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City of Salina, Kansas General Obligation Improvement and Refunding Bonds, Series 2020-B (Transcript of Proceedings) TRANSCRIPT OF PROCEEDINGS AUTHORIZING THE ISSUANCE OF $8,450,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B DATED NOVEMBER 19, 2020 Legal Opinion Gilmore & Bell, P.C. Kansas City, Missouri i CITY OF SALINA, KANSAS GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B DATED NOVEMBER 19, 2020 ___________ CLOSING LIST ___________ The transcript of proceedings will be prepared in electronic format unless otherwise noted, for the above referenced issue (the “Bonds”), and distributed as follows: 1. City of Salina, Kansas (the “Issuer”) 2. Attorney General of the State of Kansas [Original] 3. State Treasurer, Topeka, Kansas (the “Paying Agent”) 4. Robert W. Baird & Co., Inc., Red Bank, New Jersey (the “Original Purchaser”) 5. Stifel, Nicolaus & Company, Incorporated, Kansas City, Missouri (the “Municipal Advisor”) 6. Gilmore & Bell, P.C., Kansas City, Missouri (“Bond Counsel”) Document Number PROCEEDINGS AUTHORIZING THE IMPROVEMENTS 1. Emergency Communications System Improvements ·Excerpt of Minutes of the governing body meeting evidencing first reading of Ordinance No. 20-11043 ·Excerpt of Minutes of the governing body meeting evidencing second reading and adoption of Ordinance No. 20-11043 · Ordinance No. 20-11043 authorizing improvements ·Affidavit of Publication of Ordinance No. 20-11043 2. Fire Fighting Equipment ·Minutes of the governing body meeting evidencing adoption of Resolution No. 20-7809 ·Resolution No. 20-7809 authorizing improvements ·Affidavit of Publication of Notice of Intent ·Certificate of No Protest ii 3. Public Water Supply System Improvements – Water Main ·Excerpt of Minutes of the governing body meeting evidencing adoption of Resolution No. 20-7880 ·Resolution No. 20-7880 authorizing improvements PROCEEDINGS AUTHORIZING THE REFUNDED BONDS 4. Series 2010-B Bond Ordinance and Resolution 5. Series 2012-A Bond Ordinance and Resolution PROCEEDINGS RELATED TO THE KDHE LOANS 6. KDHE Loan for KPWSLF Project No. 2841 PROCEEDINGS AUTHORIZING THE SALE AND ISSUANCE OF THE BONDS 7. Excerpt of Minutes of the governing body meeting evidencing adoption of Resolution No. 20-7880 8. Resolution No. 20-7880 authorizing the offering for sale of the Bonds 9. Notice of Bond Sale, Preliminary Official Statement and Certificate Deeming Preliminary Official Statement Final 10. Official Statement 11. Continuing Disclosure Undertaking 12. Excerpt of Minutes evidencing first reading of Ordinance No. 20-11041 13. Excerpt of Minutes of the governing body meeting evidencing opening of the bids, acceptance of the best bid of the Original Purchaser, passage of Ordinance No. 20-11041 and adoption of Resolution No. 20-7888 14. Ordinance No. 20-11041 authorizing the issuance of the Bonds 15. Summary of Ordinance No. 20-11041 and Affidavit of publication of Summary of Ordinance No. 20-11041 16. Resolution No. 20-7888 prescribing the form and details of the Bonds iii 17.Refunded Bonds Redemption Documents Series 2010-B Bonds·Call for Redemption ·Notice of Call for Redemption ·Paying Agent’s Certification Series 2012-A Bonds ·Call for Redemption ·Notice of Call for Redemption ·Paying Agent’s Certification ·Event Notice Pursuant to SEC Rule 15c2-12(b)(5)(C) 18.Refunded Loan Redemption Documents ·Conditional Notice of Prepayment ·KDHE Acknowledgement and Certification ·KDHE Certification Regarding Use of Loan Prepayment Funds CLOSING DOCUMENTS 19.Transcript Certificate Exhibit A – Statement of CostsExhibit B – Schedule of Outstanding General Obligation Indebtedness 20.Uniform Facsimile of Signature Certificate 21.Specimen Bond 22.Agreement Between Issuer and Agent 23.DTC DocumentsBlanket Letter of Representations Underwriting Safekeeping Agreement 24.Rating Letter - Moody’s 25.Closing Certificate 26.Federal Tax Certificate with attachments as follows: Exhibit A – Debt Service Schedule & Proof of YieldExhibit B – Internal Revenue Service Form 8038-G and evidence of filing Exhibit C – Purchaser’s Receipt for Bonds and Closing CertificateExhibit D – Description of Property Comprising the Financed Improvements and List of Reimbursement Expenditures Exhibit E – Sample Annual Compliance Checklist Exhibit F – Sample Final Written Allocation iv LEGAL OPINIONS 27. Approving legal opinion of Gilmore & Bell, P.C. 28. Approval letter of Attorney General MISCELLANEOUS DOCUMENTS 29. Closing Letter 30. Letter from State Treasurer Confirming Registration Number 31. Authorization of State Treasurer to use facsimile signature and seal * * * * * EXCERPT OF MINUTES OF A MEETING OF THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS HELD ON SEPTEMBER 28, 2020 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: Mayor Mike Hoppock, Commissioners Trent W. Davis, M.D., Rod Franz, Melissa Rose Hodges. Absent: Commissioner Karl F. Ryan The Mayor declared that a quorum was present and called the meeting to order. ************** (Other Proceedings) There was presented for first reading an Ordinance entitled: A HOME RULE ORDINANCE OF THE CITY OF SALINA, KANSAS, AUTHORIZING IMPROVEMENTS TO THE EMERGENCY COMMUNICATIONS SYSTEM AND AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BONDS TO PAY THE COSTS THEREOF. Commissioner Davis moved that the Ordinance be approved on first reading. The motion was seconded by Commissioner Franz. The Ordinance was duly read and considered, and upon being put, the motion for approval was carried by the vote of the Governing Body as follows: Rose Hodges. Nay: Yea: Mayor Mike Hoppock, Commissioners Trent W. Davis, M.D., Rod Franz, Melissa ************** (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. Clerk (Signature Page to Excerpt of Minutes) EXCERPT OF MINUTES OF A MEETING OF THE CITY COMMISSION OF THE CITY OF SALINA, KANSAS HELD ON OCTOBER 5, 2020 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: Mayor Mike Hoppock, Commissioners Rod Franz, Melissa Rose Hodges, Karl F. Ryan. Absent: Commissioner Trent W. Davis, M.D. The Mayor declared that a quorum was present and called the meeting to order. ************** (Other Proceedings) There was presented an Ordinance entitled: A HOME RULE ORDINANCE OF THE CITY OF SALINA, KANSAS, AUTHORIZING IMPROVEMENTS TO THE EMERGENCY COMMUNICATIONS SYSTEM AND AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BONDS TO PAY THE COSTS THEREOF. Commissioner Hodges moved that the Ordinance be passed. The motion was seconded by Commissioner Ryan. The Ordinance, having been approved by a first reading on September 28, 2020, was duly read and considered, and upon being put, the motion for the passage of said Ordinance was carried by the vote of the Govemjng Body as follows: Yea: Mayor Mike Hoppock, Commissioners Rod Franz, Melissa Rose Hodges, Karl F. Ryan. Nay: The Mayor declared the Ordinance duly passed and the Ordinance was then duly numbered Ordinance No. 20-11043, was signed by the Mayor and attested by the Clerk and the Ordinance or a summary thereof was directed to be published one time in the official newspaper of the City. ************** (Other Proceedings) [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] 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. -...... , r: ("'I ... ..,. . ·····•: ... ~,.--./,,. , / ••• .j ',tz.A.-f(\' .. , __ •• ~~, .. , •. : ... - \ 1; . ' ~l,()~ Shandi Wicks, CMC, City Clerk •• c.--, ,), ·•. .-· ········••"... ( .\ "; ,. ; ........ :"" ...... .:.. ., (Signature Page to Excerpt of Minutes) z a. w ., s cii Cl) i s! g 8 Published in The Salina Journal on October tf , 2020. ---=Rt ORDINANCE NO. 20-11043 A HOME RULE ORDINANCE OF THE CITY OF SALINA, KANSAS, AUTHORIZING IMPROVEMENTS TO THE EMERGENCY COMMUNICATIO S SYSTEM AND AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATIO BONDS TO PAY THE COSTS THEREOF. WHEREAS, the governing body of the City of Salina, Kansas (the "City"), operates an emergency communications system (the "System") for the benefit of the public health, safety and welfare of the citizens of the City, including certain aspects of the System operated jointly with Saline County, Kansas; and WHERAS, the System is in need of various capital improvements (the "Improvements") as herein more fully described, and the City wishes to provide for the making of the Improvements and the funding by the City of the costs of the Improvements; and WHEREAS, the City is authorized by Article 12, Section 5 of the Constitution of the State of Kansas (the "Home Rule Amendment") to determine its local affairs and government, and the Home Rule Amendment provides that such power and authority granted thereby to cities shall be liberally construed for the purpose of giving to cities the largest measure of self-government; and WHEREAS, there is no enactment of the Kansas Legislature which prohibits the City from making the Improvements and issuing its general obligation notes and/or bonds or participating in a lease transaction (the "Obligations") to finance the costs of the Improvements; and WHEREAS, the governing body of the City hereby finds that pursuant to and in furtherance of the purposes of the Home Rule Amendment, it is in the in terest of the public health, safety and welfare of the citizens of the City to authorize the Obligations fo r the purpose of financing the costs of the Improvements. NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS: Section 1. Approval of Improvements. The making of the Improvements is hereby authorized and approved. The Improvements shall include, but not be limited to, radio communications equipment for various City public safety functions and personnel, construction of radio towers, updating of the dispatch center, and a software system to enable communications. Section 2. Financing Authorization. The costs of the Improvements may be paid, in whole or in pati, from the proceeds of the Obligations which are hereby authorized for such purposes pursuant to the authority of the Home Rule Amendment and this Home Rule Ordinance in an amount not to exceed $3,000,000 plus costs of issuance and interest on any temporary financing. The proceeds of the Obligations may be used to reimburse expenditures made on or after the date wh ich is 60 days before the date of this Ordinance pursuant to Treasury Regulation 1.150-2. Section 3. Further Authority. The City shall, and the officers, employees and agents of the City are hereby authorized and directed to, take such action, expend such funds and execute such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance and to carry out, comply with and perform the duties of the City with respect to the Improvements and the Obligations. "' "' z Q. w "' C ~ en i ">I g 8 Section 4. Effective Date. This Home Rule Ordinance shall be effective from and after final passage by the governing body and publication once in the official newspaper of the City. PASS ED by the Governing Body of the City of Salina, Kansas, on October 5, 2020. [SEAL] ATTEST: Shandi Wicks, CMC, City Clerk Introduced: September 28, 2020 Passed: October 5, 2020 Passed by a vote of _!:L yes; __Q_ no; _ abstain Publisher's Affidavit I, ---~(-'~b~r=is~t..,,y~F~i~□~k~----, being duly s\\'orn dl'cl,irc lh<1t I am ,1 I <'gal Coordinator of TI IF SAIi:\::\ JOURNAL, publislwd ,1l Salin,1, S,1line Count\', Kansas, ,rnd of circulation in said count\', \\'hich nc\\'spapcr has bl'L'n ,1dmitted to the mails as second class matter in said countv, and continuously and unintcrruptedlv published for fin' consecutive \'ears prior lo first publiccltion of attached notice, and that the Ordinance 20-11043 Notice has been correctly publishl'd in the entire issue of said l1C'\\'Sf1<1pcr Ol1L' lime, public,1tion being given in the issul' of I \ October 9 Subscribed and S\\·orn to before me, this I '- 2020 ;\_l)_ 20 7_0 l WENDY CHROBAK Notary Puci,c, State of Kansas Mf ppo1ntment Expires -22-202-'( improvements 1tne 'lmprovemen'.s : as herein more fully described, and the City w:shes to provide !or tre making of the Improvements and the funding by the City c,f the costs of the lrnproverner,ts and WHEREAS. the City 1s authorized bv Ar11cle '1 Sect,on 5 of the Co~st1tut1on of the State of Kansas rthe ·nome Rule Amendr'lent"I tc det8'rn1ne its local attairs and govecrcrent. and the Home Rule Amendment provides that such power ctnd authori'.v ,8ranted thereby to ci11es shall be 1,oerally cons1rueo for the purpose of giving to c,t·es the largest measure 01 sel'.1;c·1e·n:YJen\· and WHEREAS there 1s no enactrnert of '.he Kansas Leg,slat,re l!r1cr, prohibits the C ty from rna\1ng '.re improvements and 1ssung ,ts ger-erai obligation notes and er bonds or participating 1n a 'ease transaction /t1e Improvements may '.J2 pa ·J 1:, who\e or 1n pan frOin tre proceeds of the Obiigations wh1cc are tereby authorized :or s,cr eurposes pursuant to the aJiWt'; of the Ho,ie Rule Arr,endmen: and this Horne Rule Orainance ,n an amount not to exceed S3,000.00C plus costs of issuance arc interest on any temporary financing The proceeds of the Cbl,gar1ons '.lla,, be used to reimburse expend1tc:e; made on o· atter the aate 1s 60 days before :1e date :,t tfHs Ord1nan:e pu'suart ·-Treasury Section 3. Further Authority ~re City sha:1. ar:: tr2 of~1cers er;;cioyees ana ~~ o' tne C,ty are nereby authorizeJ and directed to. take such ac11on expend sue~ I Jnds and execute suer Jl"H jo:un-ents. cert1l:cates 3r,j ,"'S('I~ ""8"'.S as may be riece.;s~·, :::r aes1rab1e to carr\, OU'. ar:: CO'T'C Y ,Vil~ the 1nfe~'. ·'Ob11qat:c:>s" I :o ', :ar:e the costs th,s o,a r.~rce a"C tc, car"; 0,: of the~ lr:1pi:,~er-1e1'.s. and ccrrrc\ ,v:t,., a;c :--erforr:, tf-e _;; ',t~:; WHEREAS, the goverr,119 ot t;1e City w,tn respect 10 the body ol the City hereby finds that Improvements and \he Obl,gat1ons pursuant to and 1n lurtherance ol Section 4. Effective Date. the purposes ol the ~orne Rule Th,s Herne c,"ie Ordinance shal' (Published in the Salina Journal Amendment 1: ,s 1n the interest be e'!e::1ve l:cr1 ard a~er lira, October 9, 2020) ol the public realth. safety ana passa;e :, :<e gcverning ORDINANCE NO. 20-11043 welfare ol t~e citizens o! the arJ ,,o :1.: :::ce n the A HOME RULE ORDINANCE to authonze the Obl,gat1ons lor OF THE CITY OF SALINA, purpose o: l1ra1c,1J tne costs ol KANSAS, AUTHORIZING the irnprcveT,ents PASSED :, :·e Governing Bo.Jy IMPROVEMENTS TO THE o· t<,e C,t; :' SJl1na .. ~ansas, on EMERGENCY NOW. THEREFORE, BE IT J,;:r :e· 0 2C2C COMMUNICATIONS ORDAINED BY THE GOVERNING SYSTEM AND BODY OF THE CITY OF SALINA. AUTHORIZING THE KANSAS ISSUANCE OF GENERAL OBLIGATION BONDS TO PAY THE COSTS THEREOF. Section 1. Approval ol Improvements The rna,,r" of the 'Tp::,,,eTe11ts 10 ~t:'ec·, Tne bUt'IO'. be 1c ra,Jio cornmur'1ca11cPs equi,mer,t lor 'lar,ous City p Jbiic safetv lunc•,ons and persorn·,e1 consiruclioi vi radio towers updating ol :se d1spa:ch center and a sottware system to enable commun1cat1ons [S':s_j A--:::;- WHEREAS, the governing body ol the City of Salina, Kansas (the "City"), operates an emergency communications system (the 'System") for the benefit of the public health, safety and welfare of the citizens of the City, including certain aspects ol the System operated Jointly with Saline County. Kansas: and Section 2. Findndn3 'I WHEREAS. the System 1s Authorization ,~e cos:s JI •ne in need of various capital I I I CITY OF SALINA, KANSAS REGULAR MEETING OF THE BOARD OF COMMISSIONERS February 24, 2020 4:00p.m. The City Commission convened at 2:00 p.m. for CIP Discussion and 2:30 p.m. for Downtown Arts & Entertainment Ordinance Overview and at 3:45 p.m. for Citizens Forum at City-County Building, Room 107B. Mayor Hoppock asked the Clerk for verification that notice had been sent for today's City Commission meeting. The Clerk replied yes. 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: !V!ayor lv!ichael L. Hoppock (presiding), Commissioners Trent W. Davis, M.D., Rod Franz, Melissa Rose Hodges, and Karl Ryan. Also present: Michael Schrage, City iv!anager; Jacob Wood, Deputy City ivlanager; Greg Bengtson, City Attorney; and Shandi Wicks, City Clerk. AWARDS AND PROCLAMATIONS (3.1) The week of February 9-15, 2020 as "VITA Volunteers Week" in the city of Salina. Brenda Gutierrez, Program Director for Salina Area United Way, spoke about the program, a couple of individuals that volunteer with the program introduced themselves. Ms. Gutierrez read the proclamation. Mayor Hoppock asked if there were multiple sites in town. Ms. Gutierrez mentioned the program was located at 145B S. Santa Fe Avenue and noted the hours of operation. CITIZENS FORUM Tyler Certain, 233 N. Kansas, thanked Commissioner Franz for his coffee with a citizen last Saturday and looked forward to another session. He also provided information regarding a pit bull ban that was lifted in Junction City, Kansas. Deborah Corrales, 124 E. Charlotte, provided information on fatalities and dogs in the United States, DNA testing of dogs at the Salina Animal Shelter and asked if one of these dogs was misidentified by the shelter and something would happen, would the City be responsible because they banned this breed but the missed identifying the dog. iv!ichael Schrage, City iv!anager, stated no, just as a general premise, the law recognized that it was a general attempt and there was no expectation of perfection. He continued to state with respect to the pit bull bases already taken to place, in the courts openly acknowledge that there was some subjectivity to the assessment of the traits of the dogs and there wasn't an expectation of perfection. A conversation ensued between Ms. Corrales and lvlr. Schrage regarding ON A testing and court cases. Norman ll'!annel, Salina, asked what accommodations the City of Salina provided for foreign language for open public meetings. Mr. Schrage stated there were staff members that were bilingual that could assist citizens. Commissioner Davis stated that there were conversations with Salina Media Connections regarding closed captioning once the meeting video was shown on the Salina Media Connection television page for viewing. Page l I I I Mr. Manne! also asked what the City of Salina was doing for the flu viruses in the community. Mr. Schrage stated that the City of Salina relied on the health department to handle those matters. Commissioner Davis provided information regarding the types of flu viruses and noted that personal hygiene was the most important. PUBLIC HEARINGS AND ITEMS SCHEDULED FOR A CERTAIN TIME (5.1) Public hearing authorizing the completion of an application to the Kansas Department of Health and Environment (KDHE) regarding a loan from the Kansas Public \"iater Supply Loan Fund (KPWSLF) Project No. 2997. (5.1a) Resolution No. 20-7795. lvlayor Hoppock opened the public hearing. ~fartha Tasker, Director of Utilities, explained the project, and fiscal impact. Commissioner Davis asked if the plan was to focus on the areas there were problems or to replace all of the mains. Ms. Tasker stated the focus was on the six (6) inch pipes and the problem areas. She continued to state all of the water mains may not be replaced. Commissioner Franz stated the older cast iron pipes were not having problems no matter the size. Ms. Tasker stated the older cast iron pipes no matter the size were better than the newer pipes installed. She continued to provide information on the problem areas and sizes. Commissioner Hodges stated we were looking at approximately 25 years to 40 years to get all of the six (6) inch pipes replaced. Ms. Tasker stated she thought the project could be completed in 15 to 20 years. Michael Schrage, City Manager, provided information on the strategy staff used on looking at water line and water mains when street work was scheduled to be done in case it could be coordinated. A conversation ensued between the City Commission and Ms. Tasker regarding water main breaks. Mayor Hoppock stated the project was a $2 million dollar project. Ms. Tasker stated it would actually be two (2) $2 million dollar projects. Mayor Hoppock asked from looking at the chart prepared by staff, he noticed in the 2014 to 2016 the state revolving fund was at 2.43% and asked if there was a pre-payment penalty or if the loan could be refinanced. Ms. Tasker stated you can pay those off but she was not had conversations with the Kansas Department of Health & Environment (KDHE) about refinancing a loan. She continued to state you could pay the loan off or do something different without penalties. Mr. Schrage stated staff have had refinancing conversations with bond counsel and can get back with bond counsel to continue that conversation. Norman Manne!, Salina, asked where we were on the air base cleanup. Michael Schrage, City Manager, stated we were currently in mediation with the federal government for the federal government to contribute the bulk of the cost. He continued to state the cleanup was estimated at S68 to 5100 million dollars. There being no further comments the public hearing was closed. Ms. Tasker listed the action options for consideration. Page 2 120-0059 Moved by Commissioner Davis, seconded by Commissioner Hodges, to adopt Resolution No. 20- 7795 authorizing the completion of an application to the Kansas Department of Health and Environment (KDHE) regarding a loan from the Kansas Public Water Supply Loan Fund (KPWSLF) Project No. 2997. Aye: (5). Nay: (0). i'vlotion carried. I I z " w CONSENT AGENDA (6.1) (6.2) Approve the minutes of February 10, 2020. Award contract for 2020 Microsurfacing, Project No. 20014 to Vance Brothers, Inc. of Kansas City, Missouri, in the amount of $574,888.37 with a 525,111.63 (4.4%) construction contingency (5600,000 authorization). (6.3) Approve Resolution No. 20-7793 appointing members to various boards and commission. Commissioner Hodges requested that Item 6.2 and 6.3 be removed from the consent agenda. 20-0060 Moved by Commissioner Hodges, seconded by Commissioner Davis, to approve the minutes of February 10, 2020 as presented. Aye: (5). Nay: (0). 1\,!otion carried. 20-0061 20-0062 (6.2) Award contract for 2020 lvlicrosurfacing, Project No. 20014 to Vance Brothers, Inc. of Kansas City, Missouri, in the amount of $574,888.37 with a $25,111.63 (4.4%) construction contingency (S600,000 authorization). Commissioner Hodges wanted to confirm if the manholes would be adjusted as the project was occurring or as a separate project. Jim Kowach, Director of Public Works, stated the manhole adjustments would be done as part of the projects. He continued to state the manhole adjustment project coming soon would cover the projects from the last couple of years. Moved by Commissioner Hodges, seconded by Commissioner Davis, award to contract for 2020 Microsurfacing, Project No. 20014 to Vance Brothers, Inc. of Kansas City, Missouri, in the amount of 5574,888.37 with a $25,111.63 (4.4%) construction contingency (5600,000 authorization). Aye: (5). Nay: (0). Motion carried. (6.3) Approve Resolution No. 20-7793 appointing members to various boards and commission. Commissioner Hodges felt it was important to disclose and recuse herself from voting for her mother-in-laws position with the Community Art & Design Committee appointment. Mayor Hoppock noted that an appointment was originally on the resolution for the Arts and Humanities Commission but was removed due to an opening listed in error. Moved by Commissioner Ryan, seconded by Commissioner Davis, to adopt Resolution No. 20- 7793 appointing members to various boards and commission. Aye: (4). Nay: (0). Abstained: (1) Hodges. Motion carried. ADMINISTRA TJON (7.1) Resolution No. 20-7801 setting the date for a public hearing to consider whether a dangerous structure at 320 E. Bond Street shall be condemned and ordered repaired or demolished. Page 3 120-0063 120-0064 I Sean Pilcher, Building Official, explained the dangerous structure process, property, fiscal impact and action options. Moved by Commissioner Ryan, seconded by Commissioner Franz, to adopt Resolution No. 20- 7801 setting the date for a public hearing to consider whether a dangerous structure at 320 E. Bond Street shall be condemned and ordered repaired or demolished setting April 6, 2020 as the public hearing date. Aye: (5). Nay: (0). !\'lotion carried. (7.2) Resolution No. 20-7809 providing for the acquisition of fire-fighting equipment, providing for the issuance of general obligation bonds of the City of Salina to pay for such equipment and authorization to publish the Notice of Intent. Debbie Pack, Director of Finance & Administration, explained the acquisition, bond issuance, fiscal impact and action options. Commissioner Franz asked what the anticipated term was on the bonds. iv!s. Pack stated 20 years and 15 years respectively. Commissioner Hodges stated the current unit would be in reserve for 5 years and asked what would then happen to that unit. Ms. Pack stated her understanding was the current reserve unit would be sold and the current 2000 unit would be put into reserve until the next purchase. Commissioner Franz stated it was noted it was difficult to get parts for the current unit and asked if it made more sense to keep the currently reserved unit instead of the 2000 unit. Ms. Pack stated she could definitely discuss this with fire department staff. Moved by Commissioner Davis, seconded by Commissioner Hodges, to adopt Resolution No. 20- 7809 providing for the acquisition of fire-fighting equipment, providing for the issuance of general obligation bonds of the City of Salina to pay for such equipment and authorization to publish the Notice of Intent. Aye: (5). Nay: (0). Motion carried. (7.3) Resolution No. 20-7804 terminating the City of Salina subscription recycling program. Jim Teutsch, Operations Manager, explained the program, fiscal impact and action options. Commissioner Hodges asked what the net saving would look like with the reduction in staffing. Mr. Teutsch stated there would be a 50 cent increase for 2020 and no increase in 2021. He continued to note the-truck purchase was $145,000 and a worker/driver position was approximately $45,000. Commissioner Franz asked how long a truck lasted. i\fr. Teutsch stated ten (10) years. Commissioner Franz stated that would be approximately S14,000 a year. Michael Schrage, City Manager, stated staff had estimated that the actual cost of providing the service was about S19.75 compared to charging S5.50. He continued to state if you look at that difference for 800 customers over 12 months, by his math was S137,000. Mayor Hoppock stated that amount did not cover the additional costs such as the tipping fees. Jim Kowach, Director of Public Works, stated the position that would be eliminated in the transition would be moved over into a similar position and there would not be any layoffs involved. Commissioner Davis provided his thoughts on the discontinuation of curbside recycling, other recycling options, and showed a video regarding recycling. Page 4 I I 120-0065 Commissioner Hodges provided her thoughts on recycling and asked if every participant in curbside recycling participated at a S10 level, then the program would pay for itself. Mr. Teutsch stated yes, shifting to 1,000 subscription recycling carts initially and charging each customer S10 a month. He continued to state from an operational standpoint we would be able to expand the number of customers in the program to 2,000. He further stated the missing math piece was if there would be enough customers interested in paying the higher amount. Commissioner Davis asked if the question could be added to the upcoming survey. Mr. Teutsch stated he would prefer to have the question as a separate survey but could talk to the cart provider. Mr. Teutsch stated the program was closed and we had not actively advertised the program. lvlr. Kowach stated the program was closed as of the study session due to the intent of the commission. A conversation ensued between the City Commission, ~fr. Kowach and Mr. Teutsch regarding the curbside recycling program, the outlet for recycling and use of trucks. Mayor Hoppock asked what our life expectancy was for our landfill. Mr. Teutsch stated approximately 150 years. Commissioner Davis asked how much dirt we had to cover. Mr. Teutsch stated there was a shortfall in material but it would be at least 50 years before we would notice the shortfall. He continued to provide information on the process of landfill cell creation and ways to obtain the shortfall. Commissioner Franz provided his thoughts on recycling and asked how many participated in curbside recycling. Mr. Teutsch stated 798. Commissioner Franz stated that the remaining 19,200 were served by the recycling center. Mr. Teutsch stated yes. Commissioner Franz asked if the almost 800 additional households could be serviced at the drive-thru recycling center. Mr. Teutsch stated absolutely. Commissioner Franz asked if there was more than one private recycling company. Mr. Teutsch stated not that he was aware of. Commissioner Franz asked if we could include in the letter the private recycling hauler. Mr. Schrage stated with it being one provider, he thought it could be included. Mr. Teutsch stated then yes. Commissioner Franz continued to provide his thoughts on the current curbside recycling program and the drive-thru recycling center. Commissioner Davis asked how many participants utilized the drive-thru recycling center. Mr. Teutsch stated approximately 250 per day. Mayor Hoppock stated the drive-thru facility was currently not open every day and could maybe be expanded. Mr. Teutsch stated that staff had been keeping statistics daily with the intent to go to the city manager soon to discuss the hours of operation. Ken Reitz, 1314 Parkwood Drive, provided information on a recycling program that he ran. David Norlin, 608 E. Republic, provided his thoughts on recycling, the need to promote recycling and the house bill on plastic bags. Commissioner Ryan provided his thoughts on the program and the life of the landfill. Moved by Commissioner Ryan, seconded by Commissioner Franz, to adopt Resolution No. 20- 7804 terminating the City of Salina subscription recycling program. Page 5 I I I Commissioner Hodges provided her thoughts on the curbside subscription recycling program. Commissioner Davis provided his thoughts on the current curbside subscription recycling program, and the amount of trash being produced. Commissioner Franz provided his thoughts on the current program, stated he was a current user of the program and his intended use of the drive-thru recycling center. Mayor Hoppock stated that education was a big part of it and provided his thoughts on the current curbside subscription recycling program. Mayor Hoppock called the question to adopt Resolution No. 20-7804 terminating the City of Salina subscription recycling program: Aye: (4). Nay: (1) Davis. Motion carried. (7.4) Resolution No. 20-7805 directing staff to provide the required 90-day notice and terminate the current agreement with Kanza Organics for processing yard waste for the City of Salina. Jim Teutsch, Operations Manager, explained the program, the agreement, fiscal impact and action options. Commissioner Davis asked what happened to the yard waste taken to the landfill. Mr. Teutsch stated yard waste was considered grass trimmings and brush trimmings and that is not separated from other trash. He continued to state the tree trimmings or brown waste was free to take to the landfill for residential and half price was charged to commercial businesses. Commissioner Davis asked if brown waste was accepted as part of the yard waste program. Mr. Teutsch stated the restriction was lifted on the size of brown waste for the program some time ago and was accepted as part of the program. Commissioner Davis asked if there was a significant storm would the City be able to contract with Kanza Organics. Mr. Teutsch stated that there was a past significant ice storm that a temporary operation was setup on East Crawford Recreation Area to collect the limbs or brown waste and dispose of properly. Commissioner Hodges stated that the current leaf pickup time was not coinciding with the optimal leafs falling and did not know if the timing could be looked at. ivlr. Teutsch stated that the program dates were intended to be done prior to the winter season starting. He also stated that staff was willing to look at the program dates and have encouraged citizens to call if a pickup was needed after the leaf pickup truck had been in the neighborhood. Ken Reitz, 1314 Parkwood, provided information on yard waste or brown waste. David Norlin, 608 E. Republic, asked staff if the seasonal nature of yard waste collection was part of the problem with the program. lvlr. Teutsch stated the cost of the program was based on the number of tonnage you collect and the more tonnage you collect, the more the program was profitable. He continued to state best way for yard waste to be sustainable was for people to stop collecting it and repurpose it. Mr. Norlin continued to provide his thoughts on a user's point of view on yard waste. Mr. Reitz suggested utilizing a chipper to mulch the limbs periodically and allow citizens to have the mulch. Page 6 I I I 20-00o6 z ~ w 20-0067 Commissioner Hodges stated it was harder than recycling because we have a market for it and it would hasten the need for remediating the methane gas. iv!r. Teutsch stated in the next 5 to 10 years we will have to build a system for the methane gas. He continued to provide information on the collection of yard waste. i\•!oved by Commissioner Ryan, seconded by Mayor Hoppock, to adopt Resolution No. 20-7805 directing staff to provide the required 90-day notice and terminate the current agreement with Kanza Organics for processing yard waste for the City of Salina. Aye: (3). Nay: (2) Davis, Hodges. Motion carried. (7.5) Resolution No. 20-7808 establishing sanitation refuse collection and Salina Drive- Thru Recycling Center (SDRC) rates effective as of the first billing cycle beginning April 1, 2020, not previously approved in the latest Comprehensive Fee Schedule of the City of Salina. Jim Teutsch, Operations Manager, explained the program, the agreement, fiscal impact and action options. Commissioner Hodges asked what the threshold would be for revisiting the transporting to Stutzman's and the types of recycling materials we are collecting. Mr. Teutsch stated that staff would need to come before the City Commission again to discuss some other options. Commissioner Franz asked how many trips we make in a year to the material recovery facility (MRF). Mr. Teutsch stated approximately 75 trips. Commissioner Franz asked how close we were to operating our own MRF. Mr. Teutsch stated not close, it would require at least 10,000 tons a year and it would not be feasible for us in the near future. Ken Reitz, 1314 Parkwood, provided his thoughts on recycling collection. Moved by Commissioner Ryan, seconded by Commissioner Davis, to adopt Resolution No. 20- 7808 establishing sanitation refuse collection and Salina Drive-Thru Recycling Center (SDRC) rates effective as of the first billing cycle beginning April 1, 2020, not previously approved in the latest Comprehensive Fee Schedule of the City of Salina. Aye: (5). Nay: (0). Motion carried. (7.6) Sanitation Trucks and Carts (7.6a) Resolution No. 20-7818 providing for the issuance of general obligation bonds to pay for six (6) fully automated refuse trucks and authorization to publish the Notice of Intent. (7.6b) Resolution No. 20-7806 authorizing the Mayor to sign an agreement to purchase six (6) fully automated refuse trucks. (7.6c) Resolution No. 20-7807 authorizing the Mayor to sign an agreement to purchase new 95-gallon refuse carts. Jim Teutsch, Operations Manager, explained the program, the agreement, fiscal impact and action options. Commissioner Davis asked what the material the seats were made out of. Mr. Teutsch stated cloth and noted a staff error regarding the seat type in the bids documents. Adam Hlad, Summit Truck Group, asked if the City Commission had any questions regarding the chassis portion of the bids and provided information on additional options and value to the trucks that Summit Truck Group could provide. Page 7 I I I z ~ w Ken Reitz, 1314 Parkwood, provided his thoughts on the trucks and amount of trash collected. Commissioner Davis asked if lv!r. Hlad' s point was a consideration in the bidding or a deficiency in the other trucks. Mr. Teutsch stated it was not something staff looked at but we welcome his input because it was an additional feature. He continued to state it was a feature that was used on landfill equipment now and it was a technology application that allows the technician to identify faults before the driver did and it allowed code revisions to the system, if necessary, and over time could help reduce the cost of maintenance. He further stated the program was not included in the specifications for the bid primarily because that company was the only one that offered the service and staff did not want to eliminate any potential bidders because of the program. Commissioner Hodges stated that she had forwarded an email regarding a small community that was looking at acquiring possibly 100 of our old carts to recycle for their own city and didn't know if staff had been able to connect with that gentleman. Jim Kowach, Director of Public Works, stated that the way the bids were setup, the carts were not our property and were to be disposed of by the low bidder. He continued to state that if the lower bidder didn't want to return the carts or recycling them as they were required to do, that another community would be interested in reusing them and reuse of the carts was acceptable to staff. Mr. Teutsch stated that staff would absolutely pass that information on to Schaffer. Commissioner Franz asked if an education program on the new trash program was developed. Mr. Teutsch stated that staff had drafted a staff position for an E3 coordinator that would need to go through the processes for establishing the position. tv!ayor Hoppock asked when staff expected delivery of the trucks and carts. i\fr. Teutsch stated about a year but the general obligation bond protest period could move that timeframe. Commissioner Hodges asked if the specific type of truck would commit us to a single source collection. Mr. Teutsch stated the model of single stream collection was the market standard. Commissioner Davis asked if the carts being black would be hard to see. Mr. Teutsch stated that he had not known of a community that a black cart was not a problem. He continued to state the company that the City of Salina had used went out of business and the current new carts were black. Commissioner Davis asked which side of the road the driver would drive on. Mr. Teutsch stated the trucks were equipped to allow the driver to sit on either the left or right side. 20-0068 Moved by Commissioner Ryan, seconded by Commissioner Davis, to adopt Resolution No. 20- 7818 providing for the issuance of general obligation bonds to pay for six (6) fully automated refuse trucks and authorization to publish the Notice of Intent. Aye: (5). Nay: (0). Motion carried. 20-0069 Moved by Commissioner Ryan, seconded by Commissioner Franz, to adopt Resolution No. 20- 7806 rejecting the bids from Downing Sales and Service as they are considered non-responsive and authorizing the Mayor to sign an Agreement to purchase of six (6) fully automated side-load refuse trucks from Elliot Equipment Company for a total price of $1,553,584.00. Aye: (5). Nay: (0). Motion carried. Page 8 120-0070 120-0071 120-0072 !Vloved by Commissioner Ryan, seconded by Commissioner Hodges, to adopt Resolution No. 20- 7807 rejecting the bids from Toter, LLC for not bidding to recycle the existing carts, rejecting the Bids from Otto Environmental Systems North America, Inc. for not meeting the specifications, and authorizing the lvlayor to sign an agreement with Schaefer Systems International, Inc. to purchase and deliver approximately 18,800 refuse carts at a unit cost of 546.77, collect and recycle approximately 22,000 existing carts at the unit price of $6.99, for a total of $1,033,056.00, with a 10% contingency of $103,305.60, (total authorization for $1,136,361.60). The number of new carts purchased and old carts collected may be adjusted higher or lower to account for the actual number of carts determined in the customer survey. Aye: (5). Nay: (0). 1vlotion carried. The City Commission recessed at 6:57 p.m. for a 8 minute break. The meeting resumed at 7:05 p.m. (7.7) Resolution No. 20-7819 authorizing the Mayor to execute an agreement with Saline County addressing the prisoner housing, emergency dispatch and related services. Michael Schrage, City Manager, explained the agreement, staff working group, fiscal impact and action options. Commissioner Franz commended staff for trying to develop a better plan and hoped for a better outcome. Commissioner Davis asked if there was any reason why the county provided for routine health care and we covered the emergency services. l\fr. Schrage stated there were statutory obligations that required the arrangement as it was. Moved by Commissioner Hodges, seconded by Commissioner Franz, to adopt Resolution No. 20- 7819 authorizing the Mayor to execute an agreement with Saline County addressing the prisoner housing, emergency dispatch and related services. Aye: (5). Nay: (0). Motion carried. DEVELOPMENT BUSINESS (8.1) Application #Z19-11, (filed by Lee Haworth Construction Co., Inc.) requesting a change in zoning district classification from A-1 (Agricultural) to R-1 (Single-Family Residential) on a 9.82 acre tract of land located on the north side of Cedar Ridge Drive between Grand Prairie Addition and the Briargate Addition south of the Salina Municipal Golf Course. (8.1a) First reading Ordinance No. 20-11028. Dean Andrew, Director of Planning, explained the request, public utilities, Planning Commission recommendation and action options. Commissioner Franz asked what the average lot size was in the proposed development. Mr. Andrew stated 10 to 12 thousand square feet. He continued to state the lot sizes were less than Cedar Ridge Addition and Grand Prairie Addition. Bob Haworth, 913 Twin Oaks Drive, asked for the item to be considered for a zoning change and thought it was the best use of the area. Mayor Hoppock asked if it would be done in two (2) phases. Mr. Haworth stated possibly, he might try to do it in one (1) phase. Moved by Commissioner Davis, seconded by Commissioner Hodges, to pass Ordinance No. 20- 11028 on first reading changing the zoning district classification from A-1 (Agricultural) to R-1 Page 9 I I I (Single-Family Residential) on a 9.82 acre tract of land located on the north side of Cedar Ridge Drive between Grand Prairie Addition and the Briargate Addition south of the Salina lvlunicipal Golf Course. Aye: (3). Nay: (0). l\fotion carried. OTHER BUSINESS Commissioner Davis mentioned potholes on Magnolia at the 1-133 overpass. Commissioner Hodges thanked Chief Nelson for responding to her questions regarding parking in the center lanes downtown. She also thanked Lauren Driscoll for her response. Commissioner Franz asked if delivery drivers could park in the center lane. Jim Kowach, Director of Public Works, stated yes. ADJOURNMENT 20-0073 Moved by Commissioner Ryan, seconded by Commissioner Davis, that the regular meeting of the Board of City Commissioners be adjourned. Aye: (3). Nay: (0). Motion carried. The meeting adjourned at 7:32 p.m. ~/ h [SEAL] ATTEST: ~L0t.Ui Shandi Wicks, CMC, City Clerk ' Michael L. Hopp ck, Mayor Page 10 u') u') RESOLUTION NO. 20-7809 A RESOLUTION DECLARING IT NECESSARY TO ACQUIRE FIRE-FIGHTING EQUIPMENT FOR USE BY THE FIRE DEPARTMENT OF THE CITY OF SALINA, KANSAS, AND TO ISSUE GENERAL OBLIGATION BONDS OF SAID CITY TO PAY THE COSTS THEREOF; AND PROVIDING FOR THE GIVING OF NOTICE OF INTENTION TO ACQUIRE SAID EQUIPMENT AND TO ISSUE SAID GENERAL OBLIGATION BONDS THEREFOR. WHEREAS, K.S.A. 12-1 l 0c (the "Act") authorizes any city operating a fire department to acquire fire fighting equipment for the use of such fire department and to pay the cost thereof by the issuance of general obligation bonds of the city, provided, that, no such bonds shall be issued until the city has first published a notice of its intention to acquire such equipment and to issue its general obligation bonds therefor; and WHEREAS, the City of Salina, Kansas (the "City") operates a fire department (the "Fire Depa11ment"), and the governing body of said City hereby finds and determines it to be necessary to acquire fire-fighting equipment for use by the Fire Department and hereby fu11her finds and determines it to be necessary to issue general obligation bonds of the City in order to provide funds to pay the cost thereof; and hereby further finds and determines it to be necessary to provide for the giving of notice of said intention in the manner prescribed by the Act. THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS; Section 1. Declaration of Necessity. It is hereby declared to be necessary to acquire fire- fighting equipment, consisting of a Quint Fire Truck and Self-Contained Breathing Apparatus (the "Equipment") for use by the Fire Department, under the provisions of the Act. Section 2. Financing Authority. The estimated cost of acquiring the Equipment is $1,400,000. The costs of the Equipment will be paid from the proceeds of general obligation bonds (the "Bonds") of the City in an amount of not to exceed $1,400,000 plus costs of issuance and interest on any temporary financing to be issued by the City for said purpose. Section 3. Reimbursement Authority. The Bonds may be issued to reimburse expenditures made on or after the date that is 60 days before the date of this Resolution pursuant to Treasury Regulation § 1.150-2. Section 4. Notice of Intent. A notice of the intention to acquire the Equipment and issue the Bonds to pay the costs thereof, interest on interim financing and associated financing costs shall be published once each week for two (2) consecutive weeks in the official City newspaper. If, within sixty (60) days following the date of such last publication, a petition signed by not less than five percent (5%) of the qualified electors of the City is filed with the City Clerk, then no such Bonds shall be issued until the issuance thereof shall have been approved by a majority of the qualified electors of the City voting on the question of such issuance at an election to be called and held for that purpose. If, however, no such protest petition is timely filed, the City will proceed with the acquisition of the Equipment and the issuance of the Bonds. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] L "' "' z a. w "' ,; <ii (/) 'di ;;; '1 g C 8 ADOPTED AND APPROVED by the governing body of the City of Salina, Kansas, on February 24, 2020. (Seal) ATTEST: Shandi Wicks, CMC, City Clerk (Signature page to Resolution) L z Cl. w .. C: i C/1 ~ <ii 'i! 1 0 (Published in The Salina Journal on February 28, 2020 and March 6, 2020) NOTICE OF INTENT TO: ALL RESIDENTS OF THE CITY OF SALINA, KANSAS: Public notification is given that the governing body of the City of Salina, Kansas (the "City") adopted a resolution on February 24, 2020, that declared it to be necessary to acquire fire-fighting equipment (the "Equipment") for use by the City Fire Depaitment (the "Fire Depaitment"), under the provisions of KS.A. 12-1 l0c (the "Act"), at an estimated cost of $1,400,000. The costs of the Equipment will be paid from the proceeds of general obligation bonds (the "Bonds") of the City in an amount of not to exceed $1,400,000 plus costs of issuance and interest on any temporary financing to be issued by the City for said purpose. This Notice of Intent shall be published once each week for two (2) consecutive weeks in the official City newspaper; and if, within sixty (60) days following the date of the last publication, a petition signed by not less than five percent (5%) of the qualified electors of the City, is filed with the City Clerk, no such Bonds shall be issued until the issuance thereof shall have been approved by a majority of the qualified electors of the City voting on the question of such issuance at an election to be called and held for that purpose. If, however, no such protest petition is timely filed, the governing body of the City will proceed with the acquisition of the Equipment and the issuance of the Bonds. DA TED: February 28, 2020. ISi Michael L. Hoppock, Mayor ATTEST: ISi Shandi Wicks, CMC, City Clerk Publisher's Affidavit I, Christy Fink , being duly sworn ------'------- declare that I am a Legal Coordinator of THE SALINA JOURNAL, a daily newspaper published at Salina, Saline County, Kansas, and of general circulation in said county, which newspaper has been admitted to the mails as second class matter in said county, and continuously and uninterruptedly published for five consecutive years prior to first publication of attached notice, and that the attached Notice of Intent Fire Equipment notice has been correctly published in the entire issues of said newspaper _____ tw_o ______ times, towit-once each week fo.._r ____ _.tw...._.o.__ _____ _ consecutive weeks, the first publication being given in the issue of February 28, 2020 c~~~~ Subscribed and sworn to before me~his /tJ+A Printer's Fee $231.00 NOTARY PUBLIC -State ol Kansas WENDY CHROBAK My App\. ExrCZi· ZZ.-l.OL 0 (First Publisheli!nlhe SahJouinal February28;2!Yl()) NOTICE OF lfflNT TO: ALL RESIDENTS OF THE CITY OF SALINA, KANSAS: Public notification is given • u,a1 1he governing body ol 1he ' Cily of Salina, Kansas (Ule 'City') lllt)pled a, resolution onFebruary M; 2020, lhal declared It to be · · nc.eesary to acquire fire-fighting eljlipment (Ule 'EqUipment') for ufll by 1he c11y·F119 DI~ (!f\e 'Fll9 Depar1ment'), under , the. provisions of K.S.A. 12·110C (1he 'A«), al an estinaled cost of $1,400,000. The costs of 1he 'Equipment will 1le paid trom. Ule · proceeds of general obligation · bonds (the 'Bonds') of 1he City ' in 1111 amount of not to ,xceed $1,400,000 pills costs of Issuance • and interest on any \elllpOrary financing to be iss~ed by 1he City for said pillP()Sll. . . This Notice of 1ritent hi be published once each week for two (2) consecutiw weelcs in 1he offlctal City newspaper; and • ff, wilhin sixty (60) days followlng 1he dale of Ule last publicallon, a petition signed 'by not less Ulan five percent (~%) of 1he qualified electors oflhe City, is fifed wt1h 1he . City Cle!k, no $lldl Bonds shall-be issued ~ u. ~ lhe~ , shal i., bean ',i,p!Md by a, · majority d 1he qualified etectors, . ol Ule City voting on 1he questton of such Issuance at an election to be called and hekl for that pi,pose. f 11, howeWr, no such ~peliUoll .is timely lied, 1he gove~ body • ol Ule City will' proceed wttl1 1he 1llcqulsllbt of the Equipment arid . -Ule iasuanCe ol Ule Bonde. ' DATED: Februaly 2e,m. IS/MichaelLHoppod<. Mayor • /S/ShandtWicks, CMC, CltyCle!k. . (21sp) "' "' z Q. w "' " 1ij (/) 1 "C ~ " 8 CERTIFICATE OF NO PROTEST ST A TE OF KANSAS ) ) ss: COUNTY OF SALINE ) The undersigned, Clerk of the City of Salina, Kansas (the "City"), does hereby certify that a Notice of Intent was published in The Salina Journal on February 28, 2020 and subsequently on March 6, 2020, pursuant to a resolution adopted by the governing body of the City on February 24, 2020, declaring it necessary to acquire fire-fighting equipment for use by the City Fire Department at an estimated cost of $1,400,000, and to issue general obligation bonds of the City (the "Bonds"), in an amount not to exceed $1,400,000 plus costs of issuance and interest on interim financing, under the authority of K.S.A. 12-110c (the "Act") in order to pay the costs thereof. More than sixty (60) days bas elapsed from the date of the last publication of the Notice of lntent; and there has been no sufficient written protest filed in my office against the acquisition of the Equipment or against the issuance of the Bonds, as provided by the Act. WlTNESS my hand and official seal on ~ 11 ···········•. (S /~p..GANIZf;·•.y \ 1870 / •·.... ..e~ ... ·· .... ~ •••••••••••• c'.),x ./~ -__ ,,.,..-::·--. .......... .. , 2020. ~ oLv lU Ul V< City Clerk EXCERPT OF MINUTES OF A MEETING OF THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS HELD ON SEPTEMBER 28, 2020 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: Mayor Mike Hoppock, Commissioners Trent W. Davis, M.D., Rod Franz, Melissa Rose Hodges. Absent: Commissioner Karl F. Ryan The Mayor declared that a quorum was present and called the meeting to order. * * * * * * * * * * * * * * (Other Proceedings) The matter of providing for the offering for sale of general obligation bonds came on for consideration and was discussed. Commissioner Franz presented and moved the adoption of a Resolution entitled: RESOLUTION AUTHORIZING THE REFINANCING OF CERTAIN GENERAL OBLIGATION BONDS; THE REFINANCING OF CERTAIN KDHE LOANS; THE ISSUANCE OF BONDS FOR CERTAIN PUBLIC IMPROVEMENTS; AND THE OFFERING FOR SALE OF GENERAL OBLIGATION BONDS OF THE CITY OF SALINA, KANSAS. Commissioner Hodges seconded the motion to adopt the Resolution. Thereupon, the Resolution was read and considered, and, the question being put to a roll call vote, the vote thereon was as follows: Aye: Mayor Hoppock, Commissioner Davis, Commissioner Franz, Commissioner Hodges Nay: The Mayor declared the Resolution duly adopted; the Clerk designating the same Resolution No. 20-7880. * * * * * * * * * * * * * * (Other Proceedings) 600596.20208\SALE RESOLUTION-SALINA 2020-B v.2 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:r-· ~~al-m.i~s of such proceedings are on file in my office. _ {\i OF s,,.-, ·~-" . \J ··········•.,'I_/.\) <::, •• • ... ,,, V J ~/~B,GANIZ£~\.7 t , ~~ L) 1~ ~ ~ 1870 : ;;=: ~ ·. -·-... .f) ~•••• •••r-::'>>- o"> ••••••••••••• -J Clerk "' "' z a. w ., s iij Cf) t ,1 ~ C: 8 RESOLUTION NO. 20-7880 RESOLUTION AUTHORIZING THE REFINANCING OF CERTAIN GENERAL OBLIGATION BONDS; THE REFINANCING OF CERTAIN KDHE LOANS; THE ISSUANCE OF BONDS FOR CERTAIN PUBLIC IMPROVEMENTS; AND THE OFFERING FOR SALE OF GENERAL OBLIGATION BONDS OF THE CITY OF SALINA, KANSAS. WHEREAS, the City of Salina, Kansas (the "Issuer"), has previously authorized certain public improvements described as follows (collectively with the Water Improvement described herein, the "Improvements"): Project Description Emergency Communications System Improvements Fire Fighting Equipment Total * Plus costs of issuance Res./Ord. No. Ord.[_] Res. 20-7809 Authority Kansas Constitution Article 12, Section 5 K.S.A. 12-1 l0c Financed Amount* $2,100,000 1,400,000 $3,500,000 WHEREAS, the Issuer proposes to issue its general obligation bonds to pay the costs of the improvements described above; and WHEREAS, the Issuer has previously issued and has outstanding general obligation bonds; and WHEREAS, due to the current interest rate environment, the Issuer has the opportunity to issue its general obligation refunding bonds in order to achieve an interest cost savings on all or a portion of the debt represented by such general obligation bonds described as follows (collectively the "Refunded Bonds"): Description G.O. Refunding Bonds G.O. Internal Improvement Bonds Series 2010-B 2012-A Dated Date 10/18/2010 07/152012 Years 2021-2023 2021-2027 Amount $745,000 1,185,000 WHEREAS, the Issuer has previously entered into the following loan agreement with KDHE for the purposes of financing certain water main improvements (the "Loan"): Maturity Original Loan No. KPWSLF Project No. 2841 Dated Date 01/13/2014 Date Amount 08/01/2036 $4,239,375.00 Outstanding Amount $3,520,775 Redemption Date 11 /27/2020 WHEREAS, K.S.A. 65-163d through 65-163u, as amended (the "Act"), authorizes any municipality to acquire, construct, reconstruct, improve, equip, rehabilitate or extend all or any part of a public water supply system and to issue general obligation bonds to pay all or part of any costs thereof; and WHEREAS, the Issuer is a municipality within the terms of the Act and operates a public water supply system, as said term is defined in the Act (the "System"); and WHEREAS, the governing body of the Issuer (the "Governing Body") hereby finds and determines that it is necessary and advisable to authorize improvements to the System pursuant to the Act consisting of replacements of existing water distribution pipes (the "Water Improvements") and to provide for the payment 600596.20208\SALE RESOLUTION-SALINA 2020-B v.2 .,., "' z a. w ., s .. CJ? i 12 g 8 of the costs thereof, including the prepayment of the Loan entered into to provide interim financing therefor, by the issuance of general obligation bonds; and WHEREAS, the Issuer has selected the firm of Stifel, Nicolaus & Company, Incorporated, Kansas City, Missouri ("Municipal Advisor"), as municipal advisor for one or more series of general obligation bonds of the Issuer, to be issued in order to provide funds to pay the costs of the Improvements, to prepay the Loan and refund the Refunded Bonds; and WHEREAS, the Issuer desires to authorize the Municipal Advisor to proceed with the offering for sale of said general obligation bonds and related activities; and WHEREAS, one of the duties and responsibilities of the Issuer is to prepare and distribute a preliminary official statement relating to said general obligation bonds; and WHEREAS, the Issuer desires to authorize the Municipal Advisor and Gilmore & Bell, P.C., Kansas City, Missouri, the Issuer's bond counsel ("Bond Counsel"), in conjunction with the Clerk, and other officers and representatives of the Issuer to proceed with the preparation and distribution of a preliminary official statement and notice of sale and to authorize the distribution thereof and all other preliminary action necessary to sell said general obligation bonds; and WHEREAS, due to the volatile nature of the municipal bond market and the desire of the Issuer to achieve maximum benefit of timing of the sale of said general obligation bonds, the Governing Body desires to authorize the Mayor to award the sale of such general obligation bonds, if necessary, prior to the next meeting of the Governing Body to adopt the necessary ordinance and resolution providing for the issuance thereof. NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS, AS FOLLOWS: Section 1. Project Authorization; Financing. It is hereby authorized, ordered and directed that the System be improved by constructing, installing, and making the Water Improvements and appurtenances thereto. The costs of the Water Improvements, including construction, engineering fees, acquisition of right- of-way and easements, contingencies and administrative expenses is $4,250,000. A portion of the costs of the Water Improvements shall be payable from the proceeds of general obligation bonds of the Issuer issued under authority of the Act in an approximate amount of $3 ,650,000. Section 2. Sale of Bonds. The Issuer is hereby authorized to offer for sale the Issuer's General Obligation Improvement and Refunding Bonds (the "Bonds") described in the Notice of Sale, which is to be prepared by Bond Counsel in conjunction with the Municipal Advisor and representatives of the Issuer, as authorized below. The sale of the Bonds may be accomplished in connection with, or separately from, the issuance of additional bonds or notes of the Issuer to fund various capital projects. All proposals for the purchase of the Bonds shall be submitted upon the terms and conditions set forth in the Notice of Bond Sale, and shall be reviewed by the Director of Finance, the Municipal Advisor and Bond Counsel as soon after the submittal hour as possible. The Mayor is hereby authorized to award the sale of the Bonds to the submitter of the best proposal as determined pursuant to the provisions of the Notice of Bond Sale or to reject all proposals; provided, however, that the principal amount of the Bonds shall not exceed $9,500,000 and the true interest cost of the Bonds shall not exceed 2.50%. The minimum aggregate net present value savings as a result of the refunding shall not be less than 3.0% of the principal amount of the refunded obligations. All proposals for the purchase of the Bonds shall be delivered to the Governing Body at its meeting to be held on the date referenced in the Notice of Bond Sale, at which meeting the Governing Body shall review such proposals and ratify the award of the sale of the Bonds or the rejection of all proposals. 600596.20208\SALE RESOLUTION-SALINA 2020-B v.2 2 II • "' "' z 0.. w .. .; -.; en i :l!1 5l C: 8 Section 3. Preliminary Official Statement. The Mayor, Clerk, City Manager and Director of Finance, in conjunction with the Municipal Advisor and Bond Counsel, are hereby authorized to cause to be prepared a Preliminary Official Statement, and such officials and other representatives of the Issuer are hereby authorized to use such document in connection with the sale of the Bonds. Section 4. Notice of Sale. The Clerk, in conjunction with the Municipal Advisor and Bond Counsel, is hereby authorized and directed, if necessary, to give notice of said bond sale by publishing a summary of the Notice of Sale not less than 6 days before the date of the bond sale in a newspaper of general circulation in Saline County, Kansas, and the Kansas Register and is hereby authorized to distribute copies of the Notice of Sale and Preliminary Official Statement relating to the Bonds to prospective purchasers of the Bonds. Bids for the purchase of the Bonds shall be submitted upon the terms and conditions set fo11h in said Notice of Sale, and shall be delivered to the governing body at its meeting to be held on the date of such sale, at which meeting the governing body shall review such bids and shall award the sale of the Bonds or reject all bids for a particular series of the Bonds. Section 5. Deeming Preliminary Official Statement Final. For the purpose of enabling the purchaser(s) of the Bonds (the "Purchaser(s)") to comply with the requirements of Rule l 5c2-12 of the Securities and Exchange Commission (the "Rule"), the Mayor, Clerk, City Manager, Finance Director, or other appropriate officers of the Issuer are hereby authorized: (a) to approve the form of said Preliminary Official Statement and to execute the "Certificate Deeming Preliminary Official Statement Final" in substantially the form attached 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; (b) covenant to provide continuous secondary market disclosure by annually transmitting certain financial information and operating data and other information necessary to comply with the Rule to the Municipal Securities Rulemaking Board; and (c) take such other actions or execute such other documents as such officers in their reasonable judgment deem necessary to enable the Purchaser(s) to comply with the requirement of the Rule. Section 6. Delivery of Official Statement. The Issuer agrees to provide to the Purchaser(s) within seven business days of the date of the sale of the Bonds or within sufficient time to accompany any confirmation that requests payment from any customer of the Purchaser(s), whichever is earlier, sufficient copies of the final Official Statement to enable the Purchaser(s) to comply with the requirements of the Rule and with the requirements of Rule G-32 of the Municipal Securities Rulemaking Board. Section 7. Further Authority. The Mayor, Clerk, Finance Director and the other officers and representatives of the Issuer, the Municipal Advisor and Bond Counsel, are hereby authorized and directed to take such other action as may be necessary to: (a) carry out the sale of the Bonds; (b) provide for the prepayment of the Loan; (c) provide for the redemption of the Refunded Bonds; and (d) execute the engagement letter related to services to be provided by the Municipal Advisor. Section 8. adoption. Effective Date. This Resolution shall be in full force and effect from and after its [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] 600596.20208\SALE RESOLUTION-SALINA 2020-B v.2 3 "' "' ADOPTED by the governing body on September 28, 2020. (SEAL) ATTEST: 600596.20208\SALE RESOLUTION-SALINA 2020-B (Signature Page to Sale Resolution) Re: EXHIBIT A CERTIFICATE DEEMING PRELIMINARY OFFICIAL STATEMENT FINAL City of Salina, Kansas, General Obligation Improvement and Refunding Bonds, Series 2020- B The undersigned is the duly acting Director of Finance of the City of Salina, Kansas (the "Issuer"), and is authorized to deliver this Certificate to the purchaser or purchasers ( collectively the "Purchaser") of the above-referenced bonds (the "Bonds") 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 Bonds. For the purpose of enabling the Purchaser to comply with the requirements of Rule 15c2-12(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 permitted by the Rule, such as offering prices, interest rates, selling compensation, aggregate principal amount, principal per maturity, delivery dates, ratings, identity of the underwriters and other terms of the Bonds depending on such matters. CITY OF SALINA, KANSAS By: _____:cA_.:c._~----"---=-~~-~--- Title: Finance Director 600596.20208\SALE RESOLUTION-SALINA 2020-B v.2 ORDINANCE NO.10-10575 OF THE ·cITY OF SALINA, KANSAS PASSED OCTOBER 18, 2010 GENERAL OBLIGATION REFUNDING BONDS SERIES 2010-B (PUBLISHED IN THE SALINA JOURNAL ON OCTOBER 22, 2010) ORDINANCE NO. 10-10575 AN ORDINANCE AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 2010-B, OF THE CITY OF SALINA, KANSAS; PROVIDING FOR THE LEVY AND COLLECTION OF AN ANNUAL TAX FOR THE PURPOSE OF PAYING THE PRINCIPAL OF AND INTEREST ON SAID BONDS AS THEY BECOME DUE; AUTHORIZING CERTAIN OTHER DOCUMENTS AND ACTIONS IN CONNECTION THEREWITH; AND MAKING CERTAIN COVENANTS WITH RESPECT THERETO. WHEREAS, the City is a city of the first class, duly created, organized and existing under the Constitution and laws of the State; and WHEREAS, pursuant to the statutes referenced below, and other provisions of the laws of the State of Kansas applicable thereto, by proceedings ·duly had, the governing body of the City has authorized the following improvements (the "Improvements") to be made in the City: Proiect Description Various Water System Improvements ; and Resolution No. 10-6760 Authority K.S.A. 65-l 63u Amount $8,600,000 WHEREAS, the City has arranged for financing of a portion of the Improvements by the execution of various loan agreements described as follows: Lender KDHE KDHE Loan No. KPWSLF 2153 KPWSLF 2259 Dated Date 12-01-1997 03-14-2001 (collectively, the "Loans"); and Maturity Date 02/01/2020 02/01/2023 Original Amount $3,600,000 5,000,000 Outstanding Amount $2,086,418.71 3,577,224.12 Redemption Date 10-29-2010 10-29-2010 WHEREAS, in order to restructure debt payments and to provide an orderly plan of finance for the City, it has become desirable and in the best interest of the City and its inhabitants for the City to issue its general obligation bonds in order to permanently finance the costs of such Improvements and to retire the Loans, and WHEREAS, Article 12, § 5 of the Constitution of the State of Kansas (the "Home Rule Amendment"): (a) empowers cities to determine their local affairs and government; and (b) provides that such power and authority granted thereby to cities: (1) shall be liberally construed for the purpose of giving to cities the largest measure of self-government and (2) shall be exercised by ordinance, subject only to: (i) enactments of the Kansas legislature of statewide concern applicable uniformly to all cities, (ii) other enactments of the legislature applicable uniformly to all cities, (iii) enactments of the legislature applicable uniformly to all cities of the same class limiting or prohibiting the levying of any tax, excise, fee, charge or other action and (iv) enactments of the legislatur~ prescribing limits of indebtedness; and WHEREAS, the Kansas Supreme Court has considered the Home Rule Amendment and determined that: (a) home rule legislation should be permitted to stand unless an actual conflict exists between the home rule legislation and a state legislative enactment, or unless the legislature has clearly preempted the field so as to preclude municipal action; and (b) legislative intent to reserve to the state exclusive jurisdiction to regulate an area must be clearly manifested by statute before it can be held that the state has withdrawn from the cities the power to regulate in the field (McCarthy v. City of Leawood, 257 Kan. 566 (1995); Junction City v. Lee, 216 Kan. 495 (1975)); and WHEREAS, the Authorizations authorize the City to issue general obligation bonds to finance the Improvements, but neither authorize nor prohibit the issuance of general obligation bonds to prepay and retire the Loans incurred under such enactments; and WHEREAS, K.S.A. 10-427 et seq. authorizes the City to issue general obligation bonds to refund previously issued general obligation bonds. of the City, but neither authorizes nor prohibits the issuance of general obligation bonds to prepay and retire loans incurred under the Authorizations.; and WHEREAS, the governing body of the City now further finds and determines that: (a) there are no enactments of the Kansas legislature of statewide concern applicable uniformly to all cities or applicable to the City relating to the issuance of general obligation bonds to prepay and retire loans incurred under the Authorizations; (b) no conflict would exist between a City ordinance authorizing the issuance of general obligation bonds to prepay and retire the Loans; and ( c) the legislature has not clearly preempted, or clearly manifested its intent to preempt, f:he field of municipal finance so as to preclude a City ordinance authorizing the issuance of general obligation bonds to prepay and retire the Loans; and WHEREAS, the City is a city within the meaning of the Home Rule Amendment; and WHEREAS, the City proposes to issue its general obligation bonds to retire the Loans and pay a portion of the costs of the Improvements not funded by the Loans; and WHEREAS, the City heretofore issued and has outstanding the Refunded Bonds and is authorized by K.S.A. 10-427 et seq. to issue general obligation refunding bonds of the City for the purpose of refunding the Refunded Bonds; and WHEREAS, in order to achieve interest cost savings through early redemption of the Refunded Bonds, to reduce debt service requirements of the City for certain years, to restructure the debt payments on the Refunded Bonds and to provide an orderly plan of fmance for the City, it has become desirable and in the best interest of the City and its inhabitants to refund the Refunded Bonds. NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS, AS FOLLOWS: Section 1. Definitions of Words and Terms. In addition to words and terms defmed elsewhere herein, the following words and terms in this Ordinance 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, specifically including Article 12, Section 5 thereof, and statutes of the State of Kansas, including K.S.A. 10-101 to 10-125, inclusive, K.S.A. 10-427 et seq., K.S.A. 10-620 et seq. and K.S.A. 65-163d et seq., all as amended and supplemented from time to time. 2 "Bond and Interest Fund" means the Bond and Interest Fund of the City for its general obligation bonds. ~'Bond Resolution" means the resolution to be adopted by the governing body of the City prescribing the tenns and details of the Bonds and making covenants with respect thereto. "Bonds" means the City's General Obligation Refunding Bonds, Series 2010-B, dated October 15, 2010, authorized by this Ordinance. "City" means the City of Salina, Kansas. "Clerk" means the duly appointed and acting Clerk of the City or, in the Clerk's absence, the duly appointed Deputy Clerk or Acting Clerk. "Improvements" means the improvements referred to in the preamble to this Ordinance. "KDHE" means the Kansas Department of Health and Environment. "Loans" means collectively: (a) the KDHE Loan KPWSLF 2153 between the Issuer and KDHE dated December 1, 1997, maturing February 1, 2020, in the aggregate outstanding principal amount of $2,086,418.71; and (b) the KDHE Loan KPWSLF 2259 between the Issuer and KDHE dated March 14, 2001, maturing February 1, 2023, in the aggregate outstanding principal amount of$3,577,224.12. "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 City. "Ordinance" means this Ordinance authorizing the issuance of the Bonds. "Refunded Bonds" means collectively, (a) the Series 2001-A Bonds maturing in the years 2012 to 2016, inclusive, in the aggregate principal amount of $1,775,000; and (b) the Series 2002-B Bonds maturing in the years 2013 to 2017, inclusive, in the aggregate principal amount of$325,000. "Refunded Obligations" means collectively the Refunded Bonds and the Loans. "Series 2001-A Bonds" means the City's General Obligation Internal Improvement Bonds, Series 2001-A, dated July 15, 2001. "Series 2002-B Bonds" means the City's General Obligation Internal Improvement Bonds, Series 2002-B, dated July 15, 2002. "State" means the State of Kansas. Section 2. Authorization of the Bonds. There shall be issued and hereby are authorized and directed to be issued the General Obligation Refunding Bonds, Series 2010-B, of the City in the principal amount of $7,860,000, for the pwpose of providing funds to: (a) pay costs of issuance of the Bonds; and ( c) refund and retire the Refunded Obligations. Section 3. Security for the Bonds. The Bonds shall be general obligations of the City payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of the Improvements and, if not so paid, from ad valorem taxes which may be levied without 3 limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the City. The balance of the principal and interest on the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the City. The full faith, credit and resources of the City are hereby irrevocably pledged for the prompt payment of the principal of and interest on the Bonds as the same become due. Section 4. Terms, Details and Conditions of the Bonds. The Bonds shall be dated and bear interest, shall mature and ~ payable at such times, shall be in such forms, shall be subject to redemption and payment prior to the maturity thereof, and shall be issued and delivered in the manner prescribed and subject to the provisions, covenants and agreements set forth in the Bond Resolution hereafter adopted by the governing body of the City. Section S. Levy and Collection of Annual Tax. The governing body of the City shall annually make provision for the payment of principal of, premium, if any, and interest on the Bonds as the same become due by levying and collecting the necessary taxes upon all of the taxable tangible property within the City in the manner provided by law. The taxes above referred to shall be extended upon the tax rolls in each of the several years, respectively, and shall be levied and collected at the same time and in the same manner as the general ad valorem taxes of the City are levied and collected, shall be used solely for the payment of the principal of and interest on the Bonds as and when the same become due and the fees and expenses of the Paying Agent. The proceeds derived from said taxes shall be deposited in the Bond and Interest Fund. If at any time said taxes are not collected in time to pay the principal of or interest on the Bonds when due, the Treasurer is hereby authorized and directed to pay said principal or interest out of the general funds of the City and to reimburse said general funds for money so expended when said taxes are collected. Section 6. Further Authority: The Mayor, Clerk and other City officials are hereby further authorized and directed to execute any and all documents and take such actions as they may deem necessary or advisable in order to carry out and perform the purposes of the Ordinance, and to make 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 7. Governing Law. This Ordinance and the Bonds shall be governed exclusively by and construed in accordance with the applicable laws of the State. Section 8. Effective Date. This Ordinance shall take effect and be in full force from· and after its passage by the governing body of the City, approval by the Mayor and ·publication in the official City newspaper. