansas, does hereby certify that a transcript of the proceedings leading up to the issuance of this Note has been filed in the office of the State Treasurer, and that this Note was registered in such office according to law on ___________ _ WITNESS my hand and official seal. (Seal) 4 By: -------------- Treasurer of the State of Kansas NOTE ASSIGNMENT FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer to (Name and Address) (Social Security or Taxpayer Identification No.) the Note to which this assignment is affixed in the outstanding principal amount of$ _____ , standing in the name of the undersigned on the books of the Note Re · trar. The undersigned do(es) hereby irrevocably constitute and appoint _________ as agen o transfer said Note on the books of said Note Registrar with full power of substitution in the p ·' Dated ________ _ Name here exactly as name(s) the face of Certificate) By _______________ _ 5 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 Notes: Governing Body City of Salina, Kansas The Bennington State Bank Salina, Kansas GILMORE & BELL, P.C. Attorneys at Law 2405 Grand Boulevard Suite 1100 Kansas City, Missouri 64108 [October 15, 2019] Re: $5,085 ,000 General O · Salina, Kansas, Dated We have acted as Bon ith the issuance by the City of Salina, Kansas (the "Issuer"), of the above-c otes"). In this capacity, we have examined the law and the certified procee · er documents that we deem necessary to render this opinion. Capitalized t ed herein shall have the meanings ascribed thereto in the resolution adopted the Issuer authorizing the issuance and prescribing the details of the Notes. Regarding qu stions f f: ct material to our opinion, we have relied on the certified proceedings and other certifications ~ic officials and others furnished to us without undertaking to verify them by independent investigatio . Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The Notes have been <luly authorized, executed and delivered by the Issuer and are valid and legally binding general obligations of the Issuer. 2. The Notes are payable as to both principal and interest from general obligation bonds of the Issuer 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 Issuer is required by law to include in its annual tax levy the principal and interest coming due on the Notes to the extent that necessary funds are not provided from other sources. 3. The interest on the Notes is: (a) excludable from gross income for federal income tax purposes; and (b) not an item of tax preference for purposes of the federal alternative minimum tax. The 6 op1mons set forth in this paragraph are subject to the condition that the Issuer complies with all requirements of the Internal Revenue Code of 1986, as amended (the "Code") that must be satisfied subsequent to the issuance of the Notes in order that interest thereon be, or continue to be, excludable 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 Notes to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Notes. The Notes have not been designated as "qualified tax-exempt obligations" for purposes of Code § 265(b)(3). We express no opinion regarding other federal tax consequences arising with respect to the Notes. 4. The interest on the Notes is exempt from income taxation by the State of Kansas. We express no opinion regarding the accuracy, completeness or sufficiency of any offering materials relating to the Notes. Further, we express no opinion regarding tax consequences arising with respect to the Notes other than as expressly set forth in this opinion. The rights of the owners of the Notes and the e ,~ ..... --~;:;: of may be limited by bankruptcy, insolvency, reorganization, moratorium and ecting creditors' rights generally and by equitable principles, whether considered This opinion is given as of its date, and we ass opinion to reflect any facts or circumstances that may co may occur after the date of this opinion. 7 o revise or supplement this on or any changes in law that AGREEMENT BETWEEN ISSUER AND AGENT $5,085,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION TEMPORARY NOTES SERIES 2019-2 DATED OCTOBER 15, 2019 THIS AGREEMENT, dated as of October 15, 2019, between the City of Salina, Kansas, a municipality (the "Issuer"), and the State Treasurer of Kansas, as Agent (the "Agent"). WHEREAS, for its lawful purposes, the Issuer has duly authorized the issue of the above- captioned notes (the "Securities"), and the Issuer wishes the Agent to act as its Paying Agent, Note Registrar, and Transfer Agent for the Securities: Now, therefore, it is hereby agreed as follows: I. APPOINTMENT Issuer hereby appoints or has previously appointed the State Treasurer of Kansas to act as Paying Agent, Note Registrar and Transfer Agent for the Securities. The State Treasurer of Kansas hereby accepts its appointment as the Paying Agent, Note Registrar and Transfer Agent. II. BASIC DUTIES A. Issuer or its duly authorized representative agrees to furnish Agent the name(s) and address( es) of the initial registered owner( s) of the Securities together with such registered owners' tax identification (social security) number(s), the maturity date(s), denomination(s) and interest rate(s) for each Security. B. Agent shall manually authenticate the originally issued Securities upon the written order of one or more authorized officers oflssuer. Thereafter, Agent shall manually authenticate all Securities resulting from transfer or exchange of Securities. C. Agent shall maintain an office in the City of Topeka, Kansas, where Securities may be presented for registration, transfer and exchange; and shall also maintain an office in the City of Topeka, Kansas, where Securities may be presented for payment. Agent shall keep a register of the Securities and their transfer and exchange. D. Agent may rely upon any document believed by it to be genuine and to have been signed or presented by the proper person. Agent need not investigate any fact or matter stated in the document. Agent undertakes to perform such duties and only such duties set forth in K.S.A. 10-620 et seq., except as specifically provided in this Agreement. Agent shall notify the owners of the Securities upon default in payment of principal or interest on the Securities and the Agent shall have no duties or responsibilities thereafter. III. COMPENSATION Issuer covenants and agrees to pay to Agent, as reasonable compensation for the services provided as Agent, a registration fee of $30, plus a fee of $600. This amount will be due at the time of registration unless such fee is to be paid from the proceeds of the note issue in which case Issuer agrees to pay such fee within two (2) business days of the closing of the note issue. In addition to the aforementioned fee, Issuer covenants and agrees to pay to Agent the fee as stated and required by K.S.A. 10-505 for performing the duties of paying the principal of the Securities. IV. STANDARD OF PERFORMANCE Issuer shall provide, or shall cause to be provided to Agent, a designation of whether its Securities are to be issued in certificated or uncertificated form, or both. A. STATEMENTS OF OWNERSHIP Agent agrees to provide Statements of Ownership to the owner ofuncertificated Securities. Such Statements shall be in accordance with the standards set forth by the Attorney General. All Statements shall be issued in the denominations of $100,000 or an integral multiple of $5,000 in excess thereof except for one additional Security in another denomination, which additional Security shall mature in the initial maturity year of the series of the Securities. Interest is computed on the basis of $100,000 units and in all transactions involving the payment of interest, fractions of a cent equaling or exceeding five mills sha ll be regarded as one cent; fractions of a cent less than five mills shall be disregarded. Agent shall at all times maintain an adequate supply of Statements of Ownership for any anticipated transfers or exchanges of the Statements. B. CERTIFICATED SECURITIES All certificated Securities issued by Issuer under this Agreement shall be in accordance with the standards set forth by the Attorney General and unless otherwise authorized by Agent, the principal thereof shall be payable only upon surrender of the Security to Agent. All certificates shall be issued in the denomination of $100,000 or an integral multiple of $5,000 in excess thereof except one authorized Security in another denomination which additional Security shall mature in the initial maturity year of the series of Securities. Interest is computed on the basis of $100,000 units and in all transactions involving the payment of interest, fractions of a cent equaling or exceeding five mills shall be regarded as one cent; fractions of a cent less than five mills shall be disregarded. Issuer shall at Issuer's cost provide Agent with an adequate supply of certificates for any anticipated transfers or exchanges of the certificates. Issuer shall be responsible for the payment of the printing or other expenses for such certificates. Issuer shall be responsible for obtaining appropriate "CUSIP" number(s), if any, and shall notify Agent of each number(s) prior to the issuance of the applicable Securities. C. INTEREST CALCULATIONS Agent shall calculate interest on the basis of $100,000 units, or in the case of one odd denomination, calculate the unit separately. Each intermediate unit calculation is first determined, then rounded to the sixth decimal position; i.e. whenever the seventh decimal place is equal to or greater than five the sixth decimal place is increased by one. The final 2 per unit calculation is subsequently rounded to two decimal positions. (See Attachment "A" for sample calculation.) D. SURRENDER Securities surrendered for payment, cancellation or partial redemption shall be cancelled by Agent and returned to Issuer in accordance with K.S.A. 10-111. E. TRANSFERS AND EXCHANGES 1. When Securities are presented to Agent for transfer or exchange, Agent shall so transfer or exchange such Securities if the requirements of Section 8-401 (1) of the Uniform Commercial Code are met. 2. In accordance with the authorizing Resolution of the Issuer (the "Note Resolution"), payments of interest shall be made to the owner of record of each Security as of the close of business on the fifteenth day of the month preceding each interest payment date. The Agent shall make such payments to the record owner of each Security as set forth on the registration books maintained by Agent as of such date. 3. Agent shall not be required to transfer or exchange any Security during a period beginning on the day following the fifteenth day of the month preceding any interest payment date for such Securities and ending at the close of business on the interest payment date, or to transfer or exchange any Security selected or called for redemption in whole or in part subsequent to the date notice of such redemption is given in accordance with the Note Resolution authorizing the Securities. F. REGISTRATION DATES AND FUNDS FOR PAYMENTS Date of Registration shall be affixed on the initial Securities. Subsequent transfers or exchanges shall bear a Date of Registration as of the date that all the required documentation is received at the Agent's official place of business. Issuer will provide funds to make any interest or principal payments in accordance with K.S.A. 10-130 and amendments thereto. Agent is hereby authorized to effect any semiannual payment of interest or any principal by charging the Issuer's Fiscal Agency account with Agent. G. REPLACEMENT OF SECURITIES If the owner of a Security claims that a Security has been lost, destroyed or wrongfully taken, Issuer shall issue and Agent shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met. Only Agent shall perform this function. An indemnity bond and affidavit of loss shall be provided to Agent and Issuer at the expense of the owner of the Security. Such indemnity bond and affidavit of loss must be sufficient in the judgment of Issuer and Agent to protect Issuer and Agent from any loss which any of them may suffer if the Security is replaced. Issuer may charge the Security owner for its expenses in the replacement of a Security. 3 H. REDEMPTIONS Optional Redemption. If any Securities are to be redeemed pursuant to an optional redemption in accordance with their terms, Issuer agrees to give Agent at least fifteen (15) days written notice thereof prior to the notice to be given the Security owners. If there is no provision for notice to the Security owners, Issuer agrees to give at least thirty (30) days written notice to Agent. Notice of Redemption. Agent shall then notify, by ordinary mail, the owner of such Securities to be so redeemed. Agent shall select the Securities to be so redeemed. Agent shall not be required to exchange or register a transfer of any Security for a period of fifteen (15) days preceding the date notice is to be provided to the Security owners for the purpose of selecting Securities on a partial redemption. Further, in the event notice is given to Agent for a complete redemption of the Issue according to the terms of the Note Resolution, Agent shall not be required to transfer or exchange any Security beginning on the day following the 15th day preceding the date set for redemption. I. MISCELLANEOUS Agent hereby acknowledges receipt of numbered Securities oflssuer (in a number equal to one Security for each maturity) for registration and exchange, and shall safeguard any "blank" Securities held for purpose of exchange or transfer. J. REPORTS Agent shall provide Issuer an annual report of the activity with respect to the issuance of Securities upon written request oflssuer. K. CONSTRUCTION This Agreement shall be construed in accordance with the laws of the State of Kansas and also the Note Resolution. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] 4 (SEAL) ATTEST: By:iLU~ ~ ✓ Clerk (SE CITY OF SALINA, KANSAS By: _,a.....___~____;,__,....ol. A~.----.--,,. _;r,-:._'-,____/VvO __ Mayor ~ OFFICE OF THE TREASURER OF THE STATE OF KANSAS By: (Signature page to Agreement Between Issuer and Agent -Notes) ATTACHMENT "A" SAMPLE $5 ,000.00000 ........................ Bond Unit X .06875 ........................ Interest Rate 343.750000 Rounded to six decimal places I 360 ........................ Days per year .954861 Rounded to six decimal places X 180 ........................ Day in interest period 171.874980 (Rounded to second decimal= $171.87) Unit interest is then multiplied by the number of units in the maturity. A-1 UNDERWRITING SAFEKEEPING AGREEMENT BY AND BETWEEN THE BENNINGTON STATE BANK AND THE CITY OF SALINA, KANSAS AND THE OFFICE OF THE KANSAS STATE TREASURER $5,085,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION TEMPORARY NOTES SERIES 2019-2 DATED OCTOBER 15, 2019 In order to induce The Bennington State Bank (the "Purchaser") to accept delivery of the above captioned notes (the "Notes") for safekeeping prior to the delivery of the Notes on October 15, 2019 (the "Closing Date"), the City of Salina, Kansas (the "Issuer") and the Treasurer of the State of Kansas (the "Agent") hereby agree to place the entire principal amount of the Notes, in the custody, control and possession of the Purchaser at least one day prior to the Closing Date. By executing this agreement, the Purchaser acknowledges receipt from the Agent of possession, custody, and control of the Notes, and agrees to safekeep and hold in escrow the Notes until it shall have received notification from one of the following authorized representatives of the Issuer to release or return the Notes: Shandi Wicks, Clerk, or Gilmore & Bell, P.C., Bond Counsel. Notification may be made by telephone or by receipt of an executed notice, delivered or telecopied to the Purchaser; provided, however, that if the notification is made by telephone, written notice must be sent within 24 hours of the original notification. In the event the Issuer executes the release of the Notes the Purchaser may release the Notes from escrow; however, in the event a demand for the return of the Notes is received, the Purchaser shall return the Notes as soon as practicable, but in any event, no later than the following business day. The Purchaser agrees to hold the Issuer and the Agent, as their interests may appear, and any of their officers or employees, ham1less from any liability, loss, damage or reasonable expense in connection with the loss, theft, destruction or other disappearance of the Notes while they are in the possession, custody or control of the Purchaser, prior to concluding the Closing with respect to the Notes and prior to releasing the Notes from escrow as provided herein. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] CITY OF SALINA, KANSAS Dated: September 23, 2019 By: ~111}:&1/\ ~11/\. T Clerk (Signature page to Underwriting Safekeeping Agreement) THE BENNINGTON STATE BANK Dated: September 20 2019 ~-d: Title: ..... c ... F~O------------ (Signature page lo Underwriting Safekeeping Agreement) OFFICE OF THE TREASURER OF THE STATE OF KANSAS, As Agent By: ~ l,.__)aJLJ_ Title: Director of Fiscal Services Dated: October 9, 2019 (Signature page to Underwriting Safekeeping Agreement) CLOSING CERTIFICATE $5,085,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION TEMPORARY NOTES SERIES 2019-2 DATED OCTOBER 15, 2019 The undersigned Mayor and Clerk of the City of Salina, Kansas (the "Issuer"), make this Certificate for inclusion in the transcript of and as a part of the proceedings authorizing and providing for the issuance of the above described notes (the "Notes"); and certify as of October 15, 2019 (the "Issue Date"), as follows: 1. Meaning of Words and Terms. Capitalized words and terms used in this Certificate, unless otherwise defined in this Certificate or the context requires otherwise, have the same meanings ascribed to such words and terms in the Note Resolution (defined below) authorizing the Notes. 