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] 4 PASSED by the governing body of the City on October 18, 2010 and APPROVED AND SIGNED by the Mayor. (SEAL) ATTEST: [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK) (Signature Page to Bond Ordinance) RESOLUTION NO. 10-6773 . OF THE CITY OF SALINA, KANSAS ADOPTED OCTOBER 18, 2010 GENERAL OBLIGATION REFUNDING BONDS SERIES 2010-B 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 212. Sec~on 213. Section 214. Section 301. Section 302. Section 303. Section 401. Section 402. TABLE OF CONTENTS ARTICLE I DEFINITIONS Definitions of Words and Terms ................................................................................... 1 ARTICLE II AUTHORIZATION AND DETAILS OF: THE BONDS Authorization of the Bonds ..... : ..................................................................................... 9 Description of the Bonds ............................................................................................... 9 Designation of Paying Agent and Bond Registrar ....................................................... 10 Method and Place of Payment of the Bonds ................................................................ 10 Payments Due on Saturdays, Sundays and Holidays .................................................. 11 Registration, Transfer and Exchange of Bonds ........................................................... 11 Execution, Registration, Authentication and Delivery of Bonds ................................ 12 Mutilated, Lost, Stolen or Destroyed Bonds ............................................................... 13 Cancellation and Destruction of Bonds Upon Payment. ............................................. 13 Book-Entry Bonds; Securities Depository .................................................................. 13 Nonpresentment of Bonds ........................................................................................... 14 Preliminary and Final Official Statement. ................................................................... 15 Sale of the Bonds-Bond Purchase Agreement.. ........................................ : ................ 15 Authorization of Escrow Agreement ........................................................................... 15 ARTICLE ID REDEMPTION OF BONDS Redemption by Issuer ...................................................... : ........................................... 16 Selection of Bonds to be Redeemed .... : ....................................................................... 16 Notice and Effect of Call for Redemption ................................................................... 1 7 ARTICLE IV SECURITY FOR BONDS Security for the Bonds ................................................................ : ................................ 18 Levy and Collection of Annual Tax ............................................................................ 18 ARTICLEV ESTABLISHMENT OF FUNDS AND ACCOUNTS DEPOSIT AND APPLICATION OF BOND PROCEEDS Section 501. Section 502. Section 503. Section 504. Creation of Funds and Accounts ................................................................................. 19 Deposit of Bond Proceeds ........................................................................................... 19 Application of Moneys in the Redemption Fund ........................................................ 19 Application of Moneys in Debt Service Account.. ...................................................... 20 Section 505. Section 506. Section 507. Section 508. Section 509. Section 510. Section 601. Section 602. Section 603. Section 701. Section 801. Section 802. Section 901. Section 902. Section 1001. Section 1002. Section 1003. Section 1004. Section 1005. Section 1006. Section 1007. Section 1008. Section 1009. Application of Moneys in the Rebate Fund ................................................................. 20 Deposits and Investment of Moneys ........................................................................... 20 Application of Moneys in the Costs oflssuance Account.. ......................................... 21 Application of Moneys in the Escrow Fund ................................................................ 21 Verification of Certified Public Accountant. ............................................................... 21 Redemption of Refunded Bonds ................................................................................. 21 ARTICLE VI DEFAULT AND REMEDIES Remedies .... · ................................................................................................................ 22 Limitation on Rights of Owners .................................................................................. 22 Remedies Cumulative .................................................................................................. 22 ARTICLE VII DEFEASANCE Defeasance .............................. · · ................................................................................... 23 ARTICLE VIII TAX COVENANTS General Covenants ...................................................................................................... 23 Survival of Covenants. ····································································:···························24 ARTICLE IX CONTINUING DISCLOSURE REQUIREMENTS Disclosure Requirements ............................................................................................. 24 Failure to Comply with Continuing Disclosure Requirements ................................... 24 ARTICLEX MISCELLANEOUS PROVISIONS Annual Audit. .............................................................................................................. 24 Amendments ................................................................................................................ 24 Notices, Consents and Other Instruments by Owners ................................................. 25 Notices ......................................................................................................................... 26 Electronic Transactions ............................................................................................... 26 Further Authority ...................................................................................................... : .. 26 Severability .................................................................................................................. 26 Governing Law ............................................................................................................ 26 Effective Date ................................................................................. : ............................ 27 EXHIBIT A -FORM OF BONDS .................... : ......................................................................................... A-1 ii RESOLUTION NO. 10-6773 A RESOLUTION PRESCRIBING THE FORM AND DETAILS OF AND AUTHORIZING AND DIRECTING THE SALE AND DELIVERY OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 2010-B, OF THE CITY OF SALINA, KANSAS, PREVIOUSLY AUTHORIZED BY ORDINANCE NO. 10- 10575 OF THE ISSUER; MAKING CERTAIN COVENANTS AND AGREEMENTS TO PROVIDE FOR THE PAYMENT AND SECURITY THEREOF; AND AUTHORIZING CERTAIN OTHER DOCUMENTS AND ACTIONS CONNECTED THEREWITH. WHEREAS, the Issuer has heretofore adopted the Ordinance authorizing the issuance of the Bonds; and WHEREAS, the Ordinance authorized the governing body of the Issuer to adopt a resolution prescribing certain details and conditions and to make certain covenants with respect to the issuance of the Bonds; and WHEREAS, in order to provide for the payment of the Refunded Bonds it is desirable to enter into the Escrow Agreement, by and between the Issuer and the Escrow Agent; and 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 Bond 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, specifically including Article 12, Section 5 thereof, and statutes of the State of Kansas, including K.S.A. 10-101 to 10-125, inclusive, K.S.A. 10-427 et seq., K.S.A. 10-620 et seq. and K.S.A. 65~163d et seq., all as amended and supplemented from time to time. "Authorized Denomination" means $5,000 or any integral multiples thereof. "Beneficial Owner" of the Bonds includes any Owner of the Bonds and any other Person who, directly or indirectly has the investment power with respect to such Bonds. · "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. "Bond Payment Dat~" means any date on which principal of or interest on any Bond is payable. "Bond Purchase Agreement" means the Bond Purchase Agreement dated as of October 18, 2010 between the Issuer and the Purchaser. • "Bond Register" means the books for the registration, transfer and exchange of Bonds kept at the office of the Bond Registrar. "Bond Registrar" means the State Treasurer, and any successors and assigns. "Bond Resolution" means this resolution relating to the Bonds. "Bonds" means the General Obligation Refunding Bonds, Series 2010-B, authorized and issued by the Issuer pursuant to the Ordinance and this Bond.Resolution. "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. "Cede & Co." means Cede & Co., as nominee of DTC and any successor nominee ofDTC. "City" means the City of Salina, Kansas. "Clerk" means the duly appointed and/or elected Clerk or, fu the Clerk's absence, the duly appointed Deputy Clerk or Acting Clerk of the Issuer. "Code" means the Internal Revenue Code of 1986, as amended, and the applicable regulations promulgated thereunder by the United States Department of the Treasury. "Costs of Issuance" means all costs of issuing the Bonds, 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 connection with compliance with the Code, all expenses incurred in connection with receiving ratings on the Bonds, and any premiums or exp~s incurred in obtaining municipal bond insurance on the Bonds. "Costs of Issuance Account" means the Costs of Issuance Account for General Obligation Refunding Bonds, Series 2010-B created pursuant to Section 501 hereof. "Dated Date" means October 15, 2010. "Debt Service Account" means the Debt Service Account for General Obligation Refunding Bonds, Series 2010-B (within the Bond and Interest Fund) created pursuant to Section 501 hereof. "Debt Service Requirements" means the aggregate principal payments (whether at maturity or pursuant to scheduled mandatory sinking fund redemption requirements) and interest payments on the Bonds 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 2 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 Bond which is payable but not paid on any ~terest 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 pwposes 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) such cash and the principal of and interest on such United States Government Obligations (plus any cash ID: the escrow fund) are sufficient to meet the liabilities of the obligations; (4) such ~ash 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) the obligations are rated in the highest rating category by Moody's (presently "Aaa") or Standard & Poor's (presently "AAA"). "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. "Disclosure Instructions" means the Continuing Disclosure Instructions dated as of the Issue Date, attached to the Issuer's Closing Certificate, relating to certain obligations contained in the SEC Rule. "DTC" means The Depository Trust Company, a limited-pwpose trust company organized under the laws of the State of New York, and its successors and assigns, including any successor securities depository duly appointed. "DTC Representation Letter" means the Blanket Letter of R~sentation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed. 3 "Escrow Agent" means UMB National Bank of America, Wichita, Kansas, and its successors and assigns. "Escrow Agreement" means the Escrow Trust Agreement, dated as of October 15, 2010, between the Issuer and the Escrow Agent. "Escrow Fund" means the Escrow Fund for Refunded Bonds referred to in Section 501 hereof. "Escrowed Securities" means the direct, noncallable obligations of the United States of America, as described in the Escrow Agreement. "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 Bonds shall not be made when the same shall become due and payable, either at Stated Maturity or by proceedings for redemption or otherwise; or (b) Payment of any installment of interest on any of the Bonds 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 Bonds or in this Bond Resolution ( other than the covenants relating to continuing disclosure requirements contained herein and in the Disclosure Instructions) 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 Bonds 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. "Fiscal Year" means the twelve month period ending on December 31. "Funds and Accounts" means funds and accounts created pursuant to or referred to in Section 501 hereof. "Improvements" means the improvements referred to in the preamble to the Ordinance. "Interest Payment Date(s)" means the Stated Maturity of an installment of interest on any Bond which shall be April 1 and October 1 of each year, commencing April 1, 2011. "Issue Date" means the date when the Issuer delivers the Bonds to the Purchaser in exchange for the Purchase Price. "Issuer" means the City and any successors or assigns. "Loans" means collectively: (a) the KDHE Loan KPWSLF 2153 between the Issuer and KDHE dated December 1, 1997, maturing February 1, 2020, in the aggregate outstanding principal amount of $2,086,418.71; and (b) the KDHE Loan KPWSLF 2259 between the Issuer and KDHE dated March 14, 2001, maturing February 1, 2023, in the aggregate outstanding principal amount of $3,577,224.12. 4 "Maturity" when used with respect to any Bond means the date on which the principal of such Bond 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. "Notice Address" means with respect to the following entities: (a) To the Issuer at: 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 (c) To the Purchaser: George K. Baum & Company 4801 Main Street, Suite 500 Kansas City, Missouri Fax: (816) 283-5326 (d) To the Rating Agency(ies): Moody's Municipal Rating Desk 7 World Trade Center 250 Greenwich Street 23rd Floor New York, New York 10007 Standard & Poor's, a division of The McGraw-Hill Companies 55 Water Street, 38th Floor New York, New York 10004 5 ( e) To the Escrow Agent at: UMB National Bank of America 130 N. Market Street Wichita, Kansas 67202 Attn: Corporate Trust Division Fax: (316) 267-1301 with a copy to: UMB Bank, N.A. 2401 Grand Boulevard Kansas City, Missouri 64108 Attn: Corporate Trust Division Fax: (816) 860-3021 or such other address as is furnished in writing to the other parties referenced herein. "Notice Representative" means: (a) , With respect to the'_lssuer, the Clerk. (b) With respect to the Bond Registrar and Paying Agent, the Director of Bond Services. ( c) With respect to any Purchaser, the manager of its Municipal Bond Department. (d) With respect to any Rating Agency, any Vice President thereof. ( e) With respect to the Escrow Agent, the Manager of the Corporate Trust Department. "Official Statement" means Issuer's Official Statement, dated October 18, 2010, relating to the Bonds. "Ordinance" means Ordinance No. 10-10575 of the Issuer authorizing the issuance of the Bonds, as ~ended from time to time. "Outstanding" means, when used with reference to the Bonds, as of a particular date of determination, all Bonds theretofore authenticated and delivered, except the following Bonds: (a) Bonds theretofore canceled by the Paying Agent or delivered to the Paying Agent for cancellation; (b) Bonds deemed to be paid in accordance with the provisions of Section 701 hereof; and (c) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered hereunder. "Owner" when used with respect to any Bond means the Person in whose name such Bond is registered on the Bond Register. Whenever consent of the Owners is required pursuant to the terms of 6 this Bond Resolution, and the Owner of the Bonds, as set forth on the Bond Register, is Cede & Co., the term Owner shall be deemed to be the Beneficial Owner of the Bonds. · "Participants~ means those financial institutions for whom the Securities Depository effects book-entry transfers and pledges of securities deposited with the Securities Depository, as such listing of Participants exists at the time of such reference. "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 commerci~ 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); (t) obligations of the federal national mortgage association, federal home loan banks, federal home loan mortgage corporation or government national mortgage 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 ( t); G) 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 (1) 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 (t), all as may be further restricted or modified by amendments to applicable State law. "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 Bond Purchase Agreement. "Purchaser" means George K. Baum & Company, Kansas City, Missouri, the original purchaser of the Bonds, and any successor and assigns. "Rating Agency" means any company, agency or entity that provides financial ratings ·for the Bonds. "Rebate Fund" means the Rebate Fund for General Obligation Refunding Bonds, Series 2010-B 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 Bond to be redeemed means the date fixed for the redemption of such Bond pursuant to the terms of this Bond Resolution. 7 "Redemption Fund" means the Redemption Fund for the Loans, created pursuant to Section 501 hereof. "Redemption Price" when used with respect to any Bond to be redeemed means the price at which· such Bond is to be redeemed pursuant to the terms of this Bond Resolution, including the applicable redemption premium, if any, but excluding installments of interest whose Stated Maturity is on or before the Redemption Date. "Refunded Bonds" means collectively, (a) the Series 2001-A Bonds maturing in the years 2012 to 2016, inclusive, in the aggregate principal amount of $1,775,000; and (b) the Series 2002-B Bonds maturing in the years 2013 to 2017, inclusive, in the aggregate principal amount of$325,000. "Refunded Bonds Paying Agent" means the respective paying agent for each series of the Refunded Bonds as designated in the respective Refunded Bonds Resolution, and any successor or successors at the time acting as paying agent for any of the Refunded Bonds. "Refunded Bonds Redemption Date" means collectively, October 1, 2011 for the Series 2001- A Bonds and October 1, 2012 for the Series 2002-B Bonds. "Refunded Bonds Resolution" means each ordinance and resolution that authorized the Refunded Bonds. "Refunded Obligations" means collectively the Refunded Bonds and the Loans. "Replacement Bonds" means Bonds issued to the Beneficial Owners of the Bonds in accordance with Section 210 hereof. "SEC Rule" means Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as may be amended from time to time. "Securities Depository" means, initially, DTC, and its successors and assigns. "Series 2001-A Bonds" means the Issuer's General Obligation Internal Improvement Bonds, Series 2001-A, dated July 15, 2001. · "Series 2002-B Bonds" means the Issuer's General Obligation Internal Improvement Bonds, Series 2002-B, dated July 15, 2002. "Series 2001-A Principal and Interest Account" means the Principal and Interest Account for the Series 2001-A Bonds. · "Series 2002-B Principal and Interest Account" means the Principal and Interest Account for the Series 2002-B Bonds. "Special Record Date" means the date fixed by the Paying Agent pursuant to Secdon 204 hereof for the payment of Defaulted Interest. "Standard & Poor's" means Standard & Poor's Ratings Services, a Division of the McGraw- Hill Companies, 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 8 the functions of a securities rating agency, Standard & Poor's shall be deemed to refer to any other nationally recognized securities rating ~gency 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. "Stated Maturity" when used· with respect to any Bond or any installi;ient of interest thereon means the date specified in such Bond and this Bond Resolution as the fixed date on which the principal of such Bond or such installment of interest is due and payable. "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. "Verification Report" means the verification report referenced in Section 509 hereof relating to the sufficiency of money and obligations deposited in the Escrow Fund to be applied in accordance with the Escrow Agreement. ARTICLE II AUTHORIZATION AND DETAILS OF THE BONDS Section 201. Authorization of the Bonds. The Bonds have been heretofore authorized and directed to be issued pursuant to the Ordinance in the principal amount of $7,860,000, for the purpose of providing a portion of the funds to: (a) pay costs of issuance of the Bonds; and (c) refund and retire the Refunded Obligations. · Section 202. Description of the Bonds. The Bonds shall consist of fully registered bonds in an Authorized Denomination, and shall be numbered in such manner as the Bond Registrar shall determine. All of the Bonds shall be dated as of the Dated Date, shall become due in the amounts, on the Stated Maturities, subject to redemption and payment prior to their Stated Maturities as provided in · Article III hereof, and shall bear interest at the rates per annum as follows: 9 Stated Maturity Principal Annual Rate Stated Maturity Principal Annual Rate October 1 Amount of Interest October 1 Amount of Interest 2011 $500,000 0.500% 2018 $525,000 3.000% 2012 850,000 2.000 2019 550,000 2.250 2013 925,000 2.000 2020 425,000 2.500 2014 925,000 2.000 2021 300,000 2.700 2015 925,000 2.000 2022 310,000 2.750 2016 925,000 2.000 2023 135,000 3.000 2017 565,000 2.250 The Bonds shall bear interest at the above specified rates ( 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 Interest Payment Date to which interest has been paid on the Interest Payment Dates in the manner set forth in Section 204 hereof. Each of the Bonds, 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, K.S.A. 10-620 et seq. Section 203. Designation of Paying Agent and Bond Registrar. The State Treasurer is hereby designated as the Paying Agent for the payment of principal of and interest on the Bonds· and Bond Registrar with respect to the registration, transfer and exchange of Bonds. The Mayor of the Issuer is hereby authorized and empowered to execute on behalf of the Issuer an agreement with the Bond Registrar and Pa~g Agent for the Bo~ds. The Issuer will at all times maintain a Paying Agent and Bond 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 Bond Registrar by (a) fil_ing with the Paying Agent or Bond Registrar then performing such function a certified copy of the proceedings giving notice of the termination of such Paying Agent or Bond Registrar and appointing a successor, and (b) causing notice of appointment of the successor Paying Agent and Bond Registrar to be given by first class mail to each Owner. No resignation or removal of the Paying Agent or Bond Registrar shall become effective until a successor has been appointed and has accepted the duties of Paying Agent or Bond Registrar. Every Paying Agent or Bond 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 Bonds. The principal of, or Redemption Price, and interest on the Bonds shall be payable in any coin or currency which, on the respective dates of payment thereof, is legal tender for the payment of public and private debts. The principal or Redemption Price of each Bond shall be paid at Maturity to the Person in whose name such Bond is registered on the Bond Register at the Maturity thereof, upon presentation and surrender of such Bond at the principal office of the Paying Agent. The interest payable on each Bond on any Interest Payment Date shall be paid to the Owner of such Bond as shown on the Bond 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 Bond Register or at such other address as is furnished to the Paying Agent in writing by such Owner; or (b) in the case of an interest payment to Cede & Co. or any Owner of $5.00,000 or more in aggregate principal amount of Bonds, by electronic transfer to such Owner upon written notice given to the Bond Registrar by such 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 Bond shall cease to be payable to the Owner of such Bond on the relevant Record Date and shall be payable to the Owner in whose name such Bond is registered at the close of business on the Special Record Date for the payment of such Defaulted Interest, ~hich 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 Bond and the date of the proposed payment (which date shall be at least 30 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. Following 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 therefore to be mailed, by first class mail, postage prepaid, to each Owner of a Bond entitled to such notice at the address of such Owner as it appears on the Bond 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 Bonds and at least annually shall forward a copy or summary of such records to the Issuer. Section 205. Payments Due on Saturdays, Sundays and Holidays. In any .case where a Bond Payment Date is not a Business Day, then payment of principal, Redemption Price or interest need not be made on such Bond Payment Date but may be made on the next succeeding Business Day with the saine force and effect as if made on such Bond Payment Date, and no interest shall accrue for the period after such Bond Payment Date. - Section 206. Registration, Transfer and Exchange of Bonds. The Issuer covenants that, as long as any of the Bonds remain Outstanding, it will cause the Bond Register to be kept at the office of the Bond Registrar as herein provided. Each Bond when issued shall be registered in the name of the Owner thereof on the Bond Register. Bonds may be transferred and exchanged only on the Bond Register as provided in this Section. Upon surrender of any Bond at the principal office of the Bond Registrar, the Bond Registrar shall transfer or exchange such Bond for a new Bond or Bonds in any Authorized Denomination of the same Stated Maturity and in the same aggregate principal amount as the Bond that was presented for transfer or exchange. Bonds 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 Bond Registrar, duly executed by the Owner thereof or by the Owner's duly authorized agent. 11 In all cases in which the privilege of transferring or exchanging Bonds is exercised, the Bond Registrar shall authenticate and deliver Bonds in accordance with the provisions of this Bond Resolution. The Issuer shall pay the fees and expenses of the Bond Registrar for the registration, transfer and · exchange of Bonds provided for by this Bond Resolution and the cost of printing a reasonable supply of registered bond blanks. Any additional costs or fees that might be incurred in the secondary market, other than fees of the Bond Registrar, are the responsibility of the Owners of the Bonds. 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 Code § 3406, such amount may be deducted by the Paying Agent from amounts otherwise payable to such Owner hereunder or under the Bonds. The Issuer and the Bond Registrar shall not be required (a) to register the transfer or exchange of any Bond that has been called for redemption after notice of such redemption has been mailed by the Paying Agent pursuant to Section 303 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 Bond 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 Section 204 hereof. The Issuer and the Paying Agent may deem and treat the Person in whose name any Bond is registered on the.Bond Register as the absolute Owner of such Bond, whether such Bond 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 Bond 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 Bond to the extent of the sum or sums so paid, and neither the Issuer nor the Paying Agent shall be affected by lil:lY notice to the contrary. At reasonable times and under reasonable regulations established by the Bond Registrar, the Bond Register may be inspected and copied by the Owners ( or a designated representative thereof) of 10% or more in principal amount of the Bonds then Outstanding or any designated representative of such Owners whose authority is evidenced to the satisfaction of the Bond Registrar. Section 207. Execution, Registration, Authentication and Delivery of Bonds. Each of the Bonds, including any Bonds issued in exchange or as substitutions for the Bonds initially delivered, shall be executed for and on behalf of the Issuer by the manual or facsimile signanµ-e of the Mayor, attested by the manual or facsimile signature of the Clerk and the seal o_f the Issuer shall be affixed thereto or imprinted thereon. The Mayor and Clerk are hereby authorized and directed to prepare and execute the Bonds in the manner herein specified, and to cause the Bonds 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 Bonds shall also be registered in the office of the State Treasurer, which registration shall be evidenced by tlie manual or facsimile signature of the State Treasurer with the seal of the State Treasurer affixed thereto or imprinted thereon. In case any officer whose signature appears on any Bonds ceases to be such officer before. the delivery of such Bonds, such signature shall nevertheless be valid and sufficient for all purposes, as if such person had remained in office until delivery. Any Bond may be signed by such persons who at the actual time of the execution of such Bond are the proper officers to sign such Bond although at the date of such Bond such persons may not have been such officers. The Mayor and Clerk are hereby authorized and directed to prepare and execute the Bonds as herein specified, and when duly executed, to deliver the Bonds to the Bond Registrar for authentication. 12 The Bonds 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 Bond Registrar, but it shall not be necessary that the same officer or employee sign the certificate of authentication on all of the Bonds that may be issued hereunder at any one time. No Bond shall be entitled to any security or benefit under this Bond Resolution or be valid or obligatory for any purpose unless and until such certificate of authentication has been duly executed by the Bond Registrar. Such executed certificate of authentication upon any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Bond Resolution. Upon authentication, the Bond Registrar shall deliver the Bonds to the Purchaser upon instructions of the Issuer or its representative. Section 208. Mutilated, Lost, Stolen or Destroyed Bonds. If (a) any mutilated Bond is surrendered to the Bond Registrar or the Bond Registrar receives evidence to its satisfaction of the destruction, Joss or theft of any Bond, and ·(b) there is delivered to the Issuer and the Bond Registrar ~uch security or indemnity as may be required by each of them, then, in the absence of notice to the Issuer or the Bond Registrar that such Bond has been acquired by a bona fide purchaser, the Issuer shall execute and, upon the Issuer's request, the Bond Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a new Bond of the same Stated Maturity and of like tenor and principal amount. If any such mutilated, destroyed, lost or stolen Bond has become or is about to become due and payable, the Issuer, in its discretion, may pay such Bond instead of issuing a new Bond. Upon the issuance of any new Bond under this Section, the Issuer and the Paying Agent 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 Bond 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 Bond Resolution equally and ratably with all other Outstanding Bonds. Section 209. Cancellation and Destruction of Bonds Upon Payment. All Bonds 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 Bonds so cancelled and destroyed and shall file an executed counterpart of such certificate with the Issuer. Section 210. . Book-Entry Bonds; Securities Depository. The Issuer and Paying Agent have entered into a OTC Representation Letter with OTC. The Bonds shall initially be registered to Cede & Co., the nominee for the Securities Depository, and no Beneficia( Owner will receive certificates representing their respective interests in the Bonds, except in the event the Bond Registrar issues Replacement Bonds as provided in this Section. It is anticipated that during the term of the Bonds, the Securities Depository will make book-entry transfers among its Participants and receive and transmit payment of principal of, premium, if any, and interest on, the Bonds to the Participants until and unless the Bond Registrar authenticates and delivers Replacement Bonds to the Beneficial Owners as described in the following paragraph. The Issuer may decide, subject to the requirements of the Operational Arrangements ofDTC (or a successor Securities Depository), and the following provisions of this section to discontinue use of the ~ystem of book-entry transfers through DTC (or a successor Securities Depository): 13 (a) If the Issuer determines (1) that the Securities Depository is unable to properly discharge its responsibilities, or (2) that the Securities Depository is no longer qualified to act as a securities depository and registered clearing agency under the Securities and Exchange Act of 1934, as amended, or (3) that the continuation of a book-entry system to the exclusion of any Bonds being issued to any Owner other than Cede & Co. is no longer in the best interests of the Beneficial Owners of the Bonds; or (b) if the Bond Registrar receives written notice from Participants having interests in not less than 50% of the Bonds Outstanding, as shown on the records of the Securities Depository (and certified to such effect by the Securities Depository), that the continuation of a book-entry system to the exclusion of any Bonds being issued to any Owner other than Cede & Co. is no longer in the best interests of the Beneficial Owners of the Bonds, then the Bond Registrar shall notify the Owners of such determination or such notice and of the availability of certificates to Owners requesting the same, and the Bond Registrar shall register in the name of and authenticate and deliver Replacement Bonds to the Beneficial Owners or their nominees in, principal amounts representing the interest of each, making such adjustments as it may find necessary or appropriate as to accrued interest and previous calls for redemption; provided, that in the case of a determination under (a)(l) or (a)(2) of this paragraph, the Issuer, with the consent of the· Bond Registrar, may select a successor securities depository in accordance with the following paragraph . to effect book-entry transfers. In such event, all references to the Securities Depository herein shall relate to the period of time when the Securities Depository has possession of at least one Bond. Upon the issuance of Replacement Bonds, all references herein to obligations imposed upon or to be performed by the Securities Depository shall be deemed to be imposed upon and performed by the Bond Registrar, to the extent applicable with respect to such Replacement Bonds. If the Securities Depository resigns and the Issuer, the Bond Registrar or Owners are unable to locate a qualified successor of the Securities Depository in accordance with the_ following paragraph, then the Bond Registrar shall authenticate and cause delivery of Replacement Bonds to Owners, as provided herein. · The Bond Registrar may rely on information from the Securities Depository and its Participants as to the names of the Beneficial Owners of the Bonds. The cost of printing, registration, authentication, and delivery of Replacement Bonds shall be paid for by the Issuer. In the event the Securities Depository resigns, is unable to properly discharge its responsibilities, or is no longer qualified to act as a · securities depository and registered clearing agency under the Securities and Exchange Act of 1934, as amended, the Issuer may appoint a successor Securities Depository provided the Bond Registrar receives written evidence satisfactory to the Bond Registrar with respect to the ability of the successor Securities Depository to discharge its responsibilities. Any such successor Securities Depository shall be a securities depository which is a registered clearing agency under tl;ie Securities and Exchange Act of 1934, as amended, or other applicable statute or regulation that operates a securities depository upon reasonable and customary terms. The Bond ·Registrar upon it·s receipt of a Bond or Bonds for cancellation shall cause the delivery of Bonds to the successor Securities Depository in an Authorized Denominations and form as provided herein. Section 211. Nonpresentment of Bonds. If any Bond is not presented for payment when the principal thereof becomes due at Maturity, if funds sufficient to pay such Bond have been made available to the Paying Agent all liability of the Issuer to the Owner thereof for the payment of such Bond 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 Bond, who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Bond Resolution or on, or with respect to, said Bond. If any Bond is not presented for payment within four ( 4) years following the date when such Bond becomes due at Maturity, the Paying Agent shall 14 repay, without liability for interest thereon, to the Issuer the funds theretofore held by it for payment of such Bond, and such Bond 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 212. Preliminary and Final Official Statement. For the purpose of enabling the Purchaser to comply with the requirements of Rule 15c2-12(b)(l) of the Securities and Ex<;:hange Commission, 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 permitted by Rule 15c2-12(b )(1 ), and the appropriate officers of the Issuer are hereby authorized, if requested, to provide the Purchaser a letter or certification to such effect and to 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 such Rule. The Official Statement is hereby authorized to be prepared by supplementing, amending and completing the Preliminary Official Statement, with such changes and additions thereto as are necessary to conform to and describe the transaction. The Mayor or chief financial officer of the Issuer are hereby authorized to execute the Official Statement as so supplemented, amended and completed, and the use and public distribution of the Official Statement by the Purchaser in connection with the reoffering of the Bonds is hereby authorized. The proper officials of the Issuer are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the Issue Date. The Issuer agrees to provide to the Purchaser within seven business days of the date of the sale of Bonds sufficient copies of the Official Statement to enable the Purchaser to comply with the requirements of Rule 15c2-12(3) and (4) of the Securities and Exchange Commission and with the requirements of Rule G-32 of the Municipal Securities Rulemaking Board. Section 213. Sale of the Bonds -Bond Purchase Agreement. The Mayor is hereby authorized to enter into the Bond Purchase Agreement between the Issuer and the Purchaser in substantially the form submitted to the governing body concurrently with the adoption of this 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 Bond Purchase Agreement, the Issuer agrees to sell the Bonds to the Purchaser for the Purchase Price, upon the terms and conditions set forth therein. · Section 214. Authorization of Escrow Agreement. The Issuer is hereby authorized to enter into the Escrow Agreement, and the Mayor and Clerk are hereby authorized and directed to execute the Escrow Agreement with such changes therein as such officials may deem appropriate, for and on behalf of and as the act and deed of the Issuer. The Escrow Agent is hereby authorized to carry out, on behalf of the Issuer, the duties, terms and provisions of the Escrow Agreement, and the Escrow Agent, the Purchaser and Bond Counsel are authorized to take all necessary actions for the subscription and purchase of the Escrowed Securities described therein, including the . subscription for United States Treasury Securities -State and Local Government Series. 15 ARTICLE ID · REDEMPTION OF BONDS Section 301. Redemption by Issuer. Optional Redemption. At the option of the Issuer, Bonds maturing on October 1 in the years 2020, and thereafter, will be subject to redemption and payment prior to their Stated Maturity on October 1, 2019, and thereafter, as a whole or in part (selection of maturities and the amount of Bonds of each maturity to be redeemed to be determined by the Issuer in such equitable manner as it may determine) at any time, at the Redemption Price of 100% ( expressed as a percentage of the principal amount), plus accrued interest to the Redemption Date. Section 302. Selection of Bonds to be Redeemed. (a) In the event the Issuer desires to call the Bonds for redemption prior to maturity, written notice of such intent shall be provided to the Bond Registrar in accordance with K.S.A. 10-129, as amended, not less than 45 days prior to the Redemption Date. The Bond Registrar shall call Bonds for redemption and payment and shall give notice of such redemption as herein provided upon receipt by the Bond Registrar at least 45 days prior to the Redemption Date of written instructions of the Issuer specifying the principal amount, Stated Maturities, Redemption Date and Redemption Prices of the Bonds to be called for redemption. If the Bonds are refunded more than 90 days in advance of such Redemption Date, any escrow agreement entered into by the Issuer in connection with such refunding shall provide that such written instructions to the Paying Agent shall be given by the escrow agent on behalf of the Issuer not more than 90 days prior to the Redemption Date. The Paying Agent may in its discretion waive such notice period so long as the notice requirements set forth in Section 303 are met. (b) Bonds shall be redeemed only in an Authorized Denominat~on. When less than all of the Bonds are to be redeemed and paid prior to their Stated Maturity, such Bonds shall be redeemed in such manner as the Issuer shall determine. Bonds of less than a full Stated Maturity shall be selected by the Bond Registrar in a minimum Authorized Denomination of principal amount in such equitable manner as the Bond Registrar may determine. ( c) In the case of a partial redemption of Bonds by lot when Bonds of denominations greater than a minimum Authorized Denomination are then Outstanding, then for all purposes in connection with such redemption a minimum Authorized Denomination of face value shall be treated as though it were a separate Bond 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 Bond 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 Bond to the Bond 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 Bond or Bonds of the aggregate principal amount of the unredeemed portion of the principal amount of such Bond. If the Owner of any such Bond fails to present such Bond to the Paying Agent for payment and exchange as aforesaid, such Bond 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). 16 Section 303. Notice and Effect of Call for Redemption. Unless waived by any Owner of Bonds to be redeemed, if the Issuer.shall call any Bonds for redemption and payment prior to the Stated Maturity thereof, the Issuer shall give written notice of its intention to call and pay.said Bonds to the State Treasurer, Bond Registrar and the Purchaser. ·1n addition, the Issuer shall cause the Bond Registrar to gi~e written notice of redemption to the Owners of said Bonds. 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. 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 Bonds are to be redeemed, the identification ( and, in the case of partial redemption of any Bonds, the respective principal amounts) of the Bonds to be redeemed; ( d) a statement that on the Redemption Date the Redemption Price will become due and payable upon each such Bond 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 Bonds 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 Bonds or portions of Bonds that are to be redeemed on such Redemption Date. For so long as the Securities Depository is effecting book-entry transfers of the Bo°:ds, the Bond Registrar shall provide the notices specified in this Section to the Securities Depository. It is expected that the Securities Depository shall, in turn, notify its Participants and that the Participants, in turn, will notify or cause to be notified the Beneficial Owners. Any failure on the part of the Securities Depository or a Participant, or failure on the part of a nominee of a Beneficial Owner of a Bond (having been mailed notice from the Bond Registrar, the Securities Depository, a Participant or otherwise) to notify the Beneficial Owner of the Bond so affected, shall not affect the validity of the redemption of such Bond. Official notice of redemption having been giyen as aforesaid, the Bonds or portions of Bonds to be redeemed shall become due and payable on the Redemption Date, at the Redemptio1:1 Price therein specified, and from and after the Redemption Date (unless the Issuer defaults in the payment of the Redemption Price) such Bonds or portion of Bonds shall cease to bear iµterest. Upon surrender of such Bonds for redemption in accordance with such notice, the Redemption Price of such Bonds 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 Bond, there shall be prepared for the Owner a new Bond or Bonds of the same Stated Maturity in the amount of the unpaid principal as provided herein. All Bonds 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, the Issuer shall provide such notices of redemption as are required by the Disclosure Instructions. Further notice may be given by the Issuer or ·the Bond Registrar 17 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 !!hove prescribed. (a) Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (1) the CUSlP numbers of all Bonds being redeemed; (2) the date of issue of the Bonds as originally issued; (3) the rate of interest borne by each Bond being redeemed; (4) the maturity date of each Bond being redeemed; and (5) any other descriptive infonnation needed to identify accurately the Bonds being redeemed. (b) Each further notice of rede1:I1ption 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 Bond Registrar. to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds. ( c) Each check or other transfer of funds issued for the payment of the Redemption Price of Bonds being redeemed shall bear or have enclosed the CUSlP number of the Bonds being redeemed with the proceeds of such check or other transfer. 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 Bond. ARTICLE IV SECURITY FOR BONDS Section 401. Security for the Bonds. The Bonds shall be general obligations of the City payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of the Improvements and, if not so paid, from ad valorem taxes which may l;)e levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the City. The balance of the principal and interest on the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the City. The full faith, credit and resources of the City are hereby irrevocably pledged for the prompt payment of the principal of and interest on the Bonds 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 Bonds as the same become due by. to the extent necessary, 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 in each of the several years. respectively, 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 18 principal_ of and interest on the Bonds as and when the same become due, taking into account any scheduled mandatory redemptions, 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 Bonds 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 BOND PROCEEDS Section 501. Creation of Funds and Accounts. Simultaneously with the issuance of the Bonds, there shall be created within the Treasury of the Issuer the following Funds and Accounts: (a) Redemption Fund for Loans; (b) Debt Service Account for General Obligation Refunding Bonds, Series 2010-B; and (c) Rebate Fund for General Obligation Refunding Bonds, Series 2010-B. The Funds and Accounts established herein shall be administered in accordance with the provisions of this Bond Resolution so long as the Bonds are Outstanding. In addition to the Funds and Accounts described above, the Escrow Agreement establishes the following Funds and Accounts to be held and administered by the Escrow Agent in accordance with the provisions of the Escrow Agreement: (a) Escrow Fund for Refunded Bonds; and (b) Costs of Issuance Account for General Obligation Refunding Bonds, Series 20 I 0-B. Section 502. Deposit of Bond Proceeds. The net proceeds received from the sale of the Bonds shall be deposited simultaneously with the delivery of the Bonds as follows: (a) All accrued interest received from the sale of the Bonds shall be deposited in the Debt Service Account. (b) The sum of $44,891.97 shall be transferred to the Escrow Agent, deposited in the Costs of Issuance Account and applied in accordance with the Escrow Agreement. (c) The sum of $5,721,636.47 shall be deposited into the Redemption Fund. ( d) The sum of $2,206,515.46 shall be transferred to the Escrow Agent and deposited in the Escrow Fund and applied in accordance with the Escrow Agreement. Section 503. Application of Moneys in the Redemption Fund. Moneys in the Redemption Fund shall be paid and transferred to the Refunded Bonds Paying Agent, with irrevocable instructions to 19 apply such amount to the payment of the Refunded Bonds on the Refunded Bonds Redemption Date. The Clerk is authorized and instructed to provide appropriate notice of redemption in accordance with the Refunded Bonds Resolution authorizing the issuance of such Refunded Bonds. Any moneys remaining in the Redemption Fund not needed to retire the Refunded Bonds shall be transferred to the Debt Service Account. Section 504. 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 pwpose of paying the principal or Red~mption Price of and interest on the Bonds as and when the same become due and the usual and customary fees and expenses of the Bond Registrar and Paying Agent. The Treasurer is authorized and directed to withdraw from the Debt Service Account sums sufficient to pay both principal or ~edemption Price of and interest on the Bonds and the fees and expenses of the Bond Registrar and Paying Agent as and when the same become due, and to forward such sums to the Paying Agent 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 Bond Registrar and Paying Agent will become due. If, through the lapse of time or otherwise, the Owners of Bonds are no longer entitled to enforce payment of the Bonds 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 Bond Resolution and shall be held in trust by the Paying Agent for the benefit of the Owners of the Bonds entitled to payment from such moneys. Any moneys or investments remaining in the Debt Service Account after the retirement of the indebtedness for which the Bonds were issued shall be transferred and paid into the Bond and Interest Fund. Section 505. 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 Gertificate. 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 Bonds shall have any rights in or claim to such money. All amounts deposited into 9r 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(t) 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 determined under the Federal Tax Certificate. Any moneys remaining in the Rebate Fund after redemption and payment of all of the Bonds 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 Bond 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 Bonds. Section 506. 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 20 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 Permitted 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 other than the Escrow Fund and the Redemption Fund may be invested in accordance with this Bond 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. Section 507. Application of Moneys in the Costs of Issuance Account. Moneys in the Costs of Issuance Account shall be used by the Escrow Agent to pay the Costs of Issuance. Any funds remaining in the Costs of Issuance Account, after payment of all Costs of Issuance, but not later than the later of 30 days prior to the first Stated Maturity of principal or one year after the date of issuance of the Bonds, shall be transferred to the Iss:uer for deposit into the Debt Service Account. Section 508. Application of Moneys in the Escrow Fund. Under the Escrow Agreement, the Escrow Agent will apply moneys in the Escrow Fund to purchase the Escrowed Securities and to establish an initial cash balance in accordance with the Escrow Agreement. The cash and Escrowed Securities held in the Escrow Fund will be applied by the Escrow Agent solely in the manner authorized by the Escrow Agreement. All money deposited with the Escrow Agent shall be deemed to be deposited in accordance with and subject to all of the provisions contained in t~e Refunded Bond Resolutions and the Escrow Agreement. Section 509. Verificatio~ of Certified Public Accountant. Prior to or concurrently with the issuance and delivery of the Bonds and the creation of the Escrow Fund, the Issuer shall obtain a Verification Report from an independent cei:tified public accountant that such acco:untant has verified the accuracy of the calculations that demonstrate that the money and obligations required to be deposited with the-Escrow Agent pursuant to Section 502 of this Bond Resolution and the Escrow Agreement, together with the earnings to accrue thereon, will be sufficient for the timely payment of the principal of, redemption premium, if any, and interest on the Refunded Bonds in accordance with the Escrow Agreement. Section 510. Redemption of Refunded Bonds. The Outstanding Series 2001-A Bonds, becoming due on and thereafter, in the aggregate the principal amount of $1,775,000, are hereby called for redemption and payment prior to maturity on the Refunded Bonds Redemption Date. Said Series 2001-A Bonds shall be redeemed in accordance with the Refunded Bonds Resolution by the payment of the principal thereof, together with the redemption premium and accrued interest thereon to such Refunded Bonds Redemption Date. The Clerk is hereby directed to cause notice of the call for redemption and payment of said Series 2001-A Bonds to be given in the manner provided in the Refunded Bonds· Resolution. The officers of the Issuer and the Refunded Bonds Paying Agent are hereby authorized and directed to take such other action as may be necessary in order to effect the redemption and payment of said Series 2001-A Bonds as herein provided. 21 ARTICLE VI DEFAULT AND REMEDIES Section 601. Remedies. The provisions of the Bond·Resolution, including the covenants and agreements herein contained, shall constitute a contract between the Issuer and the Owners of the Bonds. If an Event of Default occurs and shall be continuing, the Owner or Owners of not less than 10% in principal amount of the Bonds at the time Outstanding shall have the right for the equal benefit and protection of all Owners of Bonds 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 Bond 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 Bonds. Section 602. Limitation on Rights of Owners. The covenants and agreements of the Issuer contained herein and in the Bonds shall be for the equal benefit, protection, and security of the Owners of any or all of the Bonds, all of which Bonds shall be of equal rank and without preference or priority of one Bond over any other Bond in the application of the funds herein pledged to the payment of the principal of and the interest on the Bonds, or otherwise, except as to rate of interest, date of maturity and right of prior redemption as provided in this Bond 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 Bonds. 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 Bond 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 sh11ll 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 Bonds by this Bond 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 Bonds shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies, powers and duties of the Owners shall continue as if Iio such suit, action or other proceedings had been brought or taken. 22 ARTICLE VII DEFEASANCE Section 701. Defeasance. When any or all of the Bonds, redemption premium, if any, or scheduled interest payments thereon have been paid and discharged, then the requirements contained in this Bond Resolution and the pledge of the Issuer's faith and _credit hereunder and all other rights granted hereby shall terminate with respect to the Bonds or scheduled interest payments thereon so paid and discharged. Bonds, redemption premium, if any, or scheduled interest payments thereon shall be deemed to have been paid and discharged within the meaning of this Bond 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 Bonds 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 Bonds 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 Bonds, no such satisfaction shall occur until (a) the Issuer has elected to redeem such Bonds, 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 Bond Registrar to give such notice of redemption in compliance with Section 302(a) of this Bond Resolution. 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 Bonds, 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 Bonds, 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 ofthis Bond 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 Bonds; and (b) all provisions and requirements of the Federal Tax Certificate. The Mayor 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 Bonds will remain excluded from federal gross income, to the extent any such actions can be taken by the Issuer. 23 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 Bonds pursuant to Article VII hereof or any other provision of this Bond Resolution until such time as is set forth in the Federal Tax Certificate. ARTICLE IX CONTINUING DISCLOSURE REQUIREMENTS Section 901. Discl~sure Requirements. The Mayor and Clerk are hereby authorized and directed to execute the Disclosure Instructions in a form approved by Bond Counsel, for and on behalf of and as the act and deed of the Issuer. The Issuer hereby covenants with the Purchaser and the Beneficial Owners to provide and disseminate such information as is required by the SEC Rule and as further set forth in the Disclosure Instructions, which are incorporated herein by reference. Such covenant shall be for the benefit of and enforceable by the Purchaser and the Beneficial Owners. Section 902. Failure to Comply with Continuing Disclosure Requirements. In the event the Issuer fails to comply in a timely manner with its covenants contained in the preceding section, the Purchaser and/or any Beneficial Owner may make demand for such compliance by written notice to the Issuer. In the event the Issuer does not remedy such noncompliance within 10 days of receipt of such written notice, the Purchaser or any Beneficial Owner may in its discretion, without notice or demand, proceed to enforce compliance by a suit or suits in equity for the specific performance of such covenant or agreement contained in the preceding section or for the enforcement of any other appropriate legal or equitable remedy, as the Purchaser and/or any Beneficial Owner shall deem effectual "to protect and enforce any of the duties of the Issuer under such preceding section. 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 Bonds, 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 Bond 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 Bonds or of this Bond Resolution, may be amended or modified at any time in any respect by resolution of the Issuer with the written consent of the Owners of not less than a majority in principal amount of the Bonds 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: 24 {a) extend the maturity of any payment of principal or interest due upon any Bond; {b) effect a reduction in the amount wh~ch the Issuer is_ required to pay as principal of or interest on any Bond; { c) permit preference or priority of any Bond over any other Bond; or { d) reduce the percentage in principal amount of Bonds required for the written consent to any modification or alteration of the prov~sions of this Bond Resolution. Any provision of the Bonds or of this Bond Resolution may, however, be amended or modified by resolution 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 Bonds at the time Outstanding. Without notice to or the consent of any Owners, the Issuer may amend or supplement this Bond 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 ~r authority that may lawfully be granted to or conferred upon the Owners, to conform this Bond Resolution to the Code or future · applicable federal law concerning tax-exempt obligations, or in connection with any other change therein which is not materiaily adverse to the interests of the Owners. Every amendment or modification of the provisions of the Bonds or of this Bond Resolution, to which the written consent of the Owners is given, as above provided, shall be expressed in a resolution adopted by the governing body of the Issuer amen.ding or supplementing the provisions of this Bond Resolution and shall be deemed to be a part of this Bond Resolution. A certified copy of every such amendatory or supplemental resolution, if any, and a certified copy of this Bond 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 Bond or a prospective purchaser or owner of any Bond authorized by this Bond Resolution, and upon payment of the reasonable cost of preparing the same, a certified copy of any such amendatory or s~pplemental resolution or of this Bond 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 Bonds then Outstanding. It shall not be necessary to note on any of the Outstanding Bonds any reference to such amendment or modification. The Issuer shall furnish to the Paying Agent a copy of any amendment to the Bonds or this Bond Resolution which affects the duties or obligations of the Paying Agent under this Bond 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 similar 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 Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Bond 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: 25 (a) The fact and date of the execution by any person of any such instrument may be proved by a certificate of any officer i.Q. any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the person signing such instrument acknowledged before such officer the execution thereof, or by affidavit of any witness to such execution. (b) The fact of ownership of Bonds, the amount or amounts, numbers and other identification of Bonds, and the date of holding the same shall be proved by the Bond Register. In determining whether the Owners of the requisite principal amount of Bonds Outstanding have given any request, demand, authorization, direction, notice, consent or waiver under this Bond Resolution, Bonds owned by the Issuer shall be disregarded and deemed not to be Outstanding under this Bond Resolution, except that, in determining whether the Owners shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Bonds which the Owners know to be so owned shall be so disregarded. Notwithstanding the foregoing, Bonds 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 Bonds 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 Bond 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. 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 form 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 Bonds 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 and Clerk, 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 of this Bond 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 Bond 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 Bond Resolution. Section 1008. Governing Law. This Bond Resolution shall be governed exclusively by and construed in accordance with the applicable laws of the State. 26 Section 1009. Effective Date. This Bond Resolution shall take effect and be in full force from and after its adoption by the governing body of the Issuer. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] 27 ADOPTED by the governing body of the Issuer on October 18, 2010. (SEAL) ATTEST: (Signature Page to Bond Resolution) REGISTERED NUMBER EXHIBITA (FORM OF BONDS) REGISTERED $ Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York Corporation ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Interest Rate: UNITED STATES OF AMERICA STATE OF KANSAS COUNTY OF SALINE CITY OF SALINA GENERAL OBLIGATION REFUNDING BOND SERIES 2010-B Maturity. Date: Dated Date: October 15, 2010 REGISTERED OWNER: PRINCIPAL AMOUNT: CUSIP: KNOW ALL PERSONS BY THESE PRESENTS: That the City of Salina, in the County of Saline, State of Kansas (the "Issuer"), for value received, hereby acknowledges itself to be indebted and promises to pay to the Registered Owner shown above, or registered assigns, but solely from the source and in the manner herein specified, the Principal Amount shown above on the Maturity Date shown above, unless called for redemption prior to said Maturity Date, and to pay interest thereon at the Interest Rate per annum shown above ( computed on the basis of a 360-day year of twelve 30-day months), from the Dated Date shown above, or from the most recent date to which interest has been paid or duly provided for, payable semiannually on April 1 and October 1 of each year, commencing April 1, 2011 (the "Interest Payment Dates"), until the Principal Amount has been paid. Method and Place of Payment. The principal or redemption price of this Bond shall be paid at maturity or upon earlier redemption to the person in whose name this Bond is registered at the maturity or redemption date thereof, upon presentation and surrender of this Bond at the principal office of the Treasurer of the State of Kansas, Topeka, Kansas (the "Paying Agent" and "Bond Registrar"). The interest payable on this Bond on any Interest Payment Date shall be paid to the person in whose name this Bond is registered on the registration books maintained by the Bond Registrar at the close of business on A-1 the Record Date(s) for such interest, which shall be the 15th day (whether or not a business day) of the calendar month next preceding the Interest Payment Date. Such interest shall be payable (a) by check or draft mailed by the Paying Agent to the address of such Registered Owner shown on the Bond Register or at such other address as is furnished to the Paying Agent in writing by such Registered Owner; or, (b) in the case of an interest payment to Cede & Co. _or any Owner of $500,000 or more in aggregate principal amount of Bonds, by electronic transfer to such Owner upon written notice given to the Bond Registrar by such Registered Owner, not less than 15 days prior to the Record Date for such interest, containing the electronic transfer instructions including the bank, ABA routing number and account number to which such Registered Owner wishes to have such transfer directed. The principal or redemption price of and interest on the Bonds shall be payable in any coin or currency that, on the respective dates of payment thereof, is legal tender for the payment of public and private debts. Interest not punctually paid will be paid in the manner established in the within defined Bond Resolution. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the hereinafter defined Bond Resolution. Authorization of Bonds. This Bond is one of an authorized series of Bonds of the Issuer designated "General Obligation Refunding Bonds, Series 2010-B," aggregating the principal amount of $7,860,000 (the "Bonds") issued for the purposes set forth in the Ordinance of the Issuer authorizing the issuance of the Bonds and the Resolution of the Issuer prescribing the form and details of the Bonds (collectively, the "Bond Resolution"). The Bonds are issued by the authority of and in full compliance with the provisions, restrictions and limitations of the Constitution and laws of the State of Kansas, including K.S.A. 10-427 et seq., K.S.A. 65-163d et seq., and Article 12, Section 5 of the Constitution of the State of Kansas, as amended, and all other provisions of the laws of the State of Kansas applicable thereto. General Obligations. The Bonds shall be general obligations of the Issuer payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of the Improvements and, if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The balance of the principal and interest on the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The full faith, credit and resources of the Issuer are-hereby irrevocably pledged for the prompt payment of the principal of and interest on the Bonds as the same become due. Redemption Prior to Maturity. The Bonds are subject to redemption prior to maturity, as follows: Optional Redemption. At the option of the Issuer, Bonds maturing on October 1 in the years 2020, and thereafter, will be subject to redemption and payment prior to maturity on October 1, 2019, and thereafter, as a whole or in part (selection. of maturities and the amount of Bonds of each maturity to be redeemed to be determined by the Issuer in such equitable manner as it may determine) at any time, at the redemption price of 100% (expressed as a percentage of the principal amount), plus accrued interest to the date of redemption. Redemptio11 De11omi11atio11s. Whenever the Bond Registrar is to select Bonds for the purpose of redemption, it shall, in the case of Bonds in denominations greater than a minimum Authorized Denomination, if less than all of the Bonds then Outstanding are to be called for redemption, treat each minimum Authorized Denomination of face value of each such Bond as though it were a separate Bond in the denomination of a minimum Authorized Denomination. A-2 Notice of RedemptioH. Notice of redemption, unless waived, shall be given by the Issuer to the State Treasurer of Kansas, to the Purchaser of the Bonds and to the Bond Registrar in accordance with the Bond Resolution. The Issuer shall cause the Bond Registrar to notify each Registered Owner at the address maintained on the Bond Register, such notice to be given by mailing an official notice of redemption by first class mail at least 30 days prior to the redemption date. Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Issuer defaults in the payment of the redemption price), such Bonds or portions of Bonds shall cease to bear interest. Book-Entry System. The Bonds are being issued by means of a book-entry system with no physical distribution of bond certificates to be made except as provided in the Bond Resolution. One Bond certificate with respect to each date on which the Bonds are stated to mature or with respect to each form of Bonds, registered in the nominee name of the Securities Depository, is being issued and required to be deposited with the Securities Depository and immobilized in its custody. The book-entry system will evidence positions held in the Bonds by the Securities Depository's participants, beneficial ownership of the Bonds in authorized denominations being evidenced in the records of such participants. Transfers of ownership shall be effected on the records of the Securities Depository and its participants pursuant to rules and procedures established by the Securities Depository and its participants. The Issuer and the Bond Registrar will recognize the Securities Depository nominee, while the Registered Owner of this Bond, as the owner of this Bond for all purposes, including (i) payments of principal of, and redemption premium, if any, and interest on, this Bond, (ii) notices and (iii) voting. Transfer of principal, interest and any redemption premium payments to participants of the Securities Depository, and transfer of principal, interest and any redemption premium payments to beneficial owners of the Bonds by participants of the Securities Depository will be the responsibility of such participants and other nominees of such beneficial owners. The Issuer and the Bond Registrar will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by the Securities Depository, the Securities Depository nominee, its participants or persons acting through such participants. While the Securities Depository nominee is the owner of this Bond, notwithstanding the provision hereinabove contained, payments of principal of, redemption premium, if any, and interest on this Bond shall be made in accordance with existing arrangements among the Issuer, the Bond Registrar and the Securities Depository. Transfer and Exchange. EXCEPT AS OTHERWISE PROVIDED IN THE BOND RESOLUTION, THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. This Bond may be transferred or exchanged; as provided in the Bond Resolution, only on the Bond Register kept for that purpose at the principal office of the Bond Registrar, upon surrender of this Bond, together with a written instrument of transfer or authorization for exchange satisfactory to the Bond Registrar duly executed by the Registered Owner or the Registered Owner's duly authorized agent, and thereupon a new Bond or Bonds in any Authorized Denomination of the same maturity and in the same aggregate principal amount shall be issued to the transferee in exchange therefor as provided in the Bond Resolution and upon payment of the charges therein prescribed. The Issuer shall pay all costs incurred in connection with the issuance, payment and initial registration of the Bonds and the cost of a reasonable supply of bond blanks. The Issuer and the Paying Agent may deem and treat the person in whose name this Bond is registered on the Bond Register as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. The Bonds are issued in fully registered form in Authorized Denominations. A-3 Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the hereinafter defined Bond Resolution until the Certificate of Authentication and Registration hereon shall have been lawfully executed by the Bond Registrar. IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions, and things required to be done and to exist precedent to and in the issuance of this Bond have been properly done and performed and do exist in due and regular form and manner as required by the Constitution and laws of the State of Kansas, and that the total indebtedness of the Issuer, including this series of bonds, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its Clerk, and its seal to be affixed hereto or imprinted hereon. CITY OF SALINA, KANSAS [(Facsimile Seal)] By: ------'(=f:=ac=s=inn=·1=e)..__ _____ _ Mayor ATTEST: By: ______ (=f:=ac=-=s=im=il-=-e)....__ _____ _ Clerk A-4 CERTIFICATE OF AUTJIENTICATION AND REGISTRATION This Bond is one of a series of General Obligation Refunding Bonds, Series 2010-B, of the City of Salina, Kansas, described in the within-mentioned Bond Resolution. Registration Date _______ _ Registration Number _____ _ Office of the State Treasurer, Topeka, Kansas, as Bond 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 Bond has been duly registered in my office according to law as of October 15, 2010. WITNESS my hand and official seal. (Facsimile Seal) By: ___ __,(=fa=c=si=m=i=le=) ______ _ Clerk CERTIFICATE OF STATE TREASURER OFFICE OF THE TREASURER, STATE OF KANSAS DENNIS MCKINNEY, Treasurer of the State of Kansas, does hereby certify that a transcript of the proceedings leading up to the issuance of this Bond has been filed in the office of the State Treasurer, and that this Bond was registered in such office according to law on ______ _ WITNESS my hand and official seal. (Seal) A-5 By:----------- Treasurer of the State of Kansas BOND ASSIGNMENT FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer to (Name and Address) (Social Security or Taxpayer Identification No.) the Bond to which this assignment is affixed in the outstanding principal amount of $ _____ , standing in the name of the undersigned on the books of the Bond Registrar. The undersigned do(es) hereby irrevocably constitute and appoint _________ as agent to transfer said Bond on the books of said Bond Registrar with full power of substitution in the premises. Dated ________ _ Name Sociarsecurity or Taxpayer Identification No. Signature (Sign here exactly as name(s) appear on the face of Certificate) Signature guarantee: By _______________ _ A-6 LEGAL OPINION The following is a true and correct copy of the approving legal opinion of Gilmore & Bell, P.C., Bond Counsel; which was dated and issued as of the date of original issuance and delivery of such Bonds: GILMORE & BELL, P.C. Attorneys at Law 2405 Grand Boulevard Suite 1100 Kansas qty, Missouri 64108 (PRINTED LEGAL OPINION) A-7 ORDINANCE NO.12-10642 OF THE CITY OF SALINA, KANSAS PASSED JULY9, 2012 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2012-A 1J (PUBLISHED IN THE THE SALINA JOURNAL ON JULY -i-\--' 2012) ORDINANCE NO. 12-10642 \ AN ORDINANCE AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION INTERNAL ThlPROVEMENT BONDS, SERIES 2012- A, OF THE CITY OF SALINA, KANSAS; PROVIDING FOR THE LEVY AND COLLECTION OF AN ANNUAL TAX FOR THE PURPOSE OF PAYING THE PRINCIPAL OF AND INTEREST ON SAID BONDS AS THEY BECOME DUE; AUTHORIZING CERTAIN OTHER DOCUMENTS AND ACTIONS IN CONNECTION THEREWITH; AND MAKING CERTAIN COVENANTS WITH RESPECT THERETO. WHEREAS, the City of Salina, Kansas (the "City") is a city of the first class, duly created, organized and existing under the Constitution and laws of the State; and WHEREAS, pursuant to KS.A. 12-6a01 et seq., as amended, and other provisions of the laws of the State of Kansas applicable thereto, by proceedings duly had, the governing body of the City has caused the following improvements (the "Improvements") to be made in the City, to-wit: Project Description Magnolia Commons Ordinance No. Ord. 12-10633 Authority K.S.A. 12-6a01 et seq. Amount $ 3,031,529.78 WHEREAS, the governing body of the City is authorized by law to issue general obligation bonds of the City to pay a portion of the costs of the Improvements; and WHEREAS, none of such general obligation bonds heretofore authorized have been issued and the City proposes to issue its general obligation bonds to pay a portion of the costs of the Improvements; and WHEREAS, the governing body of the City has advertised the sale of the Bonds in accordance with the law and at a meeting held in the City on this date awarded the sale of such Bonds to the best bidder. Now,· THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS, AS FOLLOWS: · Section 1. Definitions of Words and Terms. In addition to words and terms defined elsewhere herein, the following words and terms in this Ordinance 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 KS.A. 10-101 to 10-125, inclusive, KS.A. 10-620 et seq., and K.S.A. 12-6a01 et seq., all as amended and supplemented from time to time. "Bond and Interest Fund" means the Bond and Interest Fund of the City for its general obligatio~ bonds. 1 "Bond Resolution" means the resolution to be adopted by the governing body of the City prescribing the terms and details of the Bonds and making covenants with respect thereto. "Bonds" means the City's General Obligation Internal Improvement Bonds, Series 2012-A, dated July 15, 2012, authorized by this Ordinance. "City" means the City of Salina, Kansas. "Clerk" means the duly appointed and acting Clerk of the City or, in the Clerk's absence, the duly appointed Deputy, Assistant or Acting Clerk. "Improvements" means the improvements referred to in the preamble to this Ordinance and any Substitute Improvements. "Mayor" means the duly elected and acting Mayor of the City or, in the Mayor's absence, the duly appointed and/or elected Vice Mayor or Acting Mayor of the City. "Ordinance" means this Ordinance authorizing the issuance of the Bonds. "Refunded Notes" means the Series 2011-1 Notes maturing on August 1, 2012, in the aggregate principal amount of $3,400,000. "Series 2011-1 Notes" means the City's General Obligation Temporary Notes, Series 2011-1, dated July 15, 2011. "State" means the State of Kansas. "Substitute Improvements" means the substitute or additional improvements of the City authorized in the manner set forth in the Bond Resolution. Section 2. Authorization of the Bonds. There shall be issued and hereby are authorized and directed to be issued the General Obligation Internal Improvement Bonds, Series 2012-A, of the City in the principal amount of $2,365,000, for the purpose of providing funds to: (a) pay a portion of the costs of the Improvements; (b) pay costs of issuance of the Bonds; and ( c) retire the Refunded Notes. Section 3. Security for the Bonds. The Bonds shall be general obligations of the City payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of the Improvements and, if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the City. The balance· of the principal and interest on the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the City. The full faith, credit and resources of the City are hereby irrevocably pledged for the prompt payment of the principal of and interest on the Bonds as the same become due. Section 4. Terms, Details and Conditions of the Bonds. The Bonds shall be dated and bear interest, shall mature and be payable at such times, shall be in such forms, shall be subject to redemption and payment prior to the maturity thereof, and shall be issued and delivered in the manner prescribed and subject to the provisions, covenants and agreements set forth in the Bond Resolution hereafter adopted by the governing body of the City. 2 Section 5. Levy and Collection of Annual Tax. The governing body of the City shall annually make provision for the payment of principal of, premium, if any, and interest on the Bonds as the same become due by levying and collecting the necessary taxes and/or assessments upon all of the taxable tangible property within the City in the manner provided by law. The taxes and/or asses~ments above referred to shall be extended upon the tax rolls in each of the several years, respectively, and shall be levied and collected at the same time and in the same manner as the general ad valorem taxes of the City are levied and collected, shall be used solely for the payment of the principal of and interest on the Bonds as and when the same become due and the fees and expenses of the Paying Agent. The proceeds derived from said taxes and/or assessments shall be deposited in the Bond and Interest Fund. If at any time said taxes and/or assessments are not collected in time to pay the principal of or interest on the Bonds when due, the Treasurer is hereby authorized and directed to pay said principal or interest out of the general funds of the City and to reimburse said general funds for money so expended when said taxes and/or assessments are collected. Section 6. Further Authority. The Mayor, Clerk and other City officials are hereby further authorized and directed to execute any and all documents and take such actions as they may deem necessary or advisable in order to carry out and perform the purposes of the Ordinance, and to make 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 7. Governing Law. This Ordinance and the Bonds shall be governed exclusively by and construed in accordance with the applicable laws of the State. Section 8. Effective Date. This Ordinance shall take effect and be in full force from and after its passage by the governing body of the City, approval by the Mayor and publication in the official City newspaper. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] 3 PASSED by the governing body of the City on July 9, 2012 and APPROVED AND SIGNED by the Mayor. (SEAL) ATTEST: Clerk [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] (Signature Page to Bond Ordinance -2012-A) RESOLUTION NO. 12-6917 OF THE CITY OF SALINA, KANSAS ADOPTED JULY 9, 2012 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2012-A 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 212. Section 213. 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. TABLE OF CONTENTS ARTICLE I DEFINITIONS Definitions of Words and Terms ................................................................................... 1 ARTICLE II AUTHORIZATION AND DETAILS OF THE BONDS Authorization of the Bonds ........................................................................................... 8 Description of the Bonds ............................................................................................... 8 Designation of Paying Agent and Bond Registrar ......................................................... 9 Method and Place of Payment of the Bonds .................................................................. 9 Payments Due on Saturdays, Sundays and Holidays .................................................. 10 Registration, Transfer and Exchange of Bonds ........................................................... 10 Execution, Registration, Authentication and Delivery of Bonds ................................ 11 Mutilated, Lost, Stolen or Destroyed Bonds ............................................................... 12 Cancellation and Destruction of Bonds Upon Payment. ............................................. 12 Book-Entry Bonds; Securities Depository .................................................................. 12 Nonpresentment of Bonds ........................................................................................... 13 Preliminary and Final Official Statement. ................................................................... 14 Sale of the Bonds ......................................................................................................... 14 ARTICLE III REDEMPTION OF BONDS Redemption by Issuer .................................................................................................. 14 Selection of Bonds to be Redeemed ............................................................................ 14 Notice and Effect of Call for Redemption ................................................................... 15 ARTICLE IV SECURITY FOR BONDS Security for the Bonds ................................................................................................. 1 7 Levy and Collection of Annual Tax; Transfer to Debt Service Account. ................... 17 ARTICLE V ESTABLISHMENT OF FUNDS AND ACCOUNTS DEPOSIT AND APPLICATION OF BOND PROCEEDS Creation of Funds and Accounts ................................................................................. 17 Deposit of Bond Proceeds ........................................................................................... 18 Application of Moneys in the Improvement Fund ...................................................... 18 Substitution oflmprovements; Reallocation of Proceeds ........................................... 18 Application of Moneys in Debt Service Account ........................................................ 18 Application of Moneys in the Rebate Fund ................................................................. 19 Deposits and Investment of Moneys ........................................................................... 19 ARTICLE VI DEFAULT AND REMEDIES Remedies ..................................................................................................................... 20 Limitation on Rights of Owners .................................................................................. 20 Section 603. Section 701. Section 801. Section 802. Section 901. Section 902. Section 1001. Section 1002. Section 1003. Section 1004. Section 1005. Section 1006. Section 1007. Section 1008. Section 1009. Remedies Cumulative .................................................................................................. 20 ARTICLE VII DEFEASANCE Defeasance ................................................................................................................... 21 ARTICLE VIII TAX COVENANTS General Covenants ...................................................................................................... 21 Survival of Covenants ................................................................................................. 21 ARTICLE IX CONTINUING DISCLOSURE REQUIREMENTS Disclosure Requirements ............................................................................................. 22 Failure to Comply with Continuing Disclosure Requirements ................................... 22 ARTICLE X MISCELLANEOUS PROVISIONS Annual Audit. .............................................................................................................. 22 Amendments ................................................................................................................ 22 Notices, Consents and Other Instruments by Owners ................................................. 23 Notices ......................................................................................................................... 24 Electronic Transactions ............................................................................................... 24 Further Authority ......................................................................................................... 24 Severability .................................................................................................................. 24 Governing Law ............................................................................................................ 24 Effective Date .............................................................................................................. 24 EXHIBIT A -FORM OF BONDS ............................................................................................................. A-1 [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] 11 RESOLUTION NO. 12-6917 A RESOLUTION PRESCRIBING THE FORM AND DETAILS OF AND AUTHORIZING AND DIRECTING THE SALE AND DELIVERY OF GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2012-A, OF THE CITY OF SALINA, KANSAS, PREVIOUSLY AUTHORIZED BY ORDINANCE NO. 12-10642 OF THE ISSUER; MAKING CERTAIN COVENANTS AND AGREEMENTS TO PROVIDE FOR THE PAYMENT AND SECURITY THEREOF; AND AUTHORIZING CERTAIN OTHER DOCUMENTS AND ACTIONS CONNECTED THEREWITH. WHEREAS, the Issuer has heretofore passed the Ordinance authorizing the issuance of the Bonds; and WHEREAS, the Ordinance authorized the governing body of the Issuer to adopt a resolution prescribing certain details and conditions and to make certain covenants with respect to the issuance of the Bonds. 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 Bond 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, K.S.A. 10-620 et seq., and K.S.A. 12-6a01 et seq., all as amended and supplemented from time to time. "Authorized Denomination" means $5,000 or any integral multiples thereof. "Beneficial Owner" of the Bonds includes any Owner of the Bonds and any other Person who, directly or indirectly has the investment power with respect to such Bonds. "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. "Bond Payment Date" means any date on which principal of or interest on any Bond is payable. "Bond Register" means the books for the registration, transfer and exchange of Bonds kept at the office of the Bond Registrar. "Bond Registrar" means the State Treasurer, and any successors and assigns. "Bond Resolution" means this resolution relating to the Bonds. "Bonds" means the General Obligation Internal Improvement Bonds, Series 2012-A, authorized and issued by the Issuer pursuant to the Ordinance and this Bond Resolution. "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. "Cede & Co." means Cede & Co., as nominee ofDTC and any successor nominee ofDTC. "City" means the City of Salina, Kansas. "Clerk" means the duly appointed and/or elected Clerk or, in the Clerk's absence, the duly -appointed Deputy Clerk or Acting Clerk of the Issuer. "Code" means the Internal Revenue Code of 1986, as amended, and the applicable regulations promulgated thereunder by the United States Department of the Treasury. "Costs of Issuance" means all costs of issuing the Bonds, 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 connection with compliance with the Code, all expenses incurred in connection with receiving ratings on the Bonds, and any premiums or expenses incurred in obtaining municipal bond insurance on the Bonds. "Dated Date" means July 15, 2012. "Debt Service Account" means the Debt Service Account for General Obligation Internal Improvement Bonds, Series 2012-A created within the Bond and Interest Fund pursuant to Section 501 hereof. "Debt Service Requirements" means the aggregate principal payments (whether at maturity or pursuant to scheduled mandatory sinking fund redemption requirements) and interest payments on the Bonds 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 Bond 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 2 (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) such cash and the principal of and interest on such United States Government Obligations (plus any cash in the escrow fund) are sufficient to meet the liabilities of the obligations; (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) the obligations are rated in the highest rating category by Moody's (presently "Aaa") or Standard & Poor's (presently "AAA"). "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. "Disclosure Instructions" means the Continuing Disclosure Instructions dated as of the Issue Date, attached to the Issuer's Closing Certificate, relating to certain obligations contained in the SEC Rule. "DTC" means The Depository Trust Company, a limited-purpose trust company organized under the laws of the State of New York, and its successors and assigns, including any successor securities depository duly appointed. "DTC Representation Letter" means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed. "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 Bonds 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 Bonds shall not be made when the same shall become due; or 3 ( c) The Issuer shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Bond Resolution ( other than the covenants relating to continuing disclosure requirements contained herein and in the Disclosure Instructions) 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 Bonds 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 pursuant to or referred to in Section 501 hereof. "Improvement Fund" means the Improvement Fund for General Obligation Internal Improvement Bonds, Series 2012-A created pursuant to Section 501 hereof. "Improvements" means the improvements referred to in the preamble to the Ordinance 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 Bond Resolution. "Interest Payment Date(s)" means the Stated Maturity of an installment of interest on any Bond which shall be April 1 and October 1 of each year, commencing April 1, 2013. "Issue Date" means the date when the Issuer delivers the Bonds to the Purchaser in exchange for the Purchase Price. "Issuer" means the City and any successors or assigns. "Maturity" when used with respect to any Bond means the date on which the principal of such Bond 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 m 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 ref er to any other nationally recognized securities rating agency designated by the Issuer. 4 "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 ( c) To the Purchaser: UMB Bank, N.A. 1010 Grand Boulevard, 2nd Floor Kansas City, Missouri 64106 Fax: (816) 860-4829 (d) To the Rating Agency(ies): Moody's Municipal Rating Desk 7 World Trade Center 250 Greenwich Street 23rd Floor New York, New York 10007 Standard & Poor's, a division of The McGraw-Hill Companies 55 Water Street, 38th Floor New York, New York 10004 or such other address as is furnished in writing to the other parties referenced herein. "Notice Representative" means: (a) With respect to the Issuer, the Clerk. (b) With respect to the Bond Registrar and Paying Agent, the Director of Bond Services. ( c) With respect to any Purchaser, the manager of its Municipal Bond Department. ( d) With respect to any Rating Agency, any Vice President thereof. 5 "Official Statement" means Issuer's Official Statement relating to the Bonds. "Ordinance" means Ordinance No. 12-10642 of the Issuer authorizing the issuance of the Bonds, as amended from time to time. "Outstanding" means, when used with reference to the Bonds, as of a particular date of determination, all Bonds theretofore authenticated and delivered, except the following Bonds: (a) Bonds theretofore canceled by the Paying Agent or delivered to the Paying Agent for cancellation; (b) Bonds deemed to be paid in accordance with the provisions of Section 701 hereof; and ( c) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered hereunder. "Owner" when used with respect to any Bond means the Person in whose name such Bond is registered on the Bond Register. Whenever consent of the Owners is required pursuant to the terms of this Bond Resolution, and the Owner of the Bonds, as set forth on the Bond Register, is Cede & Co., the term Owner shall be deemed to be the Beneficial Owner of the Bonds. "Participants" means those financial institutions for whom the Securities Depository effects book-entry transfers and pledges of securities deposited with the Securities Depository, as such listing of Participants exists at the time of such reference. "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 mortgage association; (g) repurchase agreements for securities described in (c) or (f); (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); G) receipts evidencing ownership interests in securities or portions thereof described in (c) or (f); (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 (1) 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. "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. 6 "Purchase Price" means the pnncipal amount of the Bonds plus accrued interest to the date of delivery. "Purchaser" means UMB Bank, N.A., Kansas City, Missouri, the original purchaser of the Bonds, and any successor and assigns. "Rating Agency" means any company, agency or entity that provides, pursuant to request of the Issuer, financial ratings for the Bonds. "Rebate Fund" means the Rebate Fund for General Obligation Internal Improvement Bonds, Series 2012-A created pursuant to Section 501 hereof. "Record Dates" for the mterest payable on any Interest Payment Date means the fifteenth day (whether or not a Business Day) of the calendar month next precedmg each Interest Payment Date. "Redemption Date" means, when used with respect to any Bond to be redeemed, the date fixed for the redemption of such Bond pursuant to the terms of this Bond Resolution. "Redemption Price" means, when used with respect to any Bond to be redeemed, the pnce at which such Bond is to be redeemed pursuant to the terms of this Bond Resolution, including the applicable redemption premium, 1f any, but excludmg mstallments of interest whose Stated Maturity is on or before the Redemption Date. "Refunded Notes" means the Senes 2011-1 Notes maturmg on August 1, 2012, m the aggregate principal amount of $3,400,000. "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 paymg agent of the Refunded Notes. "Refunded Notes Redemption Date" means August 1, 2012. "Refunded Notes Resolution" means the resolution which authorized the Refunded Notes. "Replacement Bonds" means Bonds issued to the Beneficial Owners of the Bonds m accordance with Section 210 hereof. "SEC Rule" means Rule l 5c2-l 2 adopted by the Secunt1es and Exchange Comm1ss10n under the Securities Exchange Act of 1934, as may be amended from time to time. "Securities Depository" means, mitially, DTC, and its successors and assigns. "Series 2011-1 Notes" means the Issuer's General Obligat10n Temporary Notes, Sen es 2011-1, dated July 15, 2011. "Special Record Date" means the date fixed by the Paying Agent pursuant to Section 204 hereof for the payment of Defaulted Interest. "Standard & Poor's" means Standard & Poor's Ratmgs Services, a Division of the McGraw- Hill Companies, Inc., a corporation organized and existmg under the laws of the State of New York, and its 7 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. "Stated Maturity" when used with respect to any Bond or any installment of interest thereon means the date specified in such Bond and this Bond Resolution as the fixed date on which the principal of such Bond or such installment of interest is due and payable. "Substitute Improvements" means the substitute or additional improvements of the Issuer described in Section 504(a) hereof. "Treasurer" means the duly appointed and/or elected Treasurer of the Issuer or, m 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 BONDS Section 201. Authorization of the Bonds. The Bonds have been heretofore authorized and directed to be issued pursuant to the Ordinance in the principal amount of $2,365,000, for the purpose of providing funds to: (a) pay a portion of the costs of the Improvements; (b) pay Costs oflssuance; and (c) retire the Refunded Notes. Section 202. Description of the Bonds. The Bonds shall consist of fully registered bonds in an Authorized Denomination, and shall be numbered in such manner as the Bond Registrar shall determine. All of the Bonds shall be dated as of the Dated Date, shall become due in the amounts, on the Stated Maturities, subject to redemption and payment prior to their Stated Maturities as provided in Article III hereof, and shall bear interest at the rates per annum as follows: 8 SERIAL BONDS Stated Maturity Principal Annual Rate Stated Maturity Principal Annual Rate October 1 Amount of Interest October 1 Amount of Interest 2013 $130,000 1.000% 2021 $160,000 1.650% 2014 140,000 1.000% 2022 160,000 1.850% 2015 145,000 1.250% 2023 165,000 2.000% 2016 150,000 1.500% 2024 170,000 2.100% 2017 150,000 1.500% 2025 175,000 2.200% 2018 155,000 1.500% 2026 175,000 2.350% 2019 155,000 1.500% 2027 180,000 2.450% 2020 155,000 1.400% The Bonds shall bear interest at the above specified rates ( 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 Interest Payment Date to which interest has been paid on the Interest Payment Dates in the manner set forth in Section 204 hereof. Each of the Bonds, 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, K.S.A. 10-620 et seq. Section 203. Designation of Paying Agent and Bond Registrar. The State Treasurer is hereby designated as the Paying Agent for the payment of principal of and interest on the Bonds and Bond Registrar with respect to the registration, transfer and exchange of Bonds. The Mayor of the Issuer is hereby authorized and empowered to execute on behalf of the Issuer an agreement with the Bond Registrar and Paying Agent for the Bonds. The Issuer will at all times maintain a Paying Agent and Bond 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 Bond Registrar by (a) filing with the Paying Agent or Bond Registrar then performing such function a certified copy of the proceedings giving notice of the termination of such Paying Agent or Bond Registrar and appointing a successor, and (b) causing notice of appointment of the successor Paying Agent and Bond Registrar to be given by first class mail to each Owner. No resignation or removal of the Paying Agent or Bond Registrar shall become effective until a successor has been appointed and has accepted the duties of Paying Agent or Bond Registrar. Every Paying Agent or Bond 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 Bonds. The principal of, or Redemption Price, and interest on the Bonds shall be payable in any coin or currency which, on the respective dates of payment thereof, is legal tender for the payment of public and private debts. The principal or Redemption Price of each Bond shall be paid at Maturity to the Person in whose name such Bond is registered on the Bond Register at the Maturity thereof, upon presentation and surrender of such Bond at the principal office of the Paying Agent. 9 The interest payable on each Bond on any Interest Payment Date shall be paid to the Owner of such Bond as shown on the Bond 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 Bond Register or at such other address as is furnished to the Paying Agent in writing by such Owner; or (b) in the case of an interest payment to Cede & Co. or any Owner of $500,000 or more in aggregate principal amount of Bonds, by electronic transfer to such Owner upon written notice given to the Bond Registrar by such 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 Bond shall cease to be payable to the Owner of such Bond on the relevant Record Date and shall be payable to the Owner in whose name such Bond 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 Bond and the date of the proposed payment (which date shall be at least 30 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. Following 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 therefore to be mailed, by first class mail, postage prepaid, to each Owner of a Bond entitled to such notice at the address of such Owner as it appears on the Bond 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 Bonds and at least annually shall forward a copy or summary of such records to the Issuer. Section 205. Payments Due on Saturdays, Sundays and Holidays. In any case where a Bond Payment Date is not a Business Day, then payment of principal, Redemption Price or interest need not be made on such Bond Payment Date but may be made on the next succeeding Business Day with the same force and effect as if made on such Bond Payment Date, and no interest shall accrue for the period after such Bond Payment Date. Section 206. Registration, Transfer and Exchange of Bonds. The Issuer covenants that, as long as any of the Bonds remain Outstanding, it will cause the Bond Register to be kept at the office of the Bond Registrar as herein provided. Each Bond when issued shall be registered in the name of the Owner thereof on the Bond Register. Bonds may be transferred and exchanged only on the Bond Register as provided in this Section. Upon surrender of any Bond at the principal office of the Bond Registrar, the Bond Registrar shall transfer or exchange such Bond for a new Bond or Bonds in any Authorized Denomination of the same Stated Maturity and in the same aggregate principal amount as the Bond that was presented for transfer or exchange. Bonds 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 10 satisfactory to the Bond 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 Bonds is exercised, the Bond Registrar shall authenticate and deliver Bonds in accordance with the provisions of this Bond Resolution. The Issuer shall pay the fees and expenses of the Bond Registrar for the registration, transfer and exchange of Bonds provided for by this Bond Resolution and the cost of printing a reasonable supply of registered bond blanks. Any additional costs or fees that might be incurred in the secondary market, other than fees of the Bond Registrar, are the responsibility of the Owners of the Bonds. 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 Code § 3406, such amount may be deducted by the Paying Agent from amounts otherwise payable to such Owner hereunder or under the Bonds. The Issuer and the Bond Registrar shall not be required (a) to register the transfer or exchange of any Bond that has been called for redemption after notice of such redemption has been mailed by the Paying Agent pursuant to Section 303 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 Bond 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 Section 204 hereof. The Issuer and the Paying Agent may deem and treat the Person in whose name any Bond is registered on the Bond Register as the absolute Owner of such Bond, whether such Bond 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 Bond 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 Bond 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 Bond Registrar, the Bond Register may be inspected and copied by the Owners ( or a designated representative thereof) of 10% or more in principal amount of the Bonds then Outstanding or any designated representative of such Owners whose authority is evidenced to the satisfaction of the Bond Registrar. Section 207. Execution, Registration, Authentication and Delivery of Bonds. Each of the Bonds, including any Bonds issued in exchange or as substitutions for the Bonds 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 Bonds in the manner herein specified, and to cause the Bonds 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 Bonds 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. In case any officer whose signature appears on any Bonds ceases to be such officer before the delivery of such Bonds, such signature shall nevertheless be valid and sufficient for all purposes, as if such person had remained in office until delivery. Any Bond may be signed by such persons who at the actual time of the execution of such Bond are the proper officers to sign such Bond although at the date of such Bond such persons may not have been such officers. 11 The Mayor and Clerk are hereby authorized and directed to prepare and execute the Bonds as herein specified, and when duly executed, to deliver the Bonds to the Bond Registrar for authentication. The Bonds 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 Bond Registrar, but it shall not be necessary that the same officer or employee sign the certificate of authentication on all of the Bonds that may be issued hereunder at any one time. No Bond shall be entitled to any security or benefit under this Bond Resolution or be valid or obligatory for any purpose unless and until such certificate of authentication has been duly executed by the Bond Registrar. Such executed certificate of authentication upon any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Bond Resolution. Upon authentication, the Bond Registrar shall deliver the Bonds to the Purchaser upon instructions of the Issuer or its representative. Section 208. Mutilated, Lost, Stolen or Destroyed Bonds. If (a) any mutilated Bond is surrendered to the Bond Registrar or the Bond Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Bond, and (b) there is delivered to the Issuer and the Bond Registrar such security or indemnity as may be required by each of them, then, in the absence of notice to the Issuer or the Bond Registrar that such Bond has been acquired by a bona fide purchaser, the Issuer shall execute and, upon the Issuer's request, the Bond Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a new Bond of the same Stated Maturity and of like tenor and principal amount. If any such mutilated, destroyed, lost or stolen Bond has become or is about to become due and payable, the Issuer, in its discretion, may pay such Bond instead of issuing a new Bond. Upon the issuance of any new Bond under this Section, the Issuer and the Paying Agent 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 Bond 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 Bond Resolution equally and ratably with all other Outstanding Bonds. Section 209. Cancellation and Destruction of Bonds Upon Payment. All Bonds 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 Bonds so cancelled and destroyed and shall file an executed counterpart of such certificate with the Issuer. Section 210. Book-Entry Bonds; Securities Depository. The Issuer and Paying Agent have entered into a DTC Representation Letter with DTC. The Bonds shall initially be registered to Cede & Co., the nominee for the Securities Depository, and no Beneficial Owner will receive certificates representing their respective interests in the Bonds, except in the event the Bond Registrar issues Replacement Bonds as provided in this Section. It is anticipated that during the term of the Bonds, the Securities Depository will make book-entry transfers among its Participants and receive and transmit payment of principal of, premium, if any, and interest on, the Bonds to the Participants until and unless the Bond Registrar authenticates and delivers Replacement Bonds to the Beneficial Owners as described in the following paragraph. 12 The Issuer may decide, subject to the requirements of the Operational Arrangements of DTC (or a successor Securities Depository), and the following provisions of this section to discontinue use of the system of book-entry transfers through DTC (or a successor Securities Depository): (a) If the Issuer determines (1) that the Securities Depository is unable to properly discharge its responsibilities, or (2) that the Securities Depository is no longer qualified to act as a securities depository and registered clearing agency under the Securities and Exchange Act of 1934, as amended, or (3) that the continuation of a book-entry system to the exclusion of any Bonds being issued to any Owner other than Cede & Co. is no longer in the best interests of the Beneficial Owners of the Bonds; or (b) if the Bond Registrar receives written notice from Participants having interests in not less than 50% of the Bonds Outstanding, as shown on the records of the Securities Depository (and certified to such effect by the Securities Depository), that the continuation of a book-entry system to the exclusion of any Bonds being issued to any Owner other than Cede & Co. is no longer in the best interests of the Beneficial Owners of the Bonds, then the Bond Registrar shall notify the Owners of such determination or such notice and of the availability of certificates to Owners requesting the same, and the Bond Registrar shall register in the name of and authenticate and deliver Replacement Bonds to the Beneficial Owners or their nominees in principal amounts representing the interest of each, making such adjustments as it may find necessary or appropriate as to accrued interest and previous calls for redemption; provided, that in the case of a determination under (a)(l) or (a)(2) of this paragraph, the Issuer, with the consent of the Bond Registrar, may select a successor securities depository in accordance with the following paragraph to effect book-entry transfers. In such event, all references to the Securities Depository herein shall relate to the period of time when the Securities Depository has possession of at least one Bond. Upon the issuance of Replacement Bonds, all references herein to obligations imposed upon or to be performed by the Securities Depository shall be deemed to be imposed upon and performed by the Bond Registrar, to the extent applicable with respect to such Replacement Bonds. If the Securities Depository resigns and the Issuer, the Bond Registrar or Owners are unable to locate a qualified successor of the Securities Depository in accordance with the following paragraph, then the Bond Registrar shall authenticate and cause delivery of Replacement Bonds to Owners, as provided herein. The Bond Registrar may rely on information from the Securities Depository and its Participants as to the names of the Beneficial Owners of the Bonds. The cost of printing, registration, authentication, and delivery of Replacement Bonds shall be paid for by the Issuer. In the event the Securities Depository resigns, is unable to properly discharge its responsibilities, or is no longer qualified to act as a securities depository and registered clearing agency under the Securities and Exchange Act of 1934, as amended, the Issuer may appoint a successor Securities Depository provided the Bond Registrar receives written evidence satisfactory to the Bond Registrar with respect to the ability of the successor Securities Depository to discharge its responsibilities. Any such successor Securities Depository shall be a securities depository which is a registered clearing agency under the Securities and Exchange Act of 1934, as amended, or other applicable statute or regulation that operates a securities depository upon reasonable and customary terms. The Bond Registrar upon its receipt of a Bond or Bonds for cancellation shall cause the delivery of Bonds to the successor Securities Depository in an Authorized Denominations and form as provided herein. Section 211. Nonpresentment of Bonds. If any Bond is not presented for payment when the principal thereof becomes due at Maturity, if funds sufficient to pay such Bond have been made available to the Paying Agent all liability of the Issuer to the Owner thereof for the payment of such Bond 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 Bond, 13 who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Bond Resolution or on, or with respect to, said Bond. If any Bond is not presented for payment w1thm four (4) years following the date when such Bond becomes due at Matunty, the Paying Agent shall repay, without liability for interest thereon, to the Issuer the funds theretofore held by it for payment of such Bond, and such Bond 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 Paymg Agent, and the Issuer shall not be liable for any interest thereon and shall not be regarded as a trustee of such money. Section 212. Preliminary and Final Official Statement. The Preliminary Official Statement dated June 20, 2012, is hereby ratified and approved. The Official Statement is hereby authorized to be prepared by supplementmg, amending and completing the Preliminary Official Statement, with such changes and additions thereto as are necessary to conform to and descnbe the transaction. The Mayor and chief financial officer of the Issuer are hereby authorized to execute the Official Statement as so supplemented, amended and completed, and the use and public d1stnbut1on of the Official Statement by the Purchaser m connection with the reoffering of the Bonds is hereby authorized. The proper officials of the Issuer are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the Issue Date. The Issuer agrees to provide to the Purchaser within seven business days of the date of the sale of Bonds sufficient copies of the Official Statement to enable the Purchaser to comply with the requirements of Rule 15c2-12(3) and (4) of the Securities and Exchange Commission and with the requirements of Rule G-32 of the Municipal Securities Rulemakmg Board. Section 213. Sale of the Bonds. The sale of the Bonds to the Purchaser is hereby ratified and confirmed. The Mayor and Clerk are hereby authorized to execute the official bid form submitted by the Purchaser. Delivery of the Bonds shall be made to the Purchaser on the Issue Date (which shall be as soon as practicable after the adopt10n of this Bond Resolution), upon payment of the Purchase Price. ARTICLE III REDEMPTION OF BONDS Section 301. Redemption by Issuer. Optional Redemption. At the option of the Issuer, Bonds maturing on October 1 m the years 2020, and thereafter, will be subJect to redemption and payment prior to their Stated Maturity on October 1, 2019, and thereafter, as a whole or in part ( selection of ma tun ties and the amount of Bonds of each maturity to be redeemed to be determined by the Issuer in such equitable manner as it may determine) at any time, at the Redemption Price of 100% ( expressed as a percentage of the principal amount), plus accrued interest to the Redemption Date. Section 302. Selection of Bonds to be Redeemed. Bonds shall be redeemed only in an Authorized Denomination. When less than all of the Bonds are to be redeemed and paid prior to their Stated Maturity, such Bonds shall be redeemed in such manner as the Issuer shall determine. Bonds of less than a full Stated Maturity shall be selected by the Bond Registrar in a minimum Authorized Denomination of pnncipal amount in such equitable manner as the Bond Registrar may determine. 14 In the case of a partial redemption of Bonds by lot when Bonds of denominations greater than a minimum Authorized Denomination are then Outstanding, then for all purposes in connection with such redemption a minimum Authorized Denomination of face value shall be treated as though it were a separate Bond 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 Bond 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 Bond to the Bond 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 Bond or Bonds of the aggregate principal amount of the unredeemed portion of the principal amount of such Bond. If the Owner of any such Bond fails to present such Bond to the Paying Agent for payment and exchange as aforesaid, such Bond 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 Bonds for redemption prior to maturity, written notice of such intent shall be provided to the Bond Registrar in accordance with K.S.A. 10-129, as amended, not less than 45 days prior to the Redemption Date. The Bond Registrar shall call Bonds for redemption and payment and shall give notice of such redemption as herein provided upon receipt by the Bond Registrar at least 45 days prior to the Redemption Date of written instructions of the Issuer specifying the principal amount, Stated Maturities, Redemption Date and Redemption Prices of the Bonds to be called for redemption. [The foregoing provisions of this paragraph shall not apply in the case of any mandatory redemption of Term Bonds hereunder, and Term Bonds shall be called by the Paying Agent for redemption pursuant to such mandatory redemption requirements without the necessity of any action by the Issuer and whether or not the Paying Agent holds moneys available and sufficient to effect the required redemption.] Unless waived by any Owner of Bonds to be redeemed, if the Issuer shall call any Bonds for redemption and payment prior to the Stated Maturity thereof, the Issuer shall give written notice of its intention to call and pay said Bonds to the Bond Registrar, the State Treasurer and the Purchaser. In addition, the Issuer shall cause the Bond Registrar to give written notice of redemption to the Owners of said Bonds. 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. 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 Bonds are to be redeemed, the identification ( and, in the case of partial redemption of any Bonds, the respective principal amounts) of the Bonds to be redeemed; ( d) a statement that on the Redemption Date the Redemption Price will become due and payable upon each such Bond 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 Bonds are to be surrendered for payment of the Redemption Price, which shall be the principal office of the Paying Agent. 15 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 Bonds or portions of Bonds that are to be redeemed on such Redemption Date. For so long as the Securities Depository is effecting book-entry transfers of the Bonds, the Bond Registrar shall provide the notices specified in this Section to the Securities Depository. It is expected that the Securities Depository shall, in tum, notify its Participants and that the Participants, in tum, will notify or cause to be notified the Beneficial Owners. Any failure on the part of the Securities Depository or a Participant, or failure on the part of a nominee of a Beneficial Owner of a Bond (having been mailed notice from the Bond Registrar, the Securities Depository, a Participant or otherwise) to notify the Beneficial Owner of the Bond so affected, shall not affect the validity of the redemption of such Bond. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds 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 aefaults in the payment of the Redemption Price) such Bonds or portion of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with such notice, the Redemption Price of such Bonds 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 Bond, there shall be prepared for the Owner a new Bond or Bonds of the same Stated Maturity in the amount of the unpaid principal as provided herein. All Bonds 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, the Issuer shall provide such notices of redemption as are required by the Disclosure Instructions. Further notice may be given by the Issuer or the Bond 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 CUSIP numbers of all Bonds being redeemed; (2) the date of issue of the Bonds as originally issued; (3) the rate of interest borne by each Bond being redeemed; (4) the maturity date of each Bond being redeemed; and (5) any other descriptive information needed to identify accurately the Bonds 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 Bond Registrar, to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds. ( c) Each check or other transfer of funds issued for the payment of the Redemption Price of Bonds being redeemed shall bear or have enclosed the CUSIP number of the Bonds being redeemed with the proceeds of such check or other transfer. 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 16 Commission. Failure to comply with such standards shall not affect or invalidate the redemption of any Bond. ARTICLE IV SECURITY FOR BONDS Section 401. Security for the Bonds. The Bonds shall be general obligations of the Issuer payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of the Improvements and, if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The balance of the principal and interest on the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The full faith, credit and resources of the Issuer are hereby irrevocably pledged for the prompt payment of the principal of and interest on the Bonds as the same become due. Section 402. Levy and Collection of Annual Tax; Transfer to Debt Service Account. The governing body of the Issuer shall annually make provision for the payment of principal of, premium, if any, and interest on the Bonds as the same become due by, to the extent necessary, levying and collecting the necessary taxes and/or assessments upon all of the taxable tangible property within the Issuer in the manner provided by law. The taxes and/or assessments referred to above shall be extended upon the tax rolls in each of the several years, respectively, 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 transferred to the Debt Service Account and shall be used solely for the payment of the principal of and interest on the Bonds as and when the same become due, taking into account any scheduled mandatory redemptions, and the fees and expenses of the Paying Agent. If at any time said taxes and/or assessments are not collected in time to pay the principal of or interest on the Bonds 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 BOND PROCEEDS Section 501. Creation of Funds and Accounts. Simultaneously with the issuance of the Bonds, there shall be created within the Treasury of the Issuer the following Funds and Accounts: (a) Improvement Fund for General Obligation Internal Improvement Bonds, Series 2012-A; (b) Debt Service Account for General Obligation Internal Improvement Bonds, Series 2012- A (within the Bond and Interest Fund); and 17 (c) Rebate Fund for General Obligation Internal Improvement Bonds, Series 2012-A. The Funds and Accounts established herein shall be administered in accordance with the provisions of this Bond Resolution so long as the Bonds are Outstanding. Section 502. Deposit of Bond Proceeds. The net proceeds received from the sale of the Bonds shall be deposited simultaneously with the delivery of the Bonds as follows: (a) All accrued interest received from the sale of the Bonds shall be deposited in the Debt Service Account. (b) The remaining balance of the proceeds derived from the sale of the Bonds 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 of Issuance; (c) retiring the Refunded Notes; and (d) transferring any amounts to the Rebate Fund required by Section 506 hereof. 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 Bonds 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 authorizing the use of the proceeds of the Bonds 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 to the transcript of proceedings for the Bonds to include the Substitute Improvements; and (4) the use of the proceeds of the Bonds to pay the Financeable Cost of the Substitute Improvement will not adversely affect the tax-exempt status of the Bonds under State or federal law. (b) The Issuer may reallocate expenditure of Bond proceeds among all Improvements financed by the Bonds; provided the following conditions are met: (1) the reallocation is approved by the governing body of the Issuer; (2) the reallocation shall not cause the proceeds of the Bonds allocated to any Improvement to exceed the Financeable Costs of the Improvement; and (3) the reallocation will not adversely affect the tax-exempt status of the Bonds 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 Bonds as and when the same become due and the usual and customary fees and expenses of the Bond Registrar and Paying Agent. The Treasurer is authorized and directed to withdraw from the Debt Service Account sums sufficient to pay both principal or Redemption Price of and interest on the Bonds and the fees and expenses of the Bond Registrar and Paying Agent as and when the same become due, and to forward such sums to the Paying Agent 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 18 Bond Registrar and Paying Agent will become due. If, through the lapse of time or otherwise, the Owners of Bonds are no longer entitled to enforce payment of the Bonds 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 Bond Resolution and shall be held in trust by the Paying Agent for the benefit of the Owners of the Bonds entitled to payment from such moneys. Any moneys or investments remaining in the Debt Service Account after the retirement of the Bonds 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 Bonds 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 § l 48(f) 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 determined under the Federal Tax Certificate. Any moneys remaining in the Rebate Fund after redemption and payment of all of the Bonds 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 Bond 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 Bonds. 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 Permitted 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 Bond 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. 19 ARTICLE VI DEFAULT AND REMEDIES Section 601. Remedies. The provisions of the Bond Resolution, including the covenants and agreements herein contained, shall constitute a contract between the Issuer and the Owners of the Bonds. If an Event of Default occurs and shall be continuing, the Owner or Owners of not less than 10% in principal amount of the Bonds at the time Outstanding shall have the right for the equal benefit and protection of all Owners of Bonds 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 Bond 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 Bonds. Section 602. Limitation on Rights of Owners. The covenants and agreements of the Issuer contained herein and in the Bonds shall be for the equal benefit, protection, and security of the Owners of any or all of the Bonds, all of which Bonds shall be of equal rank and without preference or priority of one Bond over any other Bond in the application of the funds herein pledged to the payment of the principal of and the interest on the Bonds, or otherwise, except as to rate of interest, date of maturity and right of prior redemption as provided in this Bond 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 Bonds. 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 Bond 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 Bonds by this Bond 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 Bonds shall 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. 20 ARTICLE VII DEFEASANCE Section 701. Defeasance. When any or all of the Bonds, redemption premium, if any, or scheduled interest payments thereon have been paid and discharged, then the requirements contained in this Bond Resolution and the pledge of the Issuer's faith and credit hereunder and all other rights granted hereby shall terminate with respect to the Bonds or scheduled interest payments thereon so paid and discharged. Bonds, redemption premium, if any, or scheduled interest payments thereon shall be deemed to have been paid and discharged within the meaning of this Bond 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 Bonds 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 Bonds 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 Bonds, no such satisfaction shall occur until (a) the Issuer has elected to redeem such Bonds, 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 Bond Registrar to give such notice of redemption in compliance with Section 303 of this Bond Resolution. 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 Bonds, 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 Bonds, 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 Bond 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 Bonds; and (b) all provisions and requirements of the Federal Tax Certificate. The Mayor 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 Bonds 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 Bonds pursuant to Article VII hereof or any other provision of this Bond Resolution until such time as is set forth in the Federal Tax Certificate. 21 ARTICLE IX CONTINUING DISCLOSURE REQUIREMENTS Section 901. Disclosure Requirements. The Mayor and Clerk are hereby authorized and directed to execute the Disclosure Instructions in a form approved by Bond Counsel, for and on behalf of and as the act and deed of the Issuer. The Issuer hereby covenants with the Purchaser and the Beneficial Owners to provide and disseminate such information as is required by the SEC Rule and as further set forth in the Disclosure Instructions, which are incorporated herein by reference. Such covenant shall be for the benefit of and enforceable by the Purchaser and the Beneficial Owners. Section 902. Failure to Comply with Continuing Disclosure Requirements. In the event the Issuer fails to comply in a timely manner with its covenants contained in the preceding section, the Purchaser and/or any Beneficial Owner may make demand for such compliance by written notice to the Issuer. In the event the Issuer does not remedy such noncompliance within 10 days of receipt of such written notice, the Purchaser or any Beneficial Owner may in its discretion, without notice or demand, proceed to enforce compliance by a suit or suits in equity for the specific performance of such covenant or agreement contained in the preceding section or for the enforcement of any other appropriate legal or equitable remedy, as the Purchaser and/or any Beneficial Owner shall deem effectual to protect and enforce any of the duties of the Issuer under such preceding section. Notwithstanding any other provision of this Bond Resolution, failure of the Issuer to comply with its covenants contained in the preceding section shall not be considered an Event of Default under this Bond Resolution. 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 Bonds, 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 Bond 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 Bonds or of this Bond Resolution, may be amended or modified at any time in any respect by resolution of the Issuer with the written consent of the Owners of not less than a majority in principal amount of the Bonds 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 Bond; 22 (b) effect a reduction in the amount which the Issuer is required to pay as principal of or interest on any Bond; ( c) permit preference or priority of any Bond over any other Bond; or ( d) reduce the percentage in principal amount of Bonds required for the written consent to any modification or alteration of the provisions of this Bond Resolution. Any provision of the Bonds or of this Bond Resolution may, however, be amended or modified by resolution 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 Bonds at the time Outstanding. Without notice to or the consent of any Owners, the Issuer may amend or supplement this Bond 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 Bonds among Improvements, to provide for Substitute Improvements, to conform this Bond 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 Bonds or of this Bond Resolution, to which the written consent of the Owners is given, as above provided, shall be expressed in a resolution adopted by the governing body of the Issuer amending or supplementing the provisions of this Bond Resolution and shall be deemed to be a part of this Bond Resolution. A certified copy of every such amendatory or supplemental resolution, if any, and a certified copy of this Bond 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 Bond or a prospective purchaser or owner of any Bond authorized by this Bond Resolution, and upon payment of the reasonable cost of preparing the same, a certified copy of any such amendatory or supplemental resolution or of this Bond 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 Bonds then Outstanding. It shall not be necessary to note on any of the Outstanding Bonds any reference to such amendment or modification. The Issuer shall furnish to the Paying Agent a copy of any amendment to the Bonds or this Bond Resolution which affects the duties or obligations of the Paying Agent under this Bond 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 similar 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 Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Bond 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 23 such jurisdiction that the person signing such instrument acknowledged before such officer the execution thereof, or by affidavit of any witness to such execution. (b) The fact of ownership of Bonds, the amount or amounts, numbers and other identification of Bonds, and the date of holding the same shall be proved by the Bond Register. In determining whether the Owners of the requisite principal amount of Bonds Outstanding have given any request, demand, authorization, direction, notice, consent or waiver under this Bond Resolution, Bonds owned by the Issuer shall be disregarded and deemed not to be Outstanding under this Bond Resolution, except that, in determining whether the Owners shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Bonds which the Owners know to be so owned shall be so disregarded. Notwithstanding the foregoing, Bonds 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 Bonds 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 Bond 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. 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 form 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 Bonds 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 . and Clerk, 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 of this Bond 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 Bond 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 Bond Resolution. Section 1008. Governing Law. This Bond Resolution shall be governed exclusively by and construed in accordance with the applicable laws of the State. Section 1009. Effective Date. This Bond Resolution shall take effect and be in full force from and after its adoption by the governing body of the Issuer. 24 ADOPTED by the govemmg body of the Issuer on July 9, 2012. (SEAL) ATTEST: Clerk [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] (Signature Page to Bond Resolution -Series 2012-A) REGISTERED NUMBER EXHIBIT A (FORM OF BONDS) REGISTERED $ Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York Corporation ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. UNITED STATES OF AMERICA STATE OF KANSAS COUNTY OF SALINE CITY OF SALINA GENERAL OBLIGATION INTERNAL IMPROVEMENT BOND SERIES 2012-A Interest Rate: Maturity Date: REGISTERED OWNER: PRINCIPAL AMOUNT: Dated CUSIP: Date: July 15, 2012 KNOW ALL PERSONS BY THESE PRESENTS:. That the City of Salina, in the County of Saline, State of Kansas (the "Issuer"), for value received, hereby acknowledges itself to be indebted and promises to pay to the Registered Owner shown above, or registered assigns, but solely from the source and in the manner herein specified, the Principal Amount shown above on the Maturity Date shown above, unless called for redemption prior to said Maturity Date, and to pay interest thereon at the Interest Rate per annum shown above ( computed on the basis of a 360-day year of twelve 30-day months), from the Dated Date shown above, or from the most recent date to which interest has been paid or duly provided for, payable semiannually on April 1 and October 1 of each year, commencing April 1, 2013 (the "Interest Payment Dates"), until the Principal Amount has been paid. Method and Place of Payment. The principal or redemption price of this Bond shall be paid at maturity or upon earlier redemption to the person in whose name this Bond is registered at the maturity or redemption date thereof, upon presentation and surrender of this Bond at the principal office of the Treasurer of the State of Kansas, Topeka, Kansas (the "Paying Agent" and "Bond Registrar"). The interest payable on this Bond on any Interest Payment Date shall be paid to the person in whose name this Bond is registered on the registration books maintained by the Bond Registrar at the close of business on A-1 the Record Date(s) for such interest, which shall be the 15th day (whether or not a business day) of the calendar month next preceding the Interest Payment Date. Such interest shall be payable (a) by check or draft mailed by the Paying Agent to the address of such Registered Owner shown on the Bond Register or at such other address as is furnished to the Paying Agent in writing by such Registered Owner; or (b) in the case of an interest payment to Cede & Co. or any Owner of $500,000 or more in aggregate principal amount of Bonds by electronic transfer to such Owner upon written notice given to the Bond Registrar by such Registered Owner, not less than 15 days prior to the Record Date for such interest, containing the electronic transfer instructions including the bank, ABA routing number and account number to which such Registered Owner wishes to have such transfer directed. The principal or redemption price of and interest on the Bonds shall be payable in any coin or currency that, on the respective dates of payment thereof, is legal tender for the payment of public and private debts. Interest not punctually paid will be paid in the manner established in the within defined Bond Resolution. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the hereinafter defined Bond Resolution. Authorization of Bonds. This Bond is one of an authorized series of Bonds of the Issuer designated "General Obligation Internal Improvement Bonds, Series 2012-A," aggregating the principal amount of $2,365,000 (the "Bonds") issued for the purposes set forth in the Ordinance of the Issuer authorizing the issuance of the Bonds and the Resolution of the Issuer prescribing the form and details of the Bonds (collectively, the "Bond Resolution"). The Bonds are issued by the authority of and in full compliance with the provisions, restrictions and limitations of the Constitution and laws of the State of Kansas, including K.S.A. 12-6a01 et seq., as amended, and all other provisions of the laws of the State of Kansas applicable thereto. General Obligations. The Bonds constitute general obligations of the Issuer payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of certain Improvements (as said term is described in the Bond Resolution) and, if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer, the balance being payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The full faith, credit and resources of the Issuer are hereby pledged for the payment of the principal of and interest on this Bond and the issue of which it is a part as the same respectively become due. Redemption Prior to Maturity. The Bonds are subject to redemption prior to maturity, as follows: Optional Redemption. At the option of the Issuer, Bonds maturing on October 1 in the years 2020, and thereafter, will be subject to redemption and payment prior to maturity on October 1, 2019, and thereafter, as a whole or in part (selection of maturities and the amount of Bonds of each maturity to be redeemed to be determined by the Issuer in such equitable manner as it may determine) at any time, at the redemption price of 100% ( expressed as a percentage of the principal amount), plus accrued interest to the date of redemption. Redemption Denominations. Whenever the Bond Registrar is to select Bonds for the purpose of redemption, it shall, in the case of Bonds in denominations greater than a minimum Authorized Denomination, if less than all of the Bonds then Outstanding are to be called for redemption, treat each minimum Authorized Denomination of face value of each such Bond as though it were a separate Bond in the denomination of a minimum Authorized Denomination. A-2 Notice of Redemption. Notice of redemption, unless waived, shall be given by the Issuer to the State Treasurer of Kansas, the Purchaser of the Bonds and to the Bond Registrar in accordance with the Bond Resolution. The Issuer shall cause the Bond Registrar to notify each Registered Owner at the address maintained on the Bond Register, such notice to be given by mailing an official notice of redemption by first class mail at least 30 days prior to the redemption date. Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Issuer defaults in the payment of the redemption price), such Bonds or portions of Bonds shall cease to bear interest. Book-Entry System. The Bonds are being issued by means of a book-entry system with no physical distribution of bond certificates to be made except as provided in the Bond Resolution. One Bond certificate with respect to each date on which the Bonds are stated to mature or with respect to each form of Bonds, registered in the nominee name of the Securities Depository, is being issued and required to be deposited with the Securities Depository and immobilized in its custody. The book-entry system will evidence positions held in the Bonds by the Securities Depository's participants, beneficial ownership of the Bonds in authorized denominations being evidenced in the records of such participants. Transfers of ownership shall be effected on the records of the Securities Depository and its participants pursuant to rules and procedures established by the Securities Depository and its participants. The Issuer and the Bond Registrar will recognize the Securities Depository nominee, while the Registered Owner of this Bond, as the owner of this Bond for all purposes, including (i) payments of principal of, and redemption premium, if any, and interest on, this Bond, (ii) notices and (iii) voting. Transfer of principal, interest and any redemption premium payments to participants of the Securities Depository, and transfer of principal, interest and any redemption premium payments to beneficial owners of the Bonds by participants of the Securities Depository will be the responsibility of such participants and other nominees of such beneficial owners. The Issuer and the Bond Registrar will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by the Securities Depository, the Securities Depository nominee, its participants or persons acting through such participants. While the Securities Depository nominee is the owner of this Bond, notwithstanding the provision hereinabove contained, payments of principal of, redemption premium, if any, and interest on this Bond shall be made in accordance with existing arrangements among the Issuer, the Bond Registrar and the Securities Depository. Transfer and Exchange. EXCEPT AS OTHERWISE PROVIDED IN THE BOND RESOLUTION, THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. This Bond may be transferred or exchanged, as provided in the Bond Resolution, only on the Bond Register kept for that purpose at the principal office of the Bond Registrar, upon surrender of this Bond, together with a written instrument of transfer or authorization for exchange satisfactory to the Bond Registrar duly executed by the Registered Owner or the Registered Owner's duly authorized agent, and thereupon a new Bond or Bonds in any Authorized Denomination of the same maturity and in the same aggregate principal amount shall be issued to the transferee in exchange therefor as provided in the Bond Resolution and upon payment of the charges therein prescribed. The Issuer shall pay all costs incurred in connection with the issuance, payment and initial registration of the Bonds and the cost of a reasonable supply of bond blanks. The Issuer and the Paying Agent may deem and treat the person in whose name this Bond is registered on the Bond Register as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. The Bonds are issued in fully registered form in Authorized Denominations. A-3 Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the hereinafter defined Bond Resolution until the Certificate of Authentication and Registration hereon shall have been lawfully executed by the Bond Registrar. IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions, and things required to be done and to exist precedent to and in the issuance of this Bond have been properly done and performed and do exist in due and regular form and manner as required by the Constitution and laws of the State of Kansas, and that the total indebtedness of the Issuer, including this series of bonds, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its Clerk, and its seal to be affixed hereto or imprinted hereon. CITY OF SALINA, KANSAS [(Facsimile Seal)] By: (facsimile) Mayor ATTEST: By: ____ _,(=fa=c=s=im=il.