2. Transcript of Proceedings. The transcript of proceedings relating to the authorization and issuance of the Notes (the "Transcript"), furnished to the Purchaser of the Notes, is to the best of our knowledge, information and belief full and complete; none of such proceedings have been modified, amended or repealed, except as might be shown in the Transcript; and the facts stated in the Transcript still exist. In each instance where copies appear in the Transcript, such copies are true and correct duplicates of the original instruments now on file with the Clerk. All certifications made by the Issuer in the Transcript Certificate dated September 23, 2019 are true and correct as of this date and are incorporated in this Certificate by reference. 3. The Note Resolution. The Issuer is issuing and delivering the Notes simultaneously with the delivery of this Certificate, pursuant to and in full compliance with the Constitution and statutes of the State, K.S.A. 10-101 to 10-125, inclusive, specifically including K.S.A. 10-123, K.S.A. 10-620 et seq., and K.S.A. 12-1736 et seq., and Resolution No. 19-7741 duly adopted by the governing body of the Issuer on September 23, 2019 (the "Note Resolution"). 4. Purpose of the Notes. The Notes are being issued pursuant to the Note Resolution for the purpose of: (a) paying a portion of the costs of certain public improvements (the "Improvements"); and (b) retiring on November 15 , 2019 the following temporary notes of the Issuer, issued to temporarily finance the Improvements (the "Refunded Notes"): Description General Obligation Temporary Notes Series 2018-2 Dated Date Maturity Date Amount November 27, 2018 November 15, 2019 $4,945,000 5. Security for the Notes. The Notes are general obligations of the Issuer payable as to both principal and interest from the proceeds of general obligation bonds of the Issuer, and, if not so paid, to the extent necessary, 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. 6. Sale of Notes. The Notes have been sold at rates not in excess of the limitations set forth in K.S.A. 10-1009. 7. Non-Litigation. There is no controversy, action, suit, proceeding, or to the best of our knowledge, any inquiry or investigation at law or in equity or before or by any public board or body pending or, to the best or our knowledge, threatened against or affecting the Issuer, its officers or its property, or, to the best of our knowledge, any basis therefor questioning, disputing or affecting in any way: (a) the legal organization of the Issuer or its boundaries; (b) the right or title of any of its officers to their respective offices; ( c) the legality of any official act shown to have been done in the Transcript; ( d) the constitutionality or validity of the indebtedness represented by the Notes shown to be authorized in the Transcript; (e) the validity of the Notes, or any of the proceedings had in relation to the authorization, issuance or sale thereof; (f) the levy and collection of an ad valorem property tax to pay the principal of and interest on the Notes; or (g) the federal or state tax-exempt status of the interest on the Notes; wherein any unfavorable decision, ruling or finding would adversely affect the Issuer, the transactions contemplated by the Note Purchase Agreement, or by the Note Resolution, or the validity or enforceability of the Notes or the Note Purchase Agreement. 8. Representations and Warranties Required by the Note Purchase Agreement. The Issuer has duly performed all of its obligations required to be performed at or prior to the date of this Closing Certificate by the Note Purchase Agreement and each of the Issuer's representations and warranties contained in the Note Purchase Agreement are true as of the date of this Certificate. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] 2 WITNESS our hands and the seal of the Issuer. Signature Official Title Mayor (SEAL) Clerk (Signature Page to Closing Certificate) FEDERAL TAX CERTIFICATE Dated as of October 15, 2019 ofthe CITY OF SALINA, KANSAS $5,085,000 GENERAL OBLIGATION TEMPORARY NOTES SERIES 2019-2 Section 1.01 Section 2.01 Section 2.02 Section 3.01 Section 3.02 Section 3.03 Section 3.04 Section 3.05 Section 3.06 Section 3.07 Section 3.08 Section 3.09 Section 3.10 Section 3.11 Section 3.12 Section 3.13 Section 4.01 Section 4.02 Section 4.03 Section 4.04 Section 4.05 Section 4.06 Section 5.01 Section 5.02 Section 5.03 Section 5.04 Section 5.05 Section 5.06 Section 5.07 Section 5.08 FEDERAL TAX CERTIFICATE TABLE OF CONTENTS ARTICLE I DEFINITIONS Definitions of Words and Terms ................................................................................. 1 ARTICLE II GENERAL REPRESENTATIONS AND COVENANTS Representations and Covenants of the Issuer ........................................................... 5 Continuing Application of Representations and Covenants .................................... 8 ARTICLE III ARBITRAGE CERTIFICATIONS AND COVENANTS General. ........................................................................................................................ 9 Reasonable Expectations ............................................................................................. 9 Purpose ofFinancing ................................................................................................... 9 Funds and Accounts .................................................................................................... 9 Amount and Use of Note Proceeds ............................................................................. 9 Current Refunding ...................................................................................................... 9 Completion of Financed Improvements .................................................................. 10 Sinking Funds ............................................................................................................ 10 Reserve, Replacement and Pledged Funds .............................................................. 10 Purpose Investment Yield ......................................................................................... 10 Issue Price and Yield on Notes ................................................................................. 10 Miscellaneous Arbitrage Matters ............................................................................. 10 Conclusion .................................................................................................................. 11 ARTICLE IV POST-ISSUANCE TAX COMPLIANCE General. ...................................................................................................................... 11 Record Keeping; Use of Note Proceeds and Use of Financed Improvements ...... 11 Restrictions on Investment Yield ............................................................................. 12 Procedures for Establishing Fair Market Value of Investments ........................... 12 Certain Gross Proceeds Exempt from the Rebate Requirement .......................... 15 Computation and Payment of Arbitrage Rebate and Yield Reduction Amounts 16 ARTICLE V MISCELLANEOUS PROVISIONS Term of Tax Certificate ............................................................................................ 17 Amendments .............................................................................................................. 17 Opinion of Bond Counsel. ......................................................................................... 1 7 Reliance ...................................................................................................................... 17 Severability ................................................................................................................. 17 Benefit of Certificate ................................................................................................. 17 Default; Breach and Enforcement ........................................................................... 18 Governing Law .......................................................................................................... 18 Section 5.09 Electronic Transactions ............................................................................................ 18 LIST OF EXHIBITS TO FEDERAL TAX CERTIFICATE A. IRS Form 8038-G Evidence of filing B. Receipt for Purchase Price C. Purchaser's Receipt for Notes and Issue Price Certificate D. Description of Property Comprising the Financed Improvements E. Form of Final Written Allocation Schedule 1 Debt Service Schedule and Proof of Yield 11 FEDERAL TAX CERTIFICATE TIDS FEDERAL TAX CERTIFICATE (the "Tax Certificate"), is executed as of October 15, 2019 (the "Issue Date"), by the City of Salina, Kansas (the "Issuer"). RECITALS 1. This Tax Certificate is being executed and delivered in connection with the issuance by the Issuer of $5,085 ,000 principal amount of General Obligation Temporary Notes, Series 2019-2 (the "Notes"), under the Note Resolution (as defined herein), for the purposes described in this Tax Certificate and in the Note Resolution. 2. The Internal Revenue Code of 1986, as amended (the "Code"), and the applicable Regulations and rulings issued by the U.S. Treasury Department (the "Regulations"), impose certain limitations on the uses and Investment of the Note proceeds and of certain other money relating to the Notes and set forth the conditions under which the interest on the Notes will be excluded from gross income for federal income tax purposes. 3. The Issuer is executing this Tax Certificate in order to set forth certain facts, covenants, representations, and expectations relating to the use of Note proceeds and the property financed or refinanced with those proceeds and the Investment of the Note proceeds and of certain other related money, in order to establish and maintain the exclusion of the interest on the Notes from gross income for federal income tax purposes and to provide guidance for complying with the arbitrage rebate and yield reduction provisions of Code § 148(f). 4. The Issuer adopted a Tax Compliance Procedure (as defined below) for the purpose of setting out general procedures for the Issuer to continuously monitor and comply with the federal income tax requirements set out in the Code and the Regulations. This Tax Certificate is entered into as required by the Tax Compliance Procedure, in part, to set out specific tax compliance procedures applicable to the Notes. NOW, THEREFORE, in consideration of the foregoing and the mutual representations, covenants and agreements set forth in this Tax Certificate, the Issuer represents, covenants and agrees as follows: ARTICLE I DEFINITIONS Section 1.01 Definitions of Words and Terms. Except as otherwise provided in this Tax Certificate or unless the context otherwise requires, capitalized words and terms used in this Tax Certificate have the same meanings as set forth in the Note Resolution, and certain other words and phrases have the meanings assigned in Code§§ 103, 141-150 and the Regulations. The following words and terms used in this Tax Certificate have the following meanings: "Adjusted Gross Proceeds" means the Gross Proceeds of the Notes, reduced by amounts: (a) in a Bona Fide Debt Service Fund or a reasonably required reserve or replacement fund , (b) that as of the Issue Date are not expected to be Gross Proceeds, but which arise after the end of the applicable spending period, and ( c) representing grant repayments or sale or Investment proceeds of any purpose Investment. 1 "Annual Compliance Checklist" means a checklist for each of the Financed Improvements designed to measure compliance with the requirements of this Tax Certificate and the Tax Compliance Procedure after the Issue Date, as further described in Section 4. 02. "Bona Fide Debt Service Fund" means a fund, which may include Note proceeds, that: (a) is used primarily to achieve a proper matching of revenues with principal and interest payments within each Note Year; and (b) is depleted at least once each Note Year, except for a reasonable carryover amount not to exceed the greater of (1) the earnings on the fund for the immediately preceding Note Year, or (2) one- twelfth of the principal and interest payments on the Notes for the immediately preceding Note Year. "Bond Compliance Officer" means the Issuer's Director of Finance or other person named in the Tax Compliance Procedure. "Bond Counsel" means Gilmore & Bell, P.C., or another firm of nationally recognized bond counsel acceptable to the Issuer. "Code" means the Internal Revenue Code of 1986, as amended. "Computation Date" means July 1, 2020, the date the last Note is discharged, but the Issuer reserves the right to select a different date consistent with the Regulations. "Final Written Allocation" means the Final Written Allocation of expenditures prepared by the Bond Compliance Officer in accordance with the Tax Compliance Procedure and Section 4.02(b) of this Tax Certificate, a sample form of which is attached to this Tax Certificate as Exhibit E. "Financed Improvements" means the portion of the Improvements financed or refinanced with the proceeds of the Original Obligations, as described in the Note Resolution and on Exhibit D. "Gross Proceeds" means (a) sale proceeds (any amounts actually or constructively received by the Issuer from the sale of the Notes, amounts used to pay underwriting discount or fees, but excluding pre- issuance accrued interest), including (b) Investment proceeds (any amounts received from investing sale proceeds, or other Investment proceeds), (c) any amounts held in a sinking fund for the Notes, (d) any amounts held in a pledged fund or reserve fund for the Notes, (e) any other replacement proceeds and (f) any transferred proceeds. Specifically, the term Gross Proceeds includes (but is not limited to) amounts held in the following funds and accounts: (1) Improvement Fund; (2) Debt Service Account; (3) Rebate Fund (to the extent funded with sale proceeds or Investment proceeds of the Notes. "Guaranteed Investment Contract" is any Investment with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate, including any agreement to supply Investments on two or more future dates (e.g., a forward supply contract). "Improvements" means all of the property being acquired, developed, constructed, renovated, and equipped by the Issuer using proceeds of the Notes or the Original Obligations and other money contributed by the Issuer, as described on Exhibit D. 2 "Investment" means any security, obligation, annuity contract or other investment-type property that is purchased directly with, or otherwise allocated to, Gross Proceeds. This term does not include a tax- exempt bond, except for "specified private activity bonds" as defined in Code § 57(a)(5)(C), but does include the investment element of most interest rate caps. "ffiS" means the United States Internal Revenue Service. "Issue Date" means October 15 , 2019. "Issuer" means the City of Salina, Kansas, and its successors and assigns, or any body, agency or instrumentality of the State succeeding to or charged with the powers, duties and functions of the Issuer. "Management or Service Agreement" means a legal agreement defined in Regulations § 1.141- 3(b) as a management, service, or incentive payment contract with an entity that provides services involving all or a portion of any function of the Financed Improvements, such as a contract to manage the entire Financed Improvements or a portion of the Financed Improvements. However, contracts for services that are solely incidental to the primary governmental function of the Financed Improvements (for example, contracts for janitorial, office equipment repair, billing, or similar services) are not treated as Management or Service Agreements. "Measurement Period" means, with respect to each item of property financed as part of the Financed Improvements with proceeds of the Original Obligations, the period beginning on the later of (i) the respective issue date of the Original Obligations or (ii) the date the property was or will be placed in service, and ending on the earlier of (A) the final maturity date of the Notes or (B) the end of the expected economic useful life of the property. "Minor Portion" means the lesser of $100,000 or 5% of the sale proceeds of the Notes. "Net Proceeds" means the sale proceeds of the Notes (excluding pre-issuance accrued interest), less any proceeds deposited in a reasonably required reserve or replacement fund, plus all Investment earnings on such sale proceeds. "Non-Qualified Use" means use of Note proceeds or the Financed Improvements in a trade or business carried on by any Non-Qualified User. The rules set out in Regulations § 1.141-3 determine whether Note proceeds or the Financed Improvements are "used" in a trade or business. Generally, ownership, a lease, or any other use that grants a Non-Qualified User a special legal right or entitlement with respect to the Financed Improvements, will constitute use under Regulations § 1.141-3. "Non-Qualified User" means any person or entity other than a Qualified User. "Note" or "Notes" means any note or notes of the Issuer's General Obligation Temporary Notes, Series 2019-2, described in the recitals, authenticated and delivered under the Note Resolution. "Note Purchase Agreement" means the Note Purchase Agreement dated as of September 20, 2019, between the Issuer and the Purchaser. "Note Resolution" means Resolution No. 19-7741 of the Issuer duly adopted by the governing body of the Issuer on September 23 , 2019, as originally executed by the Issuer as amended and supplemented in accordance with the provisions of the Note Resolution. 