-=-,e),__ ______ _ Clerk A-4 CERTIFICATE OF AUTHENTICATION AND REGISTRATION This Bond is one of a series of General Obligation Internal Improvement Bonds, Series 2012-A, of the City of Salina, Kansas, described in the within-mentioned Bond Resolution. Registration Date _______ _ Registration Number ______ _ Office of the State Treasurer, Topeka, Kansas, as Bond 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 Bond has been duly registered in my office according to law as of July 15, 2012. WITNESS my hand and official seal. (Facsimile Seal) By: ---~(=fa=c=s=im=1=·1e"--') _______ _ Clerk CERTIFICATE OF STATE TREASURER OFFICE OF THE TREASURER, STATE OF KANSAS RON ESTES, Treasurer of the State of Kansas, does hereby certify that a transcript of the proceedings leading up to the issuance of this Bond has been filed in the office of the State Treasurer, and that this Bond was registered in such office according to law on ______ _ WITNESS my hand and official seal. (Seal) A-5 By:------------ Treasurer of the State of Kansas BOND ASSIGNMENT FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer to (Name and Address) (Social Security or Taxpayer Identification No.) the Bond to which this assignment is affixed in the outstanding principal amount of $ ____ _ standing in the name of the undersigned on the books of the Bond Registrar. The undersigned do( es) hereby irrevocably constitute and appoint _________ as agent to transfer said Bond on the books of said Bond Registrar with full power of substitution in the premises. Dated ________ _ Name Social Security or Taxpayer Identification No. Signature (Sign here exactly as name(s) appear on the face of Certificate) Signature guarantee: By _____________ _ LEGAL OPINION The following is a true and correct copy of the approving legal opinion of Gilmore & Bell, P.C., Bond Counsel, which was dated and issued as of the date of original issuance and delivery of such Bonds: GILMORE & BELL, P.C. Attorneys at Law 2405 Grand Boulevard Suite 1100 Kansas City, Missouri 64108 (PRINTED LEGAL OPINION) A-6 \ LOAN AGREEMENT Between THE KANSAS DEPARTMENT OF HEALTH AND ENVIRONMENT ACTING ON BEHALF OF THE STATE OF KANSAS and SALINA, KANSAS KPWSLF PROJECT NO. 2841 EFFECTIVE AS OF JANUARY 13, 2014 The interest of the Kansas Department of Health and Environment ("KDHE'~ in the interest portion of the Loan Repayments to be made by the Municipality and certain other revenues (the "Revenues'~ under this Loan Agreement have been pledged and assigned to the Kansas Development Finance Authority (the "Authority'~ pursuant to a Pledge Agreement between KDHE and the Authority. The interest of the Authority in the Revenues has been pledged as security for the payment of the principal of, redemption premium, if any, and interest on the Authority's Kansas Public Water Supply Loan Fund Revenue Bonds, pursuant to a Master Bond Resolution adopted by the Authority. LOAN AGREEMENT Table of Contents Recitals ............................................................................................................................................ 1 ARTICLE I DEFINITIONS Section 1.01. Definitions .............................................................................................................. 2 Section 1.02. Rules of Interpretation ........................................................................................... 5 ARTICLE II LOAN TERMS Section 2.01. Section 2.02. Section 2.03. Section 2.04. Section 2.05. Section 2.06. Section 2.07. Amount of the Loan ............................................................................................... 6 Interest Rate .............................................................................................. , ............ 6 Disbursement of Loan Proceeds ...................................... , ............. , ....................... 6 Schedule of Compliance; Completion of Project.. ................................................. 7 Repayment of the Loan ................................................. , ........................................ 7 Additional Payments .............................................................................................. 8 Financial Integrity Assurance Contract... ............................................................... 8 ARTICLE III REPRESENTATIONS AND COVENANTS OF MUNICIPALITY Section 3.01. Representations of the Municipality ...................................................................... 8 Section 3.02. Particular Covenants of the Municipality ............................................................ 10 ARTICLE IV ASSIGNMENT Section 4.01. Assignment and transfer by KDHE ..................................................................... 13 Section 4.02. Assignment by the Municipality .......................................................................... 13 ARTICLE V DEFAULT AND REMEDIES Section 5.01. Section 5.02. Section 5.03. Section 5.04. Section 5.05. Section 5.06. Section 5.07. Notice of Default. ................................................................................................. 14 Remedies on Default ............................................................................................ 14 Expenses .............................................................................................................. 14 Application of Moneys ......................................................................................... 15 No Remedy Exclusive; Waiver; Notice ............................................................... 15 Retention of KDHE's Rights ................................................................................ 15 Financial and Management .................................................................................. 15 1 ARTICLE VI MISCELLANEOUS Section 6.01 . Section 6.02. Section 6.03. Section 6.04. Section 6.05. ection 6.06. Section 6.07. Section 6.08. Notices ................................................................................................................. 15 Binding Effect ........... , ...... , ............ , ........................................................ ,, ............ 16 Severability .......................................................................................................... 16 Amendments, Supplements and Modifications .................................................... 16 Execution in Counterparts .................................................................................... 1.6 Governing Law and Regulations .......................................................................... 16 Consents and Approvals ........................................................................................ 17 Further Assurances ............................................................................................... 17 Signatures and Seal .................................... : ............................... , ................................................... 18 Exhibit A -Description of the Project Exh ibit B -Dedicated Source of Revenues and Loan Repayment Schedule Exhibit C -Conditions Appl i.cable to Construction of the Project Ex.hi bit D -Use of Loan Proceeds Exhibit E -Instructions for Requesting Loan Payments ExhibitF -Form of Municipality Ordinance Exhibit G -Form of Op·inion of Municipality's Counsel Exhibit H-Municipality's Notice Address Exhibit 1 -Form of Financial Integrity Assurance Contract Exhibit J -Form of Qualified User Certificate 11 KANSAS PUBLIC WATER SUPPLY LOAN FUND LOAN AGREEMENT TIDS LOAN AGREEMENT, effective as of January 13, 2014, by and between the KANSAS DEPARTMENT OF HEALTH AND ENVIRONMENT ("KDHE"), acting on behalf of THE STATE OF KANSAS (the "State"), and SALINA, KANSAS, a "Municipality" according to K.S.A. 65-163d, hereinafter referenced as the "Municipality"; WITNE S SETH: WHEREAS, the Safe Drinking Water Act Amendments of 1996 [PL 104-182] to the Safe Drinking Water Act Uointly, the "Federal Act") established the Drinking Water Loan Fund to assist public water supply systems in financing the costs of infrastructure needed to achieve or maintain compliance with the Federal Act and to protect the public health and authorized the Environmental Protection Agency (the "EPA") to administer a revolving loan program operated by the individual states; and WHEREAS, to fund the state revolving fund program, the EPA will make annual capitalization grants to the states, on the condition that each state provide a state match for such state's revolving fund; and WHEREAS, by passage of the Kansas Public Water Supply Loan Act, K.S.A. 65-163d et seq., as amended (the "Loan Act"), the State of Kansas (the "State") has established the Kansas Public Water Supply Loan Fund (the "Revolving Fund") for purposes of the Federal Act; and WHEREAS, under the Loan Act, the Secretary (the "Secretary") of the Kansas Department of Health and Environment ("KDHE") is given the responsibility for administration and management of the Revolving Fund; and WHEREAS, the Secretary, Kansas Development Finance Authority (the "Authority"), and the Kansas Department of Administration (the "DOA'') have entered into an Inter-Agency Agreement dated as of September 28, 2009, Uointly, the "Inter-Agency Agreement"), to define the cooperative relationship between KDHE, the DOA and the Authority to jointly administer certain provisions of the Loan Act; and WHEREAS, the Authority and KDHE have supplemented the Inter-Agency Agreement by entering into a Pledge Agreement, dated as of November 1, 1997, as the same may be amended and supplemented from time to time (the "Pledge Agreement") pursuant to which KDHE agrees to enter into Loan Agreements with Municipalities (as defined in the Loan Act) for Public Water Supply Projects (the "Projects") and to pledge the Loan Repayments received pursuant to such Loan Agreements to the Authority; and WHEREAS, the Authority is authorized under K.S.A. 74-8905(a) and the Loan Act to issue revenue bonds (the "Bonds") for the purpose of providing funds to implement the State's requirements under the Federal Act and to loan the same, together with available funds from the EPA capitalization grants, to Municipalities within the State for the payment of Project Costs (as said terms are defined in the Loan Act); and 1 WHEREAS, the Municipality has made timely application to KDHE for a Loan to finance all or a portion of the Project Costs; and WHEREAS, the State has approved the Municipality's application for a Loan, subject to the receipt of capitalization grants from the BP A pursuant to the Federal Act and proceeds of the Bonds when issued by the Authority. NOW, THEREFORE, for and in consideration of the award of the Loan by KDHE, the Municipality agrees to complete its Project and to perform under this Loan Agreement in accordance with the conditions, covenants and procedures set forth herein and attached hereto as a part hereof, as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. The following·terms as used in this Loan Agreement shall, unless the context clearly requires otherwise, have the following meanings: "Additional Payments" means the payments described in Section 2. 06 hereof. "Additional Revenue Obligations" means any obligation for the payment of money undertaken by the Municipality which is payable from or secured by a pledge of, or lien upon, the System Revenues incurred aftei: the date of execution and delivery of this Loan Agreement, and all Existing Revenue Obligations. "Authority" means the Kansas Development Finance Authority, a public body politic and corporate and an instrumentality of the State, and its successors and assigns. "Authorized Municipality Representative" means any person authorized pursuant to a resolution of the governing body of the Municipality to perform any act or execute any document relating to the Loan, or this Loan Agreement. "Bonds" means the Kansas Development Finance Authority, Kansas Public Water Supply Revolving Loan Fund Revenue Bonds, issued in one or more series, pursuant to Master Bond Resolution No. 106, and supplements thereto. "Code" means the Internal Revenue Code of 1986, and amendments thereto, and any applicable regulations thereunder promulgated by the Department of the Treasury. "Dedicated Source of Revenue" shall have the meaning ascribed thereto in Exhibit B attached hereto. "EPA" means the Environmental Protection Agency of the United States, its successors and assigns. "Event of Default" means any occurrence of the following events: (a) failure by the Municipality to pay, or cause to be paid, any Loan Repayment required to be paid hereunder when due; 2 (b) failure by the Municipality to observe and perform any duty, covenant, obligation or agreement on its part to be observed or performed under this Loan Agreement, other than as referred to in paragraph (a) of this Section, which failure shall ·continue for a period of thirty (30) days after written notice, specifying such failure and requesting that it be remedied, is given to the Municipality by KDHE, unless KDHE shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in such notice is correctable but cannot be corrected within the applicable period KDHE may not unreasonably withhold its consent to an extension of such time up to 90 days from the delivery of the written notice referred to above if corrective action is instituted by the Municipality within the applicable period and diligently pursued until the Event of Default is corrected; (c) failure by the KDHE to observe and perform any duty, covenant, obligation or agreement on its part to be observed or performed under this Agreement which shall continue for a period of thirty (30) days after written notice, specifying such failure and requesting that it be remedied, is given to KDHE by the Municipality, unless the Municipality shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in such notice is correctable but cannot be corrected within the applicable period the Municipality may not unreasonably withhold its consent to an extension of such time up to 90 days from the delivery of the written notice referred to above if corrective action is instituted by KDHE within the applicable period and diligently pursued until the Event of Default is corrected; ( d) any representation made by or on behalf of the Municipality contained in this Loan Agreement, or in any instrument furnished in compliance with or with reference to this Loan Agreement or the Loan, is intentionally false or misleading in any material respect; ( e) any representation made by or on behalf of KDHE contained in this Agreement, or in any instrument furnished in compliance with or with reference to this Agreement, is intentionally false or misleading in any material respect; (f) a petition is filed by or against the Municipality under any federal or state bankruptcy or insolvency law or other similar law in effect on the date of this Loan Agreement or thereafter enacted, unless in the case of any such petition filed against the Municipality, such petition shall be dismissed within thirty (30) days after such filing and such dismissal shall be final and not subject to appeal; (g) the Municipality shall generally fail to pay its debts as such debts become due; (h) failure of KDHE to promptly pay any Project Costs when reasonably requested to do so by the Municipality pursuant to Section 2. 03 hereof. "Existing Revenue Obligation" means any obligation for the payment of money undertaken by the Municipality which is payable from or secured by a pledge of, or lien upon, the System Revenues existing or outstanding at the time of execution and delivery of this Loan Agreement by the Municipality. "Federal Act" means the Safe Drinking Water Act, including the Safe Drinking Water Act Amendments of 1996 [PL 104-182] thereto. "FIAC" means the Financial Integrity · Assurance Contract, among KDHE, the Authority, KR WF A and the Municipality, the form of which is attached hereto as Exhibit I. "FIAC Origination Fee" means the fee charged by KDHE to implement the FIAC, which shall be an amount equal to 1.0% of the original principal amount of the Loan if such FIAC is entered into in 3 conjunction with the execution of this Loan Agreement, or if the FIAC is entered into after the Municipality commences the Loan Repayments, an amount equal to 1.0% of the outstanding principal amount of the Loan as of the effective date of the FIAC. "GAAP" means generally accepted accounting principles as applicable to municipal utility systems. "Green Project Reserve" means the requirement from Public Law 111-88 indicating that to the extent there are sufficient eligible project applications, 20 % of the funds awarded to the KPWSLF from Public Law 111-88 shall be used by for projects to address green infrastructure, water or energy efficiency improvements, or other environmentally innovative activities. "Indebtedness" means any financial obligation of the Municipality evidenced by an instrument executed by the Municipality, including this Loan, Existing Revenue Indebtedness, Additional Revenue Indebtedness, general obligation bonds or notes, lease or lease-purchase agreement or similar financial transactions. "KDHE" means the Kansas Department of Health and Environment or its successors in interest. "KRWFA" means the Kansas Rural Water Finance Authority. "Loan" means the loan made by KDHE to the Municipality to finance or refinance a portion of the Project Costs pursuant to this Loan Agreement. "Loan Act" means the Constitution and laws of the State of Kansas, including particularly K.S.A. 65-163d through 65-163u inclusive, as amended and supplemented. "Loan Agreement" means this Loan Agreement, including the Exhibits attached hereto, as it may be supplemented, modified or amended from time to time in accordance with the terms hereof. "Loan Origination Fee" means a fee charged by KDHE to originate the Loan pursuant to this Loan Agreement, which shall be an amount equal to 0.25% of the original principal amount of the Loan, as adjusted in accordance with the provisions of Section 2. 01 hereof. "Loan Repayments" means the payments payable by the Municipality pursuant to Section 2.05 of this Loan Agreement. "Loan Terms" means the terms of this Loan Agreement provided in Article II hereof. "Municipal Fiscal Year" means the twelve-month period ending on December 31 of each year. "Municipality" means Salina, Kansas, its successors and assigns. "Pledge Agreement" means the Pledge Agreement between the Authority and KDHE, dated as of November 1, 1997, and any agreement or agreements amendatory or supplemental thereto. "Project" means the acquisition, design; construction, improvement, repair, rehabilitation or extension of the System described in Exhibit A hereto, which constitutes a project pursuant to the Loan Act for which KDHE is making a Loan to the Municipality pursuant to this Loan Agreement. 4 "Project Costs" means all costs or expenses which are necessary or incident to the Project and which are directly attributable thereto, including, but not limited to: (a) costs of any Loan reserves; (b) interest on the Loan during the construction of the Project; ( c) principal of and interest on any temporary financing obligations issued by the Municipality to pay Project Costs incurred for contracts entered into on or after August 6, 1996; and ( d) financing· and administrative costs associated with the Loan Agreement. "Public Water Supply System" means a system for the provision to the public of piped water for human consumption, if such system has at least ten (10) service connections or regularly serves an average of at least twenty-five (25) individuals daily at least sixty (60) days out of the year, and as further defined in K.S.A. 65-162a, and amendments thereto. "Rating Agency" means Moody's Investors Service, Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Fitch Investors Service, Inc., and any other nationally recognized securities rating agency designated by the Authority. "Regulations" means Kansas Administrative Regulations (K.A.R.) 28-15-50 to 28-15-65, and any amendments thereto promulgated by KDHE pursuant to the Loan Act. "Revolving Fund" means the Kansas Public Water Supply Loan Fund established by the Loan Act. "SEC Rule" means Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as may be amended from time to time or such other similar rule regarding disclosure of information in securities transactions. "Secretary" means the Secretary of KDHE "State" means the State of Kansas, acting, unless otherwise specifically indicated, by and through KDHE, and its successors and assigns. "System" means the water system of the Municipality, as the same may be modified or enlarged from time to time, including the Project described in Exhibit A, for which the Municipality is making the borrowing under this Loan Agreement, which constitutes or includes a Public Water Supply System. "System Revenues" means all revenues derived by the Municipality from the ownership and operation of the System. Section 1.02. Rules of Interpretation. (a) Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. (b) 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. (c) All references in this Loan Agreement to designated "Articles," "Sections" and other subdivisions are, unless otherwise specified, to the designated Articles, Sections and subdivisions of this Loan Agreement as originally executed. The words "herein," "hereof," "hereunder" and other words of 5 similar import refer to this Loan Agreement as a whole and not to any particular Article, Section or other subdivision. (d) The Table of Contents and the Article and Section headings of this Loan Agreement shall not be treated as a part of this Loan Agreement or as affecting the true meaning of the provisions hereof. ARTICLE II LOAN TERMS Section 2.01. Amount of the Loan. Subject to all of the terms, provisions and conditions of this Loan Agreement, and subject to the availability of State and Federal funds and proceeds of Bonds, KDHE will loan an amount not to exceed $4,250,000.00 to the Municipality to pay all or a portion of the Project Costs for the Project described in Exhibit A hereto. The final actual amount of the Loan may be reduced without revision of any other terms, provisions or conditions of this Loan Agreement, other than the Loan Repayment Schedule (Exhibit B hereto), to reflect reductions in the estimated or actual total Project Costs as impacted by opening of bids for construction, change orders, final actual costs, and prepayments. The Municipality shall be responsible for any costs incurred by the Municipality in connection with the Project in excess of the amount of the Loan. Any amendment to Exhibit B shall be effected by written amendment to the Loan Agreement executed by all parties. Section 2.02. Interest Rate. The interest rate on the loan shall be 2.78% per annum, which shall be assessed on the unpaid principal balance to be paid as set out in the Loan Repayment Schedule, Exhibit B hereto. This interest rate consists of a net loan interest rate, and a service fee, as described in Exhibit B. Any subsequent revision to the amount of the Loan or Exhibit B hereto shall not change the gross interest rate on the Loan. Section 2.03. Disbursement of Loan Proceeds. (a) Subject to the conditions described in this Section, KDHE agrees to disburse the proceeds of the Loan during the progress of the Project for Project Costs. Requests for disbursement may be submitted by the Municipality (in substantially the form attached hereto as Exhibit E), not more than once per month, in accordance with the procedures set forth by KDHE. Any request for disbursement must be supported by proper invoices and a certificate of the Authorized Municipality Representative to the effect that all representations made in this Loan Agreement remain true as of the date of the request and, based upon that information then available to such person, no adverse developments affecting the financial condition of the Municipality or its ability to complete the Project or to repay the Loan have occurred. The Municipality may request disbursement for the following Project Costs: (1) any eligible planning/design costs incurred prior to execution of this Loan Agreement (initial disbursement request only); (2) disbursement for eligible Project Costs if such Project Costs have been incurred and are due and payable to Project contractors (actual payment of such Project Costs by the Municipality is not required as a condition of the payment request); or 6 (3) interest becoming due on the Loan prior to the initial scheduled payment of principal; (4) the amount of the Loan Origination Fee, if not paid from Municipality funds; (5) the principal of and interest on any temporary financing obligations issued by the Municipality to pay Project Costs incurred for contracts entered into on or after August 6, 1996; and (6) the amount of the FIAC Origination Fee, if not paid from Municipality funds. (b) KDHE shall not be under any obligation to disburse any Loan proceeds to the Municipality under this Loan Agreement unless: (1) there are moneys available in the Revolving Fund to fund the Loan, as determined solely by KDHE; (2) the Municipality shall certify to KDHE that it has funds available to pay for that portion of the Project Costs not eligible (pursuant to the Loan Act or the Federal Act) to be funded under this Loan Agreement; (3) no Event of Default by the Municipality shall have occurred and be continuing; and ( 4) the Municipality continues to maintain reasonable progress towards completion of the Project. Section 2.04. Schedule of Compliance; Completion of Project. (a) The Municipality agrees to complete the Project in accordance with the Conditions Applicable to Construction of the Project set forth in Exhibit C attached hereto. (b) The completion of the construction of the Project shall be evidenced to KDHE by a certificate signed by the Authorized Municipality Representative stating: (1) that the construction of the Project has been completed in accordance with the plans and specifications therefore; and (2) that all Project Costs have been paid, except Project Costs the payment of which is not yet due or is being retained or contested in good faith by the Municipality. Such certificate shall be given not later than the date established by KDHE, which shall be approximately the date that the Project is capable of being placed into operation by the Municipality. Notwithstanding the foregoing, such certificate shall state that it is given without prejudice to any rights against third parties which exist at the date of such certificate or which may subsequently come into being. Section 2.05. Repayment of the Loan. (a) Loan Repayments. The Municipality shall pay to KDHE, on or before the due dates, installments of principal and interest on the Loan in accordance with Exhibit B attached hereto, until the Loan has been paid in full. Installments of principal and interest on the Loan shall be computed and paid in accordance with the Loan Repayment Schedule on Exhibit B as in effect at any time under this Loan Agreement. Notwithstanding any other provision of this Loan Agreement, the first payment of principal and interest due on the Loan shall be made the earlier of two years after receipt by the Municipality of the 7 first disbursement under the Loan or one year after Project completion. The final installment of principal under the Loan shall be fully repaid not later than 20 years after Project completion. (b) Prepayment of the Loan. The Municipality may prepay the outstanding principal of the Loan, in whole, or in part, at any time, without penalty, upon giving 60 days written notice to KDHE of its intent to so prepay , such notice shall indicate the actual source of funds that will be used to make the prepayment (specifically proceeds from a tax exempt bond issue, proceeds from a taxable bond issue, cash on hand, or some other instrument); provided, however, a partial prepayment may be made only if the prepayment amount is the greater of 10% of the original principal amount of the Loan or $50,000. A new Exhibit B will be prepared by KDHE following receipt of any acceptable partial prepayment, reamortizing the remaining principal amount over the remaining term of the Loan. Section 2.06. Additional Payments. The Municipality shall pay as Additional Payments the following amounts: (a) The FIAC Origination Fee (if applicable), if the same was not paid from proceeds of the Loan. (b) Any amounts required to be paid' by the Authority to the United States of America as arbitrage rebate, arising due to the Municipality's failure to expend proceeds of the Loan at the times certified to KDHE by the Municipality, that result in arbitrage rebate liability for the Authority, but only to the extent that the funds in the Rebate Fund established by the Master Resolution are insufficient to make such payments; and. ( c) All other payments of whatever nature which the Municipality has agreed to pay or assume hereunder. Section 2.07. Financial Integrity Assurance Contract. In accordance with the powers granted to the Secretary in the Loan Act, the Secretary may require at any time during the term of this Loan Agreement the execution of a FIAC by the Municipality; provided the Secretary shall not make such requirement so long as the Municipality maintains a financial rating on its general obligation bonds or Additional Revenue Obligations of not less than the lowest category of "A" from any Rating Agency. In addition, the Municipality may elect to execute a FIAC prior to the funding of the Loan or at any time during the term of this Loan Agreement. In either instance, the Municipality and the Secretary hereby agree to execute such document in substantially the form attached hereto as Exhibit I. The provider of contract services under the FIAC shall be compensated by KDHE from proceeds of the FIAC Origination Fee; the Municipality shall have no further obligation for fees to KDHE under the FIAC. The Municipality will cooperate fully with any recommendations and requirements imposed by the FIAC provider. ARTICLE III REPRESENTATIONS AND COVENANTS OF MUNICIPALITY Section 3.01. Representations of the Municipality. The Municipality makes the following representations: (a) Organization and Authority . . 8 ( 1) The Municipality is a municipal corporation duly created and validly existing under and pursuant to the constitution and statutes of the State. (2) The Municipality has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its System, to carry on its activities relating thereto, to execute and deliver this Loan Agreement, to undertake and complete the Project, and to carry out and consummate all transactions contemplated by this Loan Agreement. (3) The Ordinance (adopted substantially in the form attached hereto as Exhibit F) and other proceedings of the Municipality's governing body approving this Loan Agreement and authorizing its execution, issuance and delivery on behalf of the Municipality, and authorizing the Municipality to undertake and complete the Project have been duly and lawfully adopted. ( 4) This Loan Agreement has been duly authorized, executed and delivered on behalf of the Municipality, and, constitutes the legal, valid and binding obligation of the Municipality enforceable in accordance with its terms. (b) Full Disclosure. To the best knowledge of the Municipality, there is no fact that the Municipality has not disclosed to KDHE in writing on the Municipality's application for the Loan or otherwise that materially adversely affects or that will materially adversely affect the properties, activities, or its System, or the ability of the Municipality to make all Loan Repayments and otherwise observe and perform its duties, covenants, obligations and agreement under this Loan Agreement. (c) Non-Litigation. There is no controversy, suit or other proceeding of any kind pending or threatened wherein or whereby any question is raised or may be raised, questioning, disputing or affecting in any way: (1) the legal organization of the Municipality; (2) its boundaries; (3) the right or title of any of its officers to their respective offices; (4) the legality of any official act taken in connection with obtaining the Loan; (5) the constitutionality or validity of the indebtedness represented by the Loan Agreement; ( 6) any of the proceedings had in relation to the authorization or execution of this Loan Agreement; (7) the collection of revenues of the System; (8) the levy and collection of unlimited ad valorem taxes to pay the principal of and interest on the Loan; or (9) the ability of the Municipality to make all Loan Repayments or otherwise observe and perform its duties, covenants, obligations and agreements under this Loan Agreement. (d) Compliance with Existing Laws and Agreements. To the best knowledge of the Municipality, the authorization, execution and delivery of this Loan Agreement by the Municipality, and the performance by the Municipality of its duties, covenants, obligations and agreements thereunder will not result in any breach of any existing law or agreement to which the Municipality is a party. (e) No Defaults. No event has occurred and no condition exists that would constitute an Event of Default. The Municipality is not presently aware of any violation of any agreement which would materially adversely affect the ability of the Municipality to make all Loan Repayments or otherwise observe and perform its duties, covenants, obligations and agreements under this Loan Agreement. (f) Compliance with Law. The Municipality has, to the best of the Authorized Municipality's Representative's knowledge: (1) complied with all laws, ordinances, governmental rules and regulations to which 9 it is subject, including, without limitation, any public hearing or public notice requirements or environmental review requirements contained in the Loan Act, the Regulations and the Federal Act, the failure to comply with which would materially adversely affect the ability of the Municipality to conduct its activities, enter into this Loan Agreement or undertake or complete the Project; and (2) obtained all licenses, permits, franchises or other governmental authorizations presently necessary for the ownership of its property which, if not obtained, would materially adversely affect the ability of the Municipality to complete the Project or operate the Project. (g) Use of Loan Proceeds. The Municipality will apply the proceeds of the Loan as described in Exhibit D: (1) to finance or refinance a portion of the Project Cost; and (2) where applicable, to reimburse the Municipality for a portion of the Project Costs, which portion was paid or incurred in anticipation of reimbursement by KDHE as a result of contracts entered into on or after to August 6, 1996 and is eligible for such reimbursement pursuant to the Regulations and the Code. (h) Project Costs. The Municipality certifies that the Project Costs, as listed in Exhibit D, is a reasonable and accurate estimation and, upon direction of KDHE, will supply the same with a certificate from its consulting engineer stating that such Costs are reasonable and accurate estimations, taking into account investment income to be realized during the course of construction of the Project, if any, and other lawfully available money that would, absent the Loan, have been used to pay the Project Costs. Section 3,02. Particular Covenants of the Municipality. (a) Dedicated Source of Revenue for Repayment of the Loan. The Municipality hereby establishes the Dedicated Source of Revenue described on Exhibit B attached hereto, which Dedicated Source of Revenue is hereby pledged to the Loan Repayments, Additional Payments and all other obligations of the Municipality under this Loan Agreement. (b) Performance Under Loan Agreement. The Municipality covenants and agrees in the performance of its obligations under this Loan Agreement: · (1) to comply with all applicable State and federal laws, rules and regulations (including, but not limited to the conditions set forth in Exhibit C hereto) as are applicable to this Loan Agreement; and (2) to cooperate with KDHE in the observance and performance of the respective duties, covenants, obligations and agreements of the Municipality and KDHE under this Loan Agreement (including, without limitation the requirements contained in Exhibit C hereto). (c) and agrees: Completion of Project and Provision of Moneys Therefore. The Municipality covenants (1) to exercise its best efforts in accordance with prudent utility practice to complete the Project and to so accomplish such completion on or before the estimated Project completion date set forth in Exhibit C hereto; and 10 (2) to provide, from its own financial resources, all moneys, in excess of the total amount of proceeds it receives under the Loan, required to complete the Project. (d) Delivery of Documents and Payment of Fees. Concurrently with the delivery of this Loan Agreement and the closing of the Loan, the Municipality will cause to be delivered to KDHE: ( 1) fully executed counterparts of this Loan Agreement; (2) copies of the ordinance of the governing body of the Municipality authorizing the execution and delivery of this Loan Agreement, certified by an Authorized Municipality Representative, which shall be in substantially the form attached hereto as Exhibit F together with an affidavit of publication thereof in the official newspaper of the Municipality; (3) an opinion of the Municipality's counsel substantially in the form set forth in Exhibit G attached hereto; (4) a fully executed FIAC, if required by the Secretary, or desired by the Municipality; (5) payment of the FIAC Origination Fee, if applicable, if not included in the principal amount of the Loan; (6) payment of the Loan Origination Fee, if not included in the principal amount of the Loan; and (7) such other certificates, documents, opinions and information as KDHE may reasonably require. ( e) Operation and Maintenance of System. The Municipality covenants and agrees that it shall, in accordance with prudent public water supply utility practice: (1) at all times operate System in an efficient manner in accordance with applicable laws and regulations; (2) maintain its System, making all necessary and proper repairs, renewals, replacements, additions, betterments and improvements necessary to maintain its System in good repair, working order and operating condition; (3) implement any modification of the rates fees and charges for use of the System that comprise the Dedicated Source of Revenues as the Secretary may require to ensure repayment of the Loan in accordance with the provisions of the Loan Act; and (4) take such other action as the Secretary may require in accordance with powers granted to the Secretary under the Loan Act and the Regulations. (t) Disposition of System. The Municipality shall not sell, lease or otherwise transfer ownership of all or substantially all of its System without the consent of the Secretary. The Municipality shall provide the Secretary with ninety (90) days' prior written notice to KDHE of such sale, lease or transfer. No such sale, lease or transfer shall be effective unless compliance is with the provisions of 11 Section 4. 02 hereof, assuming such sale, lease or transfer is deemed to be an assignment for the purposes of such Section. The provisions of this paragraph shall not be construed to prohibit the lease of portions of the System by the Municipality in connection with a lease-purchase transaction to finance improvements to the System; provided that a termination or an event of default by the Municipality under such arrangement shall not have a material adverse effect on the Municipality's Dedicated Source of Revenues. (g) Records and Accounts. (1) The Municipality shall keep accurate records and accounts for its System (the "System Records"), separate and distinct from its other records and accounts (the "General Accounts"). Such System Records shall be audited annually by an independent certified public accountant or firm of independent certified public accountants, in accordance with generally accepted auditing standards, if municipal aggregate annual gross receipts are in excess of $275,000 or if the municipality has outstanding debt in excess of $275,000. Such audit may be a part of the single agency audit made in accordance with the Federal Single Audit Act of 1984, 0MB Circular No. A-133, Audits of States, Local Governments, and Non-profit Organizations as amended in 1996 and 2003 and as may be further amended and revised. Such System Records and General Accounts shall be made available for inspection by KDHE at any reasonable time, and a copy of the Municipality's annual audit, including all written comments and recommendations of such accountant, shall be furnished to KDHE within 210 days of the close of the Municipal Fiscal Year being so audited. Such audit report shall be prepared in accordance with subsection (g)(2) hereof, unless the Municipality has received a waiver from such requirement as permitted by state law pursuant to K.S.A. 75-1120a. (2) The Municipality shall maintain Project accounts in accordance with generally accepted government accounting standards defined in the Government Accounting, Auditing, and Financial Reporting Manual (1994 Ed.), or any revised edition, issued by the Government Finance Officers Association. The financial information shall be prepared in accordance with generally accepted accounting principles (GAAP) for state and local governments. (h) Inspections. The Municipality shall permit the EPA, KDHE and any party designated by KDHE to examine, visit and inspect, at any and all reasonable times, the property, if any, constituting the Project, and to inspect and make copies of any accounts, books and records, including (without limitation) its records regarding receipts, disbursements, contracts, investments and any other matters relating thereto and to its financial standing, including the System Records and General Accounts, and shall supply such reports and information as the EPA and KDHE may reasonably require in connection therewith. (i) Financial Information. The Municipality specifically agrees to provide to KDHE a reasonable number of copies of such financial information and operating data of the Municipality and the System, to the extent necessary for KDHE to comply with its continuing disclosure obligations set forth in the SEC Rule and the Pledge Agreement. Such financial information shall be accompanied by an audit report prepared in accordance with the provisions of subsection (g)(l) hereof. Any such requested financial information and operating data shall be supplied within 210 days after the end of the Municipal Fiscal Year. Such requirement may be satisfied by submitting the Municipality's comprehensive annual financial report (CAFR) and/or annual report of its System unless KDHE notifies the Municipality of the need for additional information. If an audit is required to be prepared, but is not available within 210 days of the end of the Municipal Fiscal Year, unaudited financial information shall be provided to KDHE pending receipt of the audit report. In addition , the Municipality shall provide KDHE with prompt notification of the occurrence of certain material events. For purposes of this paragraph, "material event" shall mean: (a) principal and interest payment delinquencies on any Indebtedness; (b) non-payment 12 related defaults in agreements authorizing any Indebtedness; ( c) rating changes on any Indebtedness; ( d) adverse tax opinions or events affecting the tax-exempt status of any Indebtedness; or (e) unscheduled draws on debt service reserves or credit enhancements on any Indebtedness reflecting financial difficulties. (i) Insurance. The Municipality will carry and maintain such reasonable amount of all-risk insurance on all properties and all operations of its System as would be carried by similar municipal operators of Systems, insofar as the properties are of an insurable nature. The Municipality also will carry general liability insurance in amounts not less than the maximum liability of a governmental entity for claims arising out of a single occurrence, as provided by the Kansas Tort Claims Act, KS.A. 75-6101 et seq., or other similar future law (currently $500,000 per occurrence). (k) Notice of Material Adverse Change. The Municipality shall promptly notify KDHE of any material adverse change in the activities, prospects or condition (financial or otherwise) of the System, or in the ability of the Municipality to make all Loan Repayments and otherwise observe and perform its duties, covenants, obligations and agreements under this Loan Agreement. (1) Additional Covenants and Requirements. The parties hereto acknowledge that this Loan Agreement may be assigned or pledged to secure Bonds or other financings of the Authority. Should it be necessary to modify any covenants or obtain or enhance the security of the Bonds or other financings, the parties agree to take all reasonable actions and make reasonable covenants and agreements necessary to accomplish such purpose to the extent permitted by applicable laws. The parties hereto acknowledge that in conjunction with the issuance of or providing security for any Bonds or other financings, KDHE reserves the right to obtain municipal bond insurance or any other form of credit enhancement with respect to this Loan Agreement. The Municipality acknowledges that the decision to obtain any such municipal bond insurance or other credit enhancement shall be at the sole discretion of KDHE and the Authority. The costs of obtaining such credit enhancement and related costs shall be borne by Revolving Fund. The municipality shall cooperate with KDHE, the Authority and any provider of such credit enhancement with respect to furnishing financial information required by subsections (g) and (i) of this section, or any other relevant information or operating data of the System reasonably necessary to obtain such credit enhancement or comply with the provisions thereof on an ongoing basis so long as this Loan Agreement is in effect. ARTICLE IV ASSIGNMENT Section 4.01. Assignment and Transfer by KDHE. The Municipality hereby approves and consents to any assignment or transfer of this Loan Agreement that KDHE deems necessary in connection with the operation and administration of the Revolving Fund. The Municipality hereby specifically approves the assignment and pledging of the Loan Repayments and Additional Payments to the Authority, and the Authority's pledging of all or a portion of the same to the Bonds. Section 4.02. Assignment by the Municipality. This Loan Agreement may not be assigned by the Municipality for any reason, unless the following conditions shall be satisfied: (a) KDHE and the Authority shall have approved said assignment in writing; 13 (b) the assignee is a city, county, township, water district, improvement district or other political subdivision of the State or any combination thereof; ( c) the assignee shall have expressly assumed in writing the full and faithful observance and performance of the Municipality's duties, covenants, and obligations under this Loan Agreement; provided, however, such assignment shall not relieve the Municipality of its duties, covenants, and obligations under this Loan Agreement; ( d) the assignment will not adversely impact KDHE's ability to meet its duties, covenants and obligations under the Authority under the Pledge Agreement, nor may the sale endanger the exclusion from gross income for federal income tax purposes of the interest on the Bonds; and ( e) the Municipality shall, at its expense, provide KDHE and the Authority with an opinion of a qualified attorney that each of the conditions set forth in subparagraphs (b), (c), and (d) hereof have been met. ARTICLEV DEFAULT AND REMEDIES Section 5.01. Notice of Default. If an Event of Default shall occur, the non-defaulting party shall give the party in default and the Authority prompt telephonic notice of the occurrence of such Event of Default, provided the non-defaulting party has knowledge of such Event of Default. Such telephonic notice shall be immediately followed by written notice of such Event of Default given in the manner set forth in Section 6.01 hereof. Section 5.02. Remedies on Default. Whenever an Event of Default shall have occurred and be continuing, KDHE or the Municipality shall have the right to take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and to become due or to enforce the performance and observance of any obligation or agreement of KDHE or the Municipality (including, without limitation, withholding remaining Loan disbursements, cancellation of the Loan Agreement and acceleration of the remaining scheduled principal payments set forth on Exhibit B, or such other remedies provided to the Secretary in the Loan Act and the Regulations. Section 5.03. Expenses. (a) Upon the occurrence of an Event of Default on the part of the Municipality, and to the extent permitted by law, the Municipality shall, on demand, pay to KDHE the reasonable fees and expenses incurred by KDHE in the collection of L·oan Repayments or any other sum due hereunder or in the enforcement of performance or observation of any other duties, covenants, obligations or agreements of the Municipality contained herein. Prior to incurring any such expenses, KDHE shall provide written notice to the Municipality that it intends to incur such expenses; provided, however, a failure by KDHE to give such notice shall not affect KDHE's right to receive payment for such expenses. Upon request by the Municipality, KDHE shall provide copies of statements evidencing the fees and expenses for which KDHE is requesting payment. (b) Upon the occurrence of an Event of Default on the part of KDHE, and to the extent permitted by law and availability of appropriated funds by the Kansas Legislature, KDHE shall, on demand, pay to the Municipality the reasonable fees and expenses incurred by the in Municipality in the 14 enforcement of performance or observation of any other duties, covenants, obligations or agreements of KDHE contained herein. Prior to incurring any such expenses, the Municipality shall provide written notice to KDHE that it intends to incur such expenses; provided, however, a failure by the Municipality to give such notice shall not affect the Municipality's right to receive payment for such expenses. Upon request by KDHE, the Municipality shall provide copies of statements evidencing the fees and expenses for which the Municipality is requesting payment. . Section 5.04. Application of Moneys. Any moneys collected by KDHE pursuant to Section 5. 02 hereof shall be applied: ( a) first, to pay interest on the Loan as the same becomes due and payable; (b) second, to pay principal due and payable on the Loan; ( c) third, to pay expenses owed by the Municipality pursuant to Section 5.03 hereof; and (d) fourth, to pay any other amounts due and payable hereunder as such amounts become due and payable. Section 5.05. No Remedy Exclusive; Waiver; Notice. No remedy herein conferred upon or reserved to the Parties hereto is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Loan Agreement or now or hereafter existing at law or in equity. The parties hereto, in good faith, shall exercise such remedies with due diligence in a timely manner, however, no delay or omission to exercise any right, remedy or power accruing upon any Event of Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, but any such right, remedy or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the parties hereto to exercise any remedy reserved to them in this Article, it shall not be necessary to give any notice, other than such notice as may be required in this Article V. Section 5.06. Retention of Rights. Notwithstanding any assignment or transfer of this· Loan Agreement pursuant to the provisions hereof, or anything else to the contrary contained herein, the parties hereto shall have the right upon the occurrence of an Event of Default to take any action, including (without limitation) bringing an action against the defaulting party at law or in equity, as such party may, in its discretion, deem necessary to enforce the obligations of the defaulting party pursuant to this Loan Agreement. Section 5.07. Financial and Management Review. Upon failure of the Municipality to pay one or more installments of the Loan Repayments in a timely manner, or in the event that the Secretary deems it advisable or necessary, the Secretary, after consultation with the governing body of the Municipality, require the Municipality to undergo a financial and management operations review or to enter into a FIAC if permitted in accordance with Section 2. 07 hereof. The governing body shall correct any deficiencies noted during such review and adopt charges or surcharges as may be required by the Secretary during the term of this Loan Agreement. ARTICLE VI MISCELLANEOUS Section 6.01. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when: (a) hand delivered; (b) mailed by registered or certified United States mail, postage prepaid; or ( c) via telefax, with confirmation in the manner set forth in subsection (b), to the parties hereinafter set forth at the following addresses: 15 (1) to KDHE: Department of Health and Environment 1000 SW Jackson -Suite 420 Topeka, Kansas 66612 Attention: Bureau of Water with a copy to its General Counsel (2) to the Authority: Kansas Development Finance Authority 555 S. Kansas Avenue, Suite 202 700 S.W. Jackson Topeka, Kansas 66603 Attention: President, with a copy to its General Counsel (3) to the Municipality: at the address set forth on Exhibit H. All notices given by telefax as aforesaid shall be deemed given as of the date of evidence of receipt thereof by the recipient. All notices given by registered or certified mail as aforesaid shall be deemed duly given as of the date they are so deposited in the United States Postal Service, if postage is prepaid. Any of the foregoing parties may designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent, by notice in writing given to the others. Section 6.02. Binding Effect. This Loan Agreement shall inure to the benefit of and shall be binding upon KDHE and the Municipality and their respective successors and assigns. Section 6.03. Severability. In the event any provision of this Loan Agreement shall be held illegal, invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate, render unenforceable or otherwise affect any other provision hereof. Section 6.04. Amendments, Supplements and Modifications. This Loan Agreement may not be amended, supplemented or modified without the prior written consent of the Authority. Section 6.05. Execution in Counterparts. This Loan Agreement may be executed in several counterparts, each of which shall be deemed to be an original and all of which shall constitute but one and the same instrument. Section 6.06. Governing Law and Regulations. This Loan Agreement shall be governed by and construed in accordance with the laws of the State, including the Loan Act and the Regulations which Regulations are, by this reference thereto, incorporated herein as a part of this Loan Agreement. 16 Section 6.07. Consents and Approvals. Whenever the written consent or approval of the State shall be requi red under the provisions of this Loan Agreement, such consent or approval may only be given by the Secretary. Section 6.08. Further Assurances. The Municipality shall, at the request of KDHE, author.ize, execute, acknowledge and deliver such further resolutions, conveyances, transfers, assurances financing statements and other instruments as may be reasonably necessary or desirable for better assuring, conveying, granting assigning and confirming the rights, security interests and agreements granted or intended to be granted by this Loan Agreement. [BALANCE OF THIS PAGE HA VE BEEN INTENTIONALLY LEFT BLANK] 17 IN WITNESS WHEREOF, KDHE and the Municipality have caused this Loan Agreement to be executed, sealed and delivered, effective as of the date above first written. ~\~'"::); ··•·: .. ":::.. ~ Kir.J •••'••*••·. ' ,.,-# ·-·· • ·~· THE KANSAS DEPARTMENT OF HEALTH AND ENVIRONMENT, acting on behalf of THE STATE OF KANSAS ansas Department of Health and Environment Date: 1//b (( Y ····•-• ... "" .. (Se /'~p..GANIZ£;·. ~. 1870 . .... ....e.... .. ... . . .. ,,. ... ..... .... Date: 2.j ID\ZDN ATTEST: I By: ~.wi.LJ kj (U1 ~·, Wic~~ (Printed Name) Title: Clerk By: -·~...._._......'!lffA~A=-=----=-------/;:.\ I'\ 0 lA,.. ~----------'---- Robert~ '1~ Secretary "KDHE" SALINA, .{{A.NSAS Title: _M_.___._a"'""'-Y-~~b~<--------- 18 EXHIBIT A DESCRIPTION OF THE PROJECT Replace distribution piping (Phase 6 and 7). A-1 EXHIBITB DEDICATED SOURCE OF REVENUES AND LOAN REPAYMENT SCHEDULE Dedicated Source of Revenue. The Municipality shall impose and collect such rates, fees and charges for the use and services furnished by or through the System, including all improvements and additions thereto hereafter constructed or acquired by the Municipality as will provide System Revenues sufficient to (a) pay the cost of the operation and maintenance of the System, (b) pay the principal of and interest on the Loan as and when the same become due, ( c) pay all other amounts due at any time under the Loan Agreement, and ( d) pay the principal of and interest on Additional Revenue Obligations as and when the same become due; provided, however, the pledge of the System Revenues contained herein (i) shall be subject to reasonable expenses of operation and maintenance of the System, and (ii) shall be junior and subordinate in all respects to the pledge of System Revenues to any Additional Revenue Obligations. In the event that the System Revenues are insufficient to meet the obligations under the Loan and the Loan Agreement, the Municipality shall levy ad valorem taxes without limitation as to rate or amount upon all the taxable tangible property, real or personal, within the territorial limits of the Municipality to produce the amounts necessary for the prompt payment of the obligations under the Loan and Loan Agreement. Loan Repayment Schedule. The Municipality and KDHE have agreed that interest becoming due semiannually on the Loan during the construction period for the Project may be capitalized and repaid as a part of the Loan. In this regard, KDHE shall give the Municipality written notice of each semiannual installment of interest becoming due during the construction period. At its option, the Municipality may elect to pay such amounts, and if so elected, must pay such amounts within 30 days of receipt of the notice of their becoming due. If the Municipality does not elect to pay such amounts within 30 days of receipt of such notice, the amount then due and owing as semiannual interest on the Loan shall be capitalized and added to the principal amount of the Loan and shall bear interest at the rate of interest set forth in Section 2. 02 hereof. B-1 KANSAS PUBLIC WATER SUPPLY LOAN FUND Project Principal: 4,239,375.00 Interest During Const.: 0.00 ESTIMATED Draws -Actual Interest Rate Service Fee During Const.: 0.00 Amortization of Loan Costs Loan Origination Fee: 10,625.00 Loan Reserve Account: 0.00 Prepared for: Financial Integrity Assurance Contract: 0.00 City of Salina, Project No. 2841 Gross Loan Costs: 4,250,000.00 Gross Rate: 2.78% Service Fee Rate: 0.35% 1st Payment Date: 2/1/2016 1/9/2014 Loan Interest Rate: 2.43% Number of Payments: 40 Payment Payment Beginning Interest Principal Service Total Ending Number Date Balance Payment Payment Fee Payment Balance 1 2/1/2016 4,250,000.00 51,637.50 80,153.82 7,437.50 139,228.82 4,169,846.18 2 8/1/2016 4,169,846.18 50,663.63 81,267.96 7,297.23 139,228.82 4,088,578.22 3 2/1/2017 4,088,578.22 49,676.23 82,397.58 7,155.01 139,228.82 4,006,180.64 4 8/1/2017 4,006,180.64 48,675.09 83,542.91 7,010.82 139,228.82 3,922,637.73 5 2/1/2018 3,922,637.73 47,660.05 84,704.15 6,864.62 139,228.82 3,837,933.58 6 8/1/2018 3,837,933.58 46,630.89 85,881.55 6,716.38 139,228.82 3,752,052.03 7 2/1/2019 3,752,052.03 45,587.43 87,075.30 6,566.09 139,228.82 3,664,976.73 8 8/1/2019 3,664,976.73 44,529.47 88,285.64 6,413.71 139,228.82 3,576,691.09 9 2/1/2020 3,576,691.09 43,456.80 89,512.81 6,259.21 139,228.82 3,487,178.28 10 8/1/2020 3,487,178.28 42,369.22 90,757.04 6,102.56 139,228.82 3,396,421.24 11 2/1/2021 3,396,421.24 41,266.52 92,018.56 5,943.74 139,228.82 3,304,402.68 12 8/1/2021 3,304,402.68 40,148.49 93,297.63 5,782.70 139,228.82 3,211,105.05 13 2/1/2022 3,211,105.05 39,014.93 94,594.46 5,619.43 139,228.82 3,116,510.59 14 8/1/2022 3,116,510.59 37,865.60 95,909.33 5,453.89 139,228.82 3,020,601.26 15 2/1/2023 3,020,601.26 36,700.31 97,242.46 5,286.05 139,228.82 2,923,358.80 16 8/1/2023 2,923,358.80 35,518.81 98,594.13 5,115.88 139,228.82 2,824,764.67 17 2/1/2024 2,824,764.67 34,320.89 99,964.59 4,943.34 139,228.82 2,724,800.08 18 8/1/2024 2,724,800.08 33,106.32 101,354.10 4,768.40 139,228.82 2,623,445.98 19 2/1/2025 2,623,445.98 31,874.87 102,762.92 4,591.03 139,228.82 2,520,683.06 20 8/1/2025 2,520,683.06 30,626.30 104,191.32 4,411.20 139,228.82 2,416,491.74 21 2/1/2026 2,416,491.74 29,360.37 105,639.59 4,228.86 139,228.82 2,310,852.15 22 8/1/2026 2,310,852.15 28,076.85 107,107.98 4,043.99 139,228.82 2,203,744.17 23 2/1/2027 2,203,744.17 26,775.49 108,596.78 3,856.55 139,228.82 2,095,147.39 24 8/1/2027 2,095,147.39 25,456.04 110,106.27 3,666.51 139,228.82 1,985,041.12 25 2/1/2028 1,985,041.12 24,118.25 111,636.75 3,473.82 139,228.82 1,873,404.37 26 8/1/2028 1,873,404.37 22,761.86 113,188.50 3,278.46 139,228.82 1,760,215.87 27 2/1/2029 1,760,215.87 21,386.62 114,761.82 3,080.38 139,228.82 1,645,454.05 28 8/1/2029 1,645,454.05 19,992.27 116,357.01 2,879.54 139,228.82 1,529,097.04 29 2/1/2030 1,529,097.04 18,578.53 117,974.37 2,675.92 139,228.82 1,411,122.67 30 8/1/2030 1,411,122.67 17,145.14 119,614.22 2,469.46 139,228.82 1,291,508.45 31 2/1/2031 1,291,508.45 15,691.83 121,276.85 2,260.14 139,228.82 1,170,231.60 32 8/1/2031 1,170,231.60 14,218.31 122,962.60 2,047.91 139,228.82 1,047,269.00 33 2/1/2032 1,047,269.00 12,724.32 124,671.78 1,832.72 139,228.82 922,597.22 34 8/1/2032 922,597.22 11,209.56 126,404.71 1,614.55 139,228.82 796,192.51 35 2/1/2033 796,192.51 9,673.74 128,161.74 1,393.34 139,228.82 668,030.77 36 8/1/2033 668,030.77 8,116.57 129,943.20 1,169.05 139,228.82 538,087.57 37 2/1/2034 538,087.57 6,537.76 131,749.41 941.65 139,228.82 406,338.16 38 8/1/2034 406,338.16 4,937.01 133,580.72 711.09 139,228.82 272,757.44 39 2/1/2035 272,757.44 3,314.00 135,437.49 477.33 139,228.82 137,319.95 40 8/1/2035 137,319.95 1,668.44 137,319.95 240.43 139,228.82 0.00 Totals 1,153,072.31 4,250,000.00 166,080.49 5,569,152.80 B-2 EXHIBITC CONDITIONS APPLICABLE TO CONSTRUCTION OF THE PROJECT The standard conditions applicable to the Loan are: 1. Municipality agrees to expeditiously initiate and complete the Project in accordance with the following schedule: a. Advertisement for bids will not be initiated without written authorization by KDHE. b. Advertising for bids within 30 days of authorization to advertise. c. Bid opening at least 30 days from advertisement for bids. d. Notice of Award will not be issued without written authorization by KDHE. e. Contract award within 60 days of bid opening. f. Issuance of notice to proceed within 3 0 days of contract award. g. Initiation of operation within 365 days of notice to proceed or no later than April 1, 2015. h. Finalization of construction within 395 days of notice to proceed. i. Project Performance Certification 365 days following Initiation of Operation. No change may be implemented by the Municipality which will delay or accelerate this schedule without prior approval of KDHE. KDHE must be promptly notified of any proposed changes. 2. Prior to giving a notice to proceed, the Municipality must certify that all easements and rights-of-way necessary to allow construction of the Project have been obtained and comply with the Uniform Relocation Assistance and Real Property Acquisition Policies (40 CPR part 4) (i.e., all real property has been acquired, bonafide options have been taken or formal condemnation proceedings have been initiated for necessary real property). 3. A final plan of operations shall be submitted by the Municipality for approval by KDHE at or prior to 50 percent construction completion. The plan of operation must include, but is not limited to, an overall Project completion schedule, annual operating cost projections for a minimum of five years, a description of the financial management system, and the projected revenues to operate and maintain the publi.c water supply system. Revenue projections shall also include the Loan Repayments. 4. The final operations and maintenance manual must be submitted to KDHE at or prior to 90 percent construction completion. The operations and maintenance manual must include, but is not limited to, a description of the operation and managerial responsibility, detailed operation and controls, operators and personnel classification and requirements, operational testing, equipment maintenance schedule, operational records, and emergency operating and shut-down procedures. 5. The rates and ordinances enacting the System user charges and System use requirements (as approved by KDHE) shall be enacted prior to initiation of operation. 6 The Municipality agrees to make prompt payment to its contractor(s) of sums due for construction and to retain only such amounts as may be justified by specific circumstances and provisions of this Loan Agreement or the construction contract. C-1 7. The Municipality hereby assures that the engineering firm principally responsible for supervising construction and for providing engineering services during construction will continue its relationship with the Municipality for a period of up to one year after initiation of operation of the Project. During this period, the engineering firm shall direct the operation of the Project, train operating personnel and prepare curricula and training material for operating personnel. The following specific requirements apply: a. The Municipality agrees the performance standards applicable to the Project are: ( 1) all construction deficiencies have been resolved. (2) all testing requirements of the specifications have been performed and met. b. The final plan of operations submitted in accordance with Exhibit C, Condition No. 3 must include a draft proposal for these services. c. The final operation and maintenance manual submitted in accordance with Exhibit C, Condition No. 4 must be accompanied by a final proposal for these services. d. One year after completion of construction and initial operation of the Project, the Municipality shall certify to KDHE whether or not such Project meets the design specifications and requirements contained in subparagraph a. of this condition. Any statement of non-compliance must be accompanied by a corrective action report containing: an analysis of the cause of the Project's inability to meet performance standards; actions necessary to bring it into compliance, and a reasonably scheduled date for positive certification of the Project. Timely corrective action will be executed by the Municipality. e. Municipality agrees to furnish KDHE with an annual report describing actions taken to date to achieve positive certification, planned future activities, the Project's status and potential for positive certifications. 8. In accordance with 0MB Circular A-133, which implements the single Audit Act, the Municipality hereby agrees to obtain a single audit from an independent auditor if it expends $500,000 or more in total Federal funds in any fiscal year. Within nine months after the end of a recipient's fiscal year or 30 days after receiving the report from the auditor, the recipient shall submit a copy of the SF-SAC and a Single Audit Report Package using the Federal Audit Clearinghouse's Internet Data Entry System. Complete information on how to accomplish Single Audit Submissions is available on the Federal Audit Clearinghouse Web site: http://harvester.census.gov/fac/ . KDHE will identify Federal funds with each disbursement made, the CFDA number is 66.468 for Capitalization Grants for Drinking Water State Revolving Funds, the federal award is from EPA and the federal award ID is 99751614. 9. If this Project is for a segment of a total project for the System, KDHE does not assume any obligation, commitment, or responsibility for funding any other anticipated steps, phases, segments or stages or any other improvements to the System not constituting the Project. The Municipality agrees to complete the total System improvements of which this Project is a part in accordance with the schedule presented in Exhibit C(l), regardless of whether KDHE funding is available for the remaining System improvements. 10. The Municipality shall obtain any required Corps of Engineers Section 404 and/or Section 10 permit prior to awarding the construction contract. C-2 11. The Municipality shall follow applicable state procurement laws and regulations. 12. The Municipality hereby agrees to implement measures to mitigate all known adverse environmental effects of this project. The following mitigative actions are required: a. proper grading, drainage and slope protection to eliminate erosion; b. riparian habitat will be avoided, and disturbed areas will be reseeded with native plant species; c. if any riparian trees are removed they will be replaced by pole plantings or saplings; d. directional boring at all stream crossings, where practical, to minimize aquatic habitat impacts; e. in the event that construction work uncovers buried archeological artifacts, the Kansas Historical Society should be contacted immediately; and f. contacting KCC in the event of unexpected circumstances are encountered during construction such as the discovery of abandoned oil, gas, or exploratory holes. 13. The Municipality agrees and consents to KDHE's authority to monitor and enforce compliance with the mitigative measures identified in paragraph 12 above and the Loan Agreement conditions. 14. The Municipality further agrees that those members of the public who participate in the environmental review process shall have the right to appeal the decisions made within that process. Further, that all such appeals shall be conducted pursuant to the Kansas Administrative Procedures Act (K.S.A. 77-5501, et seq.) and the Act for Judicial Review (77-601, et seq.). 15. The Municipality agrees to comply with the Kansas Act Against Discrimination, K.S.A. 44-1001, et seq. and the Kansas Age Discrimination in Employment Act, K.S.A. 44-1111, et seq. as provided by law and to include those provisions in every contract or purchase order relating to the Project so that they are binding upon such subcontractors or vendors. 16. In order to comply with KPWSLF wage rate requirements the Municipality shall, (a) insert in full in any contract funded by this loan agreement in excess of $2,000 which is entered into for the actual construction, alteration and/or repair, including painting and decorating, of a public building or public work, or building or work financed in whole or in part from Federal funds or in accordance with guarantees of a Federal agency or financed from funds obtained by pledge of any contract of a Federal agency to make a loan, grant or annual contribution ( except where a different meaning is expressly indicated), and which is subject to the labor standards provisions of any of the acts listed in § 5 .1, wage rate contract provisions, found in 29 CFR 5.5, as indicated by EPA and US Department of Labor, generally known as Davis Bacon requirements; (b) while the solicitation remains open,. shall monitor www.wdol.gov. on a weekly basis to ensure that the wage determination contained in the solicitation remains current. The municipality shall amend the solicitation if DOL issues a modification more than 10 days prior to the closing date (i.e. bid opening) for the solicitation. If DOL modifies or supersedes the applicable wage determination less than 10 days prior to the closing date, the Municipality may request a finding from KDHE that there is not reasonable time to notify interested contractors of the modification of the wage determination. KDHE will provide a report of its findings to the Municipality. C-3 ( c) incorporate any modifications or supersedes DOL makes to the wage determination contained in the solicitation if the contract is not awarded within 90 days of bid opening. Unless KDHE, at the request of the Municipality, obtains an extension of the 90 day period from DOL pursuant to 29 CPR 1.6(c)(3)(iv). The Municipality shall monitor www.wdol.gov on a weekly basis if it does not award the contract within 90 days of closure of the solicitation to ensure that wage determinations contained in the solicitation remain current. (d) review all subcontracts subject to Davis-Bacon entered into by prime contractors to verify that the prime contractor has required its subcontractors to include the applicable wage determinations. ( e) either terminate the contract or ordering instrument and issue a revised solicitation or ordering instrument or incorporate DOL' s wage determination retroactive to the beginning of the contract or ordering instrument by change order, if the Department of Labor (DOL) issues a revised wage determination applicable to the contract after the award of a contract or the issuance of an ordering instrument due to a DOL determination that the municipality has failed to incorporate a wage determination or has used a wage determination that clearly does not apply to the contract or ordering instrument. The Municipality's contractor must be compensated for any increases in wages resulting from the use ofDOL's revised wage determination. (f) provide written confirmation in a form satisfactory to KDHE indicating whether or not the project is in compliance with the requirements of 29 CPR 5.5(a)(l) based on the most recent payroll copies for the specified week. The payrolls shall set out accurately and completely all of the information required to be maintained under 29 CPR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on the weekly payrolls; (g) interview a sufficient number of employees entitled to Davis Bacon Act prevailing wages (covered employees) to verify that contractors or subcontractors are paying the appropriate wage rates. As provided in 20 CRF 5.6 (a)(6), all interviews must be conducted in confidence. The Municipality must use Standard Form 1445 or equivalent documentation to memorialize the interviews. Copies of SF 1445 are available from EPA on request; (h) establish and follow an interview schedule based on its assessment of the risks of noncompliance with Davis-Bacon posed by contractors or subcontractors and the duration of the contract or subcontract. The municipality s shall immediately conduct necessary interviews in response to an alleged violation of the prevailing wage requirements. All interviews shall be conducted in confidence. (i) periodically conduct spot checks of a representative sample of weekly payroll data to verify that contractors or subcontractors are paying the appropriate wage rates. The municipality shall establish and follow a spot check schedule based on its assessment of the risks of noncompliance with Davis -Bacon posed by contractors or subcontractors and the duration of the contract or subcontract. At a minimum, the municipality must spot check payroll data within two weeks of each contractor or subcontractor's submiss.ion of its initial payroll data and two weeks prior to the completion date the contract or subcontract. The municipality must conduct more frequent spot checks if the initial spot check or other information indicates that there is a risk that the contractor or subcontractor is not complying with Davis-Bacon . In addition, during the examinations the municipality shall verify evidence of fringe benefit plans and payments thereunder by contractors and subcontractors who claim credit for fringe benefit contributions. C-4 (j) periodically review contractors and subcontractors use of apprentices and trainees to verify registration and certification with respect 'to apprenticeship and training programs approved by either the U.S Department of Labor or a state, as appropriate, and that contractors and subcontractors are not using disproportionate numbers of, laborers, trainees and apprentices. These reviews shall be conducted in accordance with the schedules for spot checks and interviews described in Item (h) and (i) above. (k) must immediately report potential violations of the DB prevailing wage requirements to the EPA DB contact Lee Thomas at thomas.leea@epa.gov or 913-551-7739; and to the appropriate DOL Wage and Hour District Office listed-at www.dol.gov/whd/america2.htm. 17. Prior to 90% of project completion the municipality agrees to execute a water conservation plan using the most recent municipal water conservation plan guidelines provided by the Kansas Water Office. 