3 "Original Obligations" means the temporary notes issued by the Issuer from time to time to finance the Financed Improvements. "Post-Issuance Tax Requirements" means those requirements related to the use of proceeds of the Notes, the use of the Financed Improvements and the investment of Gross Proceeds that apply after the Issue Date of the Notes. "Preliminary Expenditures" means: (a) costs incurred for architectural, engineering, surveying, soil testing, costs of issuance, and similar costs prior to commencement of acquisition, construction, or rehabilitation of the Financed Improvements, other than land acquisition, site preparation, and similar costs incident to commencement of construction of the Financed Improvements up to an amount not in excess of 20 percent of the issue price of the Original Obligations; and (b) costs incurred in an amount not in excess of the lesser of $100,000 or 5% of the sale proceeds of the Original Obligations. "Purchaser" means The Bennington State Bank, Salina, Kansas, the original purchaser of the Notes, and any successor and assigns. "Qualified Equity" means funds that are not derived from proceeds of a tax-exempt financing that are spent on the Improvements at any time during the period beginning not earlier than the later of (a) 60 days prior to the Official Intent Date or (b) three years prior to the Issue Date, and ending not later than the date the Improvements is capable of and actually used at substantially its designed level. Qualified Equity excludes an ownership interest in real property or tangible personal property. "Qualified Use Agreement" means any of the following: (a) A lease or other short-term use by members of the general public who occupy the Financed Improvements on a short-term basis in the ordinary course of the Issuer's governmental purposes. (b) Agreements with Qualified Users or Non-Qualified Users to use all or a portion of the Financed Improvements for a period up to 200 days in length pursuant to an arrangement whereby (1) the use of the Financed Improvements under the same or similar arrangements is predominantly by natural persons who are not engaged in a trade or business and (2) the compensation for the use is determined based on generally applicable, fair market value rates that are in effect at the time the agreement is entered into or renewed. Any Qualified User or Non-Qualified User using all or any portion of the Financed Improvements under this type of arrangement may have a right of first refusal to renew the agreement at rates generally in effect at the time of the renewal. (c) Agreements with Qualified Users or Non-Qualified Users to use all or a portion of the Financed Improvements for a period up to 100 days in length pursuant to arrangements whereby (1) the use of the property by the person would be general public use but for the fact that generally applicable and uniformly applied rates are not reasonably available to natural persons not engaged in a trade or business, (2) the compensation for the use under the arrangement is determined based on applicable, fair market value rates that are in effect at the time the agreement is entered into or renewed, and (3) the Financed Improvements was not constructed for a principal purpose of providing the property for use by that Qualified User or Non-Qualified User. Any Qualified User or Non-Qualified User using all or any portion of the Financed Improvements under this type of arrangement may have a right of first refusal to renew the agreement at rates generally in effect at the time of the renewal. (d) Agreements with Qualified Users or Non-Qualified Users to use all or a portion of the Financed Improvements for a period up to 50 days in length pursuant to a negotiated arm's-length 4 arrangement at fair market value so long as the Financed Improvements was not constructed for a principal purpose of providing the property for use by that person. "Qualified User" means a state, territory, possession of the United States, the District of Columbia, or any political subdivision thereof, or any instrumentality of such entity, but it does not include the United States or any agency or instrumentality of the United States. "Reasonable Retainage" means Gross Proceeds retained by the Issuer for reasonable business purposes, such as to ensure or promote compliance with a construction contract; provided that such amount may not exceed (a) for purposes of the 18-month spending test, 5% of net sale proceeds of the New Money Portion on the date 18 months after the Issue Date, or (b) for purposes of the 2-year spending test, 5% of the Available Construction Proceeds as of the end of the 2-year spending period. "Rebate Analyst" means Gilmore & Bell, P.C. or any successor rebate analyst selected pursuant to this Tax Certificate. "Refunded Notes" means that portion of the Series 2018-2 Notes refunded by the Notes. "Regulations" means all Regulations issued by the U.S. Treasury Department to implement the provisions of Code§§ 103 and 141 through 150 and applicable to the Notes. "Series 2018-2 Notes" means the Issuer's General Obligation Temporary Notes, Series 2018-2, dated November 27, 2018. "State" means the State of Kansas. "Tax Certificate" means this Federal Tax Certificate as it may from time to time be amended and supplemented in accordance with its terms. "Tax Compliance Procedure" means the Issuer's Tax and Securities Compliance Policy and Procedure, dated June 11 , 2012, as amended and supplemented in accordance with the terms of the Tax Compliance Procedure. "Tax-Exempt Bond File" means documents and records for the Notes, maintained by the Bond Compliance Officer pursuant to the Tax Compliance Procedure. "Transcript" means the Transcript of Proceedings relating to the authorization and issuance of the Notes. "Yield" means yield on the Notes, computed under Regulations § 1.148-4, and yield on an Investment, computed under Regulations § 1.148-5 . ARTICLE II GENERAL REPRESENTATIONS AND COVENANTS Section 2.01 Representations and Covenants of the Issuer. The Issuer represents and covenants as follows: 5 (a) Organization and Authority. The Issuer: (1) is a city of the first class, duly created, organized and existing under the Constitution and laws of the State; (2) has lawful power and authority to issue the Notes for the purposes set forth in the Note Resolution, to enter into, execute and deliver the Note Resolution, the Notes; and this Tax Certificate and to carry out its obligations under this Tax Certificate and under such documents; and (3) by all necessary action has been duly authorized to execute and deliver the Note Resolution, the Notes, and this Tax Certificate, acting by and through its duly authorized officials. (b) Tax-Exempt Status of Notes-General Covenant and Allocation of Proceeds to Project. (1) The Issuer (to the extent within its power or direction) will not use any money on deposit in any fund or account maintained in connection with the Notes, whether or not such money was derived from the proceeds of the sale of the Notes or from any other source, in a manner that would cause the Notes to be "arbitrage bonds," within the meaning of Code§ 148, and will not (to the extent within its power or direction) otherwise use or permit the use of any Note proceeds or any other funds of the Issuer, directly or indirectly, in any manner, or take or permit to be taken any other action or actions, that would cause interest on the Notes to be included in gross income for federal income tax purposes. (2) The Issuer has accounted for and will account for the expenditure of the proceeds of the Original Obligations and Qualified Equity for the Financed Improvements as described in Section 4.02. For purposes of the following covenants related to the use of the Financed Improvements, any Non-Qualified Use shall be treated as first allocated entirely to the portion of the Financed Improvements financed with Qualified Equity. (c) Governmental Obligations-Use of Proceeds. Throughout the Measurement Period: (1) all of the Financed Improvements have been and are expected to be owned by the Issuer or another Qualified User; (2) no portion of the Financed Improvements has been or is expected to be used in a Non-Qualified Use; and (3) the Issuer will not permit any Non-Qualified Use of the Financed Improvements without first consulting with Bond Counsel. The Issuer will monitor the usage of all portions of the Financed Improvements during the Measurement Period and will take any action or refrain from any action (which may include "remedial action" in accordance with Regulations § 1 .141-12, which could involve redemption or defeasance of all or a portion of the Notes), as specified in advice from Bond Counsel, as necessary to maintain the exclusion of the interest on the Notes from gross income for federal income tax purposes. The Issuer understands that remedial action could include redemption or defeasance of all or a portion of the Notes. (d) Governmental Obligations-Private Security or Payment. As of the Issue Date, the Issuer expects that none of the principal of and interest on the Notes will be, and none of the principal of and interest on the Refunded Notes and on all other obligations which directly or indirectly refinanced the Original Obligations has been, (under the terms of the Notes or any underlying arrangement) directly or indirectly: (I) secured by (i) any interest in property used or to be used for a private business use, or (ii) any interest in payments in respect of such property; or (2) derived from payments (whether or not such payments are made to the Issuer) in respect of property, or borrowed money, used or to be used for a private business use. 6 For purposes of the foregoing, taxes of general application, including payments in lieu of taxes, are not treated as private payments or as private security. The Issuer will not permit any private security or payment with respect to the Notes without first consulting with Bond Counsel. ( e) No Private Loan. Not more than 5% of the net proceeds of the Notes will be loaned directly or indirectly to any Non-Qualified User. (f) Management or Service Agreements. As of the Issue Date, the Issuer has no Management Agreements with Non-Qualified Users. During the Measurement Period, the Issuer will not enter into or renew any Management or Service Agreement with any Non-Qualified User without first consulting with Bond Counsel. (g) Leases. As of the Issue Date, the Issuer has not entered into any leases of any portion of the Financed Improvements. During the Measurement Period, the Issuer will not enter into or renew any lease or similar agreement or arrangement other than a Qualified Use Agreement without first consulting with Bond Counsel. During the Measurement Period, the Issuer will not enter into or renew any lease or similar agreement or arrangement other than a Qualified Use Agreement without first consulting with Bond Counsel. (h) Limit on Maturity of Notes. A list of the assets included in the Financed Improvements and a computation of the "average reasonably expected economic life" is attached to this Tax Certificate as Exhibit D. Based on this computation, the "average maturity" of the Notes is 0.7111 years, as computed by Bond Counsel and shown on Schedule 1, does not exceed 120% of the average reasonably expected economic life of the Financed Improvements. (i) Expenditure of Note Proceeds; Reimbursement of Expenditures; Official Intent. (1) The Issuer will evidence each allocation of the proceeds of the Original Obligations and Qualified Equity for the Financed Improvements to an expenditure in writing. No allocation will be made more than 18 months following the later of (i) the date of the expenditure or (ii) the date the Financed Improvements were placed in service. (2) The governing body of the Issuer has adopted resolutions declaring the intent of the Issuer to finance the Financed Improvements with tax-exempt obligations and to reimburse the Issuer for expenditures made for the Financed Improvements prior to the issuance of those obligations. The resolution is contained in Tab 1 of the Transcript. No Net Proceeds of the Original Obligations were used to reimburse an expenditure paid by the Issuer more than 60 days prior to the date the respective resolution referenced herein was adopted. No reimbursement allocation has been or will be made for an expenditure paid more than 3 years before the date of the reimbursement allocation. No reimbursement allocation has been or will be made more than 18 months following the later of the date of the expenditure or the date that portion of the Financed Improvements is placed in service. (j) Registered Notes. The Note Resolution requires that all of the Notes will be issued and held in registered form within the meaning of Code§ 149(a). (k) Notes Not Federally Guaranteed. The Issuer will not take any action or permit any action to be taken which would cause any Note to be "federally guaranteed" within the meaning of Code§ 149(b). 7 (I) IRS Form 8038-G. Bond Counsel will prepare IRS Form 8038-G (Information Return for Tax-Exempt Governmental Obligations) based on the representations and covenants of the Issuer contained in this Tax Certificate or otherwise provided by the Issuer. Bond Counsel will sign the return as a paid preparer following completion and will then deliver copies to the Issuer for execution and for the Issuer's records. The Issuer agrees to timely execute and return to Bond Counsel the execution copy of Form 8038- G for filing with the IRS. A copy of the IRS Form 8038-G as filed with the IRS, with proof of filing, will be included in Exhibit A of Tax Certificate. (m) No Hedge Bonds. At least 85% of the net sale proceeds (the sale proceeds less any sale proceeds invested in a reserve fund) of the Original Obligations were or will be used to carry out the governmental purpose of the Original Obligations within three years after the issue date of the Original Obligations, and not more than 50% of the proceeds of the Original Obligations were or will be invested in Investments having a substantially guaranteed Yield for four years or more. (n) Single Issue; No Other Issues. The Notes constitute a single "issue" under Regulations§ 1.150-l(c). No other debt obligations of the Issuer (1) are being sold within 15 days of the sale of the Notes, (2) are being sold under the same plan of financing as the Notes, and (3) are expected to be paid from substantially the same source of funds as the Notes ( disregarding guarantees from unrelated parties, such as bond insurance). ( o) Interest Rate Swap. As of the Issue Date, the Issuer has not entered into an interest rate swap agreement or any other similar arrangement designed to modify its interest rate risk with respect to the Notes or the Refunded Notes. The Issuer will not enter into any such arrangement in the future without first consulting with Bond Counsel. (p) Guaranteed Investment Contract. As of the Issue Date, the Issuer does not expect to enter into a Guaranteed Investment Contract for any Gross Proceeds of the Notes. The Issuer will be responsible for complying with Section 4.04(d) hereof if it decides to enter into a Guaranteed Investment Contract at a later date. (q) Bank Qualified Tax-Exempt Obligation. The Notes are not "qualified tax exempt obligations" under Code§ 265(b)(3). (r) Compliance with Future Tax Requirements. The Issuer understands that the Code and the Regulations may impose new or different restrictions and requirements on the Issuer in the future. The Issuer will comply with such future restrictions that are necessary to maintain the exclusion of the interest on the Notes from gross income for federal income tax purposes. Section 2.02 Continuing Application of Representations and Covenants. All representations, covenants and certifications contained in this Tax Certificate or in any certificate or other instrument delivered by the Issuer under this Tax Certificate, will survive the execution and delivery of such documents and the issuance of the Notes, as representations of facts existing as of the date of execution and delivery of the instruments containing such representations. The foregoing covenants of this Section will remain in full force and effect notwithstanding the defeasance of the Notes. 8 ARTICLE III ARBITRAGE CERTIFICATIONS AND COVENANTS Section 3.01 General. The purpose of this Article is to certify, under Regulations § 1.148-2(b ), the Issuer's expectations as to the sources, uses and investment of Note proceeds and other money, in order to support the Issuer's conclusion that the Notes are not arbitrage bonds. The person executing this Tax Certificate on behalf of the Issuer is an officer of the Issuer responsible for issuing the Notes. Section 3.02 Reasonable Expectations. The facts, estimates and expectations set forth in this Article are based upon and in reliance upon the Issuer's understanding of the documents and certificates that comprise the Transcript, and the representations, covenants and certifications of the parties contained therein. To the Issuer's knowledge, the facts and estimates set forth in this Tax Certificate are accurate, and the expectations of the Issuer set forth in this Tax Certificate are reasonable. The Issuer has no knowledge that would cause it to believe that the representations, warranties and certifications described in this Tax Certificate are unreasonable or inaccurate or may not be relied upon. Section 3.03 Purpose of Financing. The Notes are being issued for the purpose of providing funds to refund the Refunded Notes. Section 3.04 Funds and Accounts. The following funds and accounts have been established under the Note Resolution: (a) Improvement Fund; (b) Debt Service Account; ( c) Rebate Fund. Section 3.05 Amount and Use of Note Proceeds. (a) Amount of Note Proceeds. The total proceeds to be received by the Issuer from the sale of the Notes are as evidenced in Exhibit B attached to this Tax Certificate. (b) Use of Note Proceeds. The Note proceeds are expected to be deposited m the Improvement Fund and allocated to expenditures as follows: (1) The sum of $30,454.51 of Note proceeds will be used to pay the costs of issuance of the Notes. (2) The sum of $5,054,545.49 of Note proceeds will be transferred to the paying agent for the Refunded Notes, with irrevocable instructions to apply such amount to the payment of the Refunded Notes. Section 3.06 Current Refunding. (a) Proceeds Used for Current Refunding. Proceeds of the Notes will be used to pay principal of and interest on the Refunded Notes. All such proceeds shall be spent not later than 90 days after the Issue Date. 9 (b) Transferred Proceeds. Upon discharge of the Refunded Notes with proceeds of the Bonds, a ratable portion of the remaining unspent proceeds of the Refunded Notes will become proceeds of the Bonds ( determined in accordance Regulations § 1 .148-9(b )). Section 3.07 Completion of Financed Improvements. The completion of the Financed Improvements and the allocation of the Original Obligations to expenditures has proceeded and will continue to proceed with due diligence. At least 85% of the proceeds of the Original Obligations has been or will be allocated to expenditures on the Financed Improvements within three years after the respective issue date of the Original Obligations. Section 3.08 Sinking Funds. Except for the Debt Service Account, no sinking fund or other similar fund that is expected to be used to pay principal of or interest on the Notes has been established or is expected to be established. Section 3.09 Reserve, Replacement and Pledged Funds. (a) No Reserve Fund. No reserve fund has been or will be established for the Notes. (b) No Replacement or Pledged Funds. None of the Note proceeds will be used as a substitute for other funds that were intended or earmarked to pay costs of the Financed Improvements or refund the Refunded Notes, and that instead has been or will be used to acquire higher yielding Investments. Except for the Debt Service Account, there are no other funds pledged or committed in a manner that provides a reasonable assurance that such funds would be available for payment of the principal of or interest on the Notes if the Issuer encounters financial difficulty. Section 3.10 Purpose Investment Yield. The proceeds of the Notes will not be used to purchase an Investment for the purpose of carrying out the governmental purpose of the financing. Section 3.11 Issue Price and Yield on Notes. (a) Issue Price. Based on the Purchaser's certifications set forth in the certificate attached hereto as Exhibit C, the Issuer hereby elects to establish the issue price of the Notes pursuant to Regulations § 1.148-1 (f)(2)(i) (relating to the so-called "private placement rule"). Therefore, the aggregate issue price of the Notes for such purpose is $5 ,085,000. (b) Note Yield. Based on the issue price, the Yield on the Notes is 2.0655%, as computed by Bond Counsel as shown on Schedule 1 . The Issuer has not entered into an interest rate swap agreement with respect to any portion of the proceeds of the Notes. Section 3.12 Miscellaneous Arbitrage Matters. (a) No Abusive Arbitrage Device. The Notes are not and will not be part of a transaction or series of transactions that has the effect of (1) enabling the Issuer to exploit the difference between tax- exempt and taxable interest rates to gain a material financial advantage, and (2) overburdening the tax- exempt bond market. (b) No Over-Issuance. The sale proceeds of the Notes, together with expected Investment earnings thereon and other money contributed by the Issuer, do not exceed the cost of the governmental purpose of the Notes as described above. Section 3.13 Conclusion. On the basis of the facts, estimates and circumstances set forth in this Tax Certificate, the Issuer does not expect that the Note proceeds will be used in a manner that would cause any Note to be an "arbitrage bond" within the meaning of Code § 148 and the Regulations. ARTICLE IV POST-ISSUANCE TAX COMPLIANCE Section 4.01 General. (a) Purpose of Article. The purpose of this Article IV is to supplement the Tax Compliance Procedure and to set out specific policies and procedures governing compliance with the federal income tax requirements that apply after the Notes are issued. The Issuer recognizes that interest on the Notes will remain excludable from gross income only if the Post-Issuance Tax Requirements are followed after the Issue Date. The Issuer further acknowledges that written evidence substantiating compliance with the Post- Issuance Tax Requirements must be retained in order to permit the Notes to be refinanced with tax-exempt obligations and substantiate the position that interest on the Notes is exempt from gross income in the event of an audit of the Notes by the IRS . (b) Written Policies and Procedures of the Issuer. The Issuer intends for the Tax Compliance Procedure, as supplemented by this Tax Certificate, to be its primary written policies and procedures for monitoring compliance with the Post-Issuance Tax Requirements for the Notes and to supplement any other formal policies and procedures related to the Post-Issuance Tax Requirements that the Issuer has established or establishes in the future. The provisions of this Tax Certificate are intended to be consistent with the Tax Compliance Procedure. In the event of any inconsistency between the Tax Compliance Procedure and this Tax Certificate, the terms of this Tax Certificate will govern. (c) Bond Compliance Officer. The Issuer when necessary to fulfill the Post-Issuance Tax Requirements will, through its Bond Compliance Officer, sign Form 8038-T in connection with the payment of arbitrage rebate or yield reduction payments, participate in any federal income tax audit of the Notes or related proceedings under a voluntary compliance agreement procedures (VCAP) or undertake a remedial action procedure pursuant to Regulations§ 1.141-12. In each case, all costs and expenses incurred by the Issuer shall be treated as a reasonable cost of administering the Notes and the Issuer shall be entitled to reimbursement and recovery of its costs to the same extent as provided in the Note Resolution or State law. Section 4.02 Record Keeping; Use of Note Proceeds and Use of Financed Improvements. (a) Record Keeping. The Bond Compliance Officer will maintain the Tax-Exempt Bond File for the Notes in accordance with the Tax Compliance Procedure. Unless otherwise specifically instructed in a written Opinion of Bond Counsel or to the extent otherwise provided in this Tax Certificate, the Bond Compliance Officer shall retain records related to the Post-Issuance Tax Requirements until 3 years following the final maturity of (1) the Notes or (2) any obligation issued to refund the Notes. Any records maintained electronically must comply with Section 4.01 of Revenue Procedure 97-22, which generally provides that an electronic storage system must (A) ensure an accurate and complete transfer of the hardcopy records which indexes, stores, preserves, retrieves and reproduces the electronic records, (B) include reasonable controls to ensure integrity, accuracy and reliability of the electronic storage system and to prevent unauthorized alteration or deterioration of electronic records, (C) exhibit a high degree of legibility and readability both electronically and in hardcopy, (D) provide support for other books and records of the Issuer and (E) not be subject to any agreement that would limit the ability of the IRS to access and use the electronic storage system on the Issuer's premises. 11 (b) Accou11ting a11d Allocatio11 of Note Proceeds a11d Qualified Equity to Expe11ditures. The Bond Compliance Officer will account for the investment and expenditure of Note proceeds in the level of detail required by the Tax Compliance Procedure. The expected allocation of the proceeds of the Original Obligations, proceeds of the Notes and Qualified Equity to expenditures for the Improvements is set forth on Exhibit D. Upon completion of the Improvements and in connection with any long-term financing for the Improvements, the Bond Compliance Officer will supplement this expected allocation with a Final Written Allocation, as required by the Tax Compliance Procedure. A sample form of Final Written Allocation is attached as Exhibit E. ( c) A1111ual Complia11ce Checklist. After completion of the Improvements and in connection with any long-term financing for the Improvements, the Bond Compliance Officer will prepare and complete an Annual Compliance Checklist at least annually, in accordance with the Tax Compliance Procedure. (d) Opinio11s of Bond Cou11sel. The Bond Compliance Officer is responsible for obtaining and delivering to the Issuer any advice from or Opinion of Bond Counsel required under the provisions of this Tax Certificate or the Tax Compliance Procedure. Section 4.03 Restrictions on Investment Yield. Except as described below, Gross Proceeds must not be invested at a Yield greater than the Yield on the Notes: (a) Improveme11t Fu11d. Note proceeds deposited in the Improvement Fund allocable to a current refunding of the Refunded Notes, and Investment earnings on such proceeds, may be invested without Yield restriction for 90 days after the Issue Date. (b) Debt Service Accou11t. To the extent that the Debt Service Account qualifies as a Bona Fide Debt Service Fund, money in such account may be invested without Yield restriction for 13 months after the date of deposit. Earnings on such amounts may be invested without Yield restriction for one year after the date of receipt of such earnings. ( c) Rebate Fu11d. Money, other than sale proceeds or Investment proceeds, on deposit in the Rebate Fund may be invested without Yield restriction. (d) Mi11or Portio11 . In addition to the amounts described above, Gross Proceeds not exceeding the Minor Portion may be invested without Yield restriction. (e) U11expe11ded Proceeds of the Origi11al Obligatio11s. Unexpended proceeds from the Refunded Notes not utilized to retire the Refunded Notes may continue to be invested in accordance with the federal tax certificate for the Refunded Notes. Section 4.04 Procedures for Establishing Fair Market Value of Investments. (a) General. No Investment may be acquired with Gross Proceeds for an amount (including transaction costs) in excess of the fair market value of such Investment, or sold or otherwise disposed of for an amount (including transaction costs) less than the fair market value of the Investment. The fair market value of any Investment is the price a willing buyer would pay to a willing seller to acquire the Investment in a bona fide, arm's-length transaction. Fair market value will be determined in accordance with Regulations§ 1.148-5. 12 (b) Established Securities Market. Except for Investments purchased for a yield-restricted defeasance escrow, if an Investment is purchased or sold in an arm's-length transaction on an established securities market (within the meaning of Code§ 1273), the purchase or sale price constitutes the fair market value. Where there is no established securities market for an Investment, market value must be established using one of the paragraphs below. The fair market value of Investments purchased for a Yield-restricted defeasance escrow must be determined in a bona fide solicitation for bids that complies with Regulations § 1.148-5. (c) Certificates of Deposit. The purchase price of a certificate of deposit (a "CD") is treated as its fair market value on the purchase date if ( 1) the CD has a fixed interest rate, a fixed payment schedule, and a substantial penalty for early withdrawal, (2) the Yield on the CD is not less than the Yield on reasonably comparable direct obligations of the United States, and (3) the Yield is not less than the highest Yield published or posted by the CD issuer to be currently available on reasonably comparable CDs offered to the public. (d) Guaranteed Investment Contracts. The purchase price of a Guaranteed Investment Contract is treated as its fair market value on the purchase date if all of the following requirements are met: (1) Bona Fide Solicitation for Bids. The Issuer makes a bona fide solicitation for the Guaranteed Investment Contract, using the following procedures: (A) The bid specifications are in writing and are timely forwarded to potential providers, or are made available on an internet website or other similar electronic media that is regularly used to post bid specifications to potential bidders. A writing includes a hard copy, a fax, or an electronic e-mail copy. (B) The bid specifications include all "material" terms of the bid. A term is material if it may directly or indirectly affect the yield or the cost of the Guaranteed Investment Contract. (C) The bid specifications include a statement notifying potential providers that submission of a bid is a representation (i) that the potential provider did not consult with any other potential provider about its bid, (ii) that the bid was determined without regard to any other formal or informal agreement that the potential provider has with the Issuer, or any other person (whether or not in connection with the Notes), and (iii) that the bid is not being submitted solely as a courtesy to the Issuer, or any other person, for purposes of satisfying the requirements of the Regulations. (D) The terms of the bid specifications are "commercially reasonable." A term is commercially reasonable if there is a legitimate business purpose for the term other than to increase the purchase price or reduce the yield of the Guaranteed Investment Contract. (E) The terms of the solicitation take into account the Issuer's reasonably expected deposit and draw-down schedule for the amounts to be invested. (F) All potential providers have an equal opportunity to bid. If the bidding process affords any opportunity for a potential provider to review other bids before providing a bid, then providers have an equal opportunity to bid only if all potential providers have an equal opportunity to review other bids. Thus, no potential provider may be given an opportunity to review other bids that is not equally given to all potential providers (that is no exclusive "last look"). 13 (G) At least three "reasonably competitive providers" are solicited for bids. A reasonably competitive provider is a provider that has an established industry reputation as a competitive provider of the type of investments being purchased. (2) Bids Received. The bids received by the Issuer must meet all of the following requirements: (A) The Issuer receives at least three bids from providers that were solicited as described above and that do not have a "material financial interest" in the issue. For this purpose, (i) a lead underwriter in a negotiated underwriting transaction is deemed to have a material financial interest in the issue until 15 days after the issue date of the issue, (ii) any entity acting as a financial advisor with respect to the purchase of the Guaranteed Investment Contract at the time the bid specifications are forwarded to potential providers has a material financial interest in the issue, and (iii) a provider that is a related party to a provider that has a material financial interest in the issue is deemed to have a material financial interest in the issue. (B) At least one of the three bids received is from a reasonably competitive provider, as defined above. (C) If the Issuer uses an agent or broker to conduct the bidding process, the agent or broker did not bid to provide the Guaranteed Investment Contract. (3) Winning Bid. The winning bid is the highest yielding bona fide bid (determined net of any broker's fees). (4) Fees Paid. The obligor on the Guaranteed Investment Contract certifies the administrative costs that it pays (or expects to pay, if any) to third parties in connection with supplying the Guaranteed Investment Contract. (5) Records. The Issuer retains the following records with the note documents until three years after the last outstanding Note is redeemed: (A) A copy of the Guaranteed Investment Contract. (B) The receipt or other record of the amount actually paid by the Issuer for the Guaranteed Investment Contract, including a record of any administrative costs paid by the Issuer, and the certification as to fees paid, described in paragraph ( d)( 4) above. (C) For each bid that is submitted, the name of the person and entity submitting the bid, the time and date of the bid, and the bid results. (D) The bid solicitation form and, if the terms of the Guaranteed Investment Contract deviated from the bid solicitation form or a submitted bid is modified, a brief statement explaining the deviation and stating the purpose for the deviation. (e) Other Investments. If an Investment is not described above, the fair market value may be established through a competitive bidding process, as follows: 14 (1) At least three bids on the Investment must be received from persons with no financial interest in the Notes (e.g., as underwriters or brokers); and (2) the Yield on the Investment must be equal to or greater than the Yield offered under the highest bid. Section 4.05 Certain Gross Proceeds Exempt from the Rebate Requirement. (a) General. A portion of the Gross Proceeds of the Notes may be exempt from rebate pursuant to one or more of the following exceptions. The exceptions typically will not apply with respect to all Gross Proceeds of the Notes and will not otherwise affect the application of the Investment limitations described in Section 4.03. Unless specifically noted, the obligation to compute, and if necessary, to pay rebate as set forth in Section 4.06 applies even if a portion of the Gross froceeds of the Notes is exempt from the rebate requirement. To the extent all or a portion of the Notes is exempt from rebate, the Rebate Analyst may account for such fact in connection with its preparation of a rebate report described in Section 4.06. The Issuer may defer the final rebate Computation Date and the payment of rebate for the Notes to the extent permitted by Regulations§§ 1.148-7(b)(l) and 1.148-3(e)(2) but only in accordance with specific written instructions provided by the Rebate Analyst. (b) Applicable Spending Exceptions. The following optional rebate spending exceptions can apply separately to the Notes and the transferred proceeds of the Original Obligations: Notes: 6-month spending exception (Code § 148(t)(4)(B) and Regulations § 1.148-7(c)). Transf erred proceeds of the Original Obligations: 6, 18, or 24-month spending exception (Regulations § 1.148-7(b)(l)(i)), in accordance with the applicable federal tax certificate for the Original Obligations. (c) Special Elections Made with Respect to Spending Exception Elections. No special elections are being made in connection with the application of the spending exceptions. ( d) Bona Fide Debt Service Fund. To the extent that the Debt Service Account qualifies as a Bona Fide Debt Service Fund, Investment earnings in the Debt Service Account cannot be taken into account in computing arbitrage rebate: (1) with respect to such portion that meets the 6-month, 18-month or 2-year spending exception from rebate described above; or (2) for a given Note Year, if the gross earnings on the Debt Service Account for such Note Year are less than $100,000 (if the average annual debt service on the Notes does not exceed $2,500,000, the $100,000 earnings test may be treated as satisfied in every Note Year). (e) Documenting Application of Spending Exception. At any time prior to the first Computation Date, the Issuer may engage the Rebate Analyst to determine whether one or more spending exceptions has been satisfied, and the extent to which the Issuer must continue to comply with Section 4.06. (t) General Requirements for Spending Exception. The following general requirements apply in determining whether a spending exception is met: (1) Using Adjusted Gross Proceeds to pay principal of the Notes is not taken into account as an expenditure for purposes of meeting any of the spending tests. 