18. The Municipality must comply with Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, Title IX of the Education Amendments of 1972, the Age Discrimination Act of 1975, and a variety of program-specific statutes with nondiscrimination requirements. Other civil rights laws may impose additional requirements on the Municipality. These laws include, but are not limited to, Title VII of the Civil Rights Act of 1964 (prohibiting race, color, national origin, religion, and sex discrimination in employment), the Americans with Disabilities Act (prohibiting disability discrimination in employment and in services provided by State and local governments, businesses, and non-profit agencies), and the Fair Housing Act (prohibiting race, color, national origin, age, family status, and disability discrimination in housing), as well as any other applicable civil rights laws. 19. Municipalities that receive over $100,000 in KPWSLF funds shall comply with the Anti- Lobbying Act, Title 40 CFR Part 34, and file an Anti-Lobbying Certification form and the Disclosure of Lobbying Activities form to KDHE when required. Furthermore the Municipality shall require that the language of this certification be included in the award of any contracts funded by this loan. 20. The Municipality certifies that it is not suspended or debarred from participating in federal assistance and benefit programs and further agrees to fully comply with Subpart C of 2 CFR Part 180 and Subpart C of 2 CFR Part 1532, entitled "Responsibilities of Participants Regarding Transactions." The Municipality must ensure that any lower tier covered transaction, as described in Subpart B of 2 CFR Part 180 and Subpart B of 2 CFR Part 1532, entitled "Covered Transactions," includes a term or condition requiring compliance with Subpart C. Recipient may search for excluded parties at www.sam.gov. C-5 EXHIBITD USE OF LOAN PROCEEDS The loan proceeds will be utilized to pay the costs of: Project Description 1. Construction:. Phase 6 and 7 distribution pipe replacement 2. Engineering: All actual costs of planning, design and construction engineering, construction inspection, final plan of operation, operation and maintenance manual, user charge and ordinance development, and project performance services. 3. Administration : All reasonable costs of legal and financial administrative support directly provided by the project, costs of interest during construction, emergency costs associated with the project activities during construction, and the costs associated with obtaining the necessary easements for the project. Approximate Cost $4,239,375 $0.00 $10,625.00 Total $ 4,250,000.00 D-1 EXHIBITE INSTRUCTIONS FOR REQUESTING DISBURSEMENTS 1. All payment requests must be filed on the Outlay Report and Request for Disbursement Form and represent the actual completion level of the project at the date the request is prepared. 2. All cost entries must be based upon allowable work in place which is due and payable. This means that you may not request payment for: a. Any work or services which have not been explicitly approved by the KDHE in the Loan Agreement or subsequent amendments. b. Any work performed under a change order unless written approval of the change order has been given by the State. c. Any ineligible project costs. d. Any retainage which you are withholding from the construction contractor, engineer, etc. e. Easements acquired through eminent domain are not eligible for funding. f. Costs associated with the approval, preparation, issuance and sale of Bonds, and other costs incidental to normal operating overhead of a Municipality, whether performed by Municipal employees, the engineer, or the attorney. It is essential that you understand the cost basis of the approved Loan amount. It is, therefore, necessary that you read the Loan Agreement (including all conditions) and its transmittal letter, any Loan amendments and Project correspondence, and that you maintain current and accurate files on all approved change orders. Failure to follow these procedures may result in your requesting and subsequently receiving overpayment of loan funds which later may, in tum, result in substantial inconvenience to you and the Municipality. This could include repayment or crediting to KDHE the interest earned on overpaid funds, and any penalties that can result from this action. 3. Submit two original signatures of the form and one set of supporting documentation directly to: Kansas Department of Health & Environment Bureau of Water Public Water Supply Section 1000 SW Jackson Street -Suite 420 Topeka, Kansas 66612 You should retain one copy for your records. 4. The Authorized Municipality Representative identified in the Loan Agreement remains the principal contact for all project matters. E-1 EXHIBIT E KWPCRF or KPWSLF OUTLAY REPORT AND 1. AGENCY TO WHICH THIS REPORT IS SUBMITTED: 2. KDHE PROJECT NUMBER ASSIGNED REQUEST FOR DISBURSEMENT KDHE -BUREAU OF WATER (See Instructions) MUNICIPAL PROGRAMS SECTION OR KWPCRF PROJECT# C20 PUBLIC WATER SUPPLY SECTION KPWSLF PROJECT# 3. TYPE OF REQUEST: 4. PAYMENT REQUEST NUMBER 5. PERIOD COVERED BY THIS REPORT FINAL PARTIAL # FROM (Mo, day, year) TO (Mo, day, year) 6. RECIPIENT ORGANIZATION INFORMATION 7. FEIN NUMBER: NAME: NO. & STREET : CITY: STATE AND ZIP CODE B. TO: THE KANSAS DEPARTMENT OF HEALTH AND ENVIRONMENT, ACTING ON BEHALF OF THE STATE OF KANSAS UNDER THE LOAN AGREEMENT EFFECTIVE AS OF , BETWEEN KDHE AND the The undersigned hereby requests that the following amounts be paid to the following payees for the following Project Costs as defined in said Agreement: CLASSIFICATION (a)Total amount requested (b) Payee (c) Description Total Approved (KDHE use only) a. Administrative expense b. Preliminary expense (Planning and Design) c. Land, structures, right-of-way (Not allowable) (/) CD d. Architectural engineering basic fees CD ;,:: 0 e. Other architectural engineering fees :r: m ► f. Project inspection fees <=I= Ill 0 ;,- g. Construction and project improvement cost ~ (/) h. Equipment (By Separate Contract) ;,-CD ~ i. Miscellaneous cost Q ,:J CD j. Total cumulative to date (sum of lines a thru i) $0.00 < CD <ii k. Deductions for program income CD (/) C: I. Net cumulative to date (Line j minus line k) CD $0.00 m. Disbursements Paid to Date n. Amount due this Request (Line I minus Line m) $0.00 o. Percentage of physical completion of project 9. CERTIFICATION: I hereby state and certify lhat (I) the amounts requested are or were necessary and approprlata In connection with !he purchase, construction and installation of the Project, have been properly incurred and are a proper disbursement of the proceeds of the Loan and that an inspection has been performed and all work is In accordance with the terms of the Loan; have been paid or are justly due to the persons whose names and addresses are stated above; and have not been the basis of any previous requisition from the proceeds of the Loan; (ii) as of this date, except for the amounts specified above, there are no outstanding statements which are due and payable for labor, wages, materials, supplies or services in connection with the acquisition, purchase, construction, improvement, repair, rehabilitation or extension of the Wastewater Treatment Works or the Water Supply/Treatment/Distribution Works; (iii) all representations made in the Agreement remain true as of the date of this request; and (iv) no adverse developments affecting the financial condition of the Recipient or its ability to complete the Project or to repay the Loan have occurred. a. RECIPIENT: b. KDHE Representative Certifying to line B.n. Rodney R. Geisler or William J. Carr Signature of Authorized Certifying Official Signature of Authorized Certifying Official See KDHE Attached Sheet or Reverse Side Typed or Printed Name and Title Typed or Printed Name and Title Chief, Municipal Programs Section or KPWSLF Coordinator Date Submitted Telephone (Area Code, number & ext.) Date Approved Telephone (Area Code, number & ext.) 785-296-5527 or 296-0735 Revised 01/14 http://www.kdheks.gov/water -State Revolving Loan Fund -Outlay Report & Request for Disbursement (Excel) .E-2 INSTRUCTIONS FOR OUTLAY REPORT AND REQUEST FOR DISBURSEMENT Please type or print legibly. Items 1, 4, 5, 6, 8.n., and 8.o. are self-explanatory; specific instructions for other items are as follows: Item 2 3 7 Entry Enter the assigned KPWSLF project number. Mark as appropriate. If the request is final, the amounts billed should represent the final cost of the project Enter the complete employer identification number assigned by the U.S. Internal Revenue Service [or FICE institution code if requested by the Federal agency]. 8 Use only columns a, b, and c 8a Sb 8c 8d Se Sf Enter amounts expended for such items as travel, legal fees, rental of vehicles and any other administrative expenses. Include the amount of interest expense when authorized by program legislation. Also show the amount of interest expense on a separate sheet. Enter amounts pertaining to the work of location and designing, making surveys and maps, sinking test holes, and all other work required prior to actual construction. Enter all amounts directly associated with the acquisition of land, existing structures and related right-of-way. Enter basic fees for services of architectural engineers. Enter other architectural engineering services. Do not include any amounts shown on line d. Enter inspection and audit fees of construction and related programs. 8g Enter those amounts associated with the actual construction of, addition to, or restoration of infrastructure. Item Sh Si 8j 8k 81 8m Sn 9a 9b Entry Enter amounts for all equipment, both fixed and movable, exclusive of equipment used for construction. For example, permanently attached laboratory tables, built-in audio visual systems, movable desks, chairs, and laboratory equipment. Enter the amounts for all items not specifically mentioned above. Enter the total cumulative amount to date which should be the sum oflines a through i. Enter the total amount of program income applied to the loan agreement. Identify on a separate sheet of paper the sources and types of the income. Enter the net cumulative amount to date which should be the amount shown on line j minus the amount on line k. Enter the amount ofreimbursements paid to date. Enter the amount now being requested for reimbursement. This amount should be the difference between the amounts shown on lines l and m. If different, explain on a separate sheet. To be completed and signed by the duly authorized recipient representative official. The date should be the actual date the form is submitted to the funding agency. To be completed by the funding agency official representative who is certifying to the percent of project completion as provided for in the terms of the loan agreement. Recipient leave blank. NOTE: TWO ORIGINAL SIGNATURE DISBURSEMENT REQUESTS AND ONE SET OF SUPPORTING DOCUMENTATION MUST BE SUBMITTED E-3 CITY OF SALIN A, KANSAS REGULAR MEETING OF THE BOARD OF COMMISSIONERS February 10, 2014 4:00p.m. The City Commission convened at 3:45 p.m. for Citizens Forum. 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 Barbara V. Shirley (presiding), Commissioners Jon R. Blanchard, Kaye J. Crawford, Randall R. Hardy, and Aaron Householter. ADMINISTRATION 14-0049 Moved by Commissioner Householter, seconded by Commissioner Crawford, to adopt Ordinance No. 14-10730 on second reading. A roll call vote was taken. Aye: (5) Blanchard, Crawford, Hardy, Householter, Shirley. Nay: (0). Motion carried. (7.2) First reading Ordinance No. 14-10731 authorizing the execution of a Loan Agreement with the State of Kansas for the purpose of financing improvements to the City's water distribution system. Martha Tasker, Utilities Director, explained the improvements and loan agreement. 14-0050 Moved by Commissioner Hardy, seconded by Commissioner Householter, to pass Ordinance No. 14-10731 on first reading. Aye: (5). Nay: (0). Motion carried. 14-0053 ADJOURNMENT Shandi Wicks, CMC, Interim City Clerk /J/Barbara, V. Shirley Barbara V. Shirley, Mayor I hereby certify that the foregoing is a true correct excerpt of the action taken by the Governing Body at its regular meeting on February 10, 2014 regarding Ordinance No: 14-10731. 0/aAd<-./l__}Lhd Shandi Wicks, Interim City Clerk CITY OF SALINA, KANSAS REGULAR MEETING OF THE BOARD OF COMMISSIONERS February 24, 2014 4:02p.m. The City Commission convened at 2:30 p.m. for East Iron Road Reconstruction Concept and at 3:45 p.m. for Citizens Forum. The Regular Meeting of the Board of Commissioners was called to order at 4:02 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 Barbara V. Shirley (presiding), Commissioners Jon R. Blanchard, Kaye J. Crawford, Randall R. Hardy and Aaron Householter. ADMINISTRATION (7.1) Second reading Ordinance No. 14-10731 authorizing the execution of a Loan Agreement with the State of Kansas for the purpose of financing improvements to the City's water distribution system. 14-0056 Moved by Commissioner Householter, seconded by Commissioner Blanchard, to adopt Ordinance No. 14-10731 on second reading. A roll call vote was taken. Aye: (5) Blanchard, Crawford, Hardy, Householter, Shirley. Nay: (0). Motion carried. ADJOURNMENT 14-0059 Moved by Commissioner Householter, seconded by Commissioner Blanchard, that the "!egular meeting of the Board of City Commissioners be adjourned. Aye: (5). Nay: (0). : Motion carried. The meeting adjourned at 5:32 p.m. ,/. r' •, nterim City Clerk /;/Barbar~ V. Shirley Barbara V. Shirley, Mayor I hereby certify that the foregoing is a true correct excerpt of the action taken by the Governing Body at its regular meeting on February 24, 2014 regarding Ordinance No: 14-10731. ~-~ Shandi Wicks, Interim City Clerk Summary published in The Salina Journal on February 2014. ORDINANCE NUMBER 14-10731 AN ORDINANCE AUTHORIZING THE EXECUTION OF A LOAN AGREEMENT BETWEEN CITY OF SALINA, KANSAS AND THE STATE OF KANSAS, ACTING BY AND THROUGH THE KANSAS DEPARTMENT OF HEALTH AND ENVIRONMENT FOR THE PURPOSE OF OBTAINING A LOAN FROM THE KANSAS PUBLIC WATER SUPPLY LOAN FUND FOR THE PURPOSE OF FINANCING PUBLIC WATER MAIN REPLACEMENT PROEJCTS; ESTABLISHING A DEDICATED SOURCE OF REVENUE FOR REPAYMENT OF SUCH LOAN; AUTHORIZING AND APPROVING CERTAIN DOCUMENTS IN CONNECTION THEREWITH; AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION WITH THE LOAN AGREEMENT. WHEREAS, the Safe Drinking Water Act Amendments of 1996 [PL 104-182] to the Safe Drinking Water Act (the "Federal Act") established the Drinking Water Loan Fund to assist public water supply systems in financing the costs of infrastructure needed to achieve or maintain compliance with the Federal Act and to protect the public health and authorized the Environmental Protection Agency (the "EPA") to administer a revolving loan program operated by the individual states; and WHEREAS, to fund the state revolving fund program, the EPA will make annual capitalization grants to the states, on the condition that each state provide a state match for such state's revolving fund; and WHEREAS, by passage of the Kansas Public Water Supply Loan Act, KS.A. 65-163d et seq., as amended (the "Loan Act"), the State of Kansas (the "State") has established the Kansas Public Water Supply Loan Fund (the "Revolving Fund") for purposes of the Federal Act; and WHEREAS, under the Loan Act, the Secretary of the Kansas Department of Health and Environment ("KDHE") is given the responsibility for administration and management of the Revolving Fund; and WHEREAS, the Kansas Development Finance Authority (the "Authority") and KDHE have entered into a Pledge Agreement (the "Pledge Agreement") pursuant to which KDHE agrees to enter into Loan Agreements with Municipalities for public water supply projects (the "Projects") and to pledge the Loan Repayments (as defined in the Pledge Agreement) received pursuant to such Loan Agreements to the Authority; and WHEREAS, the Authority is authorized under K.S.A. 74-8905(a) and the Loan Act to issue revenue bonds (the "Bonds") for the purpose of providing funds to implement the State's requirements under the Federal Act and to loan the same, together with available funds from the EPA capitalization grants, to Municipalities within the State for the payment of Project Costs (as said terms are defined in the Loan Act); and WHEREAS, City of Salina, Kansas (the "Municipality") is a municipality as said tenn is defined in the Loan Act which operates a water system (the "System"); and · WHEREAS, the System is a Public Water Supply System, as said term is defined in the Loan Act; and WHEREAS, the Municipality has, pursuant to the ~oan Act, submitted an Application to KDHE to obtain a loan from the Revolving Fund to finance the costs of improvements to its System consisting of the following: Replace aging public water mains. (the "Project"); and WHEREAS, the Municipality has taken all steps necessary and has complied with the provisions of the Loan Act and the provisions of K.A.R. 28-15-50 through 28-15-65 (the "Regulations") applicable thereto necessary to qualify for the loan; and WHEREAS, KDHE has informed the Municipality that it has been approved for a loan in amount of not to exceed $4,250,000 (the "Loan") in order to finance the Project; and WHEREAS, the governing body of the Municipality hereby finds and determine~ that it is necessary and desirable to accept the Loan and to enter into a loan agreement and certain other documents relating thereto, and to take c~rtain actions required in order to implement the Loan Agreement. SO NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF , KANSAS: Section 1. Authorization of Loan Agreement. The Municipality is hereby authorized to accept the Loan and to enter into a certain Loan Agreement, with an effective date of January 13, 2014 , with the State of Kansas acting by and through the Kansas Department of Health and Environment (the "Loan Agreement") to finance the Project Costs (as defined in the Loan Agreement). The Mayor and Clerk are hereby authorized to F-3 =========================-"""··'================ z Cl. w "' .s <ii Cf) -6 2 "' :g g C 0 0 execute the Loan Agreement in substantially the form presented to the governing body this date, with such changes or modifications thereto as may be approved by the Mayor and the Municipality's legal counsel, the Mayor's execution of the Loan Agreement being conclusive evidence of such approval. Section 2. Establishment of Dedicated Source of Revenue for Repayment of Loan. Pursuant to the Loan Act, the Municipality hereby establishes a dedicated source of revenue for repayment of the Loan. In accordance therewith, the Municipality shall impose and collect such rates, fees and charges for the use and services furnished by or through the System, including all improvements and additions thereto hereafter constructed or acquired by the Municipality as will provide System Revenues (as defined in the Loan Agreement) sufficient to (a) pay the cost of the operation and maintenance of the System, (b) pay the principal of and interest on the Loan as and when the same become due, ( c) pay all other amounts due at any time under the Loan Agreement, and ( d) pay the principal of and interest on Additional Revenue Obligations (as defined in the Loan Agreement) as and when the same become due; provided, however, the pledge of the System Revenues contained herein and in the Loan Agreement (i) shall be subject to reasonable expenses of operation and maintenance of the System, and (ii) shall be junior and subordinate in ~.II respects to the pledge of System Revenues to any Additional Revenue Obligations. In the event that the System Revenues are insufficient to meet the obligations under the Loan and the Loan Agreement, the Municipality shall levy ad valorem taxes without limitation as to rate or amount upon all the taxable tangible property, real or personal, within the territorial limits of the Municipality to produce the amounts necessary for the prompt payment of the obligations under the Loan and Loan Agreement. In accordance with the Loan Act, the obligations under the Loan and the Loan Agreement shall not be included within any limitation on the bonded indebtedness of the Municipality. Section 3. Further Authority. The Mayor, Clerk and other City officials and legal counsel are hereby further authorized and directed to execute any and all documents and take such actions as they may deem necessary or advisable in order to carry out and perform the purposes of the Ordinance, and to make 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 4. Governing Law. The Ordinance and the Loan Agreement shall be governed exclusively by and construed in accordance with the applicable laws of the State of Kansas. Section 5. Summary of ordinance for publication. That this ordinance shall be in full force and effect from and after its adoption and publication by summary once in the official city newspaper. Ordinance No. 14-10731 Summary On February 10, 2014, the City of Salina, Kansas, passed Ordinance No. 14-10731. The ordinance authorizes an agreement between the City of Salina and the Kansas Department of Health and Environment for the purpose of obtaining a Kansas Public Water Supply Loan for the purpose of financing public water main replacement projects. A complete copy of the ordinance is available at www.salina-ks.gov or in the office of the city clerk, 300 W. Ash Street, fr e. This s1:1mmary is certified by the city attorney. 0-'{ OF s ~ c; ············~</4 '<"' ••• ·•. ~ "-/oRGAN/Zf:o\.? I.J._ : : :;,:::; ~1 °: 1870 :)> A-P :;:::,, ~\... -·-.:g V, •• .. ~ [SEAL] -0n ·· ............ ·· C::i ATTEST: * b/pJifli ~ Introduced: Passed: February 10, 2014 February 24, 2014 Barbara V. Shirley, Mayor Shandi Wicks, CMC, Interim City Clerk ,~}uk I hereby certify that the above and foregoing is a true and correct copy of Ordinance No. 14-10731 that was adopted by the Governing Body of the City of Salina at their regular meeting on February 24, 2014. ~-~ Shandi Wicks. Interim City Clerk F-4 Publisher's Affidavit ... r. __ ____.C ... h,..r .. i.._styy.. ... F,..in ... k~---, being duly sworn declare that I am a T.ega) Caardinatar of THE SALINA JOURNAL, a daily newspaper published at Salina, Saline County, Kansas, and of general circulation in said county, which newspaper has been admitted to the mails as second class matter in said county, and continuously and uninterruptedly published for five consecutive years prior to first publication of attached notice, and that the Ordinance 14-10731 Notice has been correctly published in the entire issue of said newspaper one time, publication being given in the issue of February 28, 2014 Subscribed and sworn to before Jie, this __,.:J...,· ..... 8 __ _ dayof ~"-71', AD. 20 .i..!L._ ~ tJu1f/-:6/4 Notary Public Printer's Fee $73.50 t~(/~ MELISSA WINDHOLZ ~ 3.-g-1& b~Ylo.<AANSAS My Appt. Exp. (Pub~stwd In ttle Salina \Journal · • -feb.ruary 2£1, 2014) · ,OrdlnanCil,No, 14·10731 • Summary • On fi"el}r,ua(Y. ,10, ~014, I the Clly 61 ~llna, Katisas, I passei:l:'.Orlllnance · No. ~4-f0Z3\. The ordinance aulhorlzes a'n1agr.eement •· betwee)Jlthe Clty of'5allnil flfld [~!!. ~~nsas O,epart• mant cif1Heallh ahd E;nvl-ronwe,!IIJPr th.!1·PU(Jjl)S8 of, l obta11\ing'e Kansas 'Public Water Suppry,J!oeii'-fof,,the !!U~lil, of ffr111ilclog P.J.lb· }le water·ma1n replace.-· ment• p(oJ11cls. ~ 'com-ble(!) copy or (~41~ .O{dl• hence Is avellai>le · •. at \VWW.Sllllna ' . • • Rs,gov,,or.,ir\ 'jt'ie _ciftlc.er of the city clan<, 300 W. Ash Street, free of charge. This summary Is certlffed by the city attorney. Introduced: . P.is~~d:ary t~/3~;14 f · Februll,ry 24, 2014 Barbara.V.,$hlrl_ey, · Mayor [SEAL]' .. ·"· .. ,.,.,;,·:' ATT~Sr::, ::· '. - I EXHIBITG OPINION OF MUNICIPALITY'S COUNSEL CLARK, MIZE & LINVILLE CHARTERED PETER L PETERSON JOHNW MIZE GREG A BENGTSON MICKEY W MOSIER PAULA J WRIGHT ERIC N ANDERSON DUSTIN J DENNING PETER S JOHNSTON JARED T HIATT JOSHUAC HOWARD AARON O MARTIN JACOB E PETERSON ATTORNEYS AT LAW 129 S. EIGHTH, P.O. BOX 380 SALINA, KANSAS 67402-0380 TELEPHONE: (785) 823-6325 FAX: (785) 823-1868 128N.MAIN LINDSBORG, KANSAS 67456 TELEPHONE: (785) 227-2010 w,vw.cmJ-law,com March 6, 2014 Kansas Development Finance Authority Topeka, Kansas The Kansas Department of Health and Environment, acting on behalf of The State of Kansas Topeka, Kansas CL CLARK (1908 -2004) JAMES P MIZE (1910-1988) AUBREY G LINVILLE LO BENGTSON RETIRED Re: Loan Agreement effective as of January 13, 2014, between the Kansas Department of Health and Environment ("KDHE"), acting on behalf of the State of Kansas (the "State"), and the City of Salina, Kansas (the "Municipality") Ladies and Gentlemen: I have acted as counsel to the Municipality in connection with the authorization, execution and delivery of the above referenced Loan Agreement (the "Loan Agreement"). In my capacity as counsel to the Municipality, I have examined original or certified copies of minutes, ordinances of the Municipality and other documents relating to the authorization of the Project, the authorization, execution and delivery of the Loan Agreement, and the establishment of a Dedicated Source of Revenue ( as defined in the Loan Agreement) for repayment of the Loan evidenced by the Loan Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Loan Agreement. In this connection, I have examined the following: (a) an executed or certified copy of the Loan Agreement; (b) proceedings adopted or taken by the Municipality to authorize and approve the Project to be constructed with the proceeds of the Loan evidenced by the Loan Agreement; G-1 Kansas Development Finance Authority March 6, 2014 Page2 (c) Ordinance No. 14-10731 of the Municipality (the "Ordinance") introduced on first reading on February 10, 2014 and adopted on second reading on February 24, 2014, and other proceedings of the Municipality taken and adopted in connection with the authorization, execution and delivery of the Loan Agreement, and the establishment of a Dedicated Source of Revenue for repayment of the Loan evidenced by the Loan Agreement; and ( d) such other proceedings, documents and instruments as I have deemed necessary or appropriate to the rendering of the opinions expressed herein. In this connection, I have reviewed such documents, and have made such investigations of law, as deemed relevant and necessary as the basis for the opinions hereinafter expressed. Based upon the foregoing, it is my opinion, as of the date hereof, that: 1. The Municipality is a municipal corporation duly created, organized and existing under the laws of the State. 2. The Municipality operates a public Water Supply System, as said term is defined in the Loan Act. 3. The Project has been duly authorized by the Municipality. 4. The Municipality has all requisite legal power and authority to, and has been duly authorized under the terms and provisions of the Ordinance to, execute and deliver, and perform its obligations under, the Loan Agreement. 5. The Loan Agreement has been duly authorized, executed and delivered by the Municipality and constitutes a valid and binding agreement of the Municipality enforceable in accordance with its terms, subject as to enforcement of remedies to any applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights heretofore or hereafter enacted, and subject further to the exercise of judicial discretion in accordance with general principles of equity. In rendering this opinion I have assumed due authorization, execution imci delivery of the T ,mm Ae;reement hy the Stllte, llctine hy llnci throue;h KDHF. 6. By adopting the Ordinance, the Municipality has duly authorized the Dedicated Source of Revenue for repayment of the Loan to be made pursuant to the Loan Agreement. 7. To the best of my knowledge, the execution and delivery of the Loan Agreement by the Municipality will not conflict with or result in a breach of any of the terms G-2 Kansas Development Finance Authority March 6, 2014 Page3 of, or constitute a default under, any ordinance, indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Municipality is a party or by which it or any of its property is bound or any of the rules or regulations applicable to the Municipality or its property or of any court or other governmental body. Very truly yours, IZE & LINVILLE, CHARTERED ) Ben Salin Martha Tasker, Director of Utilities G-3 EXHIBITH MUNICIPALITY'S NOTICE ADDRESS City of Salina Attn: City Manager 300 W. Ash Salina, Kansas 67401 H-1 EXHIBIT/ FORM OF FINANCIAL INTEGRITY ASSURANCE CONTRACT This Contract is entered into as of January 13, 2014, between th.e KANSA'.S RURAL WATER FINANCE AUTHORITY, a body corporate and politic of the State of Kansas (the "Authority") and SALINA, a municipality of the State of Kansas (the "Municipality") partic-ipating in the Kansas Public Water Supply Loan Fund program (the "Program"), with the ~pproval and for the benefit of the KANSAS DEPARTMENT OF HEALTH AND ENVIRONMENT ("KDHE"), the administrator of the Program and for the benefit of the KANSAS DEVELOPMENT FINANCE AUTHORITY ("KDF A"), as provider of certain financial services to the Program .. Recitals A. The Municipality has entered into a certain Loan Agreement (the "Loan Agreement") with KDHE, pursuant to the provisions of K.S.A. 65-165d et seq. (the "Loan Act") to finance improvements to the Municipality's public water supply system (the "System"), pursuant to the Program. B. The Loan Act specifically grants to the Secretary of KDHE (the "Secretary") certain powers and remedies to enforce the Loan Agreement. The Loan Agreement permits the Municipality to enter into this contract and also permits the Secretary to require the Municipality to enter this contract as a means of assisting the Municipality to maintain financial integrity of the System over the term of the Loan Agreement. C. KRWFA has been approved by KDHE to provide the Municipality with assistance in discharging certain System and financial management responsibilities expressly or implicitly undertaken in the LoaIJ. Agreement. D. The Municipality [agrees][has been required by the Secretary] to engage the services of KR WF A for such purposes, and this contract sets forth KR WF A's undertakings with respect to the Municipality the Municipality's obligations to KRWFA and their joint obligations to KDHE to assist in the performance of the Municipality's covenants pursuant to the Loan Agreement. E. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement. Agreements IN ADDITION TO THE SPECIFIC COVENANTS OF THE MUNICIPALITY CONTAINED IN THE LOAN AGREEMENT, WHICH ARE INCORPORATED HEREIN BY REFERENCE, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS: 1-1 1. Quarterly Management Report. The Municipality will complete a quarterly management report of operating data and financial information in the form prescribed by KR WF A and review the same at the next meeting of the Municipality's governing body after completion of the report. A copy of the report as reviewed and approved by the Municipality's governing body will be retained in the official records of the Municipality and shall also be furnished to KRWFA. The initial Quarterly Management Report shall be submitted to KRWFA in the first full calendar quarter following the first draw of loan funds by the Municipality. 2. Inspection of Books and Records. The Municipality will make available its financial books and records for inspection by a duly authorized representative of KRWFA upon reasonable written request ofKRWFA. 3. Annual Budget. Not later than 180 days prior to the beginning of each fiscal year of the Municipality, the Municipality will furnish to KRWFA a proposed System budget for the ensuing fiscal year in the form prescribed by state statute, with such further modifications as may be required by KRWFA. KRWFA will review the proposed System budget and return the same to the Municipality within 3 0 days with KR WF A's recommendations, if any. Not later than the date required by statute, other legal document requirement or 120 days prior to the beginning of the Municipality's fiscal year, whichever is earlier, the Municipality's governing body will adopt a budget of anticipated receipts and expenditures of the System for the ensuing fiscal year. A copy of such adopted System budget will be retained in the official records of the Municipality and a copy shall be furnished to KR WF A. The initial budget of the Municipality shall be submitted to KR WF A for the fiscal year of initial draw against loan funds. 4. AnnuatAudit. If an annual financial audit is required by Section 3 .02 (k)(l) of the Loan Agreement; no less than 90 days prior to the end of the Municipality's fiscal year, the Municipality shall submit to KRWF A a written report stating the identity of the certified public accountant that has been engaged to conduct the audit of the Municipality's financial records for the preceding fiscal year required by the Loan Agreement, and the anticipated date of receipt of the report of such audit. The Municipality shall cause an audit of its financial records, in a form required by the Loan Agreement, to be completed not less than 210 days after the end of each fiscal year or such earlier date as may be required by statute or other legal document requirement, whichever is earlier. The audit must include a calculation of the Debt Service Coverage Ratio. Copies of such audit report shall be: (a) submitted to the Municipality's governing body for review; (b) retained in the Municipality's official records; and (c) furnished to KR WF A. The initial audit of the Municipality shall be submitted for the fiscal year of the initial draw against loan funds. 5. Proposed Remediation Plan. Within 60 days of receipt of the Municipality's audit report, KRWFA shall review the same to determine compliance with the financial covenants contained in the Loan Agreement. If the Municipality is not in compliance with the financial covenants set forth in the Loan Agreement, KR WF A will make recommendations to the Municipality for remediation of the deficiencies. KRWFA shall also review the audit and the quarterly management reports required by Section 1 hereof, for developing trends, which, if continued, will result in noncompliance in future years. Within 30 days after receipt ofKRWFA's recommendations, the Municipality's governing body will meet to review such recommendations and will submit to KRWFA its written plan for curing the deficiencies and/or implementing KRWF A's recommendations. 6. Assistance in Implementation of Prescribed Changes. KRWF A will provide the I-2 Municipality with assistance in implementing a remediation plan that will assure future compliance with required financial covenants as soon as is practically feasible, including implementation of changes in the water rates or operational practices of the Municipality as may be prescribed by the Secretary pursuant to the Loan Act. 7. Compliance Certification. KRWFA will provide KDHE with an annual written compliance report for the Municipality within the time period set forth in Section 5 hereof for review of the annual audit. Such report shall indicate compliance or non-compliance by the Municipality with its requirements under the Loan Agreement. Any recommen~ations provided by KR WF A pursuant to Sections 5 and/or 6 hereof shall be included in such report. In the everit that the Municipality does not implement such recommendations within a reasonable time, KRWFA shall immediately notify the Secretary of such noncompliance. · 8. Fees. KRWFA shall be paid the FIAC Origination Fee as compensation for its services under this contract for the entire term of the Loan Agreement. The fee may be included in the amount of the Loan Agreement if this contract is entered into' at the time of the Loan Agreement, or may be paid by the Municipality (upon the execution of the Loan Agreement) to KDFA for remittance to KRWFA. 9. Dissemination of Information. KRWFA shall provide to KDHE and KDFA copies of all reports, recommendations and other written material received by KR WF A from the Municipality or sent by KR WF A to the Municipality pursuant to the terms of this contract. 10. Term. This contract shall take effect upon its signature and delivery by the parties hereto, and will remain in effect until all payments to be made by the Municipality under the Loan Agreement have been paid in full. 11. Binding Effect; Beneficiaries. This contract shall bind the parties hereto, their respective successors and assigns, and is made for the benefit of KDF A and KDHE, and the parties. [BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK] I-3 EXECUTED AND DELIVERED on behalf of the parties by an authorized signa,tory as of the dates hereinafter set forth. KANSAS RURAL WATER FINANCE AUmORITY By:-------------- Title: --------- SALINA APPROVED: KANSAS DEPARTMENT OF HEAL TH AND ENVIRONMENT By: ____________ _ Title: ---------- I-4 Date: Date: ----- EXHIBITJ FORM OF QUALIFIED USER CERTIFICATE The undersigned is making the following representations and covenants on behalf of Salina (the "Municipality") in connection with the loan of funds to it (the "Loan") by the Kansas Department of Health and Environment ("KDHE"). The loan between KDHE and the Municipality (the "Loan Agreement") is dated January 13, 2014. The Municipality understands that all or a portion of the proceeds of its Loan may be funded with proceeds of bonds issued by Kansas Development Finance Authority ("KOFA") the interest on which is intended to be exempt from Federal income tax ("Tax- Exempt Bonds"). In the Loan Agreement the Borrower agreed that it would not use any portion of the proceeds of the Loan or the facilities financed with the proceeds of the Loan (the "Financed Facility") in a manner that could cause interest on any of the Tax-Exempt Bonds to become subject to income tax. Each of the following representations and covenants is made for the purpose of satisfying this covenant contained in the Loan Agreement. 1. In addition to the terms defined above, the following capitalized terms have the meaning set out below: "Management or Operating Agreement" means a legal agreement with a Non-Qualified User where the Non-Qualified User provides services involving all or a portion of any function of the Financed Facility, such as a contract to manage the entire Financed Facility or a portion of the Financed Facility. However, a contract for services that are solely incidental to the primary governmental function of the Financed Facility (for example, contracts for janitorial, office equipment repair, billing or similar services) is not a Management or Operating Agreement. "Non-Qualified Use" generally means any use of the Financed Facility in a trade or business carried on by any Non-Qualified User that is different in form or substance to the use made of the Financed Facility by any other member of the general public. The rules set out in United States § 1.141- 3 determine whether Bond Proceeds or the Financed Facility 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 Facility, will constitute use under Regulations § 1.141-3. "Non-Qualified User" means any person or entity other than a Qualified User. "Opinion of Bond Counsel" means the written opinion of a firm of nationally recognized Bond Counsel acceptable to KOFA to the effect that the proposed action or the failure to act will not adversely affect the exclusion of the interest on the Bonds from gross income for federal income tax purposes. "Qualified User" means the City, 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. 2. The Municipality is the owner of the Financed Facility. As long as any portion of the Loan is unpaid the Municipality will never permit any of the Financed Facility to be used in any Non- Qualified Use without first notifying KDF A and KDHE in writing and obtaining an Opinion of Bond Counsel. J-1 3. None of the proceeds of the Loan will be loaned directly or indirectly to any Non- Qualified User. 4. All costs previously paid by the Borrower that are to be reimbursed from the proceeds of the Loan either ( 1) were paid by the Borrower not more than 3 years prior to the date reimbursement is requested or (2) were for costs incurred in connection with the planning or design of the project paid prior to the date construction commenced. Loan proceeds will not be available to reimburse outstanding tax- exempt obligations of a political subdivision, except in certain limited circumstances. Should you wish to discuss applicable restrictions, please contact the KDHE Program Administrator. 5. No operating costs or expenses of the Municipality are being paid from the proceeds of the Loan. 6. The Municipality will not enter into any Management or Operating Agreement of the Financed Facility or lease any portion of the Financed Facility to any Non-Qualified User without first (1) notifying KDFA and KDHE in writing and (2) obtaining an Opinion of Bond Counsel. 7. Upon the written request of KDHE or KDFA the Municipality will provide written confirmation of compliance with each of the forgoing certifications and covenants in a form acceptable to KDHE and KDFA. SALINA J-2 EXCERPT OF MINUTES OF A MEETING OF THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS HELD ON SEPTEMBER 28, 2020 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: Mayor Mike Hoppock, Commissioners Trent W. Davis, M.D., Rod Franz, Melissa Rose Hodges. Absent: Commissioner Karl F. Ryan The Mayor declared that a quorum was present and called the meeting to order. * * * * * * * * * * * * * * (Other Proceedings) The matter of providing for the offering for sale of general obligation bonds came on for consideration and was discussed. Commissioner Franz presented and moved the adoption of a Resolution entitled: RESOLUTION AUTHORIZING THE REFINANCING OF CERTAIN GENERAL OBLIGATION BONDS; THE REFINANCING OF CERTAIN KDHE LOANS; THE ISSUANCE OF BONDS FOR CERTAIN PUBLIC IMPROVEMENTS; AND THE OFFERING FOR SALE OF GENERAL OBLIGATION BONDS OF THE CITY OF SALINA, KANSAS. Commissioner Hodges seconded the motion to adopt the Resolution. Thereupon, the Resolution was read and considered, and, the question being put to a roll call vote, the vote thereon was as follows: Aye: Mayor Hoppock, Commissioner Davis, Commissioner Franz, Commissioner Hodges Nay: The Mayor declared the Resolution duly adopted; the Clerk designating the same Resolution No. 20-7880. * * * * * * * * * * * * * * (Other Proceedings) 600596.20208\SALE RESOLUTION-SALINA 2020-B v.2 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:r-· ~~al-m.i~s of such proceedings are on file in my office. _ {\i OF s,,.-, ·~-" . \J ··········•.,'I_/.\) <::, •• • ... ,,, V J ~/~B,GANIZ£~\.7 t , ~~ L) 1~ ~ ~ 1870 : ;;=: ~ ·. -·-... .f) ~•••• •••r-::'>>- o"> ••••••••••••• -J Clerk "' "' z a. w ., s iij Cf) t ,1 ~ C: 8 RESOLUTION NO. 20-7880 RESOLUTION AUTHORIZING THE REFINANCING OF CERTAIN GENERAL OBLIGATION BONDS; THE REFINANCING OF CERTAIN KDHE LOANS; THE ISSUANCE OF BONDS FOR CERTAIN PUBLIC IMPROVEMENTS; AND THE OFFERING FOR SALE OF GENERAL OBLIGATION BONDS OF THE CITY OF SALINA, KANSAS. WHEREAS, the City of Salina, Kansas (the "Issuer"), has previously authorized certain public improvements described as follows (collectively with the Water Improvement described herein, the "Improvements"): Project Description Emergency Communications System Improvements Fire Fighting Equipment Total * Plus costs of issuance Res./Ord. No. Ord.[_] Res. 20-7809 Authority Kansas Constitution Article 12, Section 5 K.S.A. 12-1 l0c Financed Amount* $2,100,000 1,400,000 $3,500,000 WHEREAS, the Issuer proposes to issue its general obligation bonds to pay the costs of the improvements described above; and WHEREAS, the Issuer has previously issued and has outstanding general obligation bonds; and WHEREAS, due to the current interest rate environment, the Issuer has the opportunity to issue its general obligation refunding bonds in order to achieve an interest cost savings on all or a portion of the debt represented by such general obligation bonds described as follows (collectively the "Refunded Bonds"): Description G.O. Refunding Bonds G.O. Internal Improvement Bonds Series 2010-B 2012-A Dated Date 10/18/2010 07/152012 Years 2021-2023 2021-2027 Amount $745,000 1,185,000 WHEREAS, the Issuer has previously entered into the following loan agreement with KDHE for the purposes of financing certain water main improvements (the "Loan"): Maturity Original Loan No. KPWSLF Project No. 2841 Dated Date 01/13/2014 Date Amount 08/01/2036 $4,239,375.00 Outstanding Amount $3,520,775 Redemption Date 11 /27/2020 WHEREAS, K.S.A. 65-163d through 65-163u, as amended (the "Act"), authorizes any municipality to acquire, construct, reconstruct, improve, equip, rehabilitate or extend all or any part of a public water supply system and to issue general obligation bonds to pay all or part of any costs thereof; and WHEREAS, the Issuer is a municipality within the terms of the Act and operates a public water supply system, as said term is defined in the Act (the "System"); and WHEREAS, the governing body of the Issuer (the "Governing Body") hereby finds and determines that it is necessary and advisable to authorize improvements to the System pursuant to the Act consisting of replacements of existing water distribution pipes (the "Water Improvements") and to provide for the payment 600596.20208\SALE RESOLUTION-SALINA 2020-B v.2 .,., "' z a. w ., s .. CJ? i 12 g 8 of the costs thereof, including the prepayment of the Loan entered into to provide interim financing therefor, by the issuance of general obligation bonds; and WHEREAS, the Issuer has selected the firm of Stifel, Nicolaus & Company, Incorporated, Kansas City, Missouri ("Municipal Advisor"), as municipal advisor for one or more series of general obligation bonds of the Issuer, to be issued in order to provide funds to pay the costs of the Improvements, to prepay the Loan and refund the Refunded Bonds; and WHEREAS, the Issuer desires to authorize the Municipal Advisor to proceed with the offering for sale of said general obligation bonds and related activities; and WHEREAS, one of the duties and responsibilities of the Issuer is to prepare and distribute a preliminary official statement relating to said general obligation bonds; and WHEREAS, the Issuer desires to authorize the Municipal Advisor and Gilmore & Bell, P.C., Kansas City, Missouri, the Issuer's bond counsel ("Bond Counsel"), in conjunction with the Clerk, and other officers and representatives of the Issuer to proceed with the preparation and distribution of a preliminary official statement and notice of sale and to authorize the distribution thereof and all other preliminary action necessary to sell said general obligation bonds; and WHEREAS, due to the volatile nature of the municipal bond market and the desire of the Issuer to achieve maximum benefit of timing of the sale of said general obligation bonds, the Governing Body desires to authorize the Mayor to award the sale of such general obligation bonds, if necessary, prior to the next meeting of the Governing Body to adopt the necessary ordinance and resolution providing for the issuance thereof. NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS, AS FOLLOWS: Section 1. Project Authorization; Financing. It is hereby authorized, ordered and directed that the System be improved by constructing, installing, and making the Water Improvements and appurtenances thereto. The costs of the Water Improvements, including construction, engineering fees, acquisition of right- of-way and easements, contingencies and administrative expenses is $4,250,000. A portion of the costs of the Water Improvements shall be payable from the proceeds of general obligation bonds of the Issuer issued under authority of the Act in an approximate amount of $3 ,650,000. Section 2. Sale of Bonds. The Issuer is hereby authorized to offer for sale the Issuer's General Obligation Improvement and Refunding Bonds (the "Bonds") described in the Notice of Sale, which is to be prepared by Bond Counsel in conjunction with the Municipal Advisor and representatives of the Issuer, as authorized below. The sale of the Bonds may be accomplished in connection with, or separately from, the issuance of additional bonds or notes of the Issuer to fund various capital projects. All proposals for the purchase of the Bonds shall be submitted upon the terms and conditions set forth in the Notice of Bond Sale, and shall be reviewed by the Director of Finance, the Municipal Advisor and Bond Counsel as soon after the submittal hour as possible. The Mayor is hereby authorized to award the sale of the Bonds to the submitter of the best proposal as determined pursuant to the provisions of the Notice of Bond Sale or to reject all proposals; provided, however, that the principal amount of the Bonds shall not exceed $9,500,000 and the true interest cost of the Bonds shall not exceed 2.50%. The minimum aggregate net present value savings as a result of the refunding shall not be less than 3.0% of the principal amount of the refunded obligations. All proposals for the purchase of the Bonds shall be delivered to the Governing Body at its meeting to be held on the date referenced in the Notice of Bond Sale, at which meeting the Governing Body shall review such proposals and ratify the award of the sale of the Bonds or the rejection of all proposals. 600596.20208\SALE RESOLUTION-SALINA 2020-B v.2 2 II • "' "' z 0.. w .. .; -.; en i :l!1 5l C: 8 Section 3. Preliminary Official Statement. The Mayor, Clerk, City Manager and Director of Finance, in conjunction with the Municipal Advisor and Bond Counsel, are hereby authorized to cause to be prepared a Preliminary Official Statement, and such officials and other representatives of the Issuer are hereby authorized to use such document in connection with the sale of the Bonds. Section 4. Notice of Sale. The Clerk, in conjunction with the Municipal Advisor and Bond Counsel, is hereby authorized and directed, if necessary, to give notice of said bond sale by publishing a summary of the Notice of Sale not less than 6 days before the date of the bond sale in a newspaper of general circulation in Saline County, Kansas, and the Kansas Register and is hereby authorized to distribute copies of the Notice of Sale and Preliminary Official Statement relating to the Bonds to prospective purchasers of the Bonds. Bids for the purchase of the Bonds shall be submitted upon the terms and conditions set fo11h in said Notice of Sale, and shall be delivered to the governing body at its meeting to be held on the date of such sale, at which meeting the governing body shall review such bids and shall award the sale of the Bonds or reject all bids for a particular series of the Bonds. Section 5. Deeming Preliminary Official Statement Final. For the purpose of enabling the purchaser(s) of the Bonds (the "Purchaser(s)") to comply with the requirements of Rule l 5c2-12 of the Securities and Exchange Commission (the "Rule"), the Mayor, Clerk, City Manager, Finance Director, or other appropriate officers of the Issuer are hereby authorized: (a) to approve the form of said Preliminary Official Statement and to execute the "Certificate Deeming Preliminary Official Statement Final" in substantially the form attached 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; (b) covenant to provide continuous secondary market disclosure by annually transmitting certain financial information and operating data and other information necessary to comply with the Rule to the Municipal Securities Rulemaking Board; and (c) take such other actions or execute such other documents as such officers in their reasonable judgment deem necessary to enable the Purchaser(s) to comply with the requirement of the Rule. Section 6. Delivery of Official Statement. The Issuer agrees to provide to the Purchaser(s) within seven business days of the date of the sale of the Bonds or within sufficient time to accompany any confirmation that requests payment from any customer of the Purchaser(s), whichever is earlier, sufficient copies of the final Official Statement to enable the Purchaser(s) to comply with the requirements of the Rule and with the requirements of Rule G-32 of the Municipal Securities Rulemaking Board. Section 7. Further Authority. The Mayor, Clerk, Finance Director and the other officers and representatives of the Issuer, the Municipal Advisor and Bond Counsel, are hereby authorized and directed to take such other action as may be necessary to: (a) carry out the sale of the Bonds; (b) provide for the prepayment of the Loan; (c) provide for the redemption of the Refunded Bonds; and (d) execute the engagement letter related to services to be provided by the Municipal Advisor. Section 8. adoption. Effective Date. This Resolution shall be in full force and effect from and after its [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] 600596.20208\SALE RESOLUTION-SALINA 2020-B v.2 3 "' "' ADOPTED by the governing body on September 28, 2020. (SEAL) ATTEST: 600596.20208\SALE RESOLUTION-SALINA 2020-B (Signature Page to Sale Resolution) Re: EXHIBIT A CERTIFICATE DEEMING PRELIMINARY OFFICIAL STATEMENT FINAL City of Salina, Kansas, General Obligation Improvement and Refunding Bonds, Series 2020- B The undersigned is the duly acting Director of Finance of the City of Salina, Kansas (the "Issuer"), and is authorized to deliver this Certificate to the purchaser or purchasers ( collectively the "Purchaser") of the above-referenced bonds (the "Bonds") 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 Bonds. For the purpose of enabling the Purchaser to comply with the requirements of Rule 15c2-12(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 permitted by the Rule, such as offering prices, interest rates, selling compensation, aggregate principal amount, principal per maturity, delivery dates, ratings, identity of the underwriters and other terms of the Bonds depending on such matters. CITY OF SALINA, KANSAS By: _____:cA_.:c._~----"---=-~~-~--- Title: Finance Director 600596.20208\SALE RESOLUTION-SALINA 2020-B v.2 NOTICE OF BOND SALE $9,060,000* CITY OF SALINA, KANSAS GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B (GENERAL OBLIGATION BONDS PAYABLE FROM UNLIMITED AD VALOREM TAXES) Bids. Bids for the purchase of the above-referenced bonds (the “Bonds”) of the City of Salina, Kansas (the “Issuer”) herein described will be received until 12:00 p.m. applicable Central Time (the “Submittal Hour”), on MONDAY, OCTOBER 19, 2020 (the “Sale Date”). Bids may only be submitted via PARITY® or via email to the Municipal Advisor at arteberryd@stifel.com. Facsimile bids and hand-delivered written bids will not be accepted. All bids will be publicly evaluated at said time and place and the award of the Bonds to the successful bidder (the “Successful Bidder”) will be acted upon by the City Commission of the Issuer (the “Governing Body”) at its meeting to be held at 4:00 p.m. on the Sale Date. No oral or auction bids will be considered. Capitalized terms not otherwise defined herein shall have the meanings set forth in the hereinafter referenced Preliminary Official Statement relating to the Bonds. Terms of the Bonds. The Bonds will consist of fully registered bonds in the denomination of $5,000 or any integral multiple thereof (the “Authorized Denomination”). The Bonds will be dated November 19, 2020 (the “Dated Date”), and will become due in principal installments on October 1 in the years as follows: Year Principal Amount∗ Year Principal Amount∗ 2021 $960,000 2029 $480,000 2022 950,000 2030 495,000 2023 765,000 2031 410,000 2024 640,000 2032 410,000 2025 645,000 2033 420,000 2026 650,000 2034 425,000 2027 650,000 2035 435,000 2028 475,000 2036 250,000 The Bonds will bear interest from the Dated Date at rates to be determined when the Bonds are sold as hereinafter provided, which interest will be payable semiannually on April 1 and October 1 in each year, beginning on April 1, 2021 (the “Interest Payment Dates”). *Adjustment of Issue Size. The Issuer reserves the right to increase or decrease the total principal amount of the Bonds or the schedule of principal payments described above, depending on the purchase price and interest rates bid, the required size of the refunding escrow created for the bonds to be refunded (the “Refunded Bonds”), and the offering prices specified by the Successful Bidder. The Successful Bidder may not withdraw its bid or change the interest rates bid as a result of any changes made to the principal amount of the Bonds or the schedule of principal payments as described herein. If there is an increase or 2 decrease in the final aggregate principal amount of the Bonds or the schedule of principal payments as described above, the Issuer will notify the Successful Bidder by means of telephone or email transmission, subsequently confirmed in writing, no later than 2:00 p.m. applicable Central Time, on Sale Date. The net production as a percentage of the principal amount of the Bonds generated from the bid of the Successful Bidder will not be decreased as a result of any change to the total principal amount of the Bonds or the schedule of principal payments described herein. Notwithstanding the requirements of the section entitled "Establishment of Issue Price," if requested by the Financial Advisor, the Successful Bidder shall within 20 minutes of such request provide the Financial Advisor with the initial offering prices of the Bonds to the public so as to allow for proper resizing of the Bonds. Place of Payment. The principal of and interest on the Bonds will be payable in lawful money of the United States of America by check or draft of the Treasurer of the State of Kansas, Topeka, Kansas (the “Paying Agent” and “Bond Registrar”). The principal of each Bond will be payable at maturity or earlier redemption to the owner thereof whose name is on the registration books (the “Bond Register”) of the Bond Registrar (the “Registered Owner”) upon presentation and surrender at the principal office of the Paying Agent. Interest on each Bond will be payable to the Registered Owner of such Bond as of the fifteenth day (whether or not a business day) of the calendar month next preceding each Interest Payment Date (the “Record Date”) (a) mailed by the Paying Agent to the address of such Registered Owner as shown on the Bond Register or at such other address as is furnished to the Paying Agent in writing by such Registered Owner; or (b) in the case of an interest payment to Cede & Co. or any Owner of $500,000 or more in aggregate principal amount of Bonds, by wire transfer to such Registered Owner upon written notice given to the Paying Agent by such Registered Owner, not less than 15 days prior to the Record Date for such interest, containing the wire transfer address to which such Registered Owner wishes to have such wire directed. Bond Registration. The Bonds will be registered pursuant to a plan of registration approved by the Issuer and the Attorney General of the State of Kansas (the “State”). The Issuer will pay for the fees of the Bond Registrar for registration and transfer of the Bonds and will also pay for printing a reasonable supply of registered bond blanks. Any additional costs or fees that might be incurred in the secondary market, other than fees of the Bond Registrar, will be the responsibility of the Owners. Book-Entry-Only System. The Depository Trust Company, New York, New York (“DTC”), will act as securities depository for the Bonds. The Bonds will initially be issued exclusively in “book entry” form and shall be initially registered in the name of Cede & Co., as the nominee of DTC and no beneficial owner will receive certificates representing their interests in the Bonds. During the term of the Bonds, so long as the book-entry-only system is continued, the Issuer will make payments of principal of, premium, if any, and interest on the Bonds to DTC or its nominee as the Registered Owner of the Bonds, DTC will make book-entry-only transfers among its participants and receive and transmit payment of principal of, premium, if any, and interest on the Bonds to its participants who shall be responsible for transmitting payments to beneficial owners of the Bonds in accordance with agreements between such participants and the beneficial owners. The Issuer will not be responsible for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. In the event that: (a) DTC determines not to continue to act as securities depository for the Bonds, or (b) the Issuer determines that continuation of the book-entry-only form of evidence and transfer of ownership of the Bonds would adversely affect the interests of the beneficial owners of the Bonds, the Issuer will discontinue the book- entry-only form of registration with DTC. If the Issuer fails to identify another qualified securities depository to replace DTC, the Issuer will cause to be authenticated and delivered to the beneficial owners replacement Bonds in the form of fully registered certificates. Reference is made to the Official Statement for further information regarding the book-entry-only system of registration of the Bonds and DTC. 3 Redemption of Bonds Prior to Maturity. General. Whenever the Issuer is to select Bonds for the purpose of redemption, it will, in the case of Bonds in denominations greater than the minimum Authorized Denomination, if less than all of the Bonds then outstanding are to be called for redemption, treat each minimum Authorized Denomination of face value of each such fully registered Bond as though it were a separate Bond in the minimum Authorized Denomination. Optional Redemption. At the option of the Issuer, Bonds maturing on October 1 in the years 2028, and thereafter, will be subject to redemption and payment prior to maturity on October 1, 2027, and thereafter, as a whole or in part (selection of maturities and the amount of Bonds of each maturity to be redeemed to be determined by the Issuer in such equitable manner as it may determine) at any time, at the redemption price of 100% (expressed as a percentage of the principal amount), plus accrued interest to the date of redemption. Mandatory Redemption. A bidder may elect to have all or a portion of the Bonds scheduled to mature in consecutive years issued as term bonds (the “Term Bonds”) scheduled to mature in the latest of said consecutive years and subject to mandatory redemption requirements consistent with the schedule of serial maturities set forth above, subject to the following conditions: (a) not less than all Bonds of the same serial maturity shall be converted to Term Bonds with mandatory redemption requirements; and (b) a bidder shall make such an election by completing the applicable paragraph on the Official Bid Form or completing the applicable information on PARITY®. Notice and Effect of Call for Redemption. Unless waived by any owner of Bonds to be redeemed, if the Issuer shall call any Bonds for redemption and payment prior to the maturity thereof, the Issuer shall give written notice of its intention to call and pay said Bonds to the Bond Registrar, any provider of municipal bond insurance and the Successful Bidder. In addition, the Issuer shall cause the Bond Registrar to give written notice of redemption to the registered owners of said Bonds. Each of said written notices shall be deposited in United States first class mail not less than 30 days prior to the Redemption Date. All notices of redemption shall state the Redemption Date, the redemption price, the Bonds to be redeemed, the place of surrender of Bonds so called for redemption and a statement of the effect of the redemption. The Issuer shall also give such additional notice as may be required by State law or regulation of the Securities and Exchange Commission in effect as of the date of such notice. If any Bond be called for redemption and payment as aforesaid, all interest on such Bond shall cease from and after the Redemption Date, provided funds are available for its payment at the price hereinbefore specified. Authority, Purpose and Security. The Bonds are being issued pursuant to K.S.A. 10-101 et seq., K.S.A. 10-427 et seq., K.S.A. 12-110c and K.S.A. 65-163d et seq., and Article 12, Section 5 of the Constitution of the State of Kansas, all as amended, and an ordinance and a resolution adopted by the Governing Body (collectively the “Bond Resolution”) for the purpose of paying the cost of certain public improvements (the “Improvements”) and to refund the Refunded Bonds. The Bonds shall be general obligations of the Issuer payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of the improvements financed by the Refunded Bonds, 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 irrevocably pledged for the prompt payment of the principal and interest on the Bonds as the same become due. Submission of Bids. Electronic bids via PARITY® must be submitted in accordance with its Rules of Participation, as well as the provisions of this Notice of Bond Sale. If provisions of this Notice of Bond Sale conflict with those of PARITY®, this Notice of Bond Sale shall control. Email bids may be submitted 4 to arteberryd@stifel.com. Bids must be received prior to the Submittal Hour on the Sale Date accompanied by the Deposit (as hereinafter defined), which may be submitted separately. The Issuer and Municipal Advisor shall not be responsible for failure, misdirection, or error in the means of transmission by any bidder. PARITY®. Information about the electronic bidding services of PARITY® may be obtained from i-Deal LLC at 1359 Broadway, 2nd Floor, New York, New York 10018, Phone No. (212) 849-5023. Conditions of Bids. Proposals will be received on the Bonds bearing such rate or rates of interest as may be specified by the bidders, subject to the following conditions: (a) no interest rate may exceed a rate equal to the daily yield for the 10-year Treasury Bond published by THE BOND BUYER, in New York, New York, on the Monday next preceding the day on which the Bonds are sold, plus 3%; (b) no supplemental interest payments will be considered; (c) each interest rate specified shall be a multiple of 1/8 or 1/20 of 1%; and (d) no zero percent (0%) coupon rates will be permitted. No bid for less than 100% of the principal amount of the Bonds and accrued interest thereon to the date of delivery will be considered. Each bid shall specify the total interest cost (expressed in dollars) during the term of the Bonds on the basis of such bid, the premium, if any, offered by the bidder, the net interest cost (expressed in dollars) on the basis of such bid, and an estimate of the TIC (as hereinafter defined) on the basis of such bid. Each bidder shall certify to the Issuer the correctness of the information contained on the Official Bid Form; the Issuer will be entitled to rely on such certification. Each bidder agrees that, if it is awarded the Bonds, it will provide the certification described under the caption “Establishment of Issue Price” in this Notice. Good Faith Deposit. A good faith deposit (the “Deposit”) in the amount of $181,200 payable to the order of the Issuer is required in order to secure the Issuer from any loss resulting from the failure of the bidder to comply with the terms of its bid. The Deposit may be submitted at the addresses hereinafter set forth in either of the following forms: (a) Certified or Cashier’s Check. Certified or cashier’s check drawn on a bank located in the United States of America received by the Issuer or the Municipal Advisor prior to the Submittal Hour; or (b) Wire Transfer. Wire transfer submitted by the Successful Bidder in Federal Reserve funds, immediately available for use by the Issuer not later than 3:00 p.m. applicable Central Time on the Sale Date (wire transfer information may be obtained from the Issuer or the Municipal Advisor at the addresses set forth below). Contemporaneously with the submission of a wire transfer Deposit, such bidder shall send an email to the Issuer at the email address set forth below, including the following information: (a) notification that a wire transfer has been made; (b) the amount of the wire transfer; and (c) return wire transfer instructions in the event such bid is unsuccessful. Checks submitted for Deposits by unsuccessful bidders will be returned; wire transfer Deposits submitted by unsuccessful bidders will not be accepted or shall be returned in the same manner received on the Sale Date. The Issuer reserves the right to withhold reasonable charges for any fees or expenses incurred in returning a wire transfer Deposit. No interest on the Deposit will be paid by the Issuer. If a bid is accepted, the Deposit, or the proceeds thereof, will be held by the Issuer until the Successful Bidder has complied with all of the terms and conditions of this Notice at which time the amount of said Deposit shall be returned to the Successful Bidder or deducted from the purchase price at the option of the Issuer. If a bid is accepted but the Issuer fails to deliver the Bonds to the Successful Bidder in accordance with the terms and conditions of this Notice, said Deposit, or the proceeds thereof, will be returned to the Successful Bidder. If a bid is accepted but the bidder defaults in the performance of any of the terms and conditions of this Notice, the proceeds of such Deposit will be retained by the Issuer as and for liquidated damages. 