15 (2) The six-month spending exception generall y is met if all Adjusted Gross Proceeds of the Notes, as applicable, are spent within six months following the Issue Date. The test may still be satisfied even if up to 5% of the sale proceeds remain at the end of the initial six-month period, so long as this amount is spent within one year of the Issue Date. Section 4.06 Computation and Payment of Arbitrage Rebate and Yield Reduction Amounts. (a) Rebate Fund. The Issuer will keep the Rebate Fund separate from all other funds and will administer the Rebate Fund under this Tax Certificate. Any Investment earnings derived from the Rebate Fund will be credited to the Rebate Fund, and any Investment loss will be charged to the Rebate Fund. (b) Computation of Rebate Amount. The Issuer will provide the Rebate Analyst Investment reports relating to each fund held by it that contains Gross Proceeds of the Notes together with copies of Investment reports for any funds containing Gross Proceeds that are held by a party other than the Issuer annually as of the end of each Note Year and not later than ten days following each Computation Date. Each Investment report provided to the Rebate Analyst will contain a record of each Investment, including (1) purchase date, (2) purchase price, (3) information establishing the fair market value on the date such Investment was allocated to the Notes, ( 4) any accrued interest paid, (5) face amount, (6) coupon rate, (7) frequency of interest payments, (8) disposition price, (9) any accrued interest received, and (10) disposition date. Such records may be supplied in electronic form. The Rebate Analyst will compute rebate following each Computation Date and deliver a written report to the Issuer together with an opinion or certificate of the Rebate Analyst stating that arbitrage rebate and yield reduction amounts were determined in accordance with the Regulations. Each report and opinion will be provided not later than 45 days following the Computation Date to which it relates. In performing its duties, the Rebate Analyst may rely, in its discretion, on the correctness of financial analysis reports prepared by other professionals. (c) Rebate Payments. Within 60 days after each Computation Date, the Issuer will pay to the United States the rebate and yield reduction amount then due, determined in accordance with the Regulations. Each payment must be (1) accompanied by IRS Form 8038-T and such other forms, documents or certificates as may be required by the Regulations, and (2) mailed or delivered to the IRS at the address shown below, or to such other location as the IRS may direct: Internal Revenue Service Center Ogden, UT 84201 (d) Successor Rebate Analyst. If the firm acting as the Rebate Analyst resigns or becomes incapable of acting for any reason, or if the Issuer desires that a different firm act as the Rebate Analyst, then the Issuer by an instrument or concurrent instruments in writing delivered to the firm then serving as the Rebate Analyst and any other party to this Tax Certificate, will name a successor Rebate Analyst. In each case the successor Rebate Analyst must be a firm of nationally recognized bond counsel or a firm of independent certified public accountants and such firm must expressly agree to undertake the responsibilities assigned to the Rebate Analyst hereunder. (e) Filing Requirements. The Issuer will file or cause to be filed with the IRS such reports or other documents as are required by the Code in accordance with advice of Bond Counsel. 16 (f) Survival after Defeasance. Notwithstanding anything in the Note Resolution to the contrary, the obligation to pay arbitrage rebate and yield reduction amounts to the United States will survive the payment or defeasance of the Notes. ARTICLEV MISCELLANEOUS PROVISIONS Section 5.01 Term of Tax Certificate. This Tax Certificate will be effective concurrently with the issuance and delivery of the Notes and will continue in force and effect until the principal of, redemption premium, if any, and interest on all Notes have been fully paid and all such Notes are cancelled; provided that the provisions of Section 4. 06 of this Tax Certificate regarding payment of arbitrage rebate and yield reduction amounts and all related penalties and interest will remain in effect until all such amounts are paid to the United States and the provisions in Section 4. 02 relating to record keeping shall continue in force for the period described therein for records to be retained. Section 5.02 Amendments. This Tax Certificate may be amended from time to time by the Issuer without notice to or the consent of any of the Note owners, but only if such amendment is in writing and is accompanied by advice from Bond Counsel to the effect that, under then-existing law, assuming compliance with this Tax Certificate as so amended and the Note Resolution, such amendment will not cause interest on any Note to be included in gross income for federal income tax purposes. No amendment will become effective until the Issuer receives advice from Bond Counsel, addressed to the Issuer that the amendment will not adversely affect the exclusion of the interest on the Notes from gross income for federal income tax purposes. Section 5.03 Opinion of Bond Counsel. The Issuer may deviate from the provisions of this Tax Certificate if furnished with advice from Bond Counsel to the effect that the proposed deviation will not adversely affect the exclusion of interest on the Notes from gross income for federal income tax purposes. The Issuer further agrees to comply with any further or different instructions provided in advice from Bond Counsel to the effect that the further or different instructions need to be complied with in order to maintain the validity of the Notes or the exclusion from gross income of interest on the Notes. Section 5.04 Reliance. In delivering this Tax Certificate the Issuer is making only those certifications, representations and agreements as are specifically attributed to it in this Tax Certificate. The Issuer is not aware of any facts or circumstances which would cause it to question the accuracy of the facts, circumstances, estimates or expectations of any other party providing certifications as part of this Tax Certificate and, to the best of its knowledge, those facts, circumstances, estimates and expectations are reasonable. The Issuer understands that its certifications will be relied upon by Bond Counsel in rendering its opinion as to the validity of the Notes and the exclusion from federal gross income of the interest on the Notes. Section 5.05 Severability. If any provision in this Tax Certificate or in the Notes is determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected or impaired. Section 5.06 Benefit of Certificate. This Tax Certificate is binding upon the Issuer, its respective successors and assigns, and inures to the benefit of the Issuer and the owners of the Notes. Nothing in this Tax Certificate, the Note Resolution or the Notes, express or implied, gives to any person, 17 other than the Issuer, its successors and assigns, and the owners of the Notes, any benefit or any legal or equitable right, remedy or claim under this Tax Certificate. Section 5.07 Default; Breach and Enforcement. Any misrepresentation of a party contained herein or any breach of a covenant or agreement contained in this Tax Certificate may be pursued by the Note owners pursuant to the terms of the Note Resolution or any other document which references this Tax Certificate and gives remedies for a misrepresentation or breach thereof. Section 5.08 Governing Law. This Tax Certificate will be governed by and construed in accordance with the laws of the State. Section 5.09 Electronic Transactions. The transaction described in this Tax Certificate may be conducted, and related documents may be stored, by electronic means. Section 5.10 Execution in Counterparts. This Tax Certificate may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute the same instrument. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] 18 THE UNDERSIGNED, Mayor, Clerk and Finance Director of the Issuer, by their execution of this Tax Certificate hereby make the foregoing certifications, representations, and agreements contained in this Tax Certificate on behalf of the Issuer, as of the Issue Date. CITY OF SALINA, KANSAS By:~~ Mayor By:~~ I/ Clerk By: -~--'--'~:.........:;~· .......... £----''H;,(...-"'----- Finance Director (Signature Page to Federal Tax Certificate-2019-2) EXHIBIT A IRS FORM 8038-G A-1 VIA FEDERAL EXPRESS /j GILMOR._EBELL 2405 Grand Boulevard, Suite 1100 Kansas City, Missouri 64108-2521 (816) 221-1000 / (816) 221-1018 FAX/ gilmorebell.com October 16, 2019 Ref : 600596 .20198 GMRDal.e : 160ct19 Dep : Wgl.: 1 .00 LBS DV : Svcs : ** 2DAY ** SHIPPING : SPECIAL: HANDLING : 0 . 00 TOTAL : Internal Revenue Service Center Ogden, Utah 84201 TRCK: 4904 9933 5822 Re: $5,085,000 General Obligation Temporary Notes, Series 2019-2 of the City of Salina, Kansas, dated October 15, 2019 Ladies and Gentlemen: Enclosed for filing pursuant to Section 149(e) of the Internal Revenue Code of 1986 Form 8038- G, Information Return for Tax-Exempt Governmental Obligations, being filed with respect to the above- captioned transaction. If you have any questions, please do not hesitate to contact me. GMR:jac Enclosure 600596.201 98 Very truly yours, Gina M. Riekhof 13 .69 0 .99 (1)_(1)(1) 14.68 November 23,2019 Dear Customer: The following is the proof-of-delivery for tracking number 490499335822. Delivery Information: Status: Signed for by: Service type: Special Handling: Shipping Information: Tracking number: Recipient: Delivered L.SNOW FedEx 2Day Deliver Weekday 490499335822 INTERNAL REVENUE SERVICE CENTER 1973 N. RULON WHITE BLVD. OGDEN , UT 84201 US Reference Thank you for choosing FedEx. Delivered to: Delivery location: Delivery date: Ship date: Weight: Shipper: JULIE CASSMEYER Gilmore Bell. P.C. 2405 Grand Blvd STE 1100 Mailroom 1973 NORTH RULON WHITE BLVD OGDEN, UT 84201 Oct 17, 2019 09:30 Oct 16, 2019 0.5 lbs/0.2 kg Kansas City, MO 641082521 US 600596.20198 GMR Form8038-G Information Return for Tax-Exempt Governmental Bonds ► Under Internal Revenue Code section 149{e) (Rev. September 2018) ► See separate Instructions. 0 MB No. 1545-0720 Department of the Treasury Caution: If the issue price is under $100,000, use Form 8038-GC. Internal Revenue Service ► Go to www.irs.gov/F8038G for Instructions and the latest information. ■'=":Joi•■ Reporting Authority If Amended Return, check here ► D 1 Issuer's name 2 Issuer's employer identification number (EIN) Citv of Salina Kansas 48-6017288 3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a Gina M. Riekhof Gilmore & Bell P.C. Bond Counsel 816-221-1000 4 Number and street (or P.O. box if mall is not delivered to street address) I Room/suite 5 Report number (For IRS Use Only) 2405 Grand Boulevard 1100 I 3 I I 6 City, town, or post office, state, and ZIP code 7 Date of issue Kansas Citv, Missouri 64108 10/15/2019 8 Name of Issue 9 CUSIP number General Obliaation Temoorarv Notes, Series 2019-2 N/A 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see 10b Telephone number of officer or other instructions) employee shown on 1 Oa Debbie Pack Director of Finance and Administration 785-309-5735 ■:.f:Ti••-Type of Issue (enter the issue price). See the instructions and attach schedule. 11 Education. 11 12 Health and hospital .' 12 13 Transportation 13 14 Public safety . I 14 5 085 000 00 15 Environment (including sewage bonds) 15 16 Housing 16 17 Utilities 17 18 Other. Describe ► 18 19a If bonds are T ANs or RANs, check only box 19a ► D b If bonds are BANs, check only box 19b ► 0 20 If bonds are in the form of a lease or installment sale, check box ► D .• :1,, ,' ·.:: ,. Description of Bonds. Complete for the entire issue for which this form 1s being flied. (d) Weighted (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity average maturity 07/01/2020 $ 5,085 000 $ 5,085,000 Uses of Proceeds of Bond Issue (including underwriters' discount) 22 23 24 25 26 27 Proceeds used for accrued interest Issue price of entire issue (enter amount from line 21, column (b)) Proceeds used for bond issuance costs (including underwriters' discount) Proceeds used for credit enhancement . Proceeds allocated to reasonably required reserve or replacement fund Proceeds used to refund prior tax-exempt bonds. Complete Part V . 26 Proceeds used to refund prior taxable bonds. Complete Part V . 29 Total (add lines 24 through 28) . 24 25 26 27 28 0.7111 30,454 5,054,545 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded 33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) ears 51 49 ► ► ► (e)Yield 2.0655 % 22 0.00 00 23 5,085,000 00 29 5,085,000 00 30 0 00 0.0833 }'.ears NIA }'.ears 11/15/19 34 Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY) 11/27/2018 For Paperwork Reduction Act Notice, see separate instructions, Cat. No. 63773S Form 8038-G (Rev. 9-2018) Form 8038-G (Rev. 9-2018) Page2 .~, ... , ... Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5) 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC). See instructions 36a b Enter the final maturity date of the GIC ► (MM/D0/YYYY) C Enter the name of the GIC provider ► 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units . 37 38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► 0 and enter the following information: b Enter the date of the master pool bond ► (MM/DD/YYYY) _______________ _ c Enter the EIN of the issuer of the master pool bond ► _________________ _ d Enter the name of the issuer of the master pool bond ► _________________ _ 39 If the issuer has designated the issue under section 265(b}(3)(B)(i)(ll1) (small issuer exception), check box If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . 40 41a If the issuer has identified a hedge, check here ► D and enter the following information: b Name of hedge provider ► c Type of hedge ► ___________________ _ d Term of hedge ► ____________________ _ 42 If the issuer has superintegrated the hedge, check box . ► ► ► 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this according to the requirements under the Code and Regulations (see instructions), check box . issue are remediated ► 44 If the issuer has established written procedures to monitor the requirements of section 148, check box . ► 45a If some portion of the proceeds was used to reimburse expenditures, check here ► D and enter the amount of reimbursement . . ► ---------------b Enter the date the official intent was ado ted ► MM/DD/YYY D D D 0 0 Signature and Consent Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to process this re~erson that I have a~bove. . Paid Preparer Use Only ► ~ ~cf-, /9 /g lj 1 ► Debbie Pack, Finance Director Signature of issuer's authorized representative Date Type or print name and title ------PrinVType preparer's name ..,.---· Check D if PTIN Gina Riekhof self-employed P02051171 Firm's name ► Gilmore & Bell P.C. 43-1611738 816-221-1000 Form 8038-G (Rev. 9-2018) EXHIBITB RECEIPT FOR PURCHASE PRICE $5,085,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION TEMPORARY NOTES SERIES 2019-2 DATED OCTOBER 15, 2019 The undersigned Director of Finance and Administration of the City of Salina, Kansas (the "Issuer"), this day received from The Bennington State Bank, Salina, Kansas, the original purchaser of the above-described notes (the "Series 2019-2 Notes"), the full purchase price of the Series 2019-2 Notes, said purchase price and net amount received by the Issuer being calculated as follows: Principal Amount .................................. . Plus Accrued Interest ............................ . Total Purchase Price ................. . DATED: October 15, 2019. B-1 $5 ,085,000.00 0.00 $5,085,000.00 CITY OF SALINA, KANSAS By ,,d) di-,-, ~ Director of Finance and Administration EXHIBITC PURCHASER'S RECEIPT FOR NOTES AND CLOSING CERTIFICATE $5,085,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION TEMPORARY NOTES SERIES 2019-2 The undersigned, on behalf of The Bennington State Bank (the "Purchaser"), as the purchaser of the above-described notes (the "Notes"), being issued on the date of this Certificate by the City of Salina, Kansas (the "Issuer"), certifies and represents as follows: 1. Receipt for Notes. The Purchaser acknowledges receipt on the date hereof of all of the Notes, consisting of fully registered Notes in authorized denominations in a form acceptable to the Purchaser. 2. Issue Price. (a) Purchase Price. On the date of this Certificate, the Purchaser is purchasing the Notes for the amount of$5,085,000.00. The Purchaser is not a broker-dealer and is not acting as an Underwriter with respect to the Notes. The Purchaser has no present intention to sell, reoffer, or otherwise dispose of the Notes (or any portion of the Notes or any interest in the Notes). The Purchaser has not contracted with any person pursuant to a written agreement to have such person participate in the initial sale of the Notes, and the Purchaser has not agreed with the Issuer pursuant to a written agreement to sell the Notes to persons other than the Purchaser or a Related Party to the Purchaser. (b) Defined Terms. (i) The term "Public" means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a Related Party to an Underwriter. (ii) The term "Related Party" is defined in U.S. Treasury Regulation § 1.150-1 (b) which generally provides that the term related party means any two or more persons who have a greater than 50 percent common ownership, directly or indirectly. (iii) The term "Underwriter" means (A) any person that agrees pursuant to a written contract with the Issuer ( or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Notes to the Public, and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) of this paragraph to participate in the initial sale of the Notes to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Notes to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this Ce1tificate represents the Purchaser's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the certifications contained herein will be relied upon by the Issuer in executing and delivering the Federal Tax Certificate and with respect to compliance with the federal income C-1 tax rules affecting the Notes, and by Gilmore & Bell, P.C., Bond Counsel to the Issuer, in rendering its opinion relating to the exclusion from federal gross income of the interest on the Notes and other federal income tax advice that it may give to the Issuer from time to time relating to the Notes. Dated: October 15, 2019 C-2 THE BENNINGTON STATE BANK By: -------------Title: --------------- tax rules affecting the Notes, and by Gilmore & Bell, P.C., Bond Counsel to the Issuer, in rendering its opinion relating to the exclusion from federal gross income of the interest on the Notes and other federal income tax advice that it may give to the Issuer from time to time relating to the Notes. Dated: October IS, 2019 THEBENNIN~ANK ~;_ctnrd Title: CFO C-2 EXHIBITD DESCRIPTION OF PROPERTY COMPRISING THE FINANCED IMPROVEMENTS $5,085,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION TEMPORARY NOTES SERIES 2019-2 DATED OCTOBER 15, 2019 D-1 EXHIBIT D TO FEDERAL TAX CERTIFICATE Description of Property Comprising the Financed Improvements Series 2019-2 Projects Asset Description Downtown Streetscape Police Training Facility Less land costs Net costs, excluding land Average, Reasonably Expected Economic Life: 120% of Original Economic Life * Improvement Fund Deposit excludes Costs oflssuance. 2019-2 Note Proceeds Allocated to Project Costs Other Money Allocated to Project Costs** Total Pro_ject Costs ** Other Money includes past and future tax-exempt financings. Salina KS 2019-2 G.O. Temp. Notes Estimated Original Placed in Economic Service Life Date 20 November-19 40 July-19 25.00 120% 30.00 D-1 Elapsed Estimated Time Remaining from Economic Asset Issue Date Life Type 0.08 20.08 Other -0.29 39.71 Building years years Total Estimated Project Costs $14,650,000.00 $4,900,000.00 $19,550,000.00 $19,550,000.00 $5,054,545.49 $14,495,454.51 $19,550,000.00 Economic Life X Financed Cost 294,172,000 194,579,000 488,751 ,000 25.85% 74.15% 100.00% October 15, 2019 EXHIBITE FORM OF FINAL WRITTEN ALLOCATION $5,085,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION TEMPORARY NOTES SERIES 2019-2 DATED OCTOBER 15, 2019 The Bond Compliance Officer is the person that the Issuer has identified in the Tax Compliance Procedure who is primarily responsible for the Post-Issuance Tax Requirements for the Notes. On the Issue Date, the Issuer identified certain categories of assets financed in whole or in part by the Notes (the "Financed Improvements"), as evidenced on Exhibit D to the Federal Tax Certificate. The Tax Compliance Procedure requires the Bond Compliance Officer to complete a Final Written Allocation of the proceeds of the Notes, in substantially the following form, when all proceeds (including Investment earnings on proceeds) are expended, but not later than 18 months after the Financed Improvements are placed in service. A completed copy of this Final Written Allocation should be placed in the Tax-Exempt Bond File and retained in the Issuer's permanent records for at least 3 years after the final maturity of (1) the Notes or (2) any obligation issued to refund the Notes. The undersigned is the Bond Compliance Officer of the City of Salina, Kansas (the "Issuer") and in that capacity is authorized to execute federal income tax returns required to be filed by the Issuer and to make appropriate elections and designations regarding federal income tax matters on behalf of the Issuer. This allocation of the proceeds of the note issue referenced above (the "Notes") is necessary for the Issuer to satisfy ongoing reporting and compliance requirements under federal income tax laws. Purpose. This document, together with the schedules and records referred to below, is intended to memorialize allocations of Note proceeds to expenditures for purposes of§§ 141 and 148 of the Internal Revenue Code (the "Code"). All allocations are or were previously made no later than 18 months following the date the expenditure was made by the Issuer or, if later, the date the "Financed Improvements" were "placed in service" (both as defined below), and no later than 60 days following the 5th anniversary of the issue date of the Notes. Definitions. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Federal Tax Certificate, relating to the Notes, dated October 15, 2019 (the "Issue Date"). Background. The Notes were issued pursuant to the Note Resolution in order to provide funds needed to refund certain temporary notes of the Issuer. Proceeds of the Notes were deposited into the Improvement Fund established under the Note Resolution. Sources Used to Fund Improvements and Allocation of Proceeds to Costs of Financed Improvements. A portion of the costs of the Improvements were paid from sale and investment proceeds of the Notes (and proceeds of the refinanced temporary notes) as shown on Schedule 1 to this Final Written Allocation. Identification of Financed Improvements. The Financed Improvements are listed on Schedule 2 to this Final Written Allocation. E-1 Identification and Timing of Expenditures for Arbitrage Purposes. For purposes of complying with the arbitrage rules, the Issuer allocates the proceeds of the Notes and the temporary notes to the various expenditures described in the invoices, requisitions or other substantiation attached as Schedule 2 to this Final Written Allocation. In each case, the cost requisitioned was either paid directly to a third party or reimbursed the Issuer for an amount it had previously paid or incurred. Amounts received from the sale of the Notes and retained as underwriter's discount are allocated to that purpose and spent on the Issue Date. Amounts allocated to interest expense are treated as paid on the Interest Payment Dates for the Notes. Placed in Service. The Financed lmprovements were "placed in service" on the date(s) set out on Schedule 2 to this Final Written Allocation. For this purpose, the assets are considered to be "placed in service" as of the date on which, based on all the facts and circumstances: (a) the constructing and equipping of the asset has reached a degree of completion which would permit its operation at substantially its design level; and (b) the asset is, in fact, in operation at that level. This allocation has been prepared based on statutes and regulations existing as of this date. The Issuer reserves the right to amend this allocation to the extent permitted by future Treasury Regulations or similar authorities. CITY OF SALINA, KANSAS By: Title: Dated: Name of Legal Counsel/Law Firm Reviewing Final Written Allocation: Date of Review: --------------------- E-2 SCHEDULE 1 TO FINAL WRITTEN ALLOCATION ALLOCATION OF SOURCES AND USES S-1-1 SCHEDULE2 TO FINAL WRITTEN ALLOCATION IDENTIFICATION OF FINANCED ASSETS FROM NOTES Actual Date Estimated Actual Amount Placed in Useful Actual Financed Description Service Life Total Cost From Notes [copy cate}lories from Ex DJ r month/year l r l years $f l $f l *note: exclude land costs DETAILED LISTING OF EXPENDITURES* Item No. Date Paid Amount Paid Cate}lory Pa_vee Description Reference * or attach General Ledger or Project Ledger S-2-1 SCHEDULE] DEBT SERVICE SCHEDULE AND PROOF OF YIELD S-1 Sep 18, 2019 12:40 pm Prepared by Gilmore & Bell, P.C. SOURCES AND USES OF FUNDS City of Salina, Kansas General Obligation Temporary Notes, Series 2019-2 Sources: Bond Proceeds: Dated Date Delivery Date Par Amount Uses: Refunding Escrow Deposits: Cash Deposit Delivery Date Expenses: Cost oflssuance Other Uses of Funds: Additional Proceeds 10/15/2019 10/15/2019 5,085,000.00 5,085,000.00 5,054,545.49 30,042.50 412.01 5,085,000.00 (Finance 8.001) Page 1 This information is provided based on the factual information and assumptions provided to Gilmore & Bell, P .C. by a party to or a representative of a party to the proposed transaction. This infonnation is intended to provide fach1al infonnation only and is provided in conjunction with our legal representation. It is not intended as financial advice or a financial recommendation to any party. Gilmore & Bell, P.C. is not n financial advisor or a "municipal advisorn as defined in the Securities Exchange Act of 1934, as amended. Sep 18, 2019 12:40 pm Prepared by Gilmore & Bell, P.C. (Finance 8.001) Page 2 BOND DEBT SERVICE City of Salina, Kansas General Obligation Temporary Notes, Series 2019-2 Period Annual Bond Total Ending Principal Coupon Interest Debt Service Debt Service Balance Bond Value 10/15/2019 5,085,000 5,085 ,000 07/01/2020 5,085,000 2.070% 74,851 .20 5,159,851.20 5,159,851.20 5,085,000 74,851.20 5,159,851.20 5,159,851.20 Tbis infonuation is provided based on tbe factual information and assumptions provided to Gilmore & Bell, P .C. by a J)ftrty to or a representative of a party to the proposed transaction. This infonnation is intended to provide factual infonnation only and is provided in conjunction with ow-legal representation. II is not intended as financial advice or a financial recommendation to any party. Gilmore & Bell, P.C. is not a financial advisor or a "'municipal advisor•? as defined in the Securities E.xcbanjle Act of 1934, as amended. Sep 18, 2019 12:40 pm Prepared by Gilmore & Bell, P.C. BOND PRJCTNG City of Salina, Kansas General Obligation Temporary Notes, Series 2019-2 Bond Component Maturity Date Note: 07/01 /2020 Dated Date Delivery Date First Coupon Par Amount Original Issue Discount Production Underwriter's Discount Purchase Price Accrued Interest Net Proceeds Amount Rate Yield 5,085,000 2.070% 2.070% 5,085,000 10/15/2019 10/15/2019 07/01/2020 5,085,000.00 5,085,000.00 I 00.000000% 5,085,000.00 100.000000% 5,085,000.00 (Finance 8.001) Page 3 Price 100.000 This information is provided based on the factual infonuation and assumptions provided to Gilmore & Bell, P.C. by a party to or a representative of a party to the proposed tnmsection. Tbis infonuation is intended to provide fach1al infonnation only and is provided in conjunction with our legal representation. It is not intended as financial advice or a financial recommendation to any party. Gilmore & Bell, P.C. is not n financial advisor or a "municipal advisor" as defined in the Securities E.xchanJii:e Act of 1934. as amended. Sep 18, 2019 12:40 pm Prepared by Gilmore & Bell, P.C. BOND SUMMARY STATISTICS City of Salina, Kansas General Obligation Temporary Notes, Series 2019-2 Dated Date · Delivery Date Last Maturity Arbitrage Yield True Interest Cost (TIC) Net Interest Cost (NIC) All-In TIC Average Coupon Average Life (years) Weighted Average Maturity (years) Duration oflssue (years) Par Amount Bond Proceeds Total Interest Net Interest Bond Years from Dated Date Bond Years from Delivery Date Total Debt Service Maximum Annual Debt Service Average Annual Debt Service Underwriter's Fees (per$ I 000) Average Takedown Other Fee Total Underwriter's Discount Bid Price Bond Component Note Par Value + Accrued Interest + Premium (Discount) -Underwriter's Discount -Cost oflssuance Expense -Other Amounts Target Value Target Date Yield Par Value 5,085,000.00 5,085,000.00 TIC .'i,0R5,000.00 5,085,000.00 I 0/15/2019 2.065506% Price 100.000 I 0/15/2019 I 0/15/2019 07/01 /2020 2.065506% 2.065506% 2.070000% 2.909153% 2.070000% 0.7 11 0.71 1 0.711 5,085,000.00 5,085,000.00 74,851.20 74,85 I .20 3,616,000.00 3,616,000.00 5,159,85 1.20 5, I 59,85 I .20 7,256,040.75 100.000000 Average Coupon 2.070% All-In TIC 5,085,000.00 (30,042.50) 5,054,957.50 I 0/15/2019 2.909153% Average Life 0.7 1 I 0.711 Arbitrage Yield 5,085,000.00 5,085,000.00 I 0/15/20 I 9 2.065506% (Finance 8.001) Page 4 This information is provided based on the factual informal ion and assumptions provided to Gilmore & Bell, P.C. bye parry to or a representative of a party to the proposed transaction. This infonnation is intended to provide facti1al infonnation only and is provided in conjunct.ion ·with our lega.l representation. It is not intended as financial advice or a financial recommendation to any party. Gilmore & Bell, P.C. is not n financial advisor or a "municipal advisor·• as defined in the Securit·ies Exchange Act of 1934. as amended. Sep 18, 2019 12:40 pm Prepared by Gilmore & Bell, P.C. PROOF OF ARBITRAGE YIELD City of Salina, Kansas General Obligation Temporary Notes, Series 2019-2 Date Debt Service 07/01 /2020 5,159,851 .20 5,159,851.20 PV Factor 0.985493535 Present Value to 10/15/2019 @ 2.0655055901% 5,085,000.00 5,085,000.00 Proceeds Summary Delivery date Par Value Target for yield calculation I 0/15/2019 5,085,000.00 5,085,000.00 (Finance 8.001) Page 5 This infonuat.ion is provided based on the facrual information and assumptions provided to Gilmore & Bell, P.C. by a party to or a representative of a party to the proposed tnmsection. This infonnation is intended to provide factual infonntttion only and is provided in conjunctjon with our legal representation. It is not intended as financial advice or a financi11l recommendation to any party. Gilmore & Bell, P.C. is not R financial advisor or a .. municipal advisor·• as deflned in the Securities Excbanjit;e Act of 1934. as amended. Sep 18, 2019 12:40 pm Prepared by Gilmore & Bell, P.C. FORM 8038 STATISTICS City of Salina, Kansas General Obligation Temporary Notes, Series 20 19-2 Dated Date Delivery Date 10/15/2019 I 0/15/2019 Bond Component Note: Final Maturity Entire Issue Date 07/01/2020 Maturity Date 07/01/2020 Proceeds used for accrued interest Principal Coupon 5,085,000.00 2.070% 5,085,000.00 Interest Issue Rate Price 2.070% 5,085,000.00 5,085,000.00 Proceeds used for bond issuance costs (including underwriters' discount) Proceeds used for credit enhancement Proceeds allocated to reasonably required reserve or replacement fund Proceeds used to refund prior tax-exempt bonds Proceeds used to refund prior taxable bonds Remaining WAM of prior tax-exempt bonds (years) Remaining WAM of prior taxable bonds (years) Last call date of refunded tax-exempt bonds Price 100.000 Stated Redemption at Maturity 5,085,000.00 5,085,000.00 Issue Price 5,085,000.00 5,085,000.00 Weighted Average Maturity 0.7 111 (Finance 8.00 I) Page 6 Redemption at Maturity 5,085,000.00 5,085,000.00 Yield 2.0655% 0.00 30,042 .50 0.00 0.00 5,054,545.49 0.00 0.0833 0.0000 I 0/16/2019 This information is provided based on the factual information and assumptions provided to Gilmore & Bell, P .C. by a party to or a represeotative of P party to the proposed trnnsnction. This infonuation is intended to provide fach1al infonnation only and is provided in conjunction with our legal representation. It is not intended as financial advice or a financial recommendation to any party. Gilmore & Bell, P.C. is not a financial advisor or a .. municipal adviso1·" as defined in the Securities Exchan~e Act of 1934, as amended. Sep 18, 2019 12:40 pm Prepared by Gilmore & Bell, P.C. FORM 8038 STATISTICS City of Salina, Kansas General Obligation Temporary Notes, Series 2019-2 Refunded Bonds Bond Component Date Principal General Obligation Temporary Notes, Series 2018-2: SERIAL 11 /15/2019 4,945,000.00 4,945,000.00 General Obligation Temporary Notes, Series 2018-2 All Refunded Issues Coupon 2.500% Last Call Date I 0/16/2019 10/16/2019 Price 100.252 Issue Date 11/27/2018 (Finance 8.001) Page 7 Issue Price 4,957,461.40 4,957,461.40 Remaining Weighted Average Maturity 0.0833 0.0833 This informatfon is provided based on the factual infom1ation and assumptions provided to Gilmore & Bell, P.C. by a party to or a representative of a party to the proposed transaction. This infonnation is intended to provide factual inforuuuion only and is provided in conjunction with our legnl representation. It is not intended as financial advice 01· a financial recouunendation to any party. Gilmore & Bell, P.C. is not n financial advisor or a '"municipal advisor" as defo1ed in the Securities Excban~e Act of 1934. as amended. Sep 18, 2019 12:40 pm Prepared by Gilmore & Bell, P.C. SUMMARY OF REFUNDING RESULTS City of Salina, Kansas General Obligation Temporary Notes, Series 20 I 9-2 Dated Date Delivery Date Arbitrage yield Escrow yield Value of Negative Arbitrage Bond Par Amount True Interest Cost Net Interest Cost All-In TIC Average Coupon Average Life Weighted Average Maturity Par amount of refunded bonds Average coupon of refunded bonds Average life of refunded bonds Remaining weighted average maturity of refunded bonds PY of prior debt to 10/15/2019 @ 2.909153% Net PY Savings Percentage savings of refunded bonds Percentage savings of refunding bonds 10/15/2019 10/15/2019 2.065506% 0.000000% 5,085 ,000.00 2.065506% 2.070000% 2.909153% 2.070000% 0.711 0.711 4,945,000.00 2.500000% 0.083 0.083 5,052,329.42 (2,216.07) (0.044814%) (0.043581 %) (Finance 8.001) Page 8 This infonuation is provided based on the facrual information and assumptions provided to Gilmore & Bell, P.C. by a parry 10 or a representRtive of a party to the proposed transaction. This infonnation is intended to provide facn1al infonruuion only and is provided in conjunction witb our legal representation. It is not intended a.s financial advice or a financial recommendation to any party. Gilmore & Bell, P.C. is not a financial advisor or a "municipal advisor" as defined in the Securities Exchange Act of 1934. as amended. Sep 18, 2019 12:40 pm Prepared