5 Basis of Award. Subject to the timely receipt of the Deposit set forth above, the award of the Bonds will be made on the basis of the lowest true interest cost (“TIC”), which will be determined as follows: the TIC is the discount rate (expressed as a per annum percentage rate) which, when used in computing the present value of all payments of principal and interest to be paid on the Bonds, from the payment dates to the Dated Date, produces an amount equal to the price bid, including any adjustments for premium if any. Present value will be computed on the basis of semiannual compounding and a 360-day year of twelve 30-day months. Bidders are requested to provide a calculation of the TIC for the Bonds on the Official Bid Form, computed as specified herein on the basis of their respective bids, which shall be considered as informative only and not binding on either the Issuer or the bidder. The Issuer or its Municipal Advisor will verify the TIC based on such bids. If there is any discrepancy between the TIC specified and the bid price and interest rates specified, the specified bid price and interest rates shall govern and the TIC specified in the bid shall be adjusted accordingly. If two or more proper bids providing for identical amounts for the lowest TIC are received, the Governing Body will determine which bid, if any, will be accepted, and its determination is final. The Issuer reserves the right to reject any and/or all bids and to waive any irregularities in a submitted bid. Any bid received after the Submittal Hour on the Sale Date will not be considered. Any disputes arising hereunder shall be governed by the laws of the State, and any party submitting a bid agrees to be subject to jurisdiction and venue of the federal and state courts within the State with regard to such dispute. The award of the Bonds is predicated upon the Issuer achieving a certain level of savings in conjunction with the Refunded Bonds, such amount to be solely determined by the Issuer. The Issuer’s acceptance of the Successful Bidder’s proposal for the purchase of the Bonds in accordance with this Notice of Bond Sale shall constitute a bond purchase agreement between the Issuer and the Successful Bidder for purposes of the laws of the State and a contract between the Issuer and the Successful Bidder for the purposes of Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”) and Rule G-32 of the Municipal Securities Rulemaking Board (“Rule G-32”). The method of acceptance shall be determined solely by the Governing Body. Bond Ratings. The Bonds and the other outstanding general obligation bonds of the Issuer are rated “Aa3” by Moody’s Investors Service. Optional Bond Insurance. The Issuer has not applied for any policy of municipal bond insurance with respect to the Bonds. If the Bonds qualify for municipal bond insurance, and any bidder desires to purchase such policy, such indication and the name of the desired insurer must be set forth on the bidder’s Official Bid Form. The Issuer specifically reserves the right to reject any bid specifying municipal bond insurance, even though such bid may result in the lowest TIC to the Issuer. If the Successful Bidder elects to purchase the Bonds with municipal bond insurance, certain rating agencies will assign their ratings to the Bonds with the understanding that upon delivery of the Bonds, a policy insuring the payment when due of the principal of and interest on the Bonds will be issued by such bond insurer. All costs associated with the purchase and issuance of such municipal bond insurance policy and associated ratings and expenses (other than any independent rating requested by the Issuer) shall be paid by the Successful Bidder. Failure of the municipal bond insurer to issue the policy after the award of the Bonds shall not constitute cause for failure or refusal by the Successful Bidder to accept delivery of the Bonds. CUSIP Numbers. CUSIP identification numbers will be assigned and printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds in accordance with the terms of this Notice. The Municipal Advisor will apply for CUSIP numbers pursuant to Rule G- 6 34 implemented by the Municipal Securities Rulemaking Board. All expenses in relation to the assignment and printing of CUSIP numbers on the Bonds will be paid by the Issuer. Delivery and Payment. The Issuer will pay for preparation of the Bonds and will deliver the Bonds properly prepared, executed and registered without cost on or about NOVEMBER 19, 2020 (the “Closing Date”), to DTC for the account of the Successful Bidder. The Successful Bidder will be furnished with a certified transcript of the proceedings evidencing the authorization and issuance of the Bonds and the usual closing documents, including a certificate that there is no litigation pending or threatened at the time of delivery of the Bonds affecting their validity and a certificate regarding the completeness and accuracy of the Official Statement. Payment for the Bonds shall be made in federal reserve funds, immediately available for use by the Issuer. The Issuer will deliver one Bond of each maturity registered in the nominee name of DTC. Establishment of Issue Price. (a) In order to provide the Issuer with information necessary for compliance with Section 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (collectively, the “Code”), the Successful Bidder will be required to assist the Issuer in establishing the “issue price” of the Bonds and complete, execute and deliver to the Issuer prior to the Closing Date, a written certification in a form acceptable to the Successful Bidder, the Issuer and Bond Counsel (the “Issue Price Certificate”) containing the following for each maturity of the Bonds: (1) the interest rate; (2) the reasonably expected initial offering price to the “public” (as said term is used in Treasury Regulation Section 1.148-1(f) (the “Regulation”)) or the sale price; and (3) pricing wires or equivalent communications supporting such offering or sale price. However, such Issue Price Certificate may indicate that the Successful Bidder has purchased the Bonds for its own account in a capacity other than as an underwriter or wholesaler, and currently has no intent to reoffer the Bonds for sale to the public. Any action to be taken or documentation to be received by the Issuer pursuant hereto may be taken or received by the Municipal Advisor or Bond Counsel on behalf of the Issuer. (b) The Issuer intends that the sale of the Bonds pursuant to this Notice shall constitute a “competitive sale” as defined in the Regulation. In support thereof: (1) the Issuer shall cause this Notice to be disseminated to potential bidders in a manner reasonably designed to reach potential bidders; (2) all bidders shall have an equal opportunity to submit a bid; (3) the Issuer reasonably expects that it will receive bids from at least three bidders that have established industry reputations for underwriting municipal bonds such as the Bonds; and (4) the Issuer anticipates awarding the sale of the Bonds to the bidder that provides a bid with the lowest TIC in accordance with the section hereof entitled “Basis of Award.” (c) Any bid submitted pursuant to this Notice shall be considered a firm offer for the purchase of the Bonds as specified therein. The Successful Bidder shall constitute an “underwriter” as said term is defined in the Regulation. By submitting its bid, the Successful Bidder confirms that it shall require any agreement among underwriters, a selling group agreement or other agreement to which it is a party relating to the initial sale of the Bonds, to include provisions requiring compliance with provisions of the Code and the Regulation regarding the initial sale of the Bonds. (d) If all of the requirements of a “competitive sale” are not satisfied, the Issuer shall advise the Successful Bidder of such fact at the time of award of the sale of the Bonds to the Successful Bidder and the following provisions shall apply to the Bonds. In such event, any bid submitted will not be subject to cancellation or withdrawal. Within twenty-four (24) hours of the notice of award of the sale of the Bonds, the Successful Bidder shall advise the Issuer if a “substantial amount” (as defined in the Regulation (10%)) of any maturity of the Bonds has been sold to the public and the price at which such substantial amount was sold. The Issuer will treat such sale price as the “issue price” for such maturity, applied on a 7 maturity-by-maturity basis. The Issuer will not require the Successful Bidder to comply with that portion of the Regulation commonly described as the “hold-the-offering-price” requirement for the remaining maturities, but the Successful Bidder may elect such option. If the Successful Bidder exercises such option, the Issuer will apply the initial offering price to the public provided in the bid as the issue price for such maturities. If the Successful Bidder does not exercise that option, it shall thereafter promptly provide the Issuer the prices at which a substantial amount of such maturities are sold to the public; provided such determination shall be made and the Issuer notified of such prices not later than three (3) business days prior to the Closing Date. Any change in the issue price of any of the Bonds after the Submittal Hour will not affect the purchase price for the Bonds submitted in the bid of the Successful Bidder. (e) This agreement by the Successful Bidder to provide such information will continue to apply after the Closing Time if: (a) the Issuer requests the information in connection with an audit or inquiry by the Internal Revenue Service (the “IRS”) or the Securities and Exchange Commission (the “SEC”) or (b) the information is required to be retained by the Issuer pursuant to future regulation or similar guidance from the IRS, the SEC or other federal or state regulatory authority. Preliminary Official Statement and Official Statement. The Issuer has prepared a Preliminary Official Statement dated October 13, 2020, “deemed final” by the Issuer except for the omission of certain information as provided in the Rule, copies of which may be obtained from the Clerk or from the Municipal Advisor. Upon the sale of the Bonds, the Issuer will adopt the final Official Statement and will furnish the Successful Bidder, without cost, within seven business days of the acceptance of the Successful Bidder’s proposal, with a sufficient number of copies thereof, which may be in electronic format, in order for the Successful Bidder to comply with the requirements of the Rule and Rule G-32. Additional copies may be ordered by the Successful Bidder at its expense. Continuing Disclosure. In the Bond Resolution, the Issuer has covenanted to provide annually certain financial information and operating data and other information necessary to comply with the Rule, and to transmit the same to the Municipal Securities Rulemaking Board. This covenant is for the benefit of and is enforceable by any Registered Owner of the Bonds. For further information, reference is made to the caption “CONTINUING DISCLOSURE” in the Preliminary Official Statement. Assessed Valuation and Indebtedness. The total assessed valuation of the taxable tangible property within the Issuer for the year 2019 is $509,082,680. The total general obligation indebtedness of the Issuer as of the Dated Date, including the Bonds being sold and outstanding temporary notes but excluding the Refunded Bonds, is $72,990,000. Legal Opinion. The Bonds will be sold subject to the approving legal opinion of Gilmore & Bell, P.C., Kansas City, Missouri, Bond Counsel to the Issuer, which opinion will be furnished and paid for by the Issuer, will be printed on the Bonds, if the Bonds are printed, and will be delivered to the Successful Bidder when the Bonds are delivered. Said opinion will also include the opinion of Bond Counsel relating to the interest on the Bonds being excludable from gross income for federal income tax purposes and exempt from income taxation by the State. Reference is made to the Preliminary Official Statement for further discussion of federal and State income tax matters relating to the interest on the Bonds. Electronic Transactions. The transactions described herein may be conducted and related documents may be sent, received and stored by electronic means. All bid documents, closing documents, certificates, ordinances, resolutions and related instruments may be executed by electronic transmission. Copies, telecopies, electronic files and other reproductions of original executed documents (or documents executed by electronic transmission) shall be deemed to be authentic and valid counterparts of such documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. 8 Additional Information. Additional information regarding the Bonds may be obtained from the undersigned or from the Municipal Advisor at the addresses set forth below: DATED: OCTOBER 13, 2020. CITY OF SALINA, KANSAS By Shandi Wicks, Clerk Issuer – Good Faith Deposit Delivery Address: Debbie Pack, Director of Finance and Administration City of Salina, Kansas 300 West Ash Street, Room 206 Salina, Kansas 67402 Phone No.: (785) 309-5735 Fax No.: (785) 309-5711 Email: debbie.pack@salina.org Municipal Advisor: Stifel Nicolaus & Company, Incorporated 4801 Main Street, Suite 530 Kansas City, Missouri 64112 Attn: David Arteberry Phone No.: (816) 203-8773 Fax No.: (816) 283-5326 Email: arteberryd@stifel.com 9 OFFICIAL BID FORM PROPOSAL FOR THE PURCHASE OF CITY OF SALINA, KANSAS GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS, SERIES 2020-B TO: Shandi Wicks, Clerk October 19, 2020 City of Salina, Kansas For $9,060,000* principal amount of General Obligation Refunding and Improvement Bonds, Series 2020-B, of the City of Salina, Kansas, to be dated November 19, 2020, as described in the Notice of Bond Sale dated October 12, 2020 (the “Notice”), said Bonds to bear interest as follows: Stated Maturity October 1 Principal Amount* Annual Rate of Interest Stated Maturity October 1 Principal Amount* Annual Rate of Interest 2021 $960,000 __________% 2029 $480,000 __________% 2022 950,000 __________% 2030 495,000 __________% 2023 765,000 __________% 2031 410,000 __________% 2024 640,000 __________% 2032 410,000 __________% 2025 645,000 __________% 2033 420,000 __________% 2026 650,000 __________% 2034 425,000 __________% 2027 650,000 __________% 2035 435,000 __________% 2028 475,000 __________% 2036 250,000 __________% * Subject to change, see the Notice the undersigned will pay the purchase price for the Bonds set forth below, plus accrued interest to the date of delivery. Principal Amount ......................................................................................................................................................... $9,060,000.00 Plus Premium (if any) ........................................................................................................................... _______________________ Total Purchase Price ............................................................................................................................ $_______________________ Total interest cost to maturity at the rates specified ............................................................................ $_______________________ Net interest cost (adjusted for Discount and/or Premium) ................................................................... $_______________________ True Interest Cost .................................................................................................................................................... ____________%  The Bidder elects to purchase Municipal Bond Insurance from: [Assured] [AGM] [BAM] [____________]. Circle one or complete blank.  The Bidder elects to have the following Term Bonds: Maturity Date Years Amount* October 1, ____ _________ to _________ $______________ October 1, ____ _________ to _________ $______________ *subject to mandatory redemption requirements in the amounts and at the times shown above. This proposal is subject to all terms and conditions contained in the Notice, and if the undersigned is the Successful Bidder, the undersigned will comply with all of the provisions contained in the Notice. A cashier’s or certified check or a wire transfer in the amount of $181,200 payable to the order of the Issuer, submitted in the manner set forth in the Notice accompanies this proposal as an evidence of good faith. The acceptance of this proposal by the Issuer by execution below shall constitute a contract between the Issuer and the Successful Bidder for purposes of complying with Rule 15c2-12 of the Securities and Exchange Commission and a bond purchase agreement for purposes of the laws of the State of Kansas. Submitted by: (LIST ACCOUNT MEMBERS ON REVERSE) By: Telephone No. ( ) ACCEPTANCE Pursuant to action duly taken by the Governing Body of the City of Salina, Kansas, the above proposal is hereby accepted on October 19, 2020. Attest: Clerk Mayor NOTE: No additions or alterations in the above proposal form shall be made, and any erasures may cause rejection of any bid. Email bids may be submitted with the Municipal Advisor at arteberryd@stifel.com or electronic bids may be submitted via PARITY®, at or prior to 12:00 p.m., Central Time, on October 19, 2020. Any bid received after such time will not be accepted. This Preliminary Official Statement and the information contained herein are subject to completion and amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This Preliminary Official Statement is intended solely for solicitation of initial bids to purchase the Bonds.PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER 13, 2020 New Issues Moody’s Ratings: ‘Aa3’ Book-Entry Only In the opinion of Gilmore & Bell, P.C., Bond Counsel to the City, under existing law and assuming continued compliance with certain requirements of the Internal Revenue Code of 1986, as amended (the “Code”): (1) the interest on the Bonds [(including any original issue discount properly allocable to an owner thereof)] is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax, (2) the interest on the Bonds is exempt from income taxation by the State of Kansas, and (3) the Bonds have not been designated as “qualified tax-exempt obligations” within the meaning of Code Section 265(b)(3). See TAX MATTERS in this Official Statement. $9,060,000* CITY OF SALINA, KANSAS GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B Dated: Date of Delivery Due: As Shown Herein The General Obligation Improvement and Refunding Bonds [update to “General Obligation Improvement and Refunding Bonds” throughout], Series 2020-B Bonds (the “Bonds”) will be issued by the Issuer, as fully registered bonds, without coupons. Purchases of the Bonds will be made in book-entry only form in the denomination of $5,000 or any integral multiple thereof (the “Authorized Denomination”). Principal on the Bonds will be payable annually on October 1 in the years shown herein. Interest on the Bonds will be payable semiannually on April 1 and October 1 of each year until maturity or earlier redemption, commencing on April 1, 2021 (the “Bond Interest Payment Date”). The Treasurer of the State of Kansas will be designated as paying agent and registrar or the Bonds (the “Bond Paying Agent” and “Bond Registrar”). The Bonds are subject to redemption at the option of the City as further described herein. See THE BONDS – “Redemption Provisions” herein. MATURITY SCHEDULE (see inside front cover) The full faith, credit, and resources of the City are irrevocably pledged for the prompt payment of the principal and interest on the Bonds as the same becomes due. See THE BONDS - “Security” herein. The Bonds are offered when, as and if issued by the City and received by the Underwriters subject to the approval of legality by Gilmore & Bell, P.C., Kansas City, Missouri, Bond Counsel to the City. It is expected that the Bonds will be available for delivery through the facilities of DTC, in New York, New York, on or about November 19, 2020. BIDS FOR THE PURCHASE OF THE BONDS WILL BE RECEIVED PURSUANT TO THE NOTICE OF SALE On or before 12:00 p.m., Central Time On Monday, October 19, 2020 THIS COVER PAGE CONTAINS INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THE ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. * Preliminary; subject to change. MATURITY SCHEDULE $9,060,000(1) GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B Base CUSIP(2) Maturity Amount Rate Yield 794744 10-01-21 $960,000 10-01-22 950,000 10-01-23 765,000 10-01-24 640,000 10-01-25 645,000 10-01-26 650,000 10-01-27 650,000 10-01-28 475,000 10-01-29(3) 480,000 10-01-30(3) 495,000 10-01-31(3) 410,000 10-01-32(3) 410,000 10-01-33(3) 420,000 10-01-34(3) 425,000 10-01-35(3) 435,000 10-01-36(3) 250,000 (1) Preliminary; subject to change. (2) CUSIP numbers have been assigned to this issue by CUSIP Global Services, which is managed on behalf of the American Bankers Association by S&P Capital IQ, a subsidiary of The McGraw-Hill Companies, Inc., and are included solely for the convenience of the Owners of the Bonds. Neither the City nor the Underwriters shall be responsible for the selection or correctness of the CUSIP numbers set forth above. (3) At the option of the City, Bonds maturing on October 1, 2028 and thereafter, will be subject to redemption and payment prior to their Stated Maturity on October 1, 2027, and at any time thereafter, as a whole or in part (selection of maturities and the amount of Bonds of each maturity to be redeemed to be determined by the City 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 Redemption Date. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE BONDS ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SECURITIES AND EXCHANGE COMMISSION. THE REGISTRATION, QUALIFICATION OR EXEMPTION OF THE BONDS IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAW PROVISIONS OF THE JURISDICTIONS IN WHICH THESE BONDS HAVE BEEN REGISTERED, QUALIFIED OR EXEMPTED SHOULD NOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE JURISDICTIONS NOR ANY OF THEIR AGENCIES HAVE GUARANTEED OR PASSED UPON THE SAFETY OF THE BONDS AS AN INVESTMENT, UPON THE PROBABILITY OF ANY EARNINGS THEREON OR UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. THIS OFFICIAL STATEMENT CONTAINS STATEMENTS THAT ARE “FORWARD-LOOKING STATEMENTS” AS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. WHEN USED IN THIS OFFICIAL STATEMENT, THE WORDS “ESTIMATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED IN SUCH FORWARD- LOOKING STATEMENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD- LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE HEREOF. THIS PRELIMINARY OFFICIAL STATEMENT IS DEEMED TO BE FINAL (EXCEPT FOR PERMITTED OMISSIONS) BY THE ISSUER FOR PURPOSES OF COMPLYING WITH RULE 15c2-12 OF THE SECURITIES AND EXCHANGE COMMISSION. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. ______________________________________________________________________________________________ CITY OF SALINA, KANSAS City/County Building - Room 206 300 West Ash P. O. Box 736 Salina, Kansas 67402-0736 CITY COMMISSION Mike Hoppock, Mayor Melissa Rose Hodges, Vice Mayor Trent W. Davis, M.D., Commissioner Rod Franz, Commissioner Karl Ryan, Commissioner CITY STAFF Mike Schrage, City Manager Debbie Pack, Finance Director Shandi Wicks, City Clerk CITY ATTORNEY Greg Bengtson Clark, Mize & Linville, Chartered Salina, Kansas BOND COUNSEL Gilmore & Bell, P.C. Kansas City, Missouri MUNICIPAL ADVISOR Stifel, Nicolaus & Company, Incorporated Kansas City, Missouri No dealer, broker, salesman or other person has been authorized by the City or the Underwriter to give any information or to make any representations with respect to the Bonds, other than those contained in this Official Statement, and if given or made, such other information or representations must not be relied upon as having been authorized by the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein concerning the Issuer has been furnished by the Issuer and other sources which are believed to be reliable, but such information is not guaranteed as to accuracy or completeness. The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the Federal Securities Laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof. This Official Statement does not constitute a contract between the Issuer or the Underwriters and any one or more of the purchasers, Owners or Beneficial Owners of the Bonds. All financial and other information presented herein, except for information expressly attributed to other sources, has been provided by the City from its records and is intended to show recent historic information. Such information is not guaranteed as to accuracy or completeness. All descriptions of laws and documents contained herein are only summaries and are qualified in their entirety by reference to such laws and documents. TABLE OF CONTENTS Page INTRODUCTORY STATEMENT ............................................................................................................. 1 THE BONDS ......................................................................................................................................... 2 THE DEPOSITORY TRUST COMPANY ................................................................................................... 6 THE FINANCING PLAN ......................................................................................................................... 8 SOURCES AND USES OF FUNDS .......................................................................................................... 9 RISK FACTORS AND INVESTMENT CONSIDERATIONS ......................................................................... 9 LEGAL MATTERS ................................................................................................................................. 12 TAX MATTERS ..................................................................................................................................... 12 RATINGS .............................................................................................................................................. 14 MUNICIPAL ADVISOR .......................................................................................................................... 14 UNDERWRITING ................................................................................................................................. 14 ABSENCE OF MATERIAL LITIGATION ................................................................................................... 14 CONTINUING DISCLOSURE ................................................................................................................. 14 CERTIFICATION OF OFFICIAL STATEMENT .......................................................................................... 15 APPENDIX A: INFORMATION CONCERNING THE CITY FINANCIAL OVERVIEW OF THE CITY .............................................................................................. A-1 GENERAL INFORMATION CONCERNING THE CITY ........................................................................ A-2 ECONOMIC INFORMATION CONCERNING THE CITY ..................................................................... A-6 DEBT SUMMARY OF THE CITY ....................................................................................................... A-9 FINANCIAL INFORMATION CONCERNING THE CITY ...................................................................... A-13 APPENDIX B: FORM OF CONTINUING DISCLOSURE UNDERTAKING APPENDIX C: AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDING DECEMBER 31, 2019 [THIS PAGE INTENTIONALLY LEFT BLANK] 1 OFFICIAL STATEMENT CITY OF SALINA, KANSAS $9,060,000* GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B INTRODUCTORY STATEMENT General The purpose of this Official Statement is to present certain information concerning the City of Salina, Kansas (the “Issuer” or “City”), and the offering of its $9,060,000* General Obligation Improvement and Refunding Bonds, Series 2020-B (the “Bonds”). The Bonds are being issued to provide funds to refinance certain outstanding bonds and loans of the City and to finance the acquisition of emergency communications equipment. See THE FINANCING PLAN herein. The full faith, credit, and resources of the City are irrevocably pledged for the prompt payment of the principal and interest on the Bonds as the same becomes due. See THE BONDS - “Security” herein. The Appendices are an integral part of this Official Statement and should be read in their entirety. All financial and other information presented herein has been provided by the City and other sources deemed to be reliable. The presentation of information herein is intended to show recent historic information and is not intended to indicate future or continuing trends in the financial position or other affairs of the City. Stifel, Nicolaus & Company, the Municipal Advisor, has assisted the Issuer with the preparation of this Official Statement, but has not independently verified the factual and financial information contained herein. Gilmore & Bell, P.C., Kansas City, Missouri, Bond Counsel to the City, has not assisted in the preparation of nor reviewed this Official Statement, except to the extent described under the sections captioned THE BONDS, LEGAL MATTERS, TAX MATTERS, and APPENDIX B – FORM OF CONTINUING DISCLOSURE UNDERTAKING and, accordingly, expresses no opinion as to the accuracy or sufficiency of any other information contained herein. Definitions Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the ordinance and resolution of the governing body of the City authorizing the Bonds (collectively, the “Bond Resolution”), as applicable. Copies of the Bond Resolution are available upon request to the City or the Municipal Advisor. Additional Information Additional information regarding the City or the Bonds may be obtained from Stifel, Nicolaus & Company, Incorporated, 4801 Main Street, Kansas City, Missouri 64112, telephone 816-474-1100. *Preliminary; subject to change. 2 THE BONDS Authority The Bonds are being issued pursuant to and in full compliance with the Constitution and statutes of the State of Kansas, including without limitation K.S.A. 10-101 et seq., K.S.A. 10-427 et seq., K.S.A. 12-110c, and K.S.A. 65-163d et seq, and Article 12, Section 5 of the Constitution of the State of Kansas, all as amended and supplemented from time to time, and the Bond Resolution adopted by the governing body of the City authorizing the issuance of the Bonds. Security The Bonds shall be general obligations of the City, payable as to both principal and interest 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 City. The full faith, credit and resources of the City are hereby irrevocably pledged for the prompt payment of the principal of and interest on the Bonds as the same become due. Levy and Collection of Annual Tax, Transfer to Debt Service Account The governing body of the Issuer shall annually make provision for the payment of principal of, premium, if any, and interest on the Bonds as the same become due by, to the extent necessary, levying and collecting the necessary taxes upon all of the taxable tangible property within the Issuer in the manner provided by law. Such taxes shall be extended upon the tax rolls in each of the several years, respectively, 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 transferred to the Debt Service Account and shall be used solely for the payment of the principal of and interest on the Bonds as and when the same become due, taking into account any scheduled mandatory redemptions, and the fees and expenses of the Paying Agent. Description The Bonds shall consist of fully registered book-entry-only bonds in an Authorized Denomination and shall be numbered in such manner as the Bond Registrar shall determine. All of the Bonds will be dated as of November 19, 2020 (the “Dated Date”), shall become due in the amounts, on the Stated Maturities, and subject to redemption and payment prior to their Stated Maturities, and shall bear interest at the rates per annum set forth on the inside cover page of this Official Statement. The Bonds shall bear interest (computed on the basis of twelve 30-day months) from the later of the Dated Date or the most recent Bond Interest Payment Date to which interest has been paid, on the Bond Interest Payment Dates in the manner hereinafter set forth. Redemption Provisions Optional Redemption. At the option of the City, Bonds or portions thereof maturing on October 1, 2028 and thereafter may be called for redemption and payment prior to their Stated Maturity on October 1, 2027, and at any time thereafter as a whole or in part (selection of maturities and the amount of Bonds of each maturity to be redeemed to be determined by the City 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. Selection of Bonds to be Redeemed. Bonds shall be redeemed only in an Authorized Denomination. When less than all of the Bonds are to be redeemed and paid prior to their Stated Maturity, such Bonds shall be redeemed in such manner as the City shall determine, Bonds of less than a full Stated Maturity shall be selected by the Bond Registrar in minimum Authorized Denomination in such equitable manner as the Bond Registrar may determine. In the case of 3 a partial redemption of Bonds by lot when Bonds 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 Bond of a minimum Authorized Denomination. If it is determined that one or more, but not all, of the minimum Authorized Denomination value represented by any Bond is selected for redemption, then upon notice of intention to redeem such minimum Authorized Denomination, the Owner or the Owner’s duly authorized agent shall forthwith present and surrender such Bond to the Bond Registrar: (1) for payment of the Redemption Price and interest to the Redemption Date of such minimum Authorized Denomination value called for redemption, and (2) for exchange, without charge to the Owner thereof, for a new Bond or Bonds of the aggregate principal amount of the unredeemed portion of the principal amount of such Bond. If the Owner of any such Bond fails to present such Bond to the Bond Paying Agent for payment and exchange as aforesaid, such Bond shall, nevertheless, become due and payable on the redemption date to the extent of the minimum Authorized Denomination value called for redemption (and to that extent only). Notice and Effect of Call for Redemption. Unless waived by any Owner of Bonds to be redeemed, if the City shall call any Bonds for redemption and payment prior to the Stated Maturity thereof, the City shall give written notice of its intention to call and pay said Bonds to the Bond Registrar. In addition, the City shall cause the Bond Registrar to give written notice of redemption to the Owners of said Bonds. 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. 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 Bonds are to be redeemed, the identification (and, in the case of partial redemption of any Bonds, the respective principal amounts) of the Bonds to be redeemed; (d) a statement that on the Redemption Date the Redemption Price will become due and payable upon each such Bond 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 Bonds are to be surrendered for payment of the Redemption Price, which shall be the principal office of the Bond 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 City shall deposit with the Bond Paying Agent an amount of money sufficient to pay the Redemption Price of all the Bonds or portions of Bonds that are to be redeemed on such Redemption Date. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds 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 City defaults in the payment of the Redemption Price) such Bonds or portion of Bonds shall cease to bear interest. For so long as the Securities Depository is effecting book-entry transfers of the Bonds, the Bond Registrar shall provide the notices specified to the Securities Depository. It is expected that the Securities Depository shall, in turn, notify its Participants and that the Participants, in turn, will notify or cause to be notified the Beneficial Owners. Any failure on the part of the Securities Depository or a Participant, or failure on the part of a nominee of a Beneficial Owner of a Bond (having been mailed notice from the Bond Registrar, the Securities Depository, a Participant or otherwise) to notify the Beneficial Owner of the Bond so affected, shall not affect the validity of the redemption of such Bond. In addition to the foregoing notice, the City shall provide such notices of redemption as are required by the Disclosure Undertaking. The Bond Paying Agent is also directed to comply with any mandatory or voluntary 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 Bond. Designation of Bond Paying Agent and Bond Registrar The City will at all times maintain a paying agent and bond registrar meeting the qualifications set forth in the Bond Resolution. The City reserves the right to appoint a successor paying agent or bond registrar. No resignation or removal of the paying agent or bond registrar shall become effective until a successor has been appointed and has accepted the duties of paying agent or bond registrar. Every paying agent or bond registrar appointed by the City shall at all times meet the requirements of Kansas law. 4 The Treasurer of the State of Kansas, Topeka, Kansas (the “Bond Registrar” and “Bond Paying Agent”) has been designated by the City as paying agent for the payment of principal of and interest on the Bonds and bond registrar with respect to the registration, transfer and exchange of Bonds. Registration, Transfer and Exchange of Bonds As long as any of the Bonds remain Outstanding, each Bond when issued shall be registered in the name of the Owner thereof on the Bond Register. Bonds may be transferred and exchanged only on the Bond Register as hereinafter provided. Upon surrender of any Bond at the principal office of the Bond Registrar, the Bond Registrar shall transfer or exchange such Bond for a new Bond or Bonds in any authorized denomination of the same Stated Maturity and in the same aggregate principal amount as the Bond that was presented for transfer or exchange. Bonds 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 Bond 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 Bonds is exercised, the Bond Registrar shall authenticate and deliver Bonds in accordance with the provisions of the Bond Resolution. The City shall pay the fees and expenses of the Bond Registrar for the registration, transfer and exchange of Bonds. Any additional costs or fees that might be incurred in the secondary market, other than fees of the Bond Registrar, are the responsibility of the Owners of the Bonds. In the event any Owner fails to provide a correct taxpayer identification number to the Bond Paying Agent, the Bond 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. The City and the Bond Registrar shall not be required (a) to register the transfer or exchange of any Bond that has been called for redemption after notice of such redemption has been mailed by the Bond Paying Agent 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 Bond during a period beginning at the opening of business on the day after receiving written notice from the City of its intent to pay Defaulted Interest and ending at the close of business on the date fixed for the payment of Defaulted Interest. Method and Place of Payment of the Bonds The principal of, or Redemption Price, and interest on the Bonds shall be payable in any coin or currency which, on the respective dates of payment thereof, is legal tender for the payment of public and private debts. The principal or Redemption Price of each Bond shall be paid at Maturity to the Person in whose name such Bond is registered on the Bond Register at the Maturity thereof, upon presentation and surrender of such Bond at the principal office of the Bond Paying Agent. The interest payable on each Bond on any Bond Interest Payment Date shall be paid to the Owner of such Bond as shown on the Bond Register at the close of business on the Record Date for such interest (a) by check or draft mailed by the Bond Paying Agent to the address of such Owner shown on the Bond Register or at such other address as is furnished to the Bond Paying Agent in writing by such Owner; or (b) in the case of an interest payment to Cede & Co. or any Owner of $500,000 or more in aggregate principal amount of Bonds, by electronic transfer to such Owner upon written notice given to the Bond Registrar by such 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. “Record Date” means, for the interest payable on any Bond Interest Payment Date, the fifteenth day (whether or not a Business Day) of the calendar month next preceding such Bond Interest Payment Date. Notwithstanding the foregoing, any Defaulted Interest with respect to any Bond shall cease to be payable to the Owner of such Bond on the relevant Record Date and shall be payable to the Owner in whose name such Bond 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. The City shall notify the Bond Paying Agent in writing of the amount 5 of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment (which date shall be at least 30 days after receipt of such notice by the Bond Paying Agent) and shall deposit with the Bond Paying Agent an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest. Following receipt of such funds the Bond 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 Bond Paying Agent shall notify the City of such Special Record Date and 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 Bond entitled to such notice not less than 10 days prior to such Special Record Date. SO LONG AS CEDE & CO., REMAINS THE REGISTERED OWNER OF THE BONDS, THE BOND PAYING AGENT SHALL TRANSMIT PAYMENTS TO THE SECURITIES DEPOSITORY, WHICH SHALL REMIT SUCH PAYMENTS IN ACCORDANCE WITH ITS NORMAL PROCEDURES. See “THE BONDS – Book-Entry Bonds; Securities Depository.” Payments Due on Saturdays, Sundays and Holidays In any case where a Bond Payment Date is not a Business Day, then payment of principal, Redemption Price or interest need not be made on such Bond Payment Date but may be made on the next succeeding Business Day with the same force and effect as if made on such Bond Payment Date, and no interest shall accrue for the period after such Bond Payment Date. Book-Entry Bonds; Securities Depository The Bonds shall initially be registered to Cede & Co., the nominee for the Securities Depository, and no Beneficial Owner will receive certificates representing their respective interests in the Bonds, except in the event the Bond Registrar issues Replacement Bonds. It is anticipated that during the term of the Bonds, the Securities Depository will make book-entry transfers among its Participants and receive and transmit payment of principal of, premium, if any, and interest on, the Bonds to the Participants until and unless the Bond Registrar authenticates and delivers Replacement Bonds to the Beneficial Owners as described in the following paragraphs. The City may decide, subject to the requirements of the Operational Arrangements of DTC (or a successor Securities Depository), and the following provisions of this section to discontinue use of the system of book-entry transfers through DTC (or a successor Securities Depository): (a) If the City determines (1) that the Securities Depository is unable to properly discharge its responsibilities, or (2) that the Securities Depository is no longer qualified to act as a securities depository and registered clearing agency under the Securities and Exchange Act of 1934, as amended, or (3) that the continuation of a book-entry system to the exclusion of any Bonds being issued to any Owner other than Cede & Co. is no longer in the best interests of the Beneficial Owners of the Bonds; or (b) if the Bond Registrar receives written notice from Participants having interest in not less than 50% of the Bonds Outstanding, as shown on the records of the Securities Depository (and certified to such effect by the Securities Depository), that the continuation of a book-entry system to the exclusion of any Bonds being issued to any Owner other than Cede & Co. is no longer in the best interests of the Beneficial Owners of the Bonds, then the Bond Registrar shall notify the Owners of such determination or such notice and of the availability of certificates to owners requesting the same, and the Bond Registrar shall register in the name of and authenticate and deliver Replacement Bonds to the Beneficial Owners or their nominees in principal amounts representing the interest of each, making such adjustments as it may find necessary or appropriate as to accrued interest and previous calls for redemption; provided, that in the case of a determination under (a)(1) or (a)(2) of this paragraph, the City, with the consent of the Bond Registrar, may select a successor securities depository in accordance with the following paragraph to effect book-entry transfers. In such event, all references to the Securities Depository herein shall relate to the period of time when the Securities Depository has possession of at least one Bond. Upon the issuance of Replacement Bonds, all references 6 herein to obligations imposed upon or to be performed by the Securities Depository shall be deemed to be imposed upon and performed by the Bond Registrar, to the extent applicable with respect to such Replacement Bonds. If the Securities Depository resigns and the City, the Bond Registrar or Owners are unable to locate a qualified successor of the Securities Depository, then the Bond Registrar shall authenticate and cause delivery of Replacement Bonds to Owners, as provided herein. The Bond Registrar may rely on information from the Securities Depository and its Participants as to the names of the Beneficial Owners of the Bonds. The cost of printing, registration, authentication, and delivery of Replacement Bonds shall be paid for by the City. In the event the Securities Depository resigns, is unable to properly discharge its responsibilities, or is no longer qualified to act as a securities depository and registered clearing agency under the Securities and Exchange Act of 1934, as amended, the City may appoint a successor Securities Depository provided the Bond Registrar receives written evidence satisfactory to the Bond Registrar with respect to the ability of the successor Securities Depository to discharge its responsibilities. Any such successor Securities Depository shall be a securities depository which is a registered clearing agency under the Securities and Exchange Act of 1934, as amended, or other applicable statute or regulation that operates a securities depository upon reasonable and customary terms. The Bond Registrar upon its receipt of a Bond or Bonds for cancellation shall cause the delivery of the Bonds to the successor Securities Depository in appropriate denominations and form as provided in the Bond Resolution. THE DEPOSITORY TRUST COMPANY 1. The Depository Trust Company (“DTC”), New York, New York, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully- registered bond will be issued for each scheduled maturity of the Bonds, and will be deposited with DTC. 2. DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.6 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of “AA+”. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. 3. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. 7 4. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. 6. Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. 7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). 8. Redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Issuer or Paying Agent, on the payment date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC nor its nominee, the Paying Agent, or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Issuer or Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. 9. A Beneficial Owner shall give notice to elect to have its Bonds purchased or tendered, through its Participant, to the Paying Agent, and shall effect delivery of such Bonds by causing the Direct Participant to transfer the Participant’s interest in the Bonds, on DTC’s records, to the Paying Agent. The requirement for physical delivery of the Bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Bonds are transferred by Direct Participants on DTC’s records and followed by a book-entry credit of tendered Bonds to the Paying Agent’s DTC account. 10. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Issuer or Paying Agent. Under such circumstances, in the event that a successor securities depository is not obtained, certificates are required to be printed and delivered. 11. The Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, certificates will be printed and delivered to DTC. 12. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the Issuer believes to be reliable, but the Issuer takes no responsibility for the accuracy thereof. 8 THE FINANCING PLAN The Refunding Plan A portion of the proceeds from the sale of the Bonds will be used to currently refund the City’s outstanding General Obligation Refunding Bonds, Series 2010-B and General Obligation Internal Improvement Bonds, Series 2012-A. The following is a description of the bonds to be refunded: General Obligation Bonds, Series 2010-B Outstanding Amount Maturity Date Interest Rate Redemption Date Redemption Price $300,000 10/01/2021 2.70% 11/20/2020 100% 310,000 10/01/2022 2.75% 11/20/2020 100% 135,000 10/01/2023 3.00% 11/20/2020 100% General Obligation Internal Improvement Bonds, Series 2012-A Outstanding Amount Maturity Date Interest Rate Redemption Date Redemption Price $160,000 10/01/2021 1.65% 11/20/2020 100% 160,000 10/01/2022 1.85% 11/20/2020 100% 165,000 10/01/2023 2.00% 11/20/2020 100% 170,000 10/01/2024 2.10% 11/20/2020 100% 175,000 10/01/2025 2.20% 11/20/2020 100% 175,000 10/01/2026 2.35% 11/20/2020 100% 180,000 10/01/2027 2.45% 11/20/2020 100% The Improvements Proceeds from the sale of the Bonds will be used to provide long term financing for certain capital improvement and equipment acquisition projects for the City and to pay the costs associated with the issuance of the Bonds. The improvements and acquisitions are as follows: Project Description Ord./Res. No. Authority Amount* Emergency Communications System Improvements Ord. 20-11043 Kansas Constitution Article 12, Section 5 $2,100,000 Fire Fighting Equipment Res. 20-7809 K.S.A. 12-110c 1,400,000 Public Water Supply System Improvements – Water Main Tool Res. 20-7880 K.S.A. 65-163d et esq. 3,650,000 Total $7,450,000 *Plus costs of issuance 9 A portion of the costs of the water main improvements was financed by a loan from the State of Kansas, Department of Health and Environment described below. The City plans to prepay the outstanding balance of the loan on December 4, 2020 from proceeds of the Bonds as follows: Loan Description Project Number Year Maturity Date Original Loan Amount Outstanding Amount Prepayment Amount KDHE 2841 2014 08/01/36 $4,250,000 $3,520,775 $3,520,775 SOURCES AND USES OF FUNDS Funds to be used in the Financing Plan will be provided and applied approximately as follows, exclusive of accrued interest. Sources of Funds: Principal Amount Original Issue Premium/ Discount Total Sources of Funds Uses of Funds: Redemption of Refunded Bonds Redemption of KDHE Loan Acquisition of Equipment Underwriter’s Discount Costs of Issuance Total Application of Funds RISK FACTORS AND INVESTMENT CONSIDERATIONS A PROSPECTIVE PURCHASER OF THE BONDS DESCRIBED HEREIN SHOULD BE AWARE THAT THERE ARE CERTAIN RISKS ASSOCIATED WITH THE BONDS WHICH MUST BE RECOGNIZED. THE FOLLOWING STATEMENTS REGARDING CERTAIN RISKS ASSOCIATED WITH THE OFFERING SHOULD NOT BE CONSIDERED AS A COMPLETE DESCRIPTION OF ALL RISKS TO BE CONSIDERED IN THE DECISION TO PURCHASE THE BONDS. PROSPECTIVE PURCHASERS OF THE BONDS SHOULD ANALYZE CAREFULLY THE INFORMATION CONTAINED IN THIS OFFICIAL STATEMENT AND ADDITIONAL INFORMATION IN THE FORM OF THE COMPLETE DOCUMENTS SUMMARIZED HEREIN, COPIES OF WHICH ARE AVAILABLE AND MAY BE OBTAINED FROM THE CITY OR THE UNDERWRITERS. Legal Matters Various state and federal laws, regulations and constitutional provisions apply to the obligations created by the Bonds. There is no assurance that there will not be any change in, interpretation of, or addition to such applicable laws, provisions and regulations which would have a material effect, either directly or indirectly, on the City or the taxing authority of the City. Limitations on Remedies Available to Owners of Bonds The enforceability of the rights and remedies of the owners of Bonds, and the obligations incurred by the City in issuing the Bonds, are subject to the following: the federal Bankruptcy Code and applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter in effect; usual equity principles which may limit the specific enforcement under state law of certain remedies; the exercise by the United States of America of the powers delegated to it by the United States Constitution; and the reasonable and necessary exercise, in certain unusual situations, of the police power inherent in the State of Kansas and its governmental subdivisions in the interest of serving a legitimate and significant 10 public purpose. Bankruptcy proceedings, or the exercise of powers by the federal or state government, if initiated, could subject the owners of the Bonds to judicial discretion and interpretation of their rights in bankruptcy and otherwise, and consequently may involve risks of delay, limitation or modification of their rights. Debt Service Source; Issuer’s Tax Revenues The Bonds 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. The Legislature may from time to time adopt changes in the property tax system or method of imposing and collecting property and/or sales taxes within the State. The effects of such legislative changes could affect the Issuer’s property tax and sales tax collections, and the impact could be material. Other future events, such as the loss of a major taxpayer, reductions in assessed value, increases in property tax rates of overlapping taxing units, or a decrease in sales tax revenues could increase effective property tax rates and the resulting increase could be material. Taxpayers may also challenge the value of property assigned by the county appraiser. If a taxpayer valuation challenge is successful, the liability of the Issuer to refund property taxes previously paid under protest may have a material adverse effect on the Issuer’s financial situation. See “APPENDIX A – FINANCIAL INFORMATION CONCERNING THE CITY - Appraisal and Assessment Procedures.” Kansas Public Employees Retirement System As described in “APPENDIX A – GENERAL INFORMATION CONCERNING THE CITY – Pension and Employee Retirement Plans,” the Issuer participates in the Kansas Public Employees Retirement System (“KPERS”), as an instrumentality of the State to provide retirement and related benefits to public employees in Kansas. KPERS administers three statewide defined benefit retirement plans for public employees which are separate and distinct with different membership groups, actuarial assumptions, experience, contribution rates and benefit options. The Issuer participates in the Police and Firemen’s Retirement System (“KP&F”) and the Public Employees Retirement System – Local Group (the “Plan”). Under existing law, employees make contributions and the Issuer makes all employer contributions to the Plan; neither the employees nor the Issuer are directly responsible for any unfunded accrued actuarial liability (“UAAL”). However, the Plan contribution rates may be adjusted by legislative action over time to address any UAAL. According to KPERS’ Valuation Report, the Local Group had an UAAL of approximately $1.502 billion in calendar year 2019 and KP&F had an UAAL of approximately $949 million. Taxation of Interest on the Bonds Opinions of Bond Counsel will be obtained to the effect that interest earned on the Bonds is excludable from gross income for federal income tax purposes under current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable rulings and regulations under the Code; however, an application for a ruling has not been made and an opinion of counsel is not binding upon the Internal Revenue Service. There can be no assurance that the present provisions of the Code, or the rules and regulations thereunder, will not be adversely amended or modified, thereby rendering the interest earned on the Bonds includable in gross income for federal income tax purposes. The City has covenanted in the Bond Resolution and in other documents and certificates to be delivered in connection with the issuance of the Bonds to comply with the provisions of the Code, including those which require the City to take or omit to take certain actions after the issuance of the Bonds. Because the existence and continuation of the excludability of the interest on the Bonds depends upon events occurring after the date of issuance of the Bonds, the opinion of Bond Counsel described under “TAX MATTERS” assumes the compliance by the City with the provisions of the Code described above and the regulations relating thereto. No opinion is expressed by Bond Counsel with respect to the excludability of the interest on the Bonds in the event of noncompliance with such provisions. The failure of the City to comply with the provisions described above may cause the interest on the Bonds to become includable in gross income as of the date of issuance. 11 Premium on the Bonds The initial offering prices of certain maturities of the Bonds that are subject to optional redemption may be in excess of the respective principal amounts thereof. Any person who purchases such a Security in excess of its principal amount, whether during the initial offering or in a secondary market transaction, should consider that the Bonds are subject to redemption at par under the various circumstances described under THE BONDS – “Redemption Provisions.” No Additional Interest or Mandatory Redemption upon Event of Taxability The Bond Resolution does not provide for the payment of additional interest or penalty on the Bonds or the mandatory redemption thereof if the interest thereon becomes includable in gross income for federal income tax purposes. Likewise, the Bond Resolution does not provide for the payment of any additional interest or penalty on the Bonds if the interest thereon becomes subject to income taxation by the State of Kansas. Suitability of Investment The tax exempt feature of the Bonds is more valuable to high tax bracket investors than to investors who are in low tax brackets, and so the value of the interest compensation to any particular investor will vary with individual tax rates. Each prospective investor should carefully examine this Official Statement, including the Appendices hereto, and its own financial condition to make a judgment as to its ability to bear the economic risk of such an investment, and whether or not the Bonds are an appropriate investment. Market for the Bonds Ratings. The Bonds have been assigned the financial ratings set forth in the section hereof titled RATINGS. There is no assurance that a particular rating will remain in effect for any given period of time or that it will not be revised, either downward or upward, or withdrawn entirely, if in the judgment of the agency originally establishing such rating, circumstances so warrant. Any downward revision or withdrawal of any rating may have an adverse affect on the market price of the Bonds. Secondary Market. There is no assurance that a secondary market will develop for the purchase and sale of the Bonds. Prices of Bonds traded in the secondary market, though, are subject to adjustment upward and downward in response to changes in the credit markets. From time to time it may be necessary to suspend indefinitely secondary market trading in the Bonds as a result of financial condition or market position of broker- dealers, prevailing market conditions, lack of adequate current financial information about the City, or a material adverse change in the financial condition of the City, whether or not the Bonds are in default as to principal and interest payments, and other factors which may give rise to uncertainty concerning prudent secondary market practices. Recent Legislative Proposals Congress and the President periodically work on various proposals to increase income taxes and to reduce tax deductions and expenditures. These discussions have made it clear that the tax exemption of municipal bonds is considered a tax expenditure and as such there is no guaranty that the tax exempt status on municipal bonds will remain unchanged as a result of these discussions. If a legislative change is enacted which results in all, or a portion, of the interest on the Bonds being subjected to Federal income taxes, such legislation or proposals could affect the value or marketability of the Bonds. Prospective purchasers of the Bonds should consult their own tax advisers regarding the impact of any change in law on the Bonds. 12 COVID-19 On March 11, 2020, the World Health Organization proclaimed the Coronavirus (COVID-19) to be a pandemic. In an effort to lessen the risk of transmission of COVID-19, the United States government, state and local governments and private industries have taken measures to limit social interactions in an effort to limit the spread of COVID-19, affecting business activities and impacting global, state and local commerce and financial markets. Within the State, the Governor issued an Executive Order instituting a temporary State-wide stay-at-home order. The stay-at-home order expired on May 4, 2020, and the Governor has provided the framework for a phased reopening of the State’s economy. Governmental authorities continue efforts to contain and limit the spread of COVID-19. Future revenue collections, including property tax and special assessment collections that are essential to repayment of the Bonds, may deviate from historical or anticipated levels. The emergence of COVID-19 and the spread thereof is an emerging and evolving issue. The Issuer is not able to predict and makes no representations as to the economic impact of the COVID-19 pandemic on the Issuer. LEGAL MATTERS All matters incident to the authorization and issuance of the Bonds by the City are subject to the approval of Gilmore & Bell, P.C., Kansas City, Missouri, Bond Counsel to the City. The factual and financial information appearing herein has been supplied or reviewed by certain officials of the City and its certified public accountants, as referred to herein. Bond Counsel has participated in the preparation of the matters appearing in the sections of this Official Statement captioned THE BONDS, LEGAL MATTERS, TAX MATTERS, and APPENDIX B – FORM OF CONTINUING DISCLOSURE UNDERTAKING. TAX MATTERS General The following is a summary of the material federal and State of Kansas income tax consequences of holding and disposing of the Bonds. This summary is based upon laws, regulations, rulings and judicial decisions now in effect, all of which are subject to change (possibly on a retroactive basis). This summary does not discuss all aspects of federal income taxation that may be relevant to investors in light of their personal investment circumstances or describe the tax consequences to certain types of holders subject to special treatment under the federal income tax laws (for example, dealers in securities or other persons who do not hold the Bonds as a capital asset, tax-exempt organizations, individual retirement accounts and other tax deferred accounts, and foreign taxpayers), and, except for the income tax laws of the State of Kansas, does not discuss the consequences to an owner under state, local or foreign tax laws. The summary does not deal with the tax treatment of persons who purchase the Bonds in the secondary market. Prospective investors are advised to consult their own tax advisors regarding federal, state, local and other tax considerations of holding and disposing of the Bonds. Opinion of Bond Counsel In the opinion of Bond Counsel, under the law existing as of the issue date of the Bonds: Federal Tax Exemption: The interest on the Bonds [(including any original issue discount properly allocable to an owner thereof)] is excludable from gross income for federal income tax purposes. Alternative Minimum Tax. Interest on the Bonds is not an item of tax preference for purposes of computing the federal alternative minimum tax. 13 Bank Qualification. The Bonds have not been designated as “qualified tax-exempt obligations” for purposes of Code §265(b). Kansas Tax Exemption. The interest on the Bonds is exempt from income taxation by the State of Kansas. No Other Opinions. Bond Counsel’s opinions are provided as of the date of the original issue of the Bonds, subject to the condition that the City comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excludable from gross income for federal income tax purposes. The City has covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. Bond Counsel is expressing no opinion regarding other federal, state or local tax consequences arising with respect to the Bonds. Other Tax Consequences [Original Issue Discount. For federal income tax purposes, original issue discount (“OID”) is the excess of the stated redemption price at maturity of a security over its issue price. The issue price of a security is generally the first price at which a substantial amount of the security of that maturity has been sold to the public. Under Code § 1288, OID on tax-exempt obligations accrues on a compound basis. The amount of OID that accrues to an owner of a Security during any accrual period generally equals: (a) the issue price of such Security plus the amount of OID accrued in all prior accrual periods; multiplied by (b) the yield to maturity on such Security (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period); minus (c) any interest payable on such Security during such accrual period. The amount of OID so accrued in a particular accrual period will be considered to be received ratably on each day of the accrual period, will be excludable from gross income for federal income tax purposes, and will increase the owner’s tax basis in such Security. Prospective investors should consult their own tax advisors concerning the calculation and accrual of OID.] [Original Issue Premium. For federal income tax purposes, premium is the excess of the issue price of a Security over its stated redemption price at maturity. The issue price of a Security is generally the first price at which a substantial amount of the Bonds of that maturity have been sold to the public. Under Code §171, premium on tax- exempt obligations amortizes over the term of the Security using constant yield principles, based on the purchaser’s yield to maturity. As premium is amortized, the owner’s basis in the Security and the amount of tax-exempt interest received will be reduced by the amount of amortizable premium properly allocable to the owner, which will result in an increase in the gain (or decrease in the loss) to be recognized for federal income tax purposes on sale or disposition of the Security prior to its maturity. Even though the owner’s basis is reduced, no federal income tax deduction is allowed. Prospective investors should consult their own tax advisors concerning the calculation and accrual of premium.] Sale, Exchange or Retirement of Bonds. Upon the sale, exchange or retirement (including redemption) of a Security, an owner of the Security generally will recognize gain or loss in an amount equal to the difference between the amount of cash and the fair market value of any property received on the sale, exchange or retirement of the Security (other than in respect of accrued and unpaid interest) and such owner’s adjusted tax basis in the Security. To the extent the Bonds are held as a capital asset, such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the Security has been held for more than 12 months at the time of sale, exchange or retirement. Reporting Requirements. In general, information reporting requirements will apply to certain payments of principal, interest and premium paid on Bonds, and to the proceeds paid on the sale of Bonds, other than certain exempt recipients (such as corporations and foreign entities). A backup withholding tax will apply to such payments if the owner fails to provide a taxpayer identification number or certification of foreign or other exempt status or fails to report in full dividend and interest income. The amount of any backup withholding from a payment to an owner will be allowed as a credit against the owner’s federal income tax liability. 14 Collateral Federal Income Tax Consequences. Prospective purchasers of the Bonds should be aware that ownership of the Bonds may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, individual recipients of Social Security or Railroad Retirement benefits, certain S corporations with “excess net passive income,” foreign corporations subject to the branch profits tax, life insurance companies, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry or have paid or incurred certain expenses allocable to the Bonds. Bond Counsel expresses no opinion regarding these tax consequences. Purchasers of Bonds should consult their tax advisors as to the applicability of these tax consequences and other federal income tax consequences of the purchase, ownership and disposition of the Bonds, including the possible application of state, local, foreign and other tax laws. RATINGS Moody’s Investors Service has assigned a rating of “Aa3” to the Bonds. Any explanation of the significance of such rating may be obtained only from said rating agency. There is no assurance that the ratings will remain for any given period of time or that they may not be lowered or withdrawn entirely by the rating service if, in their judgment, circumstances so warrant. Any such downward change in or withdrawal of the ratings may have an adverse effect on the market price of the Bonds. MUNICIPAL ADVISOR Stifel, Nicolaus & Company, Incorporated, Kansas City, Missouri, has acted as Municipal Advisor to the City in connection with the sale of the Bonds. The Municipal Advisor has assisted the Issuer with the preparation of this Official Statement, but has not independently verified the factual and financial information contained herein. The Municipal Advisor has also assisted the City with other matters relating to the issuance of the Securities. The fees of the Municipal Advisor are contingent upon the issuance of the Bonds. UNDERWRITING The Bonds were purchased at public sale by [__________] (the “Underwriter”) at a price equal to the par amount of the Bonds, plus a net premium of $[________], less an underwriting discount of $[________]. ABSENCE OF MATERIAL LITIGATION The Transcript of Proceedings will contain a certificate of non-litigation dated as of the closing date and executed by the City to the effect that, except as disclosed in the Official Statement, there is no controversy, suit, or proceeding of any kind pending or, to the knowledge of the City, threatened wherein or whereby any question is raised, or may be raised, questioning, disputing, or affecting in any way the legal organization of the City or its boundaries or the legality of any official act shown to have been done regarding the issuance of the Bonds or the constitutionality or validity of the obligation represented by the Bonds or the means provided for the payment of the Bonds. CONTINUING DISCLOSURE The Securities and Exchange Commission (the “SEC”) has promulgated amendments to Rule 15c2-12 (the “Rule”), requiring continuous secondary market disclosure. In connection with the issuance of the Bonds, the Issuer will enter into a continuing disclosure undertaking (the “Disclosure Undertaking”) wherein the Issuer covenants to annually provide certain financial information and operating data (collectively, the “Annual Report”) and other information necessary to comply with the Rule, and to transmit the same to the Municipal Securities Rulemaking Board. Pursuant to the Disclosure Undertaking, this Issuer has agreed to file its Annual Report with the national repository (“EMMA”) not more than 180 days after the end of the City’s Fiscal Year, commencing with Fiscal Year ended in December 31, 2020. 15 In Bond Resolution, the Issuer covenants with the Underwriter and the Beneficial Owners to apply the provisions of the Disclosure Undertaking to the Bonds. This covenant is for the benefit of and is enforceable by the Beneficial Owners of the Bonds. For more information regarding the Disclosure Undertaking, see “APPENDIX B – FORM OF CONTINUING DISCLOSURE UNDERTAKING.” The Issuer believes it has complied during the past five years with its prior undertakings under the Rule, except as follows: 1. Certain operating data for the fiscal year ended December 31, 2014 was timely filed in summary form. Additional details related to such summary information were included in the City’s audited financial statements for the fiscal year ended December 31, 2014 that were filed on October 26, 2015. 