by Gilmore & Bell, P.C. SUMMARY OF BONDS REFUNDED City of Salina, Kansas General Obligation Temporary Notes, Series 2019-2 Bond Maturity Date Interest Rate General Obligation Temporary Notes, Series 2018-2: SERIAL 11/15/2019 2.500% Par Amount 4,945,000.00 4,945,000.00 Call Date 10/16/2019 Call Price 100.000 (Finance 8.001) Page 9 This infonuation is provided based on the facn.ud information and assumptions provided to Gilmore & Bell, P.C. by a party to or a rep~sentative of a party to the proposed transactJon. Tbis infonuation is intended to provide fach1al infonnation only and is provided in conjunction with our legal representation. Ir is not intended as financial advice or a financial reco1D1nendation to any party. Gilmore & Bell, P.C. is not a financial advisor or a .. municipal advisor" as defined in the Securities ExchanJ{e Act of 1934, as amended. Sep 18, 2019 12:40 pm Prepared by Gilmore & Bell, P.C. (Finance 8.001) Page 10 PRJOR BOND DEBT SERVICE City of Salina, Kansas General Obligation Temporary Notes, Series 2019-2 Period Annual Bond Total Ending Principal Coupon Interest Debt Service Debt Service Balance Bond Value I 0/15/2019 4,945,000 4,945,000 11/15/2019 4,945,000 2.500% 119,504.17 5,064,504.17 07/01/2020 5,064,504.17 4,945,000 119,504.17 5,064,504.17 5,064,504.17 This infonuation is provided based on the factual information and assumptions provided to Gilmore & Bell, P .C. by a party to or a representative of a party to the proposed transaction. This infonnation is intended to provide fachtal infonnation only and is provided in conjunction with our legal representation. It is not intended as financial advice or a financial recommendation to any party. Gilmore & Bell, P.C. is not a financial advisor or a •·municipal advisor" as defined in the Secu1ities Exchange Act of 1934, as amended. Sep 18, 2019 12:40 pm Prepared by Gilmore & Bell, P.C. SAVINGS City of Salina, Kansas General Obligation Temporary Notes, Series 2019-2 Date 11/15/2019 07/01/2020 Prior Refunding Debt Service Debt Service Savings 5,064,504.17 5,064,504.17 5,159,85 1.20 (5,159,851 .20) 5,064,504.17 5,159,851 .20 (95,347.03) Savings Summary PY of savings from cash flow Plus: Refunding funds on hand Net PY Savings Annual Savings (95,347.03) (95,347.03) (2,628.08) 412.01 (2,216.07) (Finance 8.001) Page 11 Present Value to 10/15/2019 @ 2.9091530% 5,052,329.42 (5,054,957.50) (2,628.08) This information is provided based on the facruaJ infonuation and assumptions provided to Gilmore & Bell, P.C. by a pany to or a representative of a party to the proposed transaction. This infonnation is intended to provide facn1al infonnation only and is provided in conjunction with our legal representation. II is not intended as financial advice or a financial recommendation to any party. Gilmore & Bell, P.C. is not a financial advisor or a .. municipal advisor'' as defined in the Securities Exchange Act of 1934. as amended. Sep 18, 2019 12:40 pm Prepared by Gilmore & Bell, P.C. ESCROW REQUIREMENTS City of Salina, Kansas General Obligation Temporary Notes, Series 2019-2 Period Ending I 0/16/2019 Interest 109,545.49 109,545.49 Principal Redeemed 4,945,000.00 4,945,000.00 Total 5,054,545.49 5,054,545.49 (Finance 8.001) Page 12 This information is provided based on the factual infonnarion and assumptions provided to Gllmore & Bell, P .C. by a party 10 or A representative of a party to the proposed trftll.Saction. This infonnation is intended to provide factual infonnation only and is provided in conjunction with our legal representation. It is not intended as financial advice or a fmancial recommendation to any party. Gilmore & Bell, P.C. is not a financial advisor or a .. municipal advisor" as defined in the Securities Exchange Act of 1934. as amended. Sep 18, 2019 12:40 pm Prepared by Gilmore & Bell, P.C. (Finance 8.001) Page 13 ESCROW SUFFICIENCY City of Salina, Kansas General Obligation Temporary Notes, Series 2019-2 Escrow Net Escrow Excess Excess Date Requirement Receipts Receipts Balance 10/15/2019 5,054,545.49 5,054,545.49 5,054,545.49 10/16/2019 5,054,545.49 (5,054,545.49) 5,054,545.49 5,054,545.49 0.00 This information is provided based on the factual infonuarion and assumptions provided to Gilmore & Bell, P.C. by a party to or a representative of a pany to the proposed transaction. This infonuation is intended to provide factual infonnalion only and is provided in conjunction with our legal representation. It is not intended as financial advice or a financial rec01wnendation to any party. Gilmore & Bell, P.C. is not a financial advisor or a "municipal advisor" as defined in the Securities Excbanjl:e Act of 1934. as amended. PURCHASER'S RECEIPT FOR NOTES AND CLOSING CERTIFICATE $5,085,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION TEMPORARY NOTES SERIES 2019-2 The undersigned, on behalf of The Bennington State Bank (the "Purchaser"), as the purchaser of the above-described notes (the "Notes"), being issued on the date of this Certificate by the City of Salina, Kansas (the "Issuer"), certifies and represents as follows: 1. Receipt for Notes . The Purchaser acknowledges receipt on the date hereof of all of the Notes, consisting of fully registered Notes in authorized denominations in a form acceptable to the Purchaser. 2. Issue Price. (a) Purchase Price. On the date of this Certificate, the Purchaser is purchasing the Notes for the amount of $5,085,000.00. The Purchaser is not a broker-dealer and is not acting as an Underwriter with respect to the Notes. The Purchaser has no present intention to sell, reoffer, or otherwise dispose of the Notes (or any portion of the Notes or any interest in the Notes). The Purchaser has not contracted with any person pursuant to a written agreement to have such person participate in the initial sale of the Notes, and the Purchaser has not agreed with the Issuer pursuant to a written agreement to sell the Notes to persons other than the Purchaser or a Related Party to the Purchaser. (b) Defined Terms. (i) The term "Public" means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a Related Party to an Underwriter. (ii) The tenn "Related Party" is defined in U.S. Treasury Regulation § 1.150-l(b) which generally provides that the term related party means any two or more persons who have a greater than 50 percent common ownership, directly or indirectly. (iii) The term "Underwriter" means (A) any person that agrees pursuant to a written contract with the Issuer ( or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Notes to the Public, and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) of this paragraph to participate in the initial sale of the Notes to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Notes to the Public.:). The representations set forth in this certificate are limited to factua l matters only. Nothing in this Certificate represents the Purchaser's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended , and the Treasury Regulations thereunder. The undersigned understands that the certifications contained herein will be relied upon by the Issuer in executing and delivering the Federal Tax Certificate and with respect to compliance with the federal income tax rules affecting the Notes, and by Gilmore & Bell, P.C., Bond Counsel to the Issuer, in rendering its opinion relating to the exclusion from federal gross income of the interest on the Notes and other federal income tax advice that it may give to the Issuer from time to time relating to the Notes. Dated: October IS, 2019 THEBENNIN~ ~oowecfnn1 Title: CEO C-2 Governing Body City of Salina, Kansas The Bennington State Bank Salina, Kansas $ GILMOR._EBELL 2405 Grand Boulevard, Suite 1100 Kansas City, Missouri 64108-2521 (816) 221-1000 / (816) 221-1018 FAX/ gilmorebell.com October 15, 2019 Re: $5,085,000 General Obligation Temporary Notes, Series 2019-2, of the City of Salina, Kansas, Dated October 15, 2019 We have acted as Bond Counsel in connection with the issuance by the City of Salina, Kansas (the "Issuer"), of the above-captioned notes (the "Notes"). 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 authorizing the issuance and prescribing the details of the Notes. 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 Notes have been duly authorized, executed and delivered by the Issuer and are valid and legally binding general obligations of the Issuer. 2. The Notes are payable as to both principal and interest from general obligation bonds of the Issuer 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 Issuer is required by law to include in its annual tax levy the principal and interest coming due on the Notes to the extent that necessary funds are not provided from other sources. 3. The interest on the Notes is: (a) excludable from gross income for federal income tax purposes; and (b) not an item of tax preference for purposes of the federal alternative minimum tax. The opinions set forth in this paragraph are subject to the condition that the Issuer complies with all requirements of the Internal Revenue Code of 1986, as amended (the "Code") that must be satisfied subsequent to the issuance of the Notes in order that interest thereon be, or continue to be, excludable 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 Notes to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Notes. The Notes have not been designated as "qualified tax-exempt obligations" for purposes of Code § 265(b )(3). We express no opinion regarding other federal tax consequences arising with respect to the Notes. 4. The interest on the Notes is exempt from income taxation by the State of Kansas. We express no opinion regarding the accuracy, completeness or sufficiency of any offering materials relating to the Notes. Further, we express no opinion regarding tax consequences arising with respect to the Notes other than as expressly set forth in this opinion. The rights of the owners of the Notes 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. Very truly yours, STATE OF KANSAS OFFICE OF THE ATTORNEY GENERAL DEREK SCHMIDT ATTORNEY GENERAL The Honorable Jake LaTurner State Treasurer October 15, 2019 Landon State Office Building, Room 201 N Topeka, KS 66612 Dear Mr. LaTurner: MEMORIAL HALL 120 SW 10TH AvE., 2ND FLOOR TOPEKA, KS 6661 2-1 597 (785) 296-2215 • FAX (785) 296-6296 WWW.AG.KS.GOV Pursuant to K.S.A. 10-108, basic or supplemental transcript material is hereby approved and you may register the following: Municipality: City of Salina, Kansas Description: General Obligation Temporary Note Series: 2019-2 Dated: October 15, 2019 · Aggregate Amount: $5,085,000.00 Date of First Payment: July 1, 2020 Fiscal Agent: Kansas State Treasurer RDS:sb cc: Shandi Wicks, Clerk Gilmore & Bell-Kansas City Numbered: Registered Sincerely, OFFICE OF THE ATTORNEY GENERAL DEREK SCHMIDT STIFEL October 8, 2019 CLOSING MEMORANDUM TO: SEE DISTRIBUTION LIST FROM: DAVID ARTEBERRY RE: TEMPORARY NOTE ISSUE CLOSING ARRANGEMENTS NAME OF ISSUER: City of Salina, Kansas AMOUNT, NAME AND DATE OF ISSUE : TIME AND DATE OF CLOSING: SETTLEMENT NUMBERS: METHOD OF FUNDS TRANSFER: $5,085,000 City of Salina, Kansas General Obligation Temporary Notes Series 2019-2 Dated October 15, 2019 10:00 a.m. Tuesday, October 15, 2019 Via telephone Par Amount of Notes Net Amount Due at Closing Wire Transfer of Federal Funds 4801 Main Street • Suite 530 • Kansas City, Missou ri 6411 2 $5,085,000.00 $5,085,000.00 TRANSFER INSTRUCTIONS : (Bennington State Bank) DISPOSITION OF NOTE PROCEEDS : (City of Salina) DELIVERY OF TRANSCRIPT AND LEGAL OPINION: NOTE DELIVERY INSTRUCTIONS: PAYMENT OF COSTS OF ISSUANCE: On Tuesday, October 15, 2019 Bennington State Bank will wire transfer an amount of $5,085,000.00 to Sunflower Bank, ABA #1011-0062-1, AC #10218 7275 for credit to the City of Salina, Attn: Kayleen Chaput. The City shall deposit the $5,085,000.00 received from Bennington State Bank into the Improvement Fund for General Obligation Temporary Notes, Series 2019-2. For Issuance Costs For Redemption of 2018-2 Notes $30,454.51 5,054,545.49* $5,085,000.00 *Series 2018-2 Notes will mature on November 15, 2019. The total amount required for redemption will be $5,064,504.17. The difference of $9,958.68 will be provided by City from remaining proceeds from the Series 2018-2 Notes or other available funds. Upon receiving confirmation of receipt of funds, Gilmore & Bell will email a signed legal opinion to the City, Bennington State Bank and Stifel, Nicolaus & Company. Original signed legal opinions and transcripts will be mailed when completed. Upon closing, Notes will be delivered to the offices of Bennington State Bank. All reimbursable costs associated with the issuance of the Notes will be paid after closing by the City upon presentation of the proper invoices. Engelman, Heather (G&B) From: bondreg@treasurer.ks.gov Sent: To: Monday, September 23, 2019 12:21 PM Engelman, Heather (G&B) Subject: Bondreg: Updated Bond Registration September 23, 2019, 12:21:25 This bond issue has been updated in the KST Bond Registration System. Below is the updated information: Registration#: 0322-085-101519-692 Municipality: Salina Bond Counsel: Gilmore Bell: Heather Engelman Paying Agent: State Purpose & Series: General Obligation Temporary Notes, Series 2019-2 Book Entry: No Principal: $5,085,000.00 Closing Date: October 15, 2019 The issue was updated by Gina Clement. 1 EMMft: Electronic Municipal Market Access A service or !he MSRB Submission ID: ES1010626 Submission Date: 10/24/2019 4:49 PM Status: PUBLISHED Disclosure Categories Voluntary Disclosure Other Event-based Disclosures: Direct Placement of $5,085,000 General Obligation Temporary Notes, Series 2019-2, dated 10/15/2019 Document File tice_Direct_Placement_Series_2019-2_ 10-15-19_.pdf Associated Securities The following are associated with this continuing disclosure submission. CUSIP-6 Issuer Name 794743 CITY OF SALINA, KANSAS 794744 CITY OF SALINA, KANSAS 794790 SALINA (CITY OF) KANSAS 794811 CITY OF SALINA KS Total CUSIPs associated with this submission: 232 The disclosure will be published for the following securities. CUSIP-9 Issue Description Dated Date 794743W42 GENERAL OBLIGATION INTERNAL IMPROVEMENT AND REFUNDING BONDS, SERIES 2010-A 05/01 /2010 794743W59 GENERAL OBLIGATION INTERNAL IMPROVEMENT AND REFUNDING BONDS, SERIES 2010-A 05/01 /2010 794743W67 GENERAL OBLIGATION INTERNAL IMPROVEMENT AND REFUNDING BONDS, SERIES 2010-A 05/01 /2010 794743W75 GENERAL OBLIGATION INTERNAL IMPROVEMENT AND REFUNDING BONDS, SERIES 2010-A 05/01 /2010 794743W83 GENERAL OBLIGATION INTERNAL IMPROVEMENT AND REFUNDING BONDS, SERIES 2010-A 05/01/2010 794743W91 GENERAL OBLIGATION INTERNAL IMPROVEMENT AND REFUNDING BONDS, SERIES 2010-A 05/01/2010 7947434J0 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2013-B 07/15/201 3 7947434K7 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2013-B 07/15/2013 7947434L5 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2013-B 07/15/2013 7947434M3 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2013-B 07/15/2013 7947434N1 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2013-B 07/15/2013 Period Date 10/24/2019 Maturity Date Coupon(%) 10/01 /2020 3.15 10/01 /2021 3.3 10/01/2022 3.4 10/01/2023 10/01/2024 10/01/2025 3.875 10/01/2020 3 10/01 /2021 3 10/01 /2022 3 10/01 /2023 3 10/01/2024 3 CUSIP-9 Issue Description Dated Date Maturi ty Date Coupon (%) 7947434P6 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2013-B 07/15/2013 10/01 /2025 3.5 794743404 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2013-B 07/15/2013 10/01 /2026 3.5 7947434R2 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 201 3-B 07/15/2013 10/01/2027 3.5 7947434S0 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2013-B 07/15/2013 10/01 /2028 3.5 7947434T8 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2013-B 07/15/2013 10/01/2029 7947434U5 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2013-B 07/15/2013 10/01/2030 7947434V3 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2013-B 07/15/2013 10/01/2031 7947434W1 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2013-B 07/15/2013 10/01/2032 7947434X9 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2013-B 07/15/2013 10/01/2033 4 7947436A7 GENERAL OBLIGATION REFUNDING AND INTERNAL IMPROVEMENT BONDS, SERIES 2015-A 07/29/2015 10/01/2020 4 794743685 GENERAL OBLIGATION REFUNDING AND INTERNAL IMPROVEMENT BONDS, SERIES 2015-A 07/29/2015 10/01/2021 4 7947436C3 GENERAL OBLIGATION REFUNDING AND INTERNAL IMPROVEMENT BONDS, SERIES 2015-A 07/29/2015 10/01/2022 3 794743601 GENERAL OBLIGATION REFUNDING AND INTERNAL IMPROVEMENT BONDS, SERIES 2015-A 07/29/2015 10/01/2023 3 7947436E9 GENERAL OBLIGATION REFUNDING AND INTERNAL IMPROVEMENT BONDS, SERIES 2015-A 07/29/2015 10/01/2024 3 7947436F6 GENERAL OBLIGATION REFUNDING AND INTERNAL IMPROVEMENT BONDS, SERIES 2015-A 07/29/2015 10/01 /2025 3 7947436G4 GENERAL OBLIGATION REFUNDING AND INTERNAL IMPROVEMENT BONDS, SERIES 2015-A 07/29/2015 10/01 /2026 3 7947436H2 GENERAL OBLIGATION REFUNDING AND INTERNAL IMPROVEMENT BONDS, SERIES 2015-A 07/29/2015 10/01 /2027 3 7947436J8 GENERAL OBLIGATION REFUNDING AND INTERNAL IMPROVEMENT BONDS, SERIES 2015-A 07/29/2015 10/01 /2028 3 7947436K5 GENERAL OBLIGATION REFUNDING AND INTERNAL IMPROVEMENT BONDS, SERIES 2015-A 07/29/2015 10/01 /2029 3 7947436L3 GENERAL OBLIGATION REFUNDING AND INTERNAL IMPROVEMENT BONDS, SERIES 2015-A 07/29/2015 10/01 /2030 3 7947436M1 GENERAL OBLIGATION REFUNDING AND INTERNAL IMPROVEMENT BONDS, SERIES 2015-A 07/29/2015 10/01/2031 3.05 7947436N9 GENERAL OBLIGATION REFUNDING AND INTERNAL IMPROVEMENT BONDS, SERIES 2015-A 07/29/2015 10/01/2032 3.5 7947436P4 GENERAL OBLIGATION REFUNDING AND INTERNAL IMPROVEMENT BONDS, SERIES 2015-A 07/29/2015 10/01/2033 3.5 794743602 GENERAL OBLIGATION REFUNDING AND INTERNAL IMPROVEMENT BONDS, SERIES 2015-A 07/29/2015 10/01/2034 3.5 7947436R0 GENERAL OBLIGATION REFUNDING AND INTERNAL IMPROVEMENT BONDS, SERIES 2015-A 07/29/2015 10/01/2035 3.5 794743U51 GO 2009A 07/15/2009 10/01/2020 3.4 794743U69 GO 2009A 07/15/2009 10/01 /2021 3.6 794743U77 GO 2009A 07/15/2009 10/01 /2024 3.9 794743U85 GO 2009A 07/15/2009 10/01/2027 4.15 794743U93 GO 2009A 07/15/2009 10/01 /2029 4.25 794743Y32 GENERAL OBLIGATION REFUNDING BONDS SERIES 2010-B 10/15/2010 10/01/2020 2.5 794743Y40 GENERAL OBLIGATION REFUNDING BONDS SERIES 2010-B 10/15/2010 10/01 /2021 2.7 794743Y57 GENERAL OBLIGATION REFUNDING BONDS SERIES 2010-B 10/15/2010 10/01 /2022 2.75 CUSIP-9 Issue Description Dated Date Maturity Date Coupon(%) 794743Y65 GENERAL OBLIGATION REFUNDING BONDS SERIES 2010-B 10/15/2010 10/01 /2023 3 7947432A1 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2011-A 07/15/2011 10/01 /2022 3.25 794743289 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2011-A 07/15/2011 10/01 /2023 3.5 7947432C7 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2011-A 07/15/2011 10/01 /2024 3.75 7947432D5 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 201 1-A 07/15/2011 10/01 /2025 4 7947432E3 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2011-A 07/15/2011 10/01 /2026 4 7947432F0 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2011-A 07/15/2011 10/01/2027 4 7947432G8 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2011-A 07/15/2011 10/01 /2028 4 7947432H6 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2011-A 07/15/2011 10/01 /2029 4.1 7947432J2 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2011-A 07/15/2011 10/01 /2030 7947432K9 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2011-A 07/15/2011 10/01 /2031 4.25 794743280 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2011-A 07/15/2011 10/01/2020 2.75 794743298 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2011-A 07/15/2011 10/01/2021 3 7947432U7 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2012-A 07/15/2012 10/01/2020 1.4 7947432V5 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2012-A 07/15/2012 10/01/2021 1.65 7947432W3 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2012-A 07/15/2012 10/01/2022 1.85 7947432X1 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2012-A 07/1 5/2012 10/01 /2023 2 7947432Y9 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2012-A 07/15/2012 10/01 /2024 2.1 794743226 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2012-A 07/15/2012 10/01 /2025 2.2 7947433A0 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2012-A 07/15/2012 10/01/2026 2.35 794743388 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2012-A 07/1 5/2012 10/01/2027 2.45 7947433K8 GENERAL OBLIGATION REFUNDING BONDS SERIES 2012-B 07/15/2012 10/01 /2020 1.4 7947433S1 TAXABLE GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2013-A 02/15/2013 10/01 /2020 7947433T9 TAXABLE GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2013-A 02/15/2013 10/01/2021 2.2 7947433U6 TAXABLE GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2013-A 02/15/2013 10/01/2022 7947433V4 TAXABLE GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 201 3-A 02/15/2013 10/01/2023 2.6 7947433W2 TAXABLE GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2013-A 02/15/2013 10/01/2024 3.2 7947433X0 TAXABLE GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2013-A 02/1 5/2013 10/01/2025 3.4 7947433Y8 TAXABLE GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2013-A 02/15/2013 10/01/2026 3.65 794743325 TAXABLE GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2013-A 02/15/2013 10/01/2027 3.35 7947434A9 TAXABLE GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2013-A 02/15/2013 10/01 /2028 3.55 7947435E0 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2014-A 07/30/2014 10/01 /2020 3 7947435F7 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2014-A 07/30/2014 10/01 /2021 3 CUSIP-9 Issue Description Dated Date Maturity Date Coupon (¾) 7947435G5 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2014-A 07/30/2014 10/01 /2022 2.5 7947435H3 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2014-A 07/30/2014 10/01 /2023 2.5 7947435J9 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2014-A 07/30/201 4 10/01/2024 2.75 7947435K6 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2014-A 07/30/2014 10/01 /2025 2.75 7947435L4 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2014-A 07/30/2014 10/01 /2026 3 7947435M2 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2014-A 07/30/2014 10/01/2027 3 7947435N0 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2014-A 07/30/2014 10/01/2028 3 7947435P5 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2014-A 07/30/2014 10/01/2029 3.15 794743503 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2014-A 07/30/2014 10/01/2030 3.5 7947435R1 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2014-A 07/30/2014 10/01/2031 7947435S9 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2014-A 07/30/2014 10/01/2032 3.75 7947435T7 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2014-A 07/30/2014 10/01/2033 7947435U4 GENERAL OBLIGATION INTERNAL IMPROVMENT BONDS, SERIES 2014-A 07/30/2014 10/01 /2034 3.5 7947436W9 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2016-A 07/26/2016 10/01/2020 2 7947436X7 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2016-A 07/26/2016 10/01 /2021 3 7947436Y5 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2016-A 07/26/2016 10/01 /2022 3 794743622 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2016-A 07/26/2016 10/01 /2023 3 7947437A6 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2016-A 07/26/2016 10/01 /2024 2 7947437B4 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2016-A 07/26/2016 10/01 /2025 2 7947437C2 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2016-A 07/26/2016 10/01/2026 2 7947437D0 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2016-A 07/26/2016 10/01/2027 0 7947437E8 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2016-A 07/26/2016 10/01/2028 2 7947437F5 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2016-A 07/26/2016 10/01/2029 2 7947437G3 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2016-A 07/26/2016 10/01/2030 2.125 7947437H1 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2016-A 07/26/2016 10/01/2031 2.25 7947437J7 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2016-A 07/26/2016 10/01 /2032 2.25 7947437K4 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2016-A 07/26/2016 10/01 /2033 2.375 7947437L2 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2016-A 07/26/2016 10/01 /2034 2.5 7947437M0 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2016-A 07/26/2016 10/01 /2035 2.5 7947437N8 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2016-A 07/26/2016 10/01 /2036 2.5 7947437S7 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016-B 07/26/2016 10/01/2020 3 7947437T5 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016-B 07/26/2016 10/01/2021 4 7947437U2 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016-B 07/26/2016 10/01/2022 5 CUSIP-9 Issue Description Dated Date Maturity Date Coupon(¾) 7947437V0 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016-B 07/26/2016 10/01 /2023 5 7947437W8 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016-B 07/26/2016 10/01 /2024 2 7947437X6 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016-B 07/26/2016 10/01 /2025 2 7947437¥4 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016-B 07/26/2016 10/01 /2026 2 794743721 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016-B 07/26/2016 10/01 /2027 0 7947438A5 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016-B 07/26/2016 10/01 /2028 2 7947438B3 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016-B 07/26/2016 10/01/2029 2 7947438C1 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016-B 07/26/2016 10/01/2030 2.125 7947438D9 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016-B 07/26/2016 10/01 /2031 2.125 794743M92 INTERNAL IMPT-SER A 06/15/2007 10/01 /2020 4.5 794743N26 INTERNAL IMPT-SERA 06/15/2007 10/01/2021 4.5 794743N34 INTERNAL IMPT-SERA 06/15/2007 10/01/2022 4.5 794743N42 INTERNAL IMPT-SERA 06/15/2007 10/01/2023 4.5 794743N83 INTERNAL IMPT-SERA 06/15/2007 10/01/2027 4.625 794743H49 INTERNAL IMPT-SERA 04/01 /2006 10/01/2020 4.2 794743H56 INTERNAL IMPT-SERA 04/01/2006 10/01/2021 4.25 794743H64 INTERNAL IMPT-SERA 04/01 /2006 10/01/2022 4.25 794743H72 INTERNAL IMPT-SERA 04/01 /2006 10/01/2023 4.3 794743H80 INTERNAL IMPT-SERA 04/01 /2006 10/01/2024 4.3 794743H98 INTERNAL IMPT-SERA 04/01 /2006 10/01/2025 4.35 794743J21 INTERNAL IMPT-SERA 04/01 /2006 10/01/2026 4.35 794743L36 INTERNAL IMPT-SER B 07/15/2006 10/01/2021 4.5 794743F58 INTERNAL IMPT-SERA 07/15/2005 10/01/2020 4 794743S21 INTERNAL IMPT-SER B 12/15/2008 07/01/2020 4.15 794743S39 INTERNAL IMPT-SER B 12/15/2008 07/01/2021 4.3 794743S47 INTERNAL IMPT-SER B 12/15/2008 07/01/2022 4.4 794743S54 INTERNAL IMPT-SER B 12/15/2008 07/01/2023 4.5 794743S62 INTERNAL IMPT-SER B 12/15/2008 07/01/2024 4.6 794743S70 INTERNAL IMPT-SER B 12/15/2008 07/01/2025 4.65 794743S88 INTERNAL IMPT-SER B 12/15/2008 07/01/2026 4.7 794743S96 INTERNAL IMPT-SER B 12/15/2008 07/01/2027 4.75 794743T20 INTERNAL IMPT-SER B 12/15/2008 07/01/2028 4.8 794743056 INTERNAL IMPT-SERA 07/15/2008 10/01/2020 4 CUSIP-9 Issue Description Dated Date Maturity Date Coupon(¾) 794743064 INTERNAL IMPT-SER A 07/1 5/2008 10/01/2021 4 794743072 INTERNAL IMPT-SER A 07/15/2008 10/01 /2022 4 794743080 INTERNAL IMPT-SER A 07/1 5/2008 10/01/2023 4 794743L28 <issue not found> 794743N59 <issue not found> 794743N67 <issue not found> 794743N75 <issue not found> 794744AD4 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2017-A 07/27/2017 10/01 /2020 3 794744AE2 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2017-A 07/27/2017 10/01/2021 3 794744AF9 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2017-A 07/27/2017 10/01 /2022 3 794744AG7 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2017-A 07/27/2017 10/01 /2023 3 794744AH5 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2017-A 07/27/2017 10/01/2024 3 794744AJ1 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2017-A 07/27/2017 10/01/2025 3 794744AK8 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2017-A 07/27/2017 10/01/2026 3 794744AL6 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2017-A 07/27/2017 10/01/2027 3 794744AM4 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2017-A 07/27/2017 10/01/2028 3 794744AN2 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2017-A 07/27/2017 10/01/2029 0 794744AP7 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2017-A 07/27/2017 10/01/2030 3 794744AO5 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2017-A 07/27/2017 10/01 /2031 3 794744AR3 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2017-A 07/27/2017 10/01 /2032 3 794744AS1 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2017-A 07/27/2017 10/01 /2033 3.125 794744AT9 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2017-A 07/27/2017 10/01 /2034 3.25 794744AU6 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2017-A 07/27/2017 10/01 /2035 3.25 794744AV4 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2017-A 07/27/2017 10/01 /2036 3.25 794744AW2 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2017-A 07/27/2017 10/01/2037 3.375 794744BN1 GENERAL OBLIGATION TEMPORARY NOTES SERIES 2018-2 11/27/2018 11/15/2019 2.5 794744AY8 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2018-A 11/27/2018 10/01/2020 4 794744AZ5 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2018-A 11/27/2018 10/01/2021 4 794744BA9 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2018-A 11/27/2018 10/01/2022 4 794744887 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2018-A 11/27/2018 10/01 /2023 4 794744BC5 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2018-A 11/27/2018 10/01 /2024 4 794744803 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2018-A 11/27/2018 10/01 /2025 4 794744BE1 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2018-A 11/27/2018 10/01/2026 4 CUSIP-9 Issue Descripti on Dated Date Maturity Date Coupon(¾) 794744BF8 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2018-A 11/27/2018 10/01 /2027 4 794744BG6 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2018-A 11/27/2018 10/01/2028 4 794744BH4 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2018-A 11/27/2018 10/01/2029 4 794744BJ0 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2018-A 11/27/2018 10/01/2030 3.15 794744BK7 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2018-A 11/27/2018 10/01/2031 3.25 794744BL5 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2018-A 11/27/2018 10/01 /2032 3.35 7947448M3 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2018-A 11/27/2018 10/01 /2033 3.4 794744BP6 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2019A 04/24/2019 10/01 /2020 4 794744804 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2019A 04/24/2019 10/01 /2021 4 794744BR2 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2019A 04/24/2019 10/01 /2022 4 794744BS0 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2019A 04/24/2019 10/01 /2023 4 7947448TB GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2019A 04/24/2019 10/01 /2024 4 794744BU5 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2019A 04/24/2019 10/01 /2025 4 794744BV3 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2019A 04/24/2019 10/01 /2026 4 794744BW1 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2019A 04/24/2019 10/01/2027 3 794744BX9 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2019A 04/24/2019 10/01/2028 3 794744BY7 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2019A 04/24/2019 10/01/2029 3 794744824 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2019A 04/24/2019 10/01/2030 3 794744CA8 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2019A 04/24/2019 10/01/2031 3 794744CB6 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2019A 04/24/2019 10/01/2032 3 794744CC4 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2019A 04/24/2019 10/01/2033 3 794744CD2 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2019A 04/24/2019 10/01/2034 3 794744CE0 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2019A 04/24/2019 10/01/2035 3 794744CF7 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2019A 04/24/2019 10/01 /2036 3 794744CG5 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2019A 04/24/2019 10/01/2037 3 794744CH3 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2019A 04/24/2019 10/01 /2038 3 794744CJ9 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2019A 04/24/2019 10/01 /2039 3 794744CK6 GENERAL OBLIGATION TEMPORARY NOTES, SERIES 2019-1 04/24/2019 05/01/2020 1.58 794790AA3 SENIOR SPECIAL OBLIGATION REVENUE BONDS (DOWNTOWN PROJECT) SERIES 2018 A 12/21 /2018 12/01/2030 4.5 794790AB1 SENIOR SPECIAL OBLIGATION REVENUE BONDS (DOWNTOWN PROJECT) SERIES 2018 A 12/21 /2018 12/01/2035 5 794790AC9 SENIOR SPECIAL OBLIGATION REVENUE BONDS (DOWNTOWN PROJECT) SERIES 2018 A 12/21 /2018 12/01/2038 5.5 794790AD7 SENIOR SPECIAL OBLIGATION REVENUE BONDS (DOWNTOWN PROJECT) SERIES 2018 A 12/21 /2018 12/01/2032 4.75 794811KH1 WATER AND SEWAGE SYSTEM REVENUE BONDS SERIES 2011 04/15/2011 10/01/2020 3.375 CUSIP-9 Issue Description 794811KJ7 WATER AND SEWAGE SYSTEM REVENUE BONDS SERIES 2011 794811KK4 WATER AND SEWAGE SYSTEM REVENUE BONDS SERIES 2011 794811KL2 WATER AND SEWAGE SYSTEM REVENUE BONDS SERIES 2011 794811KM0 WATER AND SEWAGE SYSTEM REVENUE BONDS SERIES 2011 794811KN8 WATER AND SEWAGE SYSTEM REVENUE BONDS SERIES 2011 794811KP3 WATER AND SEWAGE SYSTEM REVENUE BONDS SERIES 2011 Submitter's Contact Information GILMORE & BELL, P.C. Name: DAWN NEWBILL Address: 2405 GRAND BLVD City, State Zip: KANSAS CITY, MO 64108 Phone Number: 8162181000 Email: dnewbill@gilmorebell.com Issuer's Contact Information ©2019 Municipal Securities Rulemaking Board (MSRB) Dated Date Maturity Date Coupon(%) 04/15/2011 10/01/2021 3.5 04/15/2011 10/01/2022 4 04/15/2011 10/01/2023 04/15/2011 10/01/2024 4 04/15/2011 10/01/2025 4.125 04/15/2011 10/01/2026 4.25 Obligated Person's Contact Information VOLUNTARY EVENT NOTICE October 15, 2019 Issuer/Obligated Person: City of Salina, Kansas (the "Issuer") Event Reported: Direct Placement of $5,085,000 General Obligation Temporary Notes, Series 2019-2 Authority and Purpose. The Issuer issued its $5,085,000 original principal amount of General Obligation Temporary Notes, Series 2019-2 (the "Notes") on October 15, 2019. The Notes were purchased by The Bennington State Bank, Salina, Kansas. The Notes are being issued pursuant to K.S.A. 10-123, K.S.A. 12-1736 et seq., as amended, and Resolution No. 19-7741 of the Issuer (the "Note Resolution") for the purpose of refunding a portion of the Issuer's General Obligation Temporary Notes, Series 2018-2. Maturity Schedule. The Notes shall mature as follows: Stated Maturity July 1 2020 Interest is payable on the Notes at maturity. Principal Amount $5,085,000 Annual Rate Of Interest 2.07% Optional Redemption by Issuer. At the option of the Issuer, the Notes will be subject to redemption and payment prior to maturity, as a whole or in part (selection of the amount of Notes to be redeemed to be determined by the Issuer in such equitable manner as it may determine) at any time on or after April 15, 2020, at the redemption price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the Redemption Date. Security for the Notes. The Notes are general obligations of the Issuer payable from the proceeds of general obligation bonds of the Issuer and, if not so paid, to the extent necessary, 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 pledged under the Note Resolution to the payment of the principal of and interest on the Notes. No official statement or other offering document has been prepared in connection with the sale of the Notes pursuant to an exception in Rule 15c2-12 of the SEC (the "Rule"). The Issuer has not entered into a disclosure undertaking under the Rule with regards to the Notes. The Issuer is voluntarily providing this notice for general information purposes only. Nothing contained in this notice is, or shuul<l be construed as, a representation by the Issuer that the information included in this notice constitutes all of the information that may be material to a decision to invest in, hold or dispose of any of the securities listed above, or any other securities of the Issuer. The information presented in this notice is as of the date of this notice. CITY OF SALINA, KANSAS