2. During the past five years, the Issuer has made filings of event notices on EMMA with respect to certain bond calls, defeasances, and rating changes, however, during said time period, the Issuer did not make timely filings of event notices on EMMA relating to all bond calls, defeasances or rating changes. The Issuer believes this information was disseminated or available through other sources. The Issuer’s audited financial statements for each of the last five fiscal years were not completed by the filing deadlines primarily because of challenges with financial software conversion (which has since been completed), staff turnover and delayed receipt of component unit audits. In compliance with the Issuer’s prior disclosure undertakings, the Issuer timely filed unaudited financial statements and promptly filed audited financial statements when they became available. CERTIFICATION OF THIS OFFICIAL STATEMENT The preparation and distribution of this Official Statement has been authorized by the City. This Official Statement is hereby duly approved by the governing body of the City as of the date on the cover page hereof. CITY OF SALINA, KANSAS [THIS PAGE INTENTIONALLY LEFT BLANK] A-1 APPENDIX A FINANCIAL OVERVIEW OF THE CITY 2019 Estimated Actual Valuation (1) $ 3,294,115,685 2019 Assessed Valuation $ 509,082,680 Outstanding General Obligation Bonds (2) $ 65,940,000 Population (2018 U.S. Census Bureau Estimate) 46,550 General Obligation Debt Per Capita $ 1,417 Ratio of General Obligation Debt to Estimated Actual Valuation 2.00% Ratio of General Obligation Debt to Estimated Assessed Valuation 12.95% Outstanding Temporary Notes $ 7,050,000 Outstanding State Loans (3) $ 32,648,609 Outstanding Lease Purchase Obligations $ 656,261 Outstanding Utility System Revenue Bonds $ 9,615,000 Outstanding Special Obligation Revenue Bonds $ 22,400,000 Overlapping General Obligation Debt (4) $ 116,091,878 Direct and Overlapping General Obligation Debt (5) $ 221,730,487 Direct and Overlapping General Obligation Debt Per Capita $ 4,763 Ratio of Direct and Overlapping Debt to Estimated Actual Valuation 6.73% Ratio of Direct and Overlapping Debt to Estimated Assessed Valuation 43.55% _________________ (1) For a further description of how Estimated Actual Valuation is calculated and additional historical figures see the section titled FINANCIAL INFORMATION CONCERNING THE CITY – “Estimated Actual Valuation”. (2) Includes the Bonds. Does not include outstanding bonds to be refunded with the proceeds from the sale of the Bonds. See THE FINANCING PLAN – “The Refunding Plan” herein. (3) Does not include the loan to be redeemed with proceeds from the sale of the Bonds. See THE FINANCING PLAN – “The Improvements” herein. The City intends to repay such loans from the net revenues of its municipal water and sewer system. However, such loans are ultimately secured by the City’s full faith and credit. See DEBT SUMMARY OF THE CITY – “Current Indebtedness – State Loans”. (4) For a more detailed explanation of the overlapping debt of the other jurisdictions, see DEBT SUMMARY OF THE CITY - “Current Indebtedness – Overlapping Debt”. (5) Includes outstanding general obligation bonds, temporary notes and state loans of the City and general obligation bonds of overlapping jurisdictions. A-2 GENERAL INFORMATION CONCERNING THE CITY Location and Size The City of Salina is located in north central Kansas, near the geographic center of the contiguous United States. It is the seventh largest city in Kansas, with a 2019 U.S. Census Bureau estimate of 46,550. The City is the county seat for Saline County which had an estimated 2019 U.S. Census Bureau population estimate of 54,224. Situated at the intersection of Interstate Highways 70 and 135, the City of Salina serves as the industrial, medical, retail, trade and service hub for north central Kansas. Kansas City, Kansas, and Wichita, Kansas, are 175 and 95 miles away, respectively, via the direct access of these two major highways. The City encompasses a total area of approximately 23 square miles. Government The Town of Salina was organized in 1858 under the Town and Village Act in the State of Kansas. The City has had a Commission-City Manager form of government since 1921. The Commission comprises five members elected at-large. Each year the Commission chooses one member to act as Mayor. The City Manager is appointed by the Governing Body and acts as its primary agent in accordance with state statute. Other city officers and employees are appointed by the City Manager. The Governing Body is responsible for the policy determination, and the City Manager is responsible for the administration of the municipal government. Salina became a City of the first class on July 9, 1920. There are no organized city employee unions. The present elected officials of the City, along with the expiration of their current terms of office, are as follows: Name Title Term Expires Mike Hoppock Mayor 2022 Melissa Rose Hodges Vice Mayor 2022 Trent W. Davis, M.D. Commissioner 2024 Karl F. Ryan Commissioner 2024 Rod Franz Commissioner 2022 Population The following table and graph show the population for the City for selected years as provided by the U.S. Census Bureau. All figures are estimates unless otherwise indicated. U.S. Census Year Bureau Population 2019 46,550 2018 46,716 2017 46,994 2016 47,336 2015 47,813 2010 (Actual) 47,777 A-3 Police and Fire Protection The City of Salina provides police and fire protection services to residents of the City and surrounding areas. The two departments employ 202 full-time employees for out of the 445 total employed by the City. Firefighting services are provided from four stations located throughout the City with 88 full-time firefighters. The fire department operates 31 vehicles and provides emergency medical services. The Department was recently upgraded to an Insurance Services Office rating of 2. The police department employs 109 personnel, of which 83 are sworn positions. The Department operates 45 police vehicles, including patrol vehicles, motorcycles, and scooters. Both Departments are accredited by their respective professional organizations. Educational Facilities The City of Salina has a very complete and diverse educational system from the primary level up to its higher educational institutions. Unified School District No. 305 provides public education through its eight elementary, two middle, and two senior high schools. The District also operates alternative education, vocational-technical, and special education schools. Current enrollment is approximately 7,300. Additionally, there are a number of parochial institutions that operate two grade schools, two junior high schools, and one senior high school. The City is home to five regional or private upper-level specialty schools. The Kansas Highway Patrol has a training academy located in Salina. Kansas State University Polytechnic Campus at Salina. The University offers a variety of two- and four-year aviation and technology degree programs. Areas of emphasis include civil, electrical and mechanical engineering technologies, aeronautical studies, and avionics. The campus is located entirely within the boundaries of the Salina Airport Industrial Center. Approximately 814 students are currently enrolled in the school. Kansas Wesleyan University. Kansas Wesleyan University was founded in 1886 and is located within the City. Currently, Kansas Wesleyan maintains an enrollment of approximately 825 students, the majority from Kansas and surrounding states. The school, based on a liberal arts foundation, offers more than 50 major programs, including graduate studies. Evening degree completion programs for adults are also available. Kansas Wesleyan is a member of the Associated Colleges of Central Kansas, a consortium of six academic institutions within 70 miles of the University through which students may enroll in courses and utilize resources. The University of Kansas School of Medicine and School of Nursing have a campus in Salina. This campus is aimed at students with a strong desire to practice medicine in rural areas. The School of Medicine accepts just 8 students and the School of Nursing started with 17 students in 2017 with plans to grow to 48 students. Transportation In addition to I-70 and I-135, US-81 and US-40 also intersect Salina. Several freight companies provide motor freight service in Salina with direct and connecting schedules to all cities in the United States. Bus service is available at regular intervals during each day in all directions. Union Pacific gives the City rail service in four directions out of the City and provides daily package-car service in and out of Salina. There are approximately 8 daily freights stopping in the City. Existing terminals have adequate capacity to handle present and greatly increased future capacity. Approximately 30 miles of storage tracks are available. The City is served by the Salina Regional Airport and scheduled air service is provided by United Airlines. The airline offers daily scheduled passenger air service to Denver International Airport and Chicago O’Hare International Airport. A-4 Utilities and Infrastructure Evergy, Inc. supplies electricity and Kansas Gas Service provides natural gas to the City. The City owns its own water and sewage system. Additionally, the City is responsible for street maintenance and police and fire protection for the Airport. SBC provides telephone service. Two cellular phone companies provide service to the City. Health Facilities The City is served by Salina Regional Health Center (“SRHC”), a 394-bed (223 staffed) regional facility. SRHC is an acute care facility for the diagnosis and treatment of all types of diseases and conditions, and includes a cancer treatment center and two medical office buildings. The institution is also a 50% partner in a separate surgical hospital adjacent to the Asbury campus of SRHC. Several other facilities providing mental health services, counseling, and alcohol and drug dependency treatment programs are located in the City. Financial Institutions Four banks are headquartered in the City and reported combined deposits in excess of $942.056 million as of Spring, 2019. A savings bank has a branch office in the City. There are several credit unions available in the city. Source: Kansas Bank Directory Pension and Employee Retirement Plans The Issuer participates in the Kansas Public Employees Retirement System (“KPERS”) established in 1962, as an instrumentality of the State, pursuant to K.S.A. 74-4901 et seq., to provide retirement and related benefits to public employees in Kansas. KPERS is governed by a board of trustees consisting of nine members each of whom serve four-year terms. The board of trustees appoints an executive director to serve as the managing officer of KPERS and manage a staff to carry out daily operations of the system. As of June 30, 2019, KPERS serves approximately 318,000 members and approximately 1,500 participating employers, including the State, school districts, counties, cities, public libraries, hospitals and other governmental units. KPERS administers the following three statewide, defined benefit retirement plans for public employees: (a) Kansas Public Employees Retirement System; (b) Kansas Police and Firemen’s Retirement System; and (c) Kansas Retirement System for Judges. These three plans are separate and distinct with different membership groups, actuarial assumptions, experience, contribution rates and benefit options. The Kansas Public Employees Retirement System is the largest of the three plans, accounting for approximately 95% of the members. The Kansas Public Employees Retirement System is further divided into two separate groups, as follows: (a) State/School Group - includes members employed by the State, school districts, community colleges, vocational-technical schools and educational cooperatives. The State of Kansas makes all employer contributions for this group, the majority of which comes from the State General Fund. (b) Local Group - all participating cities, counties, library boards, water districts and political subdivisions are included in this group. Local employers contribute at a different rate than the State/School Group rate. A-5 KPERS is currently a qualified, governmental, § 401(a) defined benefit pension plan, and has received IRS determination letters attesting to the plan’s qualified status dated October 14, 1999 and March 5, 2001. KPERS is also a “contributory” defined benefit plan, meaning that employees make contributions to the plan. This contrasts it from noncontributory pension plans, which are funded solely by employer contributions. The Issuer's employees currently annually contribute 6% of their gross salary to the plan if such employees are KPERS Tier 1 members (covered employment prior to July 1, 2009), KPERS Tier 2 members (covered employment on or after July 1, 2009), or KPERS Tier 3 members (covered employment on or after January 1, 2015). The Issuer's contribution varies from year to year based upon the annual actuarial valuation and appraisal made by KPERS, subject to legislative caps on percentage increases. The Issuer's contribution is 8.61% of the employee’s gross salary for calendar year 2020. The Issuer’s contribution is projected to change to 8.87% of gross compensation for calendar year 2021. In addition, the Issuer contributes 1% of the employee’s gross salary for Death and Disability Insurance for covered employees. According to the Valuation Report as of December 31, 2019 (the “2019 Valuation Report”) the KPERS Local Group, of which the Issuer is a member, carried an unfunded accrued actuarial liability (“UAAL”) of approximately $1.502 billion at the end of 2019. The amount of the UAAL in 2019 changed from the previous year’s amount due to the factors discussed in the 2019 Valuation Report; such report also includes additional information relating to the funded status of the KPERS Local Group, including recent trends in the funded status of the KPERS Local Group. A copy of the 2019 Valuation Report is available on the KPERS website at kpers.org/about/reports.html. The Issuer has no means to independently verify any of the information set forth on the KPERS website or in the 2019 Valuation Report, which is the most recent financial and actuarial information available on the KPERS website relating to the funded status of the KPERS Local Group. The 2019 Valuation Report sets the employer contribution rate for the period beginning January 1, 2022, for the KPERS Local Group, and KPERS’ actuaries identified that an employer contribution rate of 8.90% of covered payroll would be necessary, in addition to statutory contributions by covered employees, to eliminate the UAAL by the end of the actuarial period set forth in the 2019 Valuation Report. The statutory contribution rate of employers currently equals the 2019 Valuation Report’s actuarial rate. As a result, members of the Local Group are adequately funding their projected actuarial liabilities and the UAAL can be expected to diminish over time. The required employer contribution rate may increase up to the maximum statutorily allowed rate, which is 1.2% in fiscal year 2017 and thereafter. The Issuer has established membership in the Kansas Police and Fire Retirement System (“KP&F”) for its police and fire personnel. KP&F is a division of and is administered by KPERS. Annual contributions are adjusted annually based on actuarial studies, subject to legislative caps on percentage increases. According to the 2019 Valuation Report, KP&F carried an UAAL of approximately $949 million at the end of 2019. For KP&F, the Issuer's employees currently annually contribute 7.15% of their gross salary to the plan. For the year beginning January 1, 2020, the Issuer contributes 21.93% of employees’ gross compensation. Beginning January 1, 2021, the Issuer’s contribution is projected to change to 22.80% of gross compensation for calendar year 2021. The Issuer is required to implement GASB 68 – Accounting and Financial Reporting for Pensions. KPERS produces a Schedule of Employer and Nonemployer Allocations and Schedules of Pension Amounts by Employer and Nonemployer (the “GASB 68 Report”) which provides the net pension liability allocated to each KPERS participant, including the Issuer. The GASB 68 Report is available on the KPERS website at kpers.org/about/reports.html. The Issuer has no means to independently verify any of the information set forth on the KPERS website or in the GASB 68 Report. It is important to note that under existing State law, the Issuer has no legal obligation for the UAAL or the net pension liability calculated by KPERS, and such figures are for informational purposes only. A-6 Other Information Public recreation facilities available to city residents include 27 parks, a public golf course, baseball/softball fields, the Kenwood Cove Aquatic Park, the Stifel Theatre for the Performing Arts, the Salina Community Theater, two museums and tennis courts. Two private clubs provide additional recreational opportunities for residents of the City. The Tony’s Pizza Events Center (formerly the Bicentennial Center), a 7,500-seat facility, with over 40,000 square feet of exhibit space, nicknamed “Mid-America’s Meeting Place”, provides a venue for the region’s numerous concerts, exhibitions, conventions, and other events are also held in the Center. There are several radio stations in the City. Five standard television stations from Wichita serve the Salina area. Additionally, Cox Communications provides cable television and broadband internet service to subscribing customers. One public library with over 230,000 volumes, two college libraries, a medical library, and a law library are located within the City. ECONOMIC INFORMATION CONCERNING THE CITY The City of Salina benefits from its location at the junction of Interstate Highways 70 and 135. This convenient location has drawn numerous national and regional companies to open manufacturing or distribution centers in or adjacent to the City. Such companies include Schwan’s Global Supply Chain, Inc., Salina Vortex, GeoProbe, Bergkamp, Kasa Industrial Controls, Premier Pneumatics, Great Plains Manufacturing, PKM Steel, Crestwood Cabinets, McShares, Inc., Pepsi Cola, Rev Group, Exide Battery, Advance Auto Parts Distribution Center, and Signify. Currently, manufacturing, retail trade, and service industries rank as the three primary employers in the City. No single industry is dominant. The government sector and wholesale trade industries make up the second tier of Salina employers. The City serves as a 24-county regional trade center for north central Kansas. Many individuals and businesses within a 70-mile radius travel to the City to purchase consumer goods and services. This designation as a regional trade center is supported by the fact that the City had the third highest “trade pull factor” of all Kansas first class cities in 2017 according to Kansas State University. City trade pull factor is computed by dividing the per capita sales tax of a city by the statewide per capita sales tax. According to the Economic Impact Report, from December 31, 2016, over businesses and organizations at the Salina Regional Airport and Airport Industrial Center employed 5,996 employees with a total level economic activity for 2017 for approximately $1,1,68,468,359 . The report also cited that the Airport/Airport Industrial Center accounted for 14.3 percent of the employment in Saline County and 37 percent of the total economic activity in a seven-county area. The estimated median household income for the City in 2018 was $49,079 and owner-occupied housing rates in the City were 64.7%. Salina is a city centered more on industry than agriculture. Currently, there are approximately 100 manufacturing and processing companies located in the City. The City, Saline County, the Chamber of Commerce, and the Salina Airport Authority have developed several economic incentives which can be offered as inducements to opening industrial facilities. These include property tax abatement for basic industry, the waiving of building permit and inspection fees, refunding of sales tax paid on machinery and equipment, and providing training for employees through the Salina Area Technical College and the Kansas State University at Salina. Additionally, a “build- to-suit-tenant” agreement is available on sites in the Airport Industrial Center that can provide 100% financing for land and building costs. A-7 In recent years, Dillon Companies, Inc., a subsidiary of Kroger Company, recently opened a 77,000 square foot facility. Dick’s Sporting Goods and Marshalls clothing store opened in a building formerly occupied by Sutherland Lumber Company. In addition, several new restaurants have opened or expanded, including Olive Garden, Longhorn Steakhouse, Starbucks, Taco Bell and Daimaru Steakhouse. The Salina Airport Authority The Salina Airport Authority (the “Authority”) is a body corporate and politic. The Authority was created by the City of Salina in April 1965 pursuant to the authority granted by the City by the surplus property and public airport authority act of the State of Kansas. The Authority was created for the purpose of accepting as surplus property portions of the former Schilling Air Force Base, which was closed by the United States Department of Defense in June 1965. By quitclaim deed the Authority received over 2,900 acres of land and numerous buildings for the purpose of operating and developing the Salina Municipal Airport and the Salina Airport Industrial Center. The Authority is managed and controlled by a five-member Board of Directors appointed by the Salina City Commission. In 2012, the Salina Municipal Airport was renamed the Salina Regional Airport. The Salina Regional Airport (the “Airport”) is the only commercial service airport serving Salina/Saline County and the 24-county area, which comprises North Central Kansas. The Airport also services the corporate, business, private aviation and flight training needs of industry, business and individuals in the area. The Airport is also used by Kansas State University Polytechnic (“KSUP”). The campus of KSUP is located adjacent to the Airport. KSUP offers degrees in professional flight training, airframe and power plant maintenance, UAS, airport management and avionics technology. In April 2018, United Airlines began daily service from Salina to Chicago and Denver. The airline provides maximum connection opportunities for both business and leisure travelers. Customers also have the opportunity to accrue frequent flier miles in United’s MileagePlus loyalty program. With 550 daily United and United Express flights from Chicago and 370 daily United and United Express flights from Denver, Salina travelers have access to destinations around the globe. Salina passengers enjoy service aboard the quiet, comfortable Bombardier- manufactured Canadair Regional Jet, CRJ200. SkyWest Airlines is a top CRJ200 operator and has been named manufacturer’s most reliable operator in North America five times. Also adding to the increased enplanement count is the Airport’s status as an Airport of Embarkation/Debarkation by the Fort Riley, Kansas Army Installation located just 60 miles to the east of Salina on I-70. The Airport also accommodates a wide variety of aircraft including business jets, military, flight training and general aviation aircraft. During 2019, the Salina Air Traffic Control Tower logged over 76,000 aircraft operations serving the needs of over 7,000 business jets, the professional flight training department of Kansas State University, general aviation and military aircraft. The Airport’s fixed base operator, Avflight Salina, delivered over 2.2 million gallons of fuel to the wide variety of aircraft utilizing the Airport during 2019 and 118,337 as of January 2020. The Airport and Airport Industrial Center is home for over 100 businesses and organizations. Fifty- eight of the businesses and organizations are tenants of the Authority. One of the primary functions of the Authority is to facilitate the continued growth of jobs and payroll at the Airport and Airport Industrial Center. The Authority works in partnership with the City of Salina, Saline County, and the Salina Area Chamber of Commerce, and the Kansas Department of Commerce for the retention of existing business and industry and the recruitment of new business and industry. A 2016 report prepared by the Docking Institute at Fort Hays State University cited the business and organizations located at the Salina Regional Airport and Airport Industrial Center contributed approximately 60 percent of the total economic activity in Saline County during 2014. . In 2020 it was announced that Schwan’s Company will undertake a 400,000 square foot expansion of its production plant at the Industrial Center which will result in up to 225 new full-time jobs. A-8 Major Employers Industrial development during the past ten years has established a broad, industrial base in and around the City. A list of the major employers is as follows. All figures represent total full-time employment excluding seasonal and part-time employees. Estimated Name Product/Business Employment Salina Regional Health Center Healthcare 1,875 Schwan’s Global Supply Chain, Inc. Manufacturing 1,700 Unified School District No. 305 School System 1,500 Great Plains Manufacturing Agricultural & Landscaping Equipment 1,100 Exide Technologies Battery Manufacturer 600 City of Salina City Government 425 Salina Vortex Manufacturing 375 REV Group Manufacturing 300 Walmart Discount Retail 250 Signify Manufacturing 190 Source: Salina Chamber of Commerce Income The following table shows the per capita personal income for residents of Saline County and the State during the years indicated: Saline State of Year County Kansas 2018 N/A $50,155 2017 47,945 47,603 2016 44,732 47,221 2015 43,552 47,161 2014 41,447 46,393 2013 41,096 45,838 2012 40,235 44,795 Source: Kansas Statistical Abstract Labor Force The following tables show the labor force figures for the City of Salina and the State of Kansas. City of Salina: Total Unemployment Year Labor Force Employed Unemployed Rate 2020 (July) 26,234 24,359 1,875 7.1% 2019 25,338 24,583 755 3.0 2018 25,685 24,784 781 3.1 2017 26,055 25,198 857 3.3 2016 26,194 25,170 1,024 3.9 2015 26,353 25,313 1,040 3.9 A-9 State of Kansas: Total Unemployment Year Labor Force Employed Unemployed Rate 2020 (July) 1,514,277 1,398,366 115,911 7.7% 2019 1,486,620 1,439,563 47,057 3.2 2018 1,491,587 1,445,819 45,768 3.1 2017 1,478,783 1,425,216 53,567 3.6 2016 1,484,001 1,422,122 61,879 4.2 2015 1,499,009 1,435,884 63,125 4.2 Source: Kansas Department of Labor DEBT SUMMARY OF THE CITY Current Indebtedness The following is an overview of the City’s outstanding indebtedness by classification as of the dated date of the Bonds. General Obligation Bonds: Date Amount Final Amount Issued Series Purpose of Issue Maturity Outstanding 10-15-10 2010-B Refunding 7,860,000 10-01-23 0(1) 07-15-11 2011-A Improvements 6,565,000 10-01-21 375,000 07-15-12 2012-A Improvements 2,365,000 10-01-27 0(1) 02-15-13 2013-A Taxable Improvements 1,360,000 10-01-28 815,000 07-15-13 2013-B Improvements 4,330,000 10-01-33 2,660,000 07-30-14 2014-A Improvements 7,570,000 10-01-34 4,305,000 07-29-15 2015-A Refunding and Improvement 6,825,000 10-01-35 5,160,000 07-27-16 2016-A Improvements 6,570,000 10-01-36 5,505,000 07-27-16 2016-B Refunding 13,750,000 10-01-31 11,785,000 07-27-17 2017-A Improvements 9,310,000 10-01-37 8,350,000 11-27-18 2018-A Improvements 2,090,000 10-01-33 1,865,000 04-24-19 2019-A Improvements 11,090,000 10-01-39 10,850,000 04-29-20 2020-A Improvements 5,210,000 10-01-35 5,210,000 11-19-20 2020-B Refunding and Improvement 9,060,000 10-01-36 9,060,000(2) Total $65,940,000 (1) Does not include bonds to be refunded with the proceeds from the sale of the Bonds. (2) Preliminary; subject to change. A portion of the City’s outstanding general obligation bonds are payable from special assessments levied upon properties benefited by certain internal improvement projects, local option sales tax and transfers from enterprise funds of the City. If such payments are not provided in a timely manner, the principal of and interest on the bonds must then be paid from the City’s ability to levy unlimited ad valorem taxes. See FINANCIAL INFORMATION - “Special Assessments” for a further description of special assessment financing. A-10 Temporary Notes: Series Date Issued Final Maturity Date Original Note Amount Amount Outstanding 2020-1 04-29-20 05-01-21 $7,050,000 )$7,050,000 Utility System Revenue Bonds: Revenue bonds are payable solely from the net revenues derived by the City from the operation of its combined water and sewage system. Revenue bonds do not represent a general obligation indebtedness of the City for which the City’s taxing ability has been pledged. Date Issued Pledged Revenue Series Amount of Issue Final Maturity Amount Outstanding 09-11-19 Water and Sewer System 2019 $10,330,000 10-01-31 $9,615,000 Lease Obligations (as of December 31, 2019): Special Obligation Revenue Bonds: The following special obligation revenue bonds are payable solely from sales tax collected within certain special districts in the City. Revenue bonds do not represent a general obligation indebtedness of the City for which the City’s taxing ability has been pledged. Date Issued Pledged Revenue Series Amount of Issue Final Maturity Amount Outstanding 12-21-18 Sales Tax Revenue 2018-A $18,250,000 12-01-38 $18,080,000 12-21-18 Sales Tax Revenue 2018-B 4,320,000 12-01-38 4,320,000 Total: $22,400,000 State Loans The following is a list of outstanding loans the City has taken out through the Kansas Department of Health and Environment (“KDHE”) revolving loan fund programs. KDHE loans are typically repaid by net revenues from municipal water or sewer systems. Regardless of the intended source of repayment, the loans are ultimately secured by the City’s ability to levy unlimited ad valorem property taxes. Project Number Purpose Year Originated Final Payment Date Original Amount Amount Outstanding KDHE 2629 Water 2014 08-01-34 $8,562,911 $6,044,214 KDHE 2841 Water 2015 08-01-35 4,250,000 0 (1) KDHE 2917 Water 2019 02-01-40 32,000,000 22,171,697 (2) KDHE 2957 Water 2019 02-01-40 4,250,000 3,343,310 (2) KDHE 2050 Water 2020 08-01-41 2,250,000 1,089,388 (2) KDHE 2997 Water 2020 03-01-35 4,250,000 _______0 (2) $32,648,609 (1) Does not include amounts to be redeemed with proceeds from the sale of the Bonds. (2) Construction on these projects is in progress. The outstanding principal amounts are expected to increase as the Issuer draws additional proceeds to fund construction. Item Year Issued Original Amount Final Year Amount Outstanding HVAC System 2012 $1,100,000 2027 $656,261 A-11 Overlapping Debt According to audited financial statements and bond offering documents, the following table shows the overlapping general obligation indebtedness of the City as of the date of the Bonds. The percent of an overlapping jurisdiction’s debt that is applicable to the City is calculated by dividing the assessed valuation of that portion of the jurisdiction’s boundaries which overlap those of the City by the total assessed valuation of such jurisdiction. Annual Debt Payments The following is a list of annual debt service requirements for the City’s currently outstanding general obligation bonded indebtedness. All amounts are rounded to the nearest whole dollar. 2021 4,710,000 1,820,290 2022 4,875,000 1,594,509 2023 4,905,000 1,405,039 2024 4,830,000 1,215,494 2025 4,510,000 1,086,169 2026 3,785,000 960,649 2027 3,545,000 851,616 2028 3,410,000 752,731 2029 3,130,000 655,474 2030 2,655,000 570,061 2031 2,650,000 495,259 2032 2,555,000 418,964 2033 2,535,000 342,350 2034 2,345,000 265,394 2035 2,125,000 194,250 2036 1,610,000 130,763 2037 1,240,000 83,175 2038 725,000 43,950 2039 740,000 22,200 56,880,000 12,908,335 Amount Estimated Share of the City Jurisdiction Outstanding Amount Percentage Salina Airport Authority $ 18,750,000 $ 18,750,000 100.00% Saline County* 212,786 157,258 73.90 Unified School District No. 305 104,270,000 97,184,620 93.20 $116,091,878 Existing Bonds Series 2020-B Bonds Year Principal Interest Principal Interest Total A-12 Historical Debt Information The following table shows historical balances of outstanding general obligation bonds for the City during the most recent five-year period. Bonds Debt to Debt to U.S. Debt Outstanding Assessed Estimated Actual Census Per Year December 31 Valuation Valuation Population Capita 2019 $58,710,000 11.53% 1.78% 46,550 $1,261.22 2018 54,885,000 11.25 1.74 46,716 1,174.87 2017 59,985,000 12.46 1.94 46,994 1,276.44 2016 56,875,000 12.03 1.87 47,336 1,201.52 2015 57,535,000 12.43 1.94 47,813 1,203.33 2014 63,805,000 13.98 2.19 47,867 1,332.96 Future Indebtedness The City annually prepares and adopts a five-year capital improvements plan. This plan identifies and prioritizes potential capital improvement projects within the City and includes the respective funding sources. Over the next two years the City anticipates issuing general obligation bonds to retire its outstanding general obligation notes as well as providing general obligation note and/or bond funding for approximately $26.3 million of improvements. A portion of the debt service payments on bonds issued for these projects are anticipated to be paid from local sales tax and utility system fees. The City has recently discussed the delaying several of these projects in light of the COVID-19 situation. Borrowing amounts described above do not include future subdivision improvement projects financed with general obligation bonds payable as to both principal and interest in part from special assessments levied upon the benefitted property. The City typically undertakes such projects after receiving and reviewing a valid petition from property owners. See FINANCIAL INFORMATION – “Special Assessments”. The City has been involved with civil litigation concerning environmental contamination in certain areas in the vicinity of the Salina Regional Airport and the Salina Airport Industrial Center. The contamination was caused by military activity that occurred between 1942 and 1966 when the site was operated as the Schilling Air Force Base. The City, the Salina Airport Authority, Unified School District No. 305, and Kansas State University (the “Salina Public Entities”) sued the United States seeking federal funds to clean up federal agency (DoD) caused contamination. The Salina Public Entities reached a mediated settlement agreement with the U.S. Department of Justice (DOJ) and the terms of the settlement are detailed in a Consent Decree filed in U.S. District Court on May 2nd, 2013. The Consent Decree provided for a 10% local share of initial project costs paid by the City. The Consent Decree provided for a remedial investigation and feasibility study (RI/FS) to determine the extent and severity of the contamination and to determine the best method of remediation. The RI/FS has been completed within budget. The Kansas Department of Health and Environment’s Corrective Action Decision (CAD) was issued on July 29, 2019. Issuance of the CAD provided the basis for the resumption of mediation with the Federal Government to determine respective financial responsibilities for remediating the contamination. Mediation resulted in a negotiated settlement ultimately documented in the form of a Consent Decree. The Consent Decree has been formally approved by the Salina Public Entities and is in the final stages of formal approval by the DOJ. Upon the anticipated approval of the Consent Decree by the federal district court, the United States will make the negotiated lump-sum settlement payment to the Salina Public Entities for the purpose of completing the remediation project called for under the CAD. If the contingent need for additional funding to complete the project results in identification of a potentially material local share of the remediation cost, it may be necessary for the City to issue debt to fund the local share. The exact timing and amount, if any, of such borrowing cannot be determined at this time. Debt Payment Record The City has always met principal and interest payments on all outstanding bonds and temporary notes when due and payable. A-13 Legal Debt Limits Cities within Kansas are permitted to issue bonds in an aggregate amount not to exceed 30% of the total assessed valuation of the city. Bonds issued for the purpose of improving, acquiring, enlarging, or extending municipal utilities, including storm and sanitary sewer systems; bonds issued to pay the cost of improvements to intersections and streets in front of city or school district property; bonds for bridges as authorized by a vote of the electors of a city; bonds issued to refund outstanding bonds; and bonds payable from revenue sources other than the general taxing authority of the city are not included in total aggregate debt for purposes of computing a city’s debt limitation. FINANCIAL INFORMATION CONCERNING THE CITY Accounting, Budgeting and Auditing Procedures The City follows a modified accrual basis of accounting for all tax supported funds of the City, including the General Fund. An annual budget of estimated receipts and disbursements for the coming calendar year is required by statute to be prepared for all funds (unless specifically exempted). The budget is prepared utilizing the modified accrual basis which is further modified by the encumbrance method of accounting. For example, commitments such as purchase orders and contracts, in addition to disbursements and accounts payable, are recorded as expenditures. The budget lists estimated receipts by funds and sources and estimated disbursements by funds and purposes. The proposed budget is presented to the governing body of the City prior to August 1, with a public hearing required to be held prior to August 15, with the final budget to be adopted by a majority vote of the governing body of the City prior to August 25 of each year (or October 1 if the City must conduct an election to increase property taxes above the tax lid described below). Budgets may be amended upon action of the governing body after notice and public hearing, provided that no additional tax revenues may be raised after the original budget is adopted. The City may levy taxes in accordance with the requirements of its adopted budget. Property tax levies are based on the adopted budget of the City and the assessed valuations provided by the County appraiser. The Kansas Legislature passed legislation in 2015 and 2016 that, among other things, imposes an additional limit on the aggregate amount of property taxes that may be imposed by cities and counties, without a majority vote of qualified electors of the city or county (the “Tax Lid”). The Tax Lid became effective on January 1, 2017, and provides that, subject to certain exceptions, no city or county may approve an appropriation or budget which provides for funding by property tax revenues in an amount exceeding that of the immediately prior year, as adjusted to reflect the average changes in the consumer price index for the preceding five calendar years and provided that such average shall not be less than zero, unless approved by a majority vote of electors. The Tax Lid does not require an election in the following situations: “(1) Increased property tax revenues that, in the current year, are produced and attributable to the taxation of: (A) The construction of any new structures or improvements or the remodeling or renovation of any existing structures or improvements on real property, which shall not include any ordinary maintenance or repair of any existing structures or improvements on the property; (B) increased personal property valuation; (C) real property located within added jurisdictional territory; (D) real property which has changed in use; (E) expiration of any abatement of property from property tax; or (F) expiration of a tax increment financing district, rural housing incentive district, neighborhood revitalization area or any other similar property tax rebate or redirection program. (2) Increased property tax revenues that will be spent on: (A) Bond, temporary notes, no fund warrants, state infrastructure loans and interest payments not exceeding the amount of ad valorem property taxes levied in support of such payments, and A-14 payments made to a public building commission and lease payments but only to the extent such payments were obligations that existed prior to July 1, 2016; (B) payment of special assessments not exceeding the amount of ad valorem property taxes levied in support of such payments; (C) court judgments or settlements of legal actions against the city or county and legal costs directly related to such judgments or settlements; (D) expenditures of city or county funds that are specifically mandated by federal or state law with such mandates becoming effective on or after July 1, 2015, and loss of funds from federal sources after January 1, 2017, where the city or county is contractually obligated to provide a service; (E) expenses relating to a federal, state or local disaster or federal, state or local emergency, including, but not limited to, a financial emergency, declared by a federal or state official. The board of county commissioners may request the governor to declare such disaster or emergency; or (F) increased costs above the consumer price index for law enforcement, fire protection or emergency medical services. (3) Any increased property tax revenues generated for law enforcement, fire protection or emergency medical services shall be expended exclusively for these purposes but shall not be used for the construction or remodeling of buildings. (4) The property tax revenues levied by the city or county have declined: (A) In one or more of the next preceding three calendar years and the increase in the amount of funding for the budget or appropriation from revenue produced from property taxes does not exceed the average amount of funding from such revenue of the next preceding three calendar years, adjusted to reflect changes in the consumer price index for all urban consumers as published by the United States department of labor for the preceding calendar year; or (B) the increase in the amount of ad valorem tax to be levied is less than the change in the consumer price index plus the loss of assessed property valuation that has occurred as the result of legislative action, judicial action or a ruling by the board of tax appeals.” The Tax Lid also provides that “[w]henever a city or county is required by law to levy taxes for the financing of the budget of any political or governmental subdivision of this state that is not authorized by law to levy taxes on its own behalf, and the governing body of such city or county is not authorized or empowered to modify or reduce the amount of taxes levied therefore, the tax levies of the political or governmental subdivision shall not be included in or considered in computing the aggregate limitation upon the property tax levies of the city or county.” Because of ambiguities in the Tax Lid, it is unclear how the various exceptions will be interpreted and how the provisions will be implemented. As a result, is unclear how the Tax Lid will impact the City. However, as described above, the Tax Lid provides a specific exception for “[b]ond, temporary notes, no fund warrants, state infrastructure loans, and interest payments not exceeding the amount of ad valorem property taxes levied in support of such payments” as well as certain lease payments. Therefore, the City is permitted under the Tax Lid to levy unlimited ad valorem taxes as necessary to pay principal of and interest on the Bonds, as required by the Bond Resolution and the Note Resolution. The City cannot predict the impact of the Tax Lid on the ratings on the Bonds, or the general rating of the City. A change in the rating on the Bonds or a change in the general rating of the City may adversely impact the market price of the Bonds in the secondary market. Kansas law prohibits governmental units from creating indebtedness unless there are funds on hand in the proper accounts and unencumbered by previous action with which to pay such indebtedness. An exception to this cash-basis operation is made where provision has been made for payment of obligations by bonds or other specific debt obligations authorized by law. The financial records of the City are audited annually by a firm of independent certified public accountants in accordance with generally accepted auditing standards. In recent years, the annual audit has been performed by Mize Houser & Company, P.A., Certified Public Accountants, Topeka, Kansas. Copies of the audit reports for the past A-15 five (5) years are on file in the Clerk's office and are available for review. The audit for the Fiscal Year ended December 31, 2018 is attached hereto as APPENDIX C. The City has historically prepared a Comprehensive Annual Financial Report, which includes audited financial statements and other pertinent credit information. Appropriate periodic credit information necessary for maintaining the ratings on the Bonds will be provided by the City to the rating agencies rating the Bonds. The Governmental Accounting Standards Board (GASB) issued Statement No. 34, Basic Financial Statements–and Management’s Discussion and Analysis–for State and Local Governments in June 1999 (“Statement 34”), which established new requirements for the annual financial reports of state and local governments. Among the major changes embodied in Statement 34, governments will now be required to: (a) report on the overall state of the government’s financial health, not just its overall “funds” in a newly required Management’s Discussion and Analysis (MD&A), (b) provide the most complete information available about the cost of delivering services to their citizens in the annual report which will now also include financial statements prepared using full accrual accounting for all of the government’s activities, (c) include information about the government’s public infrastructure assets – such as bridges, roads and storm sewers, and (d) prepare an introductory narrative section analyzing the government’s financial performance. The City has implemented Statement No. 34 in its financial statements. The financial information contained in the Appendices to this Official Statement are an integral part of this document and are intended to be read in conjunction herewith. Financial Statement Summary The following is a summary of the combined revenues, expenditures, and fund balances for the City’s General Fund for the most recent years as shown in the City’s Comprehensive Annual Financial Reports. This summary has not been prepared or reviewed by the City’s auditor. Audited Audited Audited Audited Revenues: 2016 2017 2018 2019 Property Taxes $9,217,596 $10,115,784 $9,743,497 $ 10,801,226 Sales Tax 12,780,891 12,906,032 13,292,626 13,418,742 Other Taxes 6,347,717 5,215,264 5,444,880 5,086,492 Intergovernmental 1,301,106 1,133,310 1,144,717 1,351,967 Charges for Services 6,472,698 6,153,450 6,366,094 5,816,485 Investment Revenue 102,045 3,336 45,477 613,249 Miscellaneous 507,330 1,709,491 452,916 690,676 Total Revenues $36,729,383 $37,236,667 $36,490,207 $37,778,837 Expenditures: General Government $5,422,010 $5,423,241 $5,648,579 $4,591,505 Public Safety 21,664,398 21,628,730 22,952,925 23,692,445 Public Works 5,066,426 5,328,315 5,350,056 5,473,414 Public Health and Sanitation 703,606 749,656 793,780 816,636 Culture and Recreation 4,147,736 4,424,221 4,494,713 4,379,441 Planning and Development 980,950 752,825 766,471 836,690 Capital Outlay 1,098,587 896,026 860,115 985,861 Total Expenditures $39,083,713 $39,203,014 $40,866,639 $40,765,992 Revenues Over (Under) $(2,354,330)$(1,966,347)$(4,376,432) $(2,987,155) Other Sources (Uses) 2,546,500 3,816,500 4,236,500 5,551,752 Net Change in Fund Balance 192,170 1,850,153 $(139,932) $(2,564,597) Fund Balance January 1 $4,840,186 $5,032,356 $6,882,509 $6,742,577 Restatement of Prior Year Balance 0 0 0 0 Fund Balance December 31 $5,032,356 $6,882,509 $6,742,577 $9,307,174 A-16 Assessed Valuation According to the Saline County Clerk’s Office, the following table gives the November 1 assessed valuation of the City, unless otherwise noted, in the years indicated. State Total Real Personal Assessed Motor Assessed Year Estate Property(1) Utilities Vehicle Valuation 2019 $421,108,311 $11,173,863 $22,113,195 $54,687,311 $509,082,680 2018 403,835,383 10,130,718 20,485,144 53,336,677 487,787,922 2017 399,918,216 10,900,308 19,671,685 50,970,796 481,461,005 2016 389,872,825 11,653,719 19,323,055 51,833,505 472,683,104 2015 381,087,426 12,607,815 18,984,453 50,350,566 463,030,260 2014 376,131,346 13,652,885 17,670,147 48,865,900 456,320,278 (1)Personal property valuations began to decline in 2006 as a result of legislative action that started the process of removing significant portions of industrial machinery and equipment from the property tax rolls. (2) Preliminary figures provided by Saline County and used for budgeting purposes. Actual final valuation will be available November 1, 2020 and may change modestly from figures shown. Estimated Actual Valuation Based on assessment percentages provided by Kansas Statutes, real estate equalization ratios provided by the Kansas Department of Revenue (see FINANCIAL INFORMATION CONCERNING THE CITY - “Property Assessment Rates”), and estimated actual valuation figures provided by the Saline County Appraiser’s Office, the following table provides November 1 estimated actual valuations for the City in the years indicated. Residential Real Estate Estimated Year Equalization Ratio Actual Value 2019 N/A 3,294,115,685 2018 11.17% 3,150,409,123 2017 11.04 3,097,885,103 2016 11.36 3,046,949,034 2015 11.28 2,968,008,193 2014 11.65 2,917,267,724 2013 11.55 2,889,385,914 Special Assessments The City has pursued a policy of utilizing special benefit districts to assign the cost of certain internal improvement projects to the property that directly benefits from the construction. Kansas statutes allow for the creation of special benefit districts to pay for the cost of a variety of improvements including street construction, storm water drains, sanitary sewer system improvements, street lighting, water system improvements, recreational facilities, flood control projects, bridges, and parking facilities. The City has typically utilized special benefit districts to pay for the costs associated with constructing streets, sidewalks, curbs, gutters, and lighting in new residential developments within the City. When a developer requests the use of Special Assessments to finance public improvements, the City requires that they pay 20% of the estimated cost of the project in cash, or file a letter of credit equivalent to 35% of the estimated cost of the project. The letter of credit is released when Certificates of Occupancy have been issued for 35% of the lots in the development. Special benefit districts have also been created to pay for the cost of improvements to streets and sidewalks in the City’s downtown area. A-17 The creation of special benefit districts, the determination of property benefited, and the method of allocating the cost of the improvement is at the discretion of the City. Property owners have the ability to suggest improvements through a petition process and to comment on the final amount of their assessment. The City may or may not be included as part of the special benefit district. All property owners have the option to pay their portion of the improvement cost with a one-time payment during a 30-day assessment prepayment period or pay in annual installments with interest over a certain number of years. Upon completion of the special benefit district improvement projects and a 30-day prepayment period, the City issues general obligation bonds to provide for permanent project financing. The payment of the principal of and interest on such bonds is paid from the special assessments levied annually on the benefited property. Special assessments are paid at the same time and in the same manner as ad valorem property taxes. If at any time the special assessments received from the property owners are insufficient to provide for the payment of the principal of and interest on the bonds, the City is obligated to provide for the balance of such payments through its ability to levy unlimited ad valorem property taxes. Tax Collections Tax statements are mailed November 1 each year and may be paid in full or one-half on or before December 20 with the remaining one-half due on or before May 10 of the following year. Taxes that are unpaid on the due dates are penalized at a statutorily prescribed rate until paid or until the property is sold for taxes. Real estate bearing unpaid taxes is advertised for sale in July of each year and is sold by the County for taxes and all legal charges on the first Tuesday in September. Properties that are sold and not redeemed within two years after the tax sale are subject to foreclosure sale, except homestead properties which are subject to foreclosure sale after three years. Personal property taxes are assessed, due and may be paid in the same manner as real estate taxes. Motor vehicle property taxes are based on valuations provided by the Kansas Department of Revenue and the county average tax rate for the county in which the vehicle is registered. Motor vehicle taxes are payable to the county treasurer at the time of the vehicle’s annual registration. Vehicle registration dates are assigned by the State in a manner such as to equal registration over a twelve-month period. Motor vehicle taxes are distributed by the county to the state, city and other taxing jurisdictions based on their proportionate tax levies. Delinquent personal and motor vehicle taxes are penalized at the same rate as delinquent real property taxes. The following is a summary of tax collections for the years shown. Current Current and Delinquent Levy Tax Taxes Tax Collections Tax Collections Year Rate Levied Amount % Amount % 2019* 29.720 $14,956,794 $14,542,516 97.2% $14,565,679 97.4% 2018 28.394 13,780,643 13,427,810 97.4 13,590,888 98.6 2017 26.129 12,728,983 12,381,334 97.3 12,602,044 99.0 2016 27.603 11,564,876 11,320,197 97.9 11,524,101 99.6 2015 27.311 11,209,245 10,984,630 98.0 11,169,600 99.6 2014 27.080 10,991,959 9,312,515 84.7 10,832,972 98.6 2013 26.927 10,868,225 8,101,775 74.5 10,839,120 99.7 2012 26.190 10,550,730 6,597,038 62.5 10,500,249 99.5 *Represents collections through September, 2020. A-18 Tax Levies Nov 2014 Levy Nov 2015 Levy Nov 2016 Levy Nov 2017 Levy Nov 2018 Levy Nov 2019 Levy City of Salina 27.080 27.311 27.603 26.129 28.394 29.720 Salina Library 6.034 5.895 5.893 5.989 6.014 5.913 State Education & Other 1.500 1.500 1.500 1.500 1.500 1.500 Unified School District No. 305 55.605 56.120 55.743 56.501 57.522 55.508 Airport Authority 4.486 4.396 4.396 4.225 4.998 4.447 Central Kansas Extension District 1.285 1.502 1.510 1.475 1.476 1.198 Saline County 37.047 38.275 37.508 37.321 38.437 41.097 Total 134.037 134.999 134.153 133.140 138.341 139.383 Largest Taxpayers According to the Saline County Clerk’s Office, the following table lists the largest taxpayers in the City, their November 2019 assessed valuations, and the percentage each taxpayer comprised of the total assessed valuation of the City. % of Type of Assessed Total Company Business Valuation Valuation Evergy, Inc. Utility $13,682,027 2.69% SFC Global Supply Chain Inc Manufacturing 6,855,966 1.35 Kansas Gas Service Utility 4,415,353 0.87 RAF Salina LLC Retail Shopping Center 4,296,499 0.85 S&B Motels Inc Motel 3,774,927 0.74 Central Mall Realty Holding LLC Retail Shopping Center 2,868,321 0.56 Union Pacific Railroad Co. Railroad 2,570,668 0.51 Menard Inc. Home Improvement Store 2,465,098 0.49 Individual Residential 2,440,724 0.48 Sam’s Real Estate Business Trust/Walmart Discount Store 2,286,508 0.45 Total $45,656,091 8.99% Building Permits Issued Building permits issued by the City currently maintain steady levels. This table reflects both private developments as well as the expansion to the educational facilities in the community. The five-year history of the total value of permits issued is: Year Value 2020* $32,853,799 2019 48,135,086 2018 71,862,718 2017 59,975,197 2016 97,910,328 2015 56,989,007 2014 24,214,432 * Through September, 2020. A-19 Sales Tax Sales tax collections are the responsibility of the Kansas Department of Revenue. The Department of Revenue distributes the local option countywide and citywide sales taxes on a monthly basis. Countywide sales taxes are distributed between the levying county and the cities located within the county based on population and relative tax levies. Citywide local option sales taxes are distributed solely to the levying city. Statewide sales taxes are retained entirely by the state. In 1982 the voters of Saline County, in accordance with Kansas statutes, approved a 1% countywide local option sales tax. In 1992 voters of the City approved a local option .50% citywide sales tax for purposes of helping fund general operations expenditures of the City. Both of these taxes were approved in perpetuity. In May of 2016, voters approved a .75% citywide retailers sales tax that will be in existence for 20 years and will be used for capital improvements and economic development. The 2016 sales tax replaced an existing sales tax of .40%. The total sales tax for goods and services in the City is 8.75%, which consists of 6.5% imposed by the State, 1% countywide local option sales tax, and 1.25% citywide local option sales tax. The following table lists the local- option sales tax receipts of the City of Salina in the years indicated. City’s Portion of Citywide 1% Countywide Local Option Local Option Year Sales & Use Tax Receipts Sales & Use Tax Receipts 2020* $10,034,485 $5,119,361 2019 14,922,404 7,608,604 2018 14,632,584 7,415,804 2017 14,404,702 7,368,869 2016 10,458,630 7,312,618 2015 10,372,573 7,376,708 2014 10,099,512 7,188,934 2013 9,705,026 6,998,806 *Through August of 2020. In aggregate, local sales tax receipts for the City are up approximately 3.5% during same period in 2019. Source: Kansas Department of Revenue Appraisal and Assessment Procedures The determination of appraised and assessed valuation and the collection of property taxes for all political subdivisions in the State of Kansas are the responsibility of the various counties. The Saline County appraiser annually determines the appraised valuation of property located in the City. The appraiser’s determination is based on a number of criteria established by Kansas’s statute. All property, with the exception of agricultural land, is appraised based on estimated fair market value. Agricultural property is appraised based on productivity value. Kansas statutes require that each parcel of real property be reviewed and inspected by the county appraiser once every four years for taxation purposes. Once appraised valuations have been determined, they are multiplied by the applicable statutory assessment rates to arrive at the assessed valuations. The total assessed valuation is then used to establish property tax rates. Property Valuation Challenges. Taxpayers may challenge the appraised value of their property by paying property taxes under protest. Such challenges are subject to administrative and judicial review. Taxes paid under protest are distributed to taxing jurisdictions in the same manner as all other property tax collections. If a taxpayer’s A-20 challenge to the appraiser’s valuation is successful, the county is liable to refund the amount of property taxes attributable to the protested value that was previously paid under protest. The county will then withhold from future property tax distributions to other taxing jurisdictions an amount equal to the jurisdiction’s pro rata share of such refund. Any such withholdings from future property tax distributions may have a material adverse effect on the City’s financial situation. Property Assessment Rates In order to determine the assessed valuation of a parcel of property for taxation purposes, the county appraiser multiplies the appraised value of the parcel by the applicable assessment rate. Current property assessment rates were established in 1986, effective in 1989, and slightly modified in 1992. The most significant 1992 modifications involved lowering the assessment rate on commercial and industrial real property from 30% to 25% and on residential property from 12% to 11.5%. The following table shows the current assessment rates for the different classes of taxable tangible property within the State of Kansas. Real Property: Residential 11.5% Commercial and Industrial- Real Property 25.0 Agricultural Land (1) 30.0 Agricultural Improvements 25.0 Vacant Lots 12.0 Not-for-Profit (2) 12.0 All Other 30.0 Personal Property: (3) Mobile Homes 11.5% Mineral Leaseholds (large) 30.0 Mineral Leaseholds (small) 25.0 Commercial & Industrial Machinery & Equipment 25.0 All Other 30.0 Utilities: Railroads federally mandated rate All Other Public Utilities 33.0% Motor Vehicles: 20.0% Property Exempt: Property used for the following purposes, or portions thereof, are exempt from taxation provided certain statutory requirements are met: religious, educational, literary, scientific, benevolent, alumni associations, veterans’ organizations, or charitable purposes, including parsonages and community service organizations providing humanitarian services. (1) Agricultural land is valued based on the productivity value of the property and not estimated market valuation. (2) A bill passed by the Kansas Legislature in 1994 clarified this class of property to include all property owned and operated by not-for-profit organizations not subject to federal income taxation pursuant to paragraphs (2), (3), (4), (7), (8), or (10) of Subsection C of Section 501 of the federal internal revenue code. This bill specifically established that private, not-for-profit country clubs would be assessed at 12% for all land that does not accommodate buildings or improvements. (3) The 2006 Kansas Legislature exempted from all property or ad valorem property taxes levied under the laws of the State, all commercial, industrial, telecommunications, and railroad machinery and equipment acquired by qualified purchase or lease after June 30, 2006 or transported into the State after June 30, 2006 for the purpose of expanding an existing business or creation of a new business. A-21 Equalization Ratios Annually, the Property Valuation Division of the Kansas Department of Revenue conducts a study to compare the assessed valuation of real property to estimated market value based on property sale prices. The study derives an equalization ratio which, when divided into assessed valuation, provides a means to approximate actual market value. According to the 2018 Preliminary Kansas Appraisal/Sales Ratio Study, the equalization ratio for residential real property in Saline County was 11.17%, and commercial and industrial property was 22.55%. [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX B Form of Continuing Disclosure Undertaking [THIS PAGE INTENTIONALLY LEFT BLANK] CONTINUING DISCLOSURE UNDERTAKING $9,060,000* CITY OF SALINA, KANSAS GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B DATED NOVEMBER 19, 2020 This CONTINUING DISCLOSURE UNDERTAKING dated as of November 19, 2020 (the “Continuing Disclosure Undertaking”), is executed and delivered by the City of Salina, Kansas (the “Issuer”). RECITALS 1. This Continuing Disclosure Undertaking is executed and delivered by the Issuer in connection with the issuance of the above-described bonds (the “Obligations”) which are being issued simultaneously herewith as of November 19, 2020, pursuant to the Bond Resolution (the “Resolution”) adopted by the governing body of the Issuer. 2. The Issuer is entering into this Continuing Disclosure Undertaking for the benefit of the Beneficial Owners of the Obligations and in order to assist the Participating Underwriter in complying with Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the “Rule”). The Issuer is the only “obligated person” with responsibility for continuing disclosure hereunder. The Issuer covenants and agrees as follows: Section 1. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Continuing Disclosure Undertaking unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: “Annual Report” means any Annual Report provided by the Issuer pursuant to, and as described in, Section 2 of this Continuing Disclosure Undertaking, which may include the Issuer’s CAFR, so long as the CAFR contains the financial information and operating data described in Section 2(a)(1) and (2). “Beneficial Owner” means any registered owner of any Obligations and any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Obligations (including persons holding Obligations through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Obligations for federal income tax purposes. “Business Day” means a day other than (a) a Saturday, Sunday or legal holiday, (b) a day on which banks located in any city in which the principal office or designated payment office of the paying agent or the Dissemination Agent is located are required or authorized by law to remain closed, or (c) a day on which the Securities Depository or the New York Stock Exchange is closed. “CAFR” means the Issuer's Comprehensive Annual Financial Report, if any. “Dissemination Agent” means any entity designated in writing by the Issuer to serve as dissemination agent pursuant to this Continuing Disclosure Undertaking and which has filed with the Issuer a written acceptance of such designation. B-1 “EMMA” means the Electronic Municipal Market Access system for municipal securities disclosures established and maintained by the MSRB, which can be accessed at www.emma.msrb.org. “Financial Obligation” means a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of (a) or (b) in this definition; provided however, the term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. “Fiscal Year” means the 12-month period beginning on January 1 and ending on December 31 or any other 12-month period selected by the Issuer as the Fiscal Year of the Issuer for financial reporting purposes. “Material Events” means any of the events listed in Section 3 of this Continuing Disclosure Undertaking. “MSRB” means the Municipal Securities Rulemaking Board, or any successor repository designated as such by the Securities and Exchange Commission in accordance with the Rule. “Participating Underwriter” means any of the original underwriter(s) of the Obligations required to comply with the Rule in connection with the offering of the Obligations. Section 2. Provision of Annual Reports. (a) The Issuer shall, not later than 180 days after the end of the City’s Fiscal Year, commencing with the Fiscal Year ending December 31, 2020, file with the MSRB, through EMMA, the following financial information and operating data (the “Annual Report”): (1) The audited financial statements of the Issuer for the prior Fiscal Year, prepared on a modified accrual basis of accounting other than GAAP. A more detailed explanation of the accounting basis is contained in the Official Statement related to the Obligations. If audited financial statements are not available by the time the Annual Report is required to be provided pursuant to this Section, the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement relating to the Obligations, and the audited financial statements shall be provided in the same manner as the Annual Report promptly after they become available. (2) Updates as of the end of the Fiscal Year of certain financial information and operating data contained in the final Official Statement related to the Obligations, as described in Exhibit A, in substantially the same format contained in the final Official Statement with such adjustments to formatting or presentation determined to be reasonable by the Issuer. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues with respect to which the Issuer is an “obligated person” (as defined by the Rule), which have been provided to the MSRB and are available through EMMA or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the B-2 MSRB on EMMA. The Issuer shall clearly identify each such other document so included by reference. In each case, the Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in this Section; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Issuer’s Fiscal Year changes, it shall give notice of such change in the same manner as for a Material Event under Section 3, and the Annual Report deadline provided above shall automatically become 180 days after the end of the Issuer’s new Fiscal Year. (b) The Annual Report shall be filed with the MSRB in such manner and format as is prescribed by the MSRB. Section 3. Reporting of Material Events. Not later than 10 Business Days after the occurrence of any of the following events, the Issuer shall give, or cause to be given to the MSRB, through EMMA, notice of the occurrence of any of the following events with respect to the Obligations (“Material Events”): (1) principal and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Obligations, or other material events affecting the tax status of the Obligations; (7) modifications to rights of bondholders, if material; (8) bond calls, if material, and tender offers; (9) defeasances; (10) release, substitution or sale of property securing repayment of the Obligations, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership or similar event of the obligated person; (13) the consummation of a merger, consolidation, or acquisition involving the obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) appointment of a successor or additional trustee or the change of name of the trustee, if material; (15) incurrence of a Financial Obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the obligated person, any of which affect security holders, if material; and (16) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the obligated person, any of which reflect financial difficulties. B-3 Except as provided in Section 2(b) hereof, if the Issuer has not submitted the Annual Report to the MSRB by the date required in Section 2(a), the Issuer shall send a notice to the MSRB of the failure of the Issuer to file on a timely basis the Annual Report, which notice shall be given by the Issuer in accordance with this Section 3. Section 4. Termination of Reporting Obligation. The Issuer’s obligations under this Continuing Disclosure Undertaking shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Obligations. If the Issuer’s obligations under this Continuing Disclosure Undertaking are assumed in full by some other entity, such person shall be responsible for compliance with this Continuing Disclosure Undertaking in the same manner as if it were the Issuer, and the Issuer shall have no further responsibility hereunder. If such termination or substitution occurs prior to the final maturity of the Obligations, the Issuer shall give notice of such termination or substitution in the same manner as for a Material Event under Section 3. Section 5. Dissemination Agents. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Continuing Disclosure Undertaking, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. Any Dissemination Agent may resign as dissemination agent hereunder at any time upon 30 days prior written notice to the Issuer. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report (including without limitation the Annual Report) prepared by the Issuer pursuant to this Continuing Disclosure Undertaking. Section 6. Amendment; Waiver. Notwithstanding any other provision of this Continuing Disclosure Undertaking, the Issuer may amend this Continuing Disclosure Undertaking and any provision of this Continuing Disclosure Undertaking may be waived, provided that Bond Counsel or other counsel experienced in federal securities law matters provides the Issuer with its written opinion that the undertaking of the Issuer contained herein, as so amended or after giving effect to such waiver, is in compliance with the Rule and all current amendments thereto and interpretations thereof that are applicable to this Continuing Disclosure Undertaking. In the event of any amendment or waiver of a provision of this Continuing Disclosure Undertaking, the Issuer shall describe such amendment or waiver in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (1) notice of such change shall be given in the same manner as for a Material Event under Section 3, and (2) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Section 7. Additional Information. Nothing in this Continuing Disclosure Undertaking shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Continuing Disclosure Undertaking or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Material Event, in addition to that required by this Continuing Disclosure Undertaking. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Material Event, in addition to that specifically required by this Continuing Disclosure Undertaking, the Issuer shall have no obligation under this Continuing Disclosure Undertaking to update such information or include it in any future Annual Report or notice of occurrence of a Material Event. B-4 Section 8. Default. If the Issuer fails to comply with any provision of this Continuing Disclosure Undertaking, any Participating Underwriter or any Beneficial Owner of the Obligations may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations under this Continuing Disclosure Undertaking. A default under this Continuing Disclosure Undertaking shall not be deemed an event of default under the Resolution or the Obligations, and the sole remedy under this Continuing Disclosure Undertaking in the event of any failure of the Issuer to comply with this Continuing Disclosure Undertaking shall be an action to compel performance. Section 9. Beneficiaries. This Continuing Disclosure Undertaking shall inure solely to the benefit of the Issuer, the Participating Underwriter, and the Beneficial Owners from time to time of the Obligations, and shall create no rights in any other person or entity. Section 10. Severability. If any provision in this Continuing Disclosure Undertaking, the Resolution or the Obligations shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 11. Electronic Transactions. The arrangement described herein may be conducted and related documents may be sent, received, or stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Section 12. Governing Law. This Continuing Disclosure Undertaking shall be governed by and construed in accordance with the laws of the State of Kansas. [Remainder of Page Intentionally Left Blank.] B-5 IN WITNESS WHEREOF, the Issuer has caused this Continuing Disclosure Undertaking to be executed as of the day and year first above written. CITY OF SALINA, KANSAS (SEAL) Mayor City Clerk B-6 EXHIBIT A TO CONTINUING DISCLOSURE UNDERTAKING FINANCIAL INFORMATION AND OPERATING DATA TO BE INCLUDED IN ANNUAL REPORT The financial information and operating data contained in the following sections and tables contained in Appendix A of the final Official Statement (with such modifications to the formatting and general presentation thereof as deemed appropriate by the Issuer) relating to the Obligations: • Financial Overview of the City • FINANCIAL INFORMATION CONCERNING THE CITY - Assessed Valuation • FINANCIAL INFORMATION CONCERNING THE CITY - Estimated Actual Valuation • FINANCIAL INFORMATION CONCERNING THE CITY - Tax Collections • FINANCIAL INFORMATION CONCERNING THE CITY - Tax Levies • FINANCIAL INFORMATION CONCERNING THE CITY - Largest Taxpayers B-7 [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX C December 31, 2019 Comprehensive Annual Financial Report The following is the Comprehensive Annual Financial Report for the City of Salina, Kansas for the fiscal year ended December 31, 2018, including financial statements as audited by the firm of Mize Houser & Company, P.A., Certified Public Accountants, Topeka, Kansas. [THIS PAGE INTENTIONALLY LEFT BLANK] COMPREHENSIVE ANNUAL FINANCIAL REPORT 300 West Ash Street P.O. Box 736 Salina, Kansas 67402-0736 For the Fiscal Year Ended December 31, 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT OF CITY OF SALINA, KANSAS 300 West Ash Street P.O. Box 736 Salina, Kansas 67402-0736 For the Fiscal Year Ended December 31, 2019 Prepared by Department of Finance and Administration of City of Salina, Kansas CITY OF SALINA, KANSAS Comprehensive Annual Financial Report For the year ended December 31, 2019 TABLE OF CONTENTS Page INTRODUCTORY SECTION Letter of Transmittal i - iv Organizational Chart v List of Principal Officials vi FINANCIAL SECTION Independent Auditor’s Report 1 - 3 Management's Discussion and Analysis 4 - 15 Basic Financial Statements: Government-wide Financial Statements Statement of Net Position 16 Statement of Activities 17 Fund Financial Statements Balance Sheet - Governmental Funds 18 Reconciliation of the Total Governmental Fund Balance to Net Position of Governmental Activities 19 Statement of Revenues, Expenditures, and Changes in Fund Balance - Governmental Funds 20 Reconciliation of the Governmental Funds Statement of Revenues, Expenditures and Changes in Fund Balance with the Government-Wide Statement of Activities 21 Statement of Revenues, Expenditures and Changes in Fund Balance Budget and Actual (Non-GAAP Basis) General Fund 22 Tourism and Convention Fund 23 Special Gas Fund 24 Sales Tax Capital Fund 25 Statement of Net Position - Proprietary Funds 26 Statement of Revenues, Expenses, and Changes in Net Position - Proprietary Funds 27 Statement of Cash Flows - Proprietary Funds 28 - 29 Statement of Assets and Liabilities - Agency Funds 30 CITY OF SALINA, KANSAS Comprehensive Annual Financial Report For the year ended December 31, 2019 TABLE OF CONTENTS - CONTINUED Page FINANCIAL SECTION - CONTINUED Notes to the Basic Financial Statements 31 - 70 Required Supplementary Information Other Postemployment Benefits Schedule of Changes in the City’s Total OPEB Liability and Related Ratios 71 Other Postemployment Benefits - KPERS Schedule of Changes in the City’s Total OPEB Liability and Related Ratios 72 KPERS Pension Plan Schedule of City’s Proportionate Share of the Net Pension Liability 73 Schedule of City Contributions 73 Combining Statements and Individual Fund Schedules Combining Statements - Nonmajor Funds Fund Descriptions 74 - 75 Combining Balance Sheet - Nonmajor Governmental Funds 76 Combining Statement of Revenues, Expenditures and Changes in Fund Balances - Nonmajor Governmental Funds 77 Combining Balance Sheet - Nonmajor Special Revenue Funds 78 - 79 Combining Statement of Revenues, Expenditures and Changes in Fund Balances - Nonmajor Special Revenue Funds 80 - 81 Combining Balance Sheet - Nonmajor Permanent Funds 82 Combining Statement of Revenues, Expenditures and Changes in Fund Balances - Nonmajor Permanent Funds 83 Individual Fund Schedules of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual (Non-GAAP Basis): Bicentennial Center Fund 84 Business Improvement District Fund 85 Neighborhood Park Fund 86 Special Parks and Recreation Fund 87 Special Alcohol Fund 88 Sales Tax Economic Development Fund 89 Arts & Humanities Fund 90 Debt Service Fund 91 Solid Waste Disposal Fund 92 Water and Sewer Fund 93 Sanitation Fund 94 Golf Course Fund 95 Workers’ Compensation Reserve Fund 96 Health Insurance Fund 97 Central Garage Fund 98 CITY OF SALINA, KANSAS Comprehensive Annual Financial Report For the year ended December 31, 2019 TABLE OF CONTENTS - CONTINUED Page FINANCIAL SECTION - CONTINUED Internal Service Fund Descriptions 99 Combining Statement of Net Position - Internal Service Funds 100 Combining Statement of Revenues, Expenses, and Changes in Net Position - Internal Service Funds 101 Combining Statement of Cash Flows - Internal Service Funds 102 - 103 Fiduciary Fund Descriptions - Agency Funds 104 Combining Balance Sheet - Agency Funds 105 Combining Statement of Changes in Assets and Liabilities - Agency Funds 106 Schedule STATISTICAL SECTION Net Position by Component - Last Ten Fiscal Years 1 107 Changes in Net Position - Last Ten Fiscal Years 2 108 Fund Balances, Governmental Fund - Last Ten Fiscal Years 3 109 Changes in Fund Balances, Governmental Funds - Last Ten Fiscal Years 4 110 Tax Revenues by Source, Governmental Funds - Last Ten Fiscal Years 5 111 Assessed and Estimated Actual Value of Taxable Property – Last Ten Fiscal Years 6 112 Direct and Overlapping Property Tax Rates – Last Ten Fiscal Years 7 113 Principal Property Taxpayers 8 114 Property Tax Levies and Distributions 9 115 Direct Sales Rate by Taxing Entity 10 116 Water Sales by Class of Customer 11 117 Ratio of Outstanding Debt by Type 12 118 Ratio of Net General Bonded Debt Outstanding 13 119 Direct and Overlapping Governmental Activities Debt 14 120 Legal Debt Margin 15 121 Pledged Revenue Coverage 16 122 Demographic and Economic Statistics 17 123 Principal Employers 18 124 INTRODUCTORY SECTION DEPARTMENT OF FINANCE TELEPHONE (785) 309-5735 AND ADMINISTRATION FAX (785) 309-5738 300 West Ash, P.O. Box 736 TDD (785) 309-5747 Salina, Kansas 67402-0736 Website: www.salina-ks.gov June 30, 2020 To the Citizens of the City of Salina, Kansas: The Comprehensive Annual Financial Report of the City of Salina, Kansas (the "City") for the year ended December 31, 2019, is hereby submitted. The City’s Finance Department prepared the report. Responsibility for both the accuracy of the data and the completeness and fairness of the presentation, including all disclosures, rests with the City. To the best of our knowledge and belief, the enclosed data is accurate in all material respects and is reported in a manner designed to present fairly the financial position and results of operations of all various funds and account groups of the City. We believe that all disclosures necessary to enable the reader to gain an understanding of the City's financial activities have been included. Report Format The Comprehensive Annual Financial Report is presented in three sections: Introductory, Financial and Statistical. The introductory section includes a description of the City, including services provided, and explanation of the City’s accounting system and budgetary controls, and a brief discussion of the City’s economic condition and outlook. The City's organizational chart is also included to assist the reader in understanding the structure of the City. The financial section includes the Independent auditor’s report, Management’s discussion & analysis, Government wide financial statements, Fund financial statements, Notes to the financial statements, and Individual and combining statements and schedules. The statistical section includes selected financial and demographic information, generally presented on a multi-year basis. The reader is specifically directed to Management’s Discussion and Analysis (MD&A) which immediately follows the independent auditor’s report. MD&A provides a narrative explanation and overview of significant features and trends reflected by data in the financial statements. Accounting Systems and Internal Controls A critical part of the control system is the City’s comprehensive Budgetary and Financial Policies, which establish guidelines for budgetary and financial practices. The Budgetary and Financial Policies are reviewed by the City Commission and updated each year as a part of the budget process. City staff is responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the City are protected from loss, theft or misuse and that adequate accounting data is compiled to allow for the preparation of financial statements in conformity with generally accepted accounting principles. The internal control structure is designed to provide reasonable, but not absolute, assurance that these objectives are met. The concept of reasonable assurance recognizes that: (1) the cost of a control should not exceed the benefits likely to be derived; and (2) the valuation of costs and benefits require estimates and judgment by management. The objective of budgetary controls is to ensure compliance with legal provisions embodied in the annual appropriated budget approved by the City Commission. The legal level of budgetary control is maintained at the Fund level, in accordance with State Statutes. However, management control is maintained at the department level. The City uses an encumbrance accounting system, in which estimated purchase amounts are recorded prior to the release of purchase orders to vendors. Open encumbrances are reported as reservations of fund balance at December 31, 2019 in the general fund and the special revenue funds. Various internal compliance procedures are implemented to ensure proper implementation of the budget as well as to maintain a degree of accountability for both revenues and expenditures. Independent Audit Kansas Statutes Annotated 75-1122 requires an annual audit of the books of account, financial records and i transactions of all administrative departments of the City by independent certified public accountants selected by the City Commission. This requirement has been complied with and the auditor's opinion has been included in this report. Profile of the Community The Town of Salina was organized in 1858 under the Town and Village Act in the State of Kansas, and became a City of the First Class on July 9, 1920.The City has had a Commission-City Manager form of government since 1921. The Commission is comprised of five members elected at large. Each year the commission chooses one member to act as Mayor. The City Manager is appointed by the Commission, and acts as its primary agent in accordance with state statute. Other city officers and employees are appointed by the City Manager. The population of the City reported by the 2010 decennial census was 47,707. The reporting entity includes the City of Salina as well as two discretely presented component units, both proprietary fund types. The Salina Airport Authority operates the Salina Municipal Airport and Airport Industrial Center, and the Salina Housing Authority administers public housing programs within the City of Salina. The entity also includes one blended component unit. Salina Field House Qualified Active Low- Income Community Business, Inc. (SFH QalicB). SFH QalicB was created for the purpose of providing an indoor sports facility in the downtown core of the city of Salina. In addition, the City of Salina participates in a joint venture with Saline County, the City-County Building Authority. This report includes all funds and account groups of the City. The City provides a full range of services including police and fire protection, development services, construction and maintenance of streets, drainage facilities and other infrastructure; recreational activities and cultural events; emergency medical services and convention facilities. In addition to general government activities, the City also provides water, wastewater, sanitation, and solid waste services; therefore, these activities are included in the reporting entity. Economic Outlook and Strength The City benefits from its location at the junction of Interstate Highways 70 and 135. This convenient location has drawn numerous national and regional companies to open manufacturing or distribution centers in or adjacent to the community. Such companies include Pepsi-Cola, Exide Technologies, Blue Philips Lighting Company, ElDorado National, and Schwan’s Global Supply Chain. Manufacturing, retail trade, and service industries rank as the three primary employers in the City. No single industry is dominant. The City of Salina retains its position near the top of a list of first class cities with respect to “trade pull factor.” According to the Kansas Department of Revenue’s Annual City Trade Pull Factor report, Salina had a pull of factor of 1.47 in 2019. The pull factor measures the degree to which a city or county area captures retail trade from outside the jurisdiction. A pull factor of greater than 1 indicates that a city is attracting more retail trade from outside the city/county than it is losing to other counties. It is apparent from this that Salina continues to serve as a regional economic hub in 2019. Major Initiatives In April, 2016, voters elected to replace the .40 cent capital improvement sales tax with a .75 cent capital improvement sales tax for a term of 20 years. Priorities for the sales tax are improving neighborhood streets and drainage, preserving stable property tax rates, ensuring a quality park system, constructing and maintaining community improvements, funding equipment for maintenance, repayment of future bonds for large projects and attracting quality jobs. As a result of this initiative, the City has seen a 38% increase in sales tax collections in 2018 as compared to 2016. In 2018, the City of Salina issued $22,570,000 in STAR bonds which funded several projects in the City’s downtown corridor. In 2019 the Alley Entertainment Center opened for business and the majority of the City’s Downtown Streetscape project was completed. The new downtown hotel began construction in 2019 and is anticipated to open in July 2020. Other major projects that were on going included gutter and paving on North 9th Street, South Well Field improvements, continued improvements to the water distribution system and preliminary design on the Smoky Hill River Renewal and construction of the Police Training Center project. ii The City continues to address fiduciary pressures generated by a recessionary economy and the more recent financial impacts of the Covid-19 pandemic. General adjustments to the pay plan for cost of living changes at a rate of 2.0% were implemented in 2019. The City also allowed for merit review increases up to 3%. Capital Improvement Planning The City's Capital Improvement Plan (CIP) consists of two components. One component consists of “routine” capital—including vehicle and equipment replacement, technology replacement, building repair and improvement, routine pavement maintenance activity, utility system enhancements and similar items. The amount of funding for these projects may fluctuate based on needs and funding availability, however, planned amounts are allocated over a multi-year period. Source of funding for routine capital is current cash resources from the fund appropriate to the nature of the purchase. The second component of the CIP includes major projects that typically require issuance of bonds or notes, although these projects may also be supplemented with available cash and grant financing. The plan is updated each year after an extensive evaluation of the demands on future financial resources. The Capital Improvement program is scheduled for a major revision as the result of the sales tax to be used for that purpose. Construction initiated: *2019 2020 2021 2022 2023 Sales tax $ 4,380,000 $ 4,385,000 $ 4,390,000 $ 4,395,000 $ 4,250,000 Water & wastewater fund ---- 2,000,000 2,000,000 2,000,000 General obligation bonds 5,225,000 19,700,000 ---- Revenue Bonds/Loans 11,255,000 6,000,000 28,000,000 -- Other sources 785,800 -------- $ 21,645,800 $ 30,085,000 $34,390,000 $6,395,000 $ 6,250,000 Major projects budgeted in 2019 included a Landfill Cell Construction and the implementation of automated Sanitation collection. The Landfill project was completed; however, the Sanitation project has been delayed until late 2020 or early 2021. The significant increases in 2020 and 2021 are a result of the anticipated beginning of the construction of the Smoky Hill River Renewal Project and Wastewater Treatment Plant respectively. Due to uncertain Sales Tax recovery post Covid-19, the River Renewal project has been delayed. No major projects have been planned for 2022 and 2023 until financial resources for those years can be further evaluated. *The year a project is scheduled reflects the year that construction is initiated. Preliminary work (design, acquisition) may precede this date by one or more years, and permanent financing may not occur until one (or more years depending on project magnitude) subsequent to this date. Financial Policies The City has adopted a formal set of Budgetary and Financial Policies, addressing such items as fund balances, capital improvements, operating budgets, long term debt management, accounting, auditing and financial reporting, revenues, cash management and investments. Financial policies contribute to financial stability by: 1. Providing consistent guidance in decision making 2. Establishing appropriate levels of fund balances 3. Governing the use of one time or unanticipated resources 4. Providing a multi-year capital improvements process 5. Establishing responsibilities and deadlines for budget preparation 6. Providing for a balanced annual operating budget 7. Providing guidelines on the use of debt, including appropriate purposes and terms 8. Provide a linkage between capital improvement scheduling and long term debt management planning iii 9. Require annual audits and financial reporting in conformance with Generally Accepted Accounting Procedures 10. Require timely and regular interim financial reporting to the Governing body 11. Ensure the safety of cash and near cash resources (timely collection of Accounts Receivable, etc.). Acknowledgments The preparation of the Comprehensive Annual Financial Report was made possible by the dedicated Finance staff of the City of Salina and the professional advice and efforts of the GordonCPA auditing team. Finally, preparation of this report would not have been possible without the support of the City Commission. Sincerely, Michael D. Schrage City Manager iv &LW\RI6DOLQD CITIZENS CITY COMMISSION Mike Hoppock, Mayor Melissa Hodges Trent Davis Karl Ryan Rod Franz City Manager Michael Schrage Deputy City Manager Jacob Wood Development Services Lauren Driscoll Risk Management Legal Services Clark Mize & Linville Chartered* Greg Bengtson Computer Technology vacant Police Brad Nelson Fire Kevin Royse Public Works Jim Kowach Engineering Public Services Streets Traffic Control Flood Control Sanitation Solid Waste Central Garage Fire Administration Fire Suppression Fire Prevention EMS Water Plant Division Wastewater Plant Division Utility Division Water Distribution Wastewater Collection Administration Patrol Division Support Division Investigative Division Finance/Administration Debbie Pack City Clerk Water Customer Accounting Finance Smoky Hill Museum Arts & Humanities Brad Anderson Human Resources Natalie Fischer P/OrgCharts/Organizational Chart-Public-2020 Parks & Recreation Chris Cotten Utilities Martha Tasker Municipal Court Building Services Neighborhood Services Planning & Zoning Community Relations Parks Division Recreation Division Golf Course Facility Maintenance Animal Services Bicentennial Center Continuous Process Improvement Scott Gardner * Contract Position v vi City of Salina, Kansas List of Principal Officials City Commission Mike Hoppock, Mayor Melissa Rose Hodges, Vice Mayor Trent Davis, Commissioner Karl Ryan, Commissioner Rod Franz, Commissioner City Executive Staff Michael Schrage, City Manager Jacob Wood, Deputy City Manager Lauren Driscoll, Director of Development Services Debbie Pack, Director of Finance and Administration Natalie Fischer, Director of Human Resources Greg Bengston, City Attorney Brad Nelson, Chief of Police Kevin Royse, Fire Chief Daniel Stack, City Engineer Jim Kowach, Director of Public Works Martha Tasker, Director of Utilities Chris Cotten, Director of Parks and Recreation Brad Anderson, Director of Arts and Humanities Scott Gardner, Continuous Process Improvement ),1$1&,$/ SECTION 1 INDEPENDENT AUDITOR’S REPORT Mayor and City Commissioners City of Salina, Kansas Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities, the business-type activities, the aggregate discretely presented component units, each major fund, and the aggregate remaining fund information of the City of Salina, Kansas, as of and for the year ended December 31, 2019, and the related notes to the financial statements, which collectively comprise the City’s basic financial statements as listed in the table of contents. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on the financial statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the Kansas Municipal Audit and Accounting Guide. Those standards require we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. We did not audit the financial statements of the Salina Field House Qualified Active Low-Income Community Business, Inc. (SFH QalicB), which is included within the financial statements as a major governmental fund. This activity represents 4% and 1%, respectively, of the total assets and total revenues of the governmental funds. Those financial statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for SFH QalicB, is based solely on the report of the other auditors. We also did not audit the financial statements of the Salina Airport Authority which statements reflect total assets and deferred outflows of resources of $46,899,592 as of December 31, 2019 and total revenues of $2,432,958 for the year then ended, and the Housing Authority of the City of Salina, which statements reflect total assets and deferred outflows of resources of $7,393,221 as of June 30, 2019 and total revenues of $2,620,347 for the year then ended, which are discretely presented component units in the accompanying financial statements. Those financial statements were audited by other auditors whose reports thereon have been furnished to us, and our opinion, insofar as it relates to the amounts included for the Salina Airport Authority and the Housing Authority of the City of Salina, is based solely on the reports of the other auditors. 2 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinions In our opinion, based on our audit and the reports of other auditors, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, the aggregate discretely presented component units, each major fund, and the aggregate remaining fund information of the City of Salina, Kansas, as of December 31, 2019, and the respective changes in financial position and cash flows, where applicable, thereof and the respective budgetary comparison for the General, Tourism and Convention, Special Gas and Sales Tax Capital Funds for the year then ended in accordance with accounting principles generally accepted in the United States of America. Emphasis of Matter Prior Period Restatement As discussed in Note 3 to the financial statements, certain errors in amounts previously reported as of December 31, 2018, were discovered by management of the City during the current year. Accordingly, these amounts have been restated in the December 31, 2019, financial statements now presented, and adjustments have been made to net position to correct the error. Our opinion is not modified with respect to these matters. The financial statements of the City of Salina, Kansas, as of December 31, 2018, were audited by other auditors whose report dated September 29, 2019, expressed an unmodified opinion on those statements. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management's discussion and analysis on pages 4 through 15, the other postemployment benefit schedules on page 71 and 72, the schedule of the City’s proportionate share of the net pension liability on page 73, and the schedule of City contributions on page 73 be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City’s financial statements as a whole. The introductory section, combining and individual nonmajor fund financial statements and schedules, and statistical tables as listed in the table of contents are presented for purposes of additional analysis and are not a required part of the basic financial statements. The combining and individual nonmajor fund financial statements and schedules are the responsibility of management and were derived from and relate directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying account and other records used to prepare the basic financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole. 3 The introductory and statistical sections have not been subjected to the auditing procedures applied in the audit of the basic financial statements and, accordingly, we do not express an opinion or provide any assurance on them. Gordon CPA LLC Certified Public Accountant Lawrence, Kansas June 30, 2020 CITY OF SALINA, KANSAS Management Discussion and Analysis Year Ended December 31, 2019 This section of the report contains an overview and analysis of the City of Salina’s financial statements for the fiscal year ended December 31, 2019. The information contained here, as well as the information contained in the letter of transmittal, are intended to provide the reader of the financial statements with a well-rounded picture of the City’s financial condition. Financial Highlights On an accrual basis, the City’s government-wide net position increased $8.1 million from current operations with net position increases of $4.9 million and $3.2 million in governmental activities and business-type activities, respectively. At the close of 2019, the City’s governmental funds reported combined ending fund balances of $15.8 million, a decrease of $3.3 million from the prior year. This primarily resulted capital project expenditures in the Capital Projects Fund. The General Fund balance increased $2.6 million over the prior year. At the close of 2019, the City’s enterprise funds reported a combined ending Net Position of $93.6 million, an increase of $3.2 million over prior year. Positive performance was shared by the Water and Sewer Fund, the Sanitation Fund, and the Golf Fund, with the Water and Sewer Fund providing the bulk of the change ($2.7 million). The Solid Waste Disposal Fund saw a negative performance as a result of additional costs related to the opening of the Drive Thru Recycling Center. Revenues from governmental activities decreased by $7.0 million from the prior year and revenues from business type activities increased $.7 million from the prior year. Revenues from investments continue to be minimal. The Basic Financial Statements The basic financial statements of the City include the government-wide financial statements and the fund financial statements. The notes to the financial statements follow the basic financial statements and are essential for the reader’s understanding of the financial statements. Other supplementary information, including the combining schedules for non-major funds and the budgetary comparison reports, are at the end of this report to provide additional information for the reader. Government-wide Financial Statements The government-wide financial statements present the results of the City’s operations using the accrual basis of accounting, the same basis as is used by private sector businesses. These statements focus on the long-term financial picture of the City as a whole. The Statement of Net Position reports all of the City’s assets and liabilities. Net position, the difference between assets and deferred outflows of resources and liabilities, are an important measure of the City’s overall financial health. Net position represents the total accumulated and unused resources available to the City for the purpose of providing services. Over time, the increases and decreases in net position can be monitored to determine if the City’s financial position is improving or deteriorating. The Statement of Activities shows how net position has changed during the fiscal year. One unique feature of this statement is how it shows the revenues and expenses related to specific programs and how much of those programs were supported by the general taxes of the City. Since this statement is prepared on the accrual basis of accounting, all revenues and expenses are included, regardless of when cash is actually received. Both statements show the operations of the City broken down between governmental and business-type activities. Governmental activities are the operations of the City generally supported by taxes, such as public safety (police, fire, and EMS), public works,  CITY OF SALINA, KANSAS Management Discussion and Analysis Year Ended December 31, 2019 public health, and culture & recreation. Business-type activities are operations of the City that are intended to recover a significant portion of their costs through user fees and charges. These include water and sewer, refuse collection, the golf course, and operation of the City solid waste facility. The government-wide financial statements include the Salina Airport Authority and Salina Housing Authority as discretely presented component units of the City and the Salina Field House Qualified Active Low-Income Community Business, Inc. (SFH QalicB) as a blended component unit. Note 1, item A in the Notes to the Financial Statements provides a more complete explanation of the relationship between these entities and the City of Salina. Fund Financial Statements The City uses three types of funds to manage its resources: governmental funds, proprietary funds, and fiduciary funds. A fund is a fiscal entity with a set of self-balancing accounts recording financial resources together with all related liabilities and residual equities and balances, and the changes therein. These accounting entities are separated for the purpose of carrying on specific activities or attaining certain objectives in accordance with regulations, restrictions, or limitations. Governmental fund financial statements are prepared on a modified accrual basis. Under this basis, revenues are recognized when they become measurable and available, and expenditures are recognized when the related fund liability is incurred with the exception of long-term debt and similar items which are recorded when due. The focus is on the short-term financial picture of the operations of the individual fund, rather than long-term citywide view provided by the government-wide statements. Major governmental funds are presented in individual columns, while non-major governmental funds are aggregated into an “Other Governmental Funds” column. A combining statement for the non-major funds is presented as supplementary information in the back of the report. The information presented in these statements can be compared to the governmental activities information in the government-wide statements. The reconciliation at the end of the fund financial statements details the relationship between the two types of financial statements. Proprietary funds fall into two categories: enterprise funds and internal service funds. All proprietary funds are prepared on the accrual basis of accounting and are used to account for business-type activities. Enterprise fund statements present the same information that is in the government-wide statements for business-type activities, but in greater detail. The City of Salina currently operates four enterprise funds: Sanitation, Solid Waste Disposal, Golf Course, and Water and Sewer. Internal service funds are used to account for the cost of operations shared by various departments of the City. The city operates three internal service funds. Two of these are for self-insurance activity: Workers Compensation Reserve and Health Insurance. The remaining accounts for the Central Garage operation. A combining statement for these internal service funds can be found in the supplementary information following the notes to the financial statements. Fiduciary funds are used by the City to account for resources held by the City for a third party. Agency funds are a special class of fiduciary fund in which liabilities always equal assets, and thus there is no net position. The City of Salina operates twelve agency funds. Schedules for these funds may be viewed in the supplementary section of this report. Permanent funds are used to report resources that are legally restricted to the extent that only earnings, not principal, may be used. Permanent funds operated by the City include the Citizenship Trust, Cemetery and Mausoleum Endowments, and the Tri-centennial Commission fund. Notes to the Financial Statements The notes to the financial statements are an integral part of the basic financial statements since they contain valuable additional information necessary for gaining a complete understanding of the City’s financial statements. 5 CITY OF SALINA, KANSAS Management Discussion and Analysis Year Ended December 31, 2019 Other Information In addition to the basic financial statements and the notes described above, this report also presents the general fund and major special revenue fund’s budgetary statements as required supplementary information directly following the notes to the basic financial statements. The combining statements for the non-major funds are shown after the required supplementary information. Finally, the statistical section includes selected statistical data about the City’s operations and economy. The City as a Whole This section will identify, discuss, and analyze significant differences and trends that will enhance the reader’s understanding of the City’s financial position. Tax Base and Economy The City of Salina relies on three major groups of revenues to support its operations. Each of these revenue streams has a different revenue base. In declining order of magnitude, they are charges for services, sales taxes, and property taxes. Sales taxes and property taxes apply primarily to governmental activities, while charges for services apply to both governmental (20%) and business-type (80%) activities. Charges for services account for about 43% ($37.2 million) of the City’s revenue stream. Charges for service depend on both the rate that is set for the activity, as well as the volume of services provided. Significant services include water and wastewater fees, sanitation and landfill fees, licenses and permits, inspection fees and golf course fees. Charges for services remained flat from the prior year with the sanitation fund increasing $319K (10.0%), water and sewer fund increasing $306K (1.5%) and governmental activities decreasing $700K in public safety. The increase in charges for services in the sanitation fund and the increase in the water and sewer fund are a result of an increase in user fees. Sales taxes are the next largest component of the revenue mix, providing 25.7% ($22.7 million) of the total revenues. The City receives a 1.25% City-wide sales tax, and also a portion of the County-wide 1% sales tax. Forty- four percent, (a rate of .75%) of the City-wide sales tax is required to be used for special purposes. The remaining .5%, along with the City portion of the County-wide tax is available for general purposes. The City is affected by the formula used to distribute the County-wide sales tax among participating jurisdictions (only Cities and the County participate, School and other special districts do not). The formula is based, in part, on the property tax efforts of each jurisdiction. As the portion of the overlapping levy attributable to the City of Salina changes so does the City’s allocated portion of the County-wide sales tax. This change is recognized bi-annually and can affect the overall allocation of the City’s portion of the County-wide sales tax. In 2019, this allocation increased slightly which did not have a significant impact on the tax revenues. In 2008, Salina voters approved an increase of the special purpose .25% tax to a .40% tax. The extended tax was to sunset March 31, 2019. The tax was also modestly re-purposed, for Capital and Economic Development purposes only, as well as retaining a property tax stabilization component. In May 2017, Salina voters approved an increase in the special purpose .40% tax to a .75% tax (thus repealing the 2008 increase). This change became effective October 1, 2017 for twenty years. Property taxes are the third major component of the revenue mix, accounting for 15.6% ($13.8 million) of total revenues. Property taxes consist of two components: Real estate and personal property taxes which are determined by the mill levy set by the city and the assessed value of the property; and motor vehicle taxes which are established by a countywide average tax rate and the assessed value of the vehicle. Real estate assessed value increased by 4.0%. The total City mill levy increased by 8.6%. The overlapping levy increased in 2019 by 3.3%. Personal property value continued to slide, presumably as a result of removing business equipment from the tax base. Personal property value has now dropped to $9.3 million from its peak of $39.7 million in 2007. At the 2019 tax rate, this exemption is equivalent to over $857K in annual lost revenue. 6 CITY OF SALINA, KANSAS Management Discussion and Analysis Year Ended December 31, 2019 Motor vehicle value increased 4.6%. Motor vehicle taxes are distributed based on a formula using prior year’s tax effort (similar to the Countywide Sales Tax Distribution). The following table summarizes the comparative property assessed values and tax levy rates: Fiscal (Budget) Year 2019 2018 Change Real Estate and Personal Property Assessed Valuation 454,395,369$434,451,245$19,944,124$ City Mill Levy ($ per $1,000) Operating (General Fund)22.285 20.339 1.946 Debt Service 6.109 5.79 0.319 Total City Rate 28.394 26.129 2.265 Total Overlapping Levy 138.341 133.14 5.201 Percent of Total Taxes Collected 97.4% 95.9% 1.5% Ratio of Total Taxes (including delinquent collections) to Taxes Levied 98.6% 98.4% 0.2% Motor Vehicle Valuation 54,687,311$ 53,336,677$ 1,350,634$ Comparative Property Values and Tax Levy Rates The unemployment rate in Salina decreased slightly from 3.3% at the end of 2018 to 2.9% at the end of 2019, reflecting general economic conditions. This is still slightly below the statewide and significantly below the national unemployment rate. The total labor force decreased slightly to 30,094 from 30,174 in 2018. In 2019, the top ten property taxpayers accounted for 10.05% of total assessed value. This is less concentrated than ten years ago (at 14.70%). Statement of Net Position Net position may, over time, provide an indicator of a government’s financial position. In the case of the City of Salina, assets and deferred outflows of resources exceeded liabilities by $231.9 million at December 31, 2019. This represents an increase in net assets of $8.1 million over 2018. A comparative Condensed Statement of Net Position at December 31, 2019 and 2018: 7 CITY OF SALINA, KANSAS Management Discussion and Analysis Year Ended December 31, 2019 2019 2018 2019 2018 2019 % of Total 2018 % of Total 2019-2018 change Cash and investments 31,406$ 34,302$ 34,957$ 32,140$ 66,363$ 16% 66,442$ 17% (79)$ Other current assets 17,201 16,774 2,512 2,630 19,713 5% 19,404 5% 309 Noncurrent (capital) assets 222,258 210,515 101,079 90,181 323,337 79%300,696 78%22,641 Total assets 270,865 261,591 138,548 124,951 409,413 100%386,542 100%22,871 Total deferred outflows of resources 5,073 5,527 546 802 5,619 100%6,329 100%(710) Total assets and deferred outflows of resources 275,939 267,118 139,094 125,753 415,033 392,871 22,162 Current liabilities 23,971 28,623 3,579 3,814 27,550 16% 32,437 21% (4,887) Noncurrent liabilities 98,696 90,931 41,765 31,332 140,461 84%122,263 79%18,198 Total liabilities 122,667 119,554 45,344 35,146 168,011 100%154,700 100%13,311 Total deferred inflow s of resources 14,913 14,113 198 224 15,112 14,337 775 Net position: Net investment in capital assets 151,527 144,845 63,301 62,368 214,828 92% 207,213 93% 7,615 Restricted for permanent funds 528 514 - - 528 0% 514 0% 14 Restricted for debt service 1,142 1,851 1,368 1,512 2,510 1% 3,363 2% (853) Unrestricted (14,839) (13,759) 28,883 26,503 14,044 6%12,744 6%1,300 Total net position 138,359 133,451 93,552 90,383 231,910 100%223,834 100%8,076 Percent of total net position 60% 60% 40% 40% 100%100% Cash and investments as a percentage of current liabilities 131% 120% 977% 843% 241%205% Condensed Statement of Net Position As of December 31 (In $000) Governmental Activities Business-Type Activities Total Primary Government The largest segment of the City’s net position reflects its investment in capital assets (land, buildings, streets and drainage facilities, utility plant, vehicles, equipment, etc.), less any debt used to acquire those assets that is still outstanding. These assets are used to provide services to citizens. As a result, resources required to retire related debt cannot come from liquidation of the asset. Such resources generally must be provided from other sources, such as future taxes or user charges. A small portion of net position is restricted for debt service and permanent funds. The remainder (unrestricted) of net position may be used to meet the City’s obligations to citizens and creditors. In 2019, the amount of net investment in capital assets increased by $7.6 million. Amount restricted for debt service decreased by $853 thousand. Unrestricted increased by $1.3 million. Outside of these changes, 2019 resulted in a $8.1 million increase to the net position. Total liabilities increased in governmental activities and increased in business-type activities. In governmental activities, current liabilities decreased, and non-current liabilities increased primarily due to an increase general obligation bonds. 8 CITY OF SALINA, KANSAS Management Discussion and Analysis Year Ended December 31, 2019 Statement of Activities A Condensed Statement of Activities is shown below: 2019 2018 2019 2018 2019 % 2018 % 2019-2018 Change Program Revenues: Charges for Services 9,730$ 10,411$ 27,423$27,061$37,153$ 42% 37,472$ 43% (319)$ Operating Grants and Contributions 4,540 4,300 - - 4,540 5% 4,300 5% 240 Capital Grants and Contributions - 4,635 - - - 0% 4,635 0% (4,635) General Revenues: Property Taxes 13,774 12,508 - - 13,774 16% 12,508 15% 1,266 Sales Taxes 22,742 22,209 - - 22,742 26% 22,209 25% 533 Other Taxes 6,975 7,240 - - 6,975 8% 7,240 8% (265) Investment Revenue 670 183 - 233 670 1% 416 0% 254 Other Miscellaneous 1,168 1,062 847 153 2,015 2%1,215 2%800 Total Revenues:59,599 62,548 28,269 27,447 87,869 100%89,995 100%(2,126) Expenses: General Government 10,866 12,013 - - 10,866 14% 12,013 15% (1,147) Public Safety 25,358 23,892 - - 25,358 32% 23,892 30% 1,466 Public Works 10,528 10,458 - - 10,528 13% 10,458 13% 70 Public Health and Sanitation 1,156 1,256 - - 1,156 1% 1,256 2% (100) Culture and Recreation 6,879 7,040 - - 6,879 9% 7,040 9% (161) Planning and Development 2,522 2,369 - - 2,522 3% 2,369 3% 153 Solid Waste Disposal - - 2,871 2,382 2,871 4% 2,382 3% 489 Water and Sewer - - 14,294 15,190 14,294 18% 15,190 19% (896) Sanitation - - 2,266 2,419 2,266 3% 2,419 3% (153) Golf Course - - 888 926 888 1% 926 1% (38) Interest on Long Term Debt 2,169 2,117 - - 2,169 3%2,117 3%52 Total Expenses 59,479 59,145 20,319 20,917 79,798 100%80,062 100%(264) Increase in net assets before transfers 121 3,403 7,950 6,530 8,071 9,933 (1,862) Transfers and other extraordinary items 4,782 4,831 (4,782) (4,832) - (1) 1 Change in Net Position 4,902 8,234 3,169 1,698 8,071 9,932 (1,861) Net Position January 1 133,452 123,701 90,383 89,083 223,835 212,784 11,051 Prior Period Adjustment 4 1,518 -(398)4 1,120 (1,116) Net Position January 1, restated 133,456 125,219 90,383 88,685 223,839 213,904 9,935 Net Position December 31 138,359$133,453$93,552$90,383$231,910$223,836$8,074$ Condensed Statement of Activities For the Year Ended December 31 Governmental Activities Business-Type Activities Total Primary Government (In $000) 9 CITY OF SALINA, KANSAS Management Discussion and Analysis Year Ended December 31, 2019 Governmental Activities. Charges for services attributable to governmental activities totaled $9.7 million, and operating grants for those purposes were $4.5 million. Charges for services decreased slightly and capital grants increased from the prior year, while operating grants decreased. The balance was funded by general revenues. Sales taxes accounted for $22.7 million of general revenues, with property taxes providing $13.8 million. The net position increased by $4.9 million as a result of governmental activities. This increase was primarily related to the increase in sales and other taxes. Total expenses for governmental activities for the year ending December 31, 2019 were $59.5 million compared to $59.1 million in 2018. Governmental activities represent 75%of the City’s total expenses. The largest element of governmental activity expense was public safety, accounting for 32% of the total. Business Type Activities. Business-type activities are primarily supported by user charges, with a very small amount coming from investment and miscellaneous revenues. Total expenses for business-type activities for the year were $20.3 million, or 24% of the City’s total expenses. The majority of this expense ($14.3 million) is attributable to water and sewer operations, with the other activities costing a combined total of $6.0 million. Net position increased by $3.2 million. This increase was primarily related to the increase in water and sewer fund revenues and a decrease in water and sewer fund expenses. Fund Financial Analysis Governmental Funds Fund Balances: The table below shows the Governmental Fund balances for major funds as of December 31, 2019 and December 31, 2018. Fund 2019 2018 Change General 9,307$ 6,743$ 2,564$ Tourism and Convention 451 458 (7) Special Gas 2,191 1,532 659 Sales Tax Capital 2,406 1,984 422 Schilling Capital Improvement 1,949 2,136 (187) Debt Service 1,142 1,851 (709) Capital Projects (7,652) (694) (6,958) SFH QalicB 1,310 1,218 92 Other Governmental Funds 4,671 3,861 810 15,776$19,089$ (3,313)$ Governmental Fund Balances as of December 31, (in 000's) Total governmental fund balances decreased by $3.3 million. The reasons for these changes are varied. The Schilling Capital Improvement Fund, which was created to account for U.S. Government and other funds received for the abatement of groundwater contamination, continues to decrease as the City uses funds previously distributed. The Capital Projects Fund decrease was largely the result of the use of funds to fund capital outlays on projects. The SFH QalicB fund was created to account for funds for the Salina Field House. 10 CITY OF SALINA, KANSAS Management Discussion and Analysis Year Ended December 31, 2019 Revenues and Expenditures: The following table shows a comparison of revenues and expenditures (including other sources and uses) for major funds for the years ending December 31, 2019 and 2018. Fund 2019 2018 Change Revenues (Including Other Financing Sources) General 44,228$ 41,532$ 2,696$ Tourism and Convention 1,889 1,795 94 Special Gas 2,027 1,653 374 Sales Tax Capital 8,501 8,225 276 Schilling Capital Improvement 21 15 6 Debt Service 6,241 6,602 (361) Capital Projects 11,871 13,555 (1,684) SFH QalicB 499 504 (5) Other Governmental Funds 4,745 4,161 584 Total Revenues 80,021 78,042 1,979 Less Other Sources (21,247)(21,622)375 Revenues, net of other sources 58,774$ 56,420$ 2,354$ Expenditures (Including Other Finacing Uses) General 41,664$ 41,672$ (8)$ Tourism and Convention 1,896 1,550 346 Special Gas 1,368 1,203 165 Sales Tax Capital 8,060 8,324 (264) Schilling Capital Improvement 208 904 (696) Debt Service 6,950 6,955 (5) Capital Projects 18,830 15,144 3,686 SFH QalicB 407 1,001 (594) Other Governmental Funds 3,954 4,653 (699) Total Expenditures 83,335 81,406 1,929 Less Other Uses (5,073) (4,186) (887) Expenditures, net of other uses 78,262$ 77,220$ 1,042$ Total revenues, including other sources, were up $2.4 million compared to 2018, with the General Fund showing the largest increase between the two years, which was $2.7 million. Total expenditures increased $1.9 million over 2018. The majority of that increase was in the Capital Projects Fund as a result of increased spending on projects, specifically the Downtown Streetscape and Police Training Facility projects. 11 CITY OF SALINA, KANSAS Management Discussion and Analysis Year Ended December 31, 2019 Proprietary Funds The City of Salina operates four enterprise funds as well as five internal service funds. A summarized comparative Statement of Net Position follows for each enterprise fund: 2019 2018 Change 2019 2018 Change Current Assets 7,073$ 6,569$ 504$ 28,307$ 26,338$ 1,969$ Capital Assets 1,497 2,350 (853) 97,956 86,535 11,421 Deferred Outflows 67 72 (5)371 610 (239) Total Assets and deferred outflows 8,636$ 8,991$ (355)$ 126,634$ 113,483$ 13,151$ Current Liabilities 103$ 461$ (358)$ 3,273$ 3,183$ 90$ Noncurrent Liabilities 2,865 2,847 18 38,016 27,576 10,440 Deferred Inflows 28 30 (2)126 144 (18) Total Liabilities 2,995$ 3,338$ (343)$ 41,415$ 30,903$ 10,512$ Net investment in capital assets 1,107$ 1,570$ (463)$ 60,568$ 59,502$ 1,066$ Restricted - - - 1,368 1,512 - Unrestricted 4,534 4,083 451 23,283 21,566 1,717 Total Net Position 5,640$ 5,653$ (13)$ 85,219$ 82,580$ 2,639$ Current Assets as a percentage of current liabilities 6885% 1425%865% 827% 2019 2018 Change 2019 2018 Change Current Assets 2,012$ 1,747$ 265$ 77$ 116$ (39)$ Capital Assets 1,165 886 279 462 410 52 Deferred Outflows 84 92 (8)25 27 (2) Total Assets 3,261$ 2,725$ 536$ 563$ 553$ 10$ Current Liabilities 137$ 106$ 31$ 66$ 64$ 2$ Noncurrent Liabilities 668 684 (16)215 225 (10) Deferred Inflows 35 38 (3)10 11 (1) Total Liabilities 840$ 828$ 12$ 291$ 300$ (9)$ Net investment in capital assets 1,165$ 886$ 279$ 462$ 410$ 52$ Restricted - - - - - - Unrestricted 1,256 1,011 245 (187)(103)(84) Total Net Position 2,421$ 1,897$ 524$ 275$ 307$ (32)$ Current Assets as a percentage of current liabilities 1469% 1648%117% 181% Comparative Summary Statement of Net Position as of December 31 (in $000's) Solid Waste Disposal Water and Sewer Sanitation Golf Course 12 CITY OF SALINA, KANSAS Management Discussion and Analysis Year Ended December 31, 2019 Revenues, Expenses, and Changes in Net Position All enterprise funds show healthy results, with three of the four funds reflecting increases in net position. 2019 2018 Change 2019 2018 Change Operating Revenues 3,499$ 3,116$ 383$ 20,588$ 20,207$ 381$ Operating Expenses 2,849 2,353 496 13,013 14,348 (1,335) Operating Income 649 763 (114) 7,575 5,859 1,716 Non-operating revenues (expenses)(22)17 (39)(1,281)(667)(614) Income (Loss) before Transfers 627 780 (153) 6,294 5,192 1,102 Transfers in (out)(640)(690)50 (3,650) (3,650) - Change in Net Position (13)90 (103)2,644 1,542 1,102 Net Position January 1 5,653 6,237 (584) 82,580 80,697 1,883 Restatement -(674)674 (5)341 (346) Net Position January 1, restated 5,653 5,563 90 82,575 81,038 1,537 Net Position December 31 5,640$ 5,653$ (13)$ 85,219$ 82,580$ 2,639$ 2019 2018 Change 2019 2018 Change Operating Revenues 3,276$ 3,006$ 270$ 907$ 884$ 23$ Operating Expenses 2,266 2,419 (153)888 926 (38) Operating Income 1,010 587 423 19 (42) 61 Non-operating revenues (expenses)-11 (11)-661 (661) Income (Loss) before Transfers 1,010 598 412 19 619 (600) Transfers in (out)(492)(492)1 - - - -- Change in Net Position 519 106 413 19 619 (600) Net Position January 1 1,897 1,856 41 253 292 (39) Restatement 5 (66)71 -2 (2) Net Position January 1, restated 1,902 1,790 112 253 294 (41) Net Position December 31 2,421$ 1,896$ 525$ 272$ 913$ (641)$ Comparative Summary of Revenues, Expenses and Changes in Net Position for the Year Ended December 31 (In $000's) Solid Waste Disposal Water and Sewer Sanitation Golf Course 13 CITY OF SALINA, KANSAS Management Discussion and Analysis Year Ended December 31, 2019 Budgetary Highlights The objective of budgetary controls is to ensure compliance with legal provisions embodied in the annual appropriated budget approved by the City Commission. The legal level of budgetary control is maintained at the fund level, in accordance with State Statutes. Management control is maintained at the departmental level. Within the departments, considerable discretion is permitted. The City uses an encumbrance accounting system, in which estimated purchase orders are recorded prior to the release of purchase orders to vendors. Open purchase orders are reported as reservations of budgetary basis fund balances at December 31, 2019. Formal budgetary amendments are limited to those circumstances in which the need is perceived to alter the total fund budget. Re- allocation among departments or line items are not typically recorded as budgetary amendments. However, in addition to formal amendments, departments within the City are allowed to transfer budget between line items within a department. Budgets may also be transferred from department to department within each fund. As a result of these transfers, the original budget and the final budgets may not be the same for departments within a fund. Capital Assets and Debt Administration Capital Assets The total amount invested in Capital Assets for the City at December 31, 2019 was $323,337,161, net of accumulated depreciation. The following table illustrates the Capital Asset balance by various classes of assets at December 31, 2019 and 2018: 2019 2018 2019 2018 2019 2018 Equipment, Furniture and Fixtures 2,352$ 2,374$ 1,536$ 1,489$ 3,888$ 3,863$ Vehicles 2,854 2,957 1,288 1,208 4,142 4,165 Buildings and Improvements 30,556 31,759 8,519 8,941 39,075 40,700 Land 24,224 24,094 2,386 2,060 26,610 26,154 Land Leased Under Capital Assets 423 423 - - 423 423 Infrastructure 116,264 116,365 79,824 72,312 196,088 188,677 Leasehold Improvements 357 326 - - 357 326 Construction in Progress 45,228 32,217 7,527 4,171 52,755 36,388 Total 222,258$210,515$101,079$90,181$323,337$300,696$ Capital Asset Balances Net of Depreciation as of December 31 (In 000's) Governmental Activity Business-type Activity Total Changes to capital assets may be summarized as follows: Governmental Activity Business-Type Activity Total Additions 22,005$ 26,293$ 48,298$ Retirements (4,622)(11,402) (16,024) Depreciation (6,835)(4,815)(11,651) Net Additions 10,548$ 10,075$ 20,623$ Changes to Capital Assets, 2019 (in 000's) Additional information on the City’s capital assets can be found in Note 4,D. of the notes to the basic financial statements. 14 CITY OF SALINA, KANSAS Management Discussion and Analysis Year Ended December 31, 2019 Debt Management The City’s general policy for general obligation bonds is to issue them for no more than 10 years for the City at Large portion, with some exceptions permitted for extraordinary projects. On special assessment bonds, the maturity may extend to 15 years. The outstanding general obligation bonds for governmental activities at December 31, 2019 totaled $57,623,908. In addition, there were temporary notes outstanding in the amount of $11,170,000, as well as a financing operating lease in the amount of $656,260. Business-type activities had $11,122,175 in revenue bonds outstanding, as well as $4,116,515 in general obligation bonds. Revenues generated by user fees are pledged to retire all of the bonds issued by business-type activities. In addition, a loan payable is outstanding in the amount of $22,539,686. The City engaged in the following debt transactions during 2019: On July 30th, the City issued 2019-1, $6,000,000 of temporary notes. The proceeds were used to finance construction to Downtown Streetscape, Police Training Facility Design and 2 special assessment projects. On November 27th, the City issued 2019-2, $13,500,000 in temporary notes to pay off the 2019-1 notes as well as finance construction of the Downtown Streetscape and Police Training Facility. This note will be partially refinanced into a long-term bond issue in 2019 and partially in 2020. On November 27th, the City issued 2019A, $2,090,000 in General Obligation Bonds to finance construction costs for the Grand Prairie II and River Trail Second Addition special assessment projects, as well as to finance the Beechcraft Road project. On December 1, 2019, the City issued $18,520,000 in Senior Special Obligation Revenue Bonds and $4,320,000 in Subordinate Special Obligation Revenue Bonds to fund STAR Bond district projects. Additional information on the City’s debt can be found in Note 4, E. of the notes to the basic financial statements. Requests for Information This financial report is intended to give the reader a general overview of the City’s finances. Questions about information in this report or requests for additional information should be directed to the Director of Finance, Room 206, 300 West Ash Street, Salina, Kansas, 67401. 15 %$6,&),1$1&,$/67$7(0(176 Total Total Total Salina Salina Governmental Business-type Primary Housing Airport Activities Activities Government Authority AuthorityASSETS AND DEFERRED OUTFLOWS OF RESOURCES Current assets: Cash and investments 31,406,384$ 34,956,928$ 66,363,312$ 2,222,111$ 655,020$ Receivables (net of allowance for uncollectibles) Accounts 2,080,843 2,033,882 4,114,725 12,159 848,249 Taxes 13,863,340 - 13,863,340 -- Interest 9,518 16 9,534 -- Inventory 339,878 477,644 817,522 30,954 - Restricted cash and investments 907,687 - 907,687 -- Prepaid expenses ---45,192 9,352 Total current assets 48,607,650 37,468,470 86,076,120 2,310,416 1,512,621 Noncurrent assets: Capital assets, nondepreciable Construction in progress 45,227,729 7,526,968 52,754,697 128,057 132,217 Land 24,646,334 2,386,334 27,032,668 1,483,219 10,166,125 Capital assets, depreciable 279,528,709 162,361,912 441,890,621 8,494,072 81,240,459 Less: Accumulated depreciation 127,144,929 71,195,896 198,340,825 5,084,636 47,428,034 Total noncurrent assets 222,257,843 101,079,318 323,337,161 5,020,712 44,110,767 Total assets 270,865,493 138,547,788 409,413,281 7,331,128 45,623,388 Deferred outflows of resources: KPERS OPEB deferred outflows of resources 97,708 43,897 141,605 -4,220 OPEB deferred outflows of resources 62,171 7,919 70,090 -- Pension deferred outflows of resources 4,842,013 484,280 5,326,293 62,093 131,923 Deferred charge on bond issuance 71,376 9,925 81,301 -1,140,061 Total deferred outflows of resources 5,073,268 546,021 5,619,289 62,093 1,276,204 Total assets and deferred outflows of resources 275,938,761$ 139,093,809$ 415,032,570$ 7,393,221$ 46,899,592$ Liabilities: Current liabilities: Accounts payable 3,588,272$ 448,194$ 4,036,466$ 45,557$ 867,149$ Retainage payable 1,980,498 153,409 2,133,907 -- Accrued liabilities 649,172 - 649,172 36,478 145,241 Accrued interest payable 78,459 325,876 404,335 - 227,145 Deposits payable - 229,447 229,447 98,022 - Current portion of compensated absences 2,030,465 478,552 2,509,017 2,989 - Current portion of temporary notes payable 11,170,000 - 11,170,000 -- Current portion of loans payable - 539,863 539,863 -- Current portion of revenue bonds payable - 715,000 715,000 -- Current portion of special assessment debt payable ----2,350 Current portion of general obligation bonds payable 4,474,480 688,388 5,162,868 -1,425,000 Total current liabilities 23,971,346 3,578,729 27,550,075 183,046 2,666,885 Noncurrent liabilities: Accrued liabilities 151,818 - 151,818 39,222 - Compensated absences 755,612 178,087 933,699 26,893 - Security deposits returnable ----57,564 OPEB obligation 3,121,647 397,680 3,519,327 - 13,338 KPERS OPEB obligation 349,412 156,983 506,395 8,186 - Net pension liability 28,968,806 3,148,126 32,116,932 331,750 632,856 Loans payable 12,199,016 21,999,823 34,198,839 -- Revenue bonds payable - 10,407,175 10,407,175 -- Special assessment debt payable ----2,455 General obligation bonds payable 53,149,428 3,428,127 56,577,555 - 20,982,297 Landfill post-closure care liabilities -2,048,896 2,048,896 -- Total noncurrent liabilities 98,695,739 41,764,897 140,460,636 406,051 21,688,510 Total liabilities 122,667,085 45,343,626 168,010,711 589,097 24,355,395 Deferred inflows of resources: Unavailable revenue - property taxes 13,423,860 - 13,423,860 8,599 - KPERS OPEB deferred inflows of resources 66,990 30,097 97,087 2,476 - OPEB deferred inflows of resources 146,354 18,645 164,999 -4,694 Pension deferred inflows of resources 1,275,958 149,620 1,425,578 15,791 36,718 Total deferred inflows of resources 14,913,162 198,362 15,111,524 26,866 41,412 Total liabilities and deferred inflows of resources 137,580,247$ 45,541,988$ 183,122,235$ 615,963$ 24,396,807$ Net Position Net investment in capital assets 151,527,232$ 63,300,942$ 214,828,174$ 5,020,712$ 21,698,665$ Restricted for: Permanent funds: Expendable 527,536 - 527,536 11,334 - Debt service 1,142,418 1,367,894 2,510,312 -- Unrestricted [14,838,672] 28,882,985 14,044,313 1,745,212 804,120 Total net position 138,358,514$ 93,551,821$ 231,910,335$ 6,777,258$ 22,502,785$ Primary Government CITY OF SALINA, KANSAS STATEMENT OF NET POSITION December 31, 2019 Component Units The notes to the basic financial statements are an integral part of this statement. 16 Operating Capital Total Total Total Salina Salina Charges for Grants and Grants and Governmental Business-type Primary Housing Airport Expenses Services Contributions Contributions Activities Activities Government Authority Authority Governmental activities: General government 10,865,700$ 3,400,883$ 750,696$ -$[6,714,121]$ -$[6,714,121]$ -$-$ Public safety 25,357,782 4,356,956 1,365,509 - [19,635,317]- [19,635,317]-- Public works 10,528,485 309,292 1,438,330 - [8,780,863]- [8,780,863]-- Public health and sanitation 1,156,165 45,549 277,304 - [833,312]- [833,312]-- Culture and recreation 6,879,281 1,513,628 578,558 - [4,787,095]- [4,787,095]-- Planning and development 2,522,266 103,727 129,662 - [2,288,877]- [2,288,877]-- Interest on long-term debt 2,168,897 ---[2,168,897] -[2,168,897]-- Total governmental activities 59,478,576 9,730,035 4,540,059 -[45,208,482]-[45,208,482]-- Business-type activities: Solid Waste Disposal 2,871,468 3,082,199 --- 210,731 210,731 -- Water and Sewer 14,293,758 20,255,017 --- 5,961,259 5,961,259 -- Sanitation 2,265,646 3,275,987 --- 1,010,341 1,010,341 -- Golf Course 888,494 809,636 ---[78,858] [78,858] -- Total business-type activities 20,319,366 27,422,839 ---7,103,473 7,103,473 -- Total primary government 79,797,942$ 37,152,874$4,540,059$ -$[45,208,482]7,103,473 [38,105,009] -- Component units: Salina Housing Authority 2,813,581$ 407,030$ 2,128,578$ 70,557$ --- [207,416] - Salina Airport Authority 6,167,660 2,432,958 - 1,727,674 ----[2,007,028] Total component units 8,981,241$ 2,839,988$ 2,128,578$ 1,798,231$ ---[207,416] [2,007,028] General Revenues: Property taxes levied for General purposes 9,707,788 - 9,707,788 - 2,371,463 Debt service 2,663,942 - 2,663,942 -- Motor vehicle tax General purposes 1,402,643 - 1,402,643 -- Sales tax General purposes 13,418,742 - 13,418,742 -- Selective purposes 9,323,065 - 9,323,065 -- Other taxes General purposes 6,975,000 - 6,975,000 -- Investment revenues 669,909 - 669,909 28,136 17,954 Miscellaneous 1,168,245 846,593 2,014,838 83,865 21,263 Transfers, net 4,781,500 [4,781,500] --- Subtotal general revenues 50,110,834 [3,934,907] 46,175,927 112,001 2,410,680 Change in net position 4,902,352 3,168,566 8,070,918 [95,415] 403,652 Net position - beginning 133,451,840 90,383,255 223,835,095 6,872,673 22,099,133 Prior period adjustment 4,322 -4,322 -- Net position - beginning, restated 133,456,162 90,383,255 223,839,417 6,872,673 22,099,133 Net position - ending 138,358,514$93,551,821$ 231,910,335$6,777,258$22,502,785$ Changes in Net Position Component UnitsPrimary GovernmentProgram Revenues CITY OF SALINA, KANSAS STATEMENT OF ACTIVITIES For the Year Ended December 31, 2019 Net [Expenses] Revenue and The notes to the basic financial statements are an integral part of this statement. 17 Tourism and Special Sales Tax General Convention Gas Capital ASSETS Cash and investments 8,106,861$ 853$ 1,910,307$ 2,712,288$ Restricted cash ---- Receivables (net) Accounts 1,628,614 450,217 -- Taxes 10,430,287 - 327,922 - Interest 9,518 --- Inventory 211,986 --- Due from other funds ---- Total assets 20,387,266$ 451,070$ 2,238,229$ 2,712,288$ LIABILITIES, DEFERRED INFLOWS OF RESOURCES AND FUND BALANCES Liabilities: Accounts payable 708,270$ -$45,246$ 139,896$ Retainage payable -- 2,005 166,517 Temporary notes payable ---- Due to other funds ---- Total liabilities 708,270 -47,251 306,413 Deferred inflows of resources Unavailable revenue - property taxes 10,236,618 --- Unavailable revenue - other 135,204 --- Total deferred inflows of resources 10,371,822 --- Fund balance: Nonspendable 211,986 --- Restricted - 451,070 2,120,391 - Committed --- 1,666,423 Assigned 273,808 - 70,587 739,452 Unassigned 8,821,380 --- Total fund balances 9,307,174 451,070 2,190,978 2,405,875 Total liabilities, deferred inflows of resources and fund balances 20,387,266$ 451,070$ 2,238,229$ 2,712,288$ CITY OF SALINA, KANSAS BALANCE SHEET GOVERNMENTAL FUNDS December 31, 2019 Schilling Other Total Capital Debt Capital SFH Governmental Governmental Improvement Service Projects QalicB Funds Funds 1,949,346$ 1,089,325$ 7,314,875$ 8,148$ 4,861,928$ 27,953,931$ --- 907,687 - 907,687 --- 864,660 2,012 2,945,503 - 3,105,131 --- 13,863,340 -----9,518 -----211,986 --349,515 --349,515 1,949,346$ 4,194,456$ 7,664,390$ 1,780,495$ 4,863,940$ 46,241,480$ -$-$2,455,027$ -$193,423$ 3,541,862$ -- 1,691,417 120,559 - 1,980,498 -- 11,170,000 -- 11,170,000 ---349,515 -349,515 --15,316,444 470,074 193,423 17,041,875 - 3,052,038 --- 13,288,656 -----135,204 -3,052,038 ---13,423,860 -----211,986 - 1,142,418 -- 1,509,770 5,223,649 1,941,623 - 152,576 1,310,421 3,015,015 8,086,058 7,723 --- 145,732 1,237,302 --[7,804,630] --1,016,750 1,949,346 1,142,418 [7,652,054] 1,310,421 4,670,517 15,775,745 1,949,346$ 4,194,456$ 7,664,390$ 1,780,495$ 4,863,940$ 46,241,480$ The notes to the basic financial statements are an integral part of this statement. 18 [THIS PAGE INTENTIONALLY LEFT BLANK] Total Governmental Fund Balances 15,775,745$ Amounts reported for governmental activities in the statement of net position are different because Bond issuance costs are shown as current year expenditures in the funds. Bond issuance costs 71,376 Capital assets used in governmental activities are not financial resources and therefore are not reported in the funds The cost of capital assets is 349,234,538 Accumulated depreciation is 126,991,328 222,243,210 Pension contributions are reported as an expense in the funds and as a deferred outflow of resources in the governmental activities in the statement of net position.4,976,291 Pension fundings are reported as a revenue in the funds and as a deferred inflow of resources in the governmental activities in the statement of net position.[1,479,693] Certain intrafund transactions have been eliminated between the City's primary funds and the QALICB blended component unit.[864,660] An internal service fund is used by the City's management to charge the costs of the worker's compensation program. The assets and liabilities of the internal service fund are included with governmental activities.2,565,728 The following liabilities, including bonds payable, are not due and payable in the current period and therefore are not reported as liabilities in the funds. These liabilities at year end consist of: Compensated absences 2,754,631 Net OPEB obligation 3,460,931 Net pension liability 28,812,538 Bonds payable 57,623,908 Loans payable 12,199,016 Accrued interest on the bonds 78,459 [104,929,483] Net Position of Governmental Activities 138,358,514$ CITY OF SALINA, KANSAS RECONCILIATION OF THE TOTAL GOVERNMENTAL FUND BALANCE TO NET POSITION OF GOVERNMENTAL ACTIVITIES December 31, 2019 The notes to the basic financial statements are an integral part of this statement. 19 Tourism and Special Sales Tax General Convention Gas Capital REVENUES: Taxes Real estate taxes 9,561,490$ -$-$-$ Delinquent taxes 146,298 --- Motor vehicle taxes 1,093,438 --- General sales taxes 13,418,742 --- Selective sales taxes --- 8,500,559 Other taxes 5,086,492 1,888,508 -- Intergovernmental 1,351,967 - 1,433,830 - Special assessments ---- Licenses and permits ---- Charges for services 5,816,485 --- Investment revenue 613,249 --- Donations ---- Miscellaneous 690,676 -432,910 - Total revenues 37,778,837 1,888,508 1,866,740 8,500,559 EXPENDITURES: Current General government 4,581,505 --- Public safety 23,692,445 --- Public works 5,473,414 - 406,058 - Public health and sanitation 816,636 --- Culture and recreation 4,379,441 --- Planning and development 836,690 1,046,945 -- Miscellaneous ---- Capital outlay 985,861 - 962,163 4,733,263 Debt service Principal retirement ---- Interest and other charges ---- Total expenditures 40,765,992 1,046,945 1,368,221 4,733,263 Excess [deficiency] of revenue and other sources over [under] expenditures and other [uses][2,987,155] 841,563 498,519 3,767,296 OTHER FINANCING SOURCES [USES] Issuance of bonds ---- Issuance of temporary notes ---- Bond premium ---- Capital contribution ---- Transfers in 6,449,500 - 160,000 - Transfers [out][897,748] [848,875] -[3,326,350] Total other financing sources [uses]5,551,752 [848,875] 160,000 [3,326,350] Net change in fund balance 2,564,597 [7,312] 658,519 440,946 Fund balance - Beginning of year 6,742,577 458,382 1,532,459 1,984,324 Prior period adjustment ---[19,395] Fund balance - Beginning of year, restated 6,742,577 458,382 1,532,459 1,964,929 Fund balance - End of year 9,307,174$ 451,070$ 2,190,978$ 2,405,875$ CITY OF SALINA, KANSAS STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE GOVERNMENTAL FUNDS For the Year Ended December 31, 2019 Schilling Other Total Capital Debt Capital SFH Governmental Governmental Improvement Service Projects QalicB Funds Funds -$2,620,653$ -$-$-$12,182,143$ - 43,289 --- 189,587 - 309,205 --- 1,402,643 -----13,418,742 ----822,506 9,323,065 -----6,975,000 ----1,787,565 4,573,362 - 1,540,285 55,845 -- 1,596,130 ----4,500 4,500 --- 492,917 494,470 6,803,872 20,767 -- 6,460 29,433 669,909 ----90,084 90,084 -94,519 282,720 -43,956 1,544,781 20,767 4,607,951 338,565 499,377 3,272,514 58,773,818 -----4,581,505 -----23,692,445 ----256,444 6,135,916 ----303,950 1,120,586 ----1,667,994 6,047,435 --- 31,600 396,101 2,311,336 ----3535 207,547 - 13,751,490 175,278 1,096,882 21,912,484 - 5,413,015 4,725,999 - 185,000 10,324,014 -1,536,834 352,011 200,044 47,278 2,136,167 207,547 6,949,849 18,829,500 406,922 3,953,684 78,261,923 [186,780] [2,341,898] [18,490,935] 92,455 [681,170] [19,488,105] -- 11,090,000 -- 11,090,000 ------ -- 442,878 -- 442,878 ------ - 1,632,958 -- 1,472,014 9,714,472 -----[5,072,973] -1,632,958 11,532,878 -1,472,014 16,174,377 [186,780] [708,940] [6,958,057] 92,455 790,844 [3,313,728] 2,136,126 1,851,358 [693,997] 1,217,966 3,861,345 19,090,540 ----18,328 [1,067] 2,136,126 1,851,358 [693,997] 1,217,966 3,879,673 19,089,473 1,949,346$ 1,142,418$ [7,652,054]$ 1,310,421$ 4,670,517$ 15,775,745$ The notes to the basic financial statements are an integral part of this statement. 20 Total Net Change In Fund Balances - Governmental Funds [3,313,728]$ Amounts reported for governmental activities in the statement of activities are different because Capital outlays to purchase or build assets are reported in governmental funds as expenditures. However, for governmental activities those costs are shown in the statement of net position and allocated over their estimated useful lives as annual depreciation expenses in the statement of activities. This is the amount by which capital outlays exceeds depreciation in the period. Gain/[Loss] on sale of assets [8,190] Capital outlays 17,835,539 Depreciation expense [6,240,802] 11,586,547 Interest on long-term debt in the statement of activities differs from the amount reported in the governmental funds because interest is recorded as an expenditure in the funds when it is due, and thus requires the use of current financial resources. In the statement of activities, however, interest expense is recognized as the interest accrues, regardless of when it is due. This is the amount by which interest decreased.29,485 An internal service fund is used by the city's management to charge the costs of certain activities to the individual funds. The revenues and expenses of certain internal service fund is reported with governmental activities.1,597,174 Certain intrafund transactions have been eliminated between the City's primary funds and the QALICB blended component unit.[834,660] Some expenses reported in the statement of activities, such as compensated absences and other post employment benefits, do not require the use of current financial resources and therefore are not reported as expenditures in governmental funds.[29,980] Pension payments are reported as expenditures in the governmental funds and do not affect the statement of net activities.[999,728] Bond, temporary note, loan and lease proceeds are other financing sources in the governmental funds, but they increase long-term liabilities in the statement of net position and do not affect the statement of activities. Also, governmental funds report the effect of issuance costs, premiums, discounts, and similar items when debt is first issued, whereas these amounts are deferred and amortized in the statement of activities. This amount is the net effect of these differences in the treatment of long-term debt and related items.[17,550,023] Repayment of bond principal and bond issuance costs is an expenditure in the governmental funds, but it reduces long-term liabilities in the statement of net position and does not affect the statement of activities.14,417,265 Changes In Net Position of Governmental Activities 4,902,352$ CITY OF SALINA, KANSAS RECONCILIATION OF THE GOVERNMENTAL FUNDS STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCE WITH THE GOVERNMENT-WIDE STATEMENT OF ACTIVITIES For the Year Ended December 31, 2019 The notes to the basic financial statements are an integral part of this statement. 21 CITY OF SALINA, KANSAS STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) GENERAL FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Taxes Real estate taxes 9,561,490$ 9,582,319$ 9,582,319$ [20,829]$ Delinquent taxes 146,298 160,000 160,000 [13,702] Motor vehicle taxes 1,073,265 1,008,720 1,008,720 64,545 General sales tax 13,418,742 13,829,194 13,829,194 [410,452] Other taxes 6,286,492 7,085,901 7,085,901 [799,409] Intergovernmental 1,351,967 1,135,255 1,135,255 216,712 Charges for services 4,051,536 5,907,154 5,907,154 [1,855,618] Investment revenue 892,731 10,000 10,000 882,731 Miscellaneous 690,673 632,907 632,907 57,766 Total revenues 37,473,194 39,351,450 39,351,450 [1,878,256] Expenditures General government 4,456,184 3,523,226 3,523,226 [932,958] Public safety 22,165,691 21,044,550 21,044,550 [1,121,141] Public works 5,524,886 5,652,826 5,652,826 127,940 Public health and sanitation 816,636 -- [816,636] Culture and recreation 4,375,589 5,361,919 5,361,919 986,330 Planning and development 1,069,690 3,437,251 3,437,251 2,367,561 Capital outlay 713,625 6,985,000 6,985,000 6,271,375 Total expenditures 39,122,301 46,004,772 46,004,772 6,882,471 Excess [deficiency] of revenues over [under] expenditures [1,649,107] [6,653,322] [6,653,322] 5,004,215 Other financing sources [uses] Transfers in 5,249,500 3,841,500 3,841,500 1,408,000 Transfers [out][897,748] [3,076,760] [3,076,760] 2,179,012 Total other financing sources [uses]4,351,752 764,740 764,740 3,587,012 Excess [deficiency] of revenues and other sources over [under] expenditures and other [uses]2,702,645 [5,888,582] [5,888,582] 8,591,227 Unreserved fund balance, January 1 4,286,934 5,983,397 5,983,397 [1,696,463] Unreserved fund balance, December 31 6,989,579 94,815$ 94,815$ 6,894,764$ Reconciliation to GAAP Interest receivable 9,518 Accounts receivable 1,628,614 Taxes receivable 10,430,287 Inventory 211,986 Deferred revenue [10,236,618] Current year encumbrances 273,808 GAAP Fund Balance, December 31 9,307,174$ Budgeted Amounts See independent auditor's report on the financial statements. 22 CITY OF SALINA, KANSAS STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) TOURISM AND CONVENTION FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Other taxes 1,895,820$ 1,656,562$ 1,895,900$ [80]$ Investment revenue -150 -- Total revenues 1,895,820 1,656,712 1,895,900 [80] Expenditures Planning and development 1,046,945 914,818 1,046,945 - Total expenditures 1,046,945 914,818 1,046,945 - Excess [deficiency] of revenues over [under] expenditures 848,875 741,894 848,955 [80] Other financing sources [uses] Transfers [out][848,875][741,744][848,875]- Total other financing sources [uses][848,875][741,744][848,875]- Excess [deficiency] of revenues and other sources over [under] expenditures and other [uses]-150 80 [80] Unreserved fund balance, January 1 853 63,187 853 - Unreserved fund balance, December 31 853 63,337$ 933$ [80]$ Reconciliation to GAAP Accounts receivable 450,217 GAAP Fund Balance, December 31 451,070$ Budgeted Amounts See independent auditor's report on the financial statements. 23 CITY OF SALINA, KANSAS STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) SPECIAL GAS FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Intergovernmental 1,426,232$ 1,417,590$ 1,417,590$ 8,642$ Miscellaneous 432,910 -- 432,910 Investment revenue -3,000 3,000 [3,000] Total revenues 1,859,142 1,420,590 1,420,590 438,552 Expenditures Public works 406,058 525,830 525,830 119,772 Capital outlay 859,528 946,243 946,243 86,715 Total expenditures 1,265,586 1,472,073 1,472,073 206,487 Excess [deficiency] of revenues over [under] expenditures 593,556 [51,483][51,483]645,039 Other financing sources [uses] Transfers in 160,000 160,000 160,000 - Total other financing sources [uses]160,000 160,000 160,000 - Excess [deficiency] of revenues and other sources over [under]753,556 108,517 108,517 645,039 expenditures and other [uses] Unreserved fund balance, January 1 1,038,913 899,157 899,157 139,756 Unreserved fund balance, December 31 1,792,469 1,007,674$ 1,007,674$ 784,795$ Reconciliation to GAAP Taxes receivable 327,922 Current year encumbrances 70,587 GAAP Fund Balance, December 31 2,190,978$ Budgeted Amounts See independent auditor's report on the financial statements. 24 CITY OF SALINA, KANSAS STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) SALES TAX CAPITAL FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Taxes Selective sales taxes 8,500,559$ 8,758,780$ 8,758,780$ [258,221]$ Investment revenue -5,000 5,000 [5,000] Total revenues 8,500,559 8,763,780 8,763,780 [263,221] Expenditures Capital outlay 4,944,758 6,541,080 6,541,080 1,596,322 Total expenditures 4,944,758 6,541,080 6,541,080 1,596,322 Excess [deficiency] of revenues over [under] expenditures 3,555,801 2,222,700 2,222,700 1,333,101 Other financing sources [uses] Transfers [out][3,326,350][3,073,878][3,073,878][252,472] Total other financing sources [uses][3,326,350][3,073,878][3,073,878][252,472] Excess [deficiency] of revenues and other sources over [under] expenditures and other [uses]229,451 [851,178] [851,178] 1,080,629 Unreserved fund balance, January 1 1,436,972 1,763,089 1,763,089 [326,117] Unreserved fund balance, December 31 1,666,423 911,911$ 911,911$ 754,512$ Reconciliation to GAAP Current year encumbrances 739,452 GAAP Fund Balance, December 31 2,405,875$ Budgeted Amounts See independent auditor's report on the financial statements. 25 Total Internal Solid Waste Water and Enterprise Service Assets and deferred outflows of resources:Disposal Sewer Sanitation Golf Course Funds Funds Current assets: Cash and investments 6,874,432$ 26,289,593$ 1,754,760$38,143$ 34,956,928$ 3,452,453$ Receivables (net of allowance for uncollectibles) Accounts 198,322 1,578,182 257,378 - 2,033,882 - Interest 16 ---16 - Inventory and prepaid supplies -439,223 -38,421 477,644 127,892 Total current assets 7,072,770 28,306,998 2,012,138 76,564 37,468,470 3,580,345 Capital assets: Nondepreciable capital assets: Construction in progress - 7,526,968 -- 7,526,968 - Land 682,000 1,689,334 - 15,000 2,386,334 - Depreciable capital assets: Capital assets 11,313,026 147,231,395 2,564,420 1,253,071 162,361,912 168,234 Less: accumulated depreciation 10,498,484 58,491,492 1,399,557 806,363 71,195,896 153,601 Total capital assets 1,496,542 97,956,205 1,164,863 461,708 101,079,318 14,633 Total assets 8,569,312 126,263,203 3,177,001 538,272 138,547,788 3,594,978 Deferred outflows of resources: KPERS OPEB deferred outflows of resources 4,248 29,737 7,080 2,832 43,897 2,832 OPEB deferred outflows of resources 969 5,001 1,500 449 7,919 - Pension deferred outflows of resources 61,369 326,317 75,354 21,240 484,280 22,769 Deferred charge on bond issuance -9,925 --9,925 - Total deferred outflows of resources 66,586 370,980 83,934 24,521 546,021 25,601 Total assets and deferred outflows of resources 8,635,898$ 126,634,183$ 3,260,935$562,793$ 139,093,809$ 3,620,579$ Liabilities and deferred inflows of resources: Current liabilities Accounts payable 26,442$ 388,113$ 29,160$ 4,479$ 448,194$ 46,410$ Retainage payable - 153,409 -- 153,409 - Interest payable 5,262 320,614 -- 325,876 - Meter deposits payable - 229,447 -- 229,447 - Current portion of compensated absences payable 36,027 273,585 107,850 61,090 478,552 22,917 Current portion of accrued claims payable ----- 649,172 Current portion of loans payable - 539,863 -- 539,863 - Current portion of general obligation bonds payable 35,000 653,388 -- 688,388 - Current portion of revenue bonds payable -715,000 --715,000 - Total current liabilities 102,731 3,273,419 137,010 65,569 3,578,729 718,499 Noncurrent liabilities: Compensated absences payable 13,407 101,811 40,135 22,734 178,087 8,529 Accrued claims payable ----- 151,818 OPEB obligation 48,676 251,125 75,310 22,569 397,680 - KPERS OPEB obligation 15,192 106,343 25,320 10,128 156,983 10,128 Net pension liability 383,854 2,076,508 527,697 160,067 3,148,126 156,268 Payable from restricted assets Loans payable - 21,999,823 -- 21,999,823 - General obligation bonds payable 355,000 3,073,127 -- 3,428,127 - Revenue bonds payable - 10,407,175 -- 10,407,175 - Landfill post-closure care liabilities 2,048,896 ---2,048,896 - Total noncurrent liabilities 2,865,025 38,015,912 668,462 215,498 41,764,897 326,743 Total liabilities 2,967,756 41,289,331 805,472 281,067 45,343,626 1,045,242 Deferred inflows of resources KPERS OPEB deferred inflows of resources 2,913 20,388 4,854 1,942 30,097 1,942 OPEB deferred inflows of resources 2,282 11,774 3,531 1,058 18,645 - Pension deferred inflows of resources 22,469 93,911 26,326 6,914 149,620 7,667 Total deferred inflows of resources 27,664 126,073 34,711 9,914 198,362 9,609 Total liabilities and deferred inflows of resources 2,995,420$ 41,415,404$ 840,183$ 290,981$ 45,541,988$ 1,054,851$ Net position Net investment in capital assets 1,106,542$ 60,567,829$ 1,164,863$461,708$ 63,300,942$ 14,633$ Restricted Restricted for bond retirement - 1,367,894 - - 1,367,894 - Unrestricted 4,533,936 23,283,056 1,255,889 [189,896] 28,882,985 2,551,095 Total net position 5,640,478$ 85,218,779$ 2,420,752$271,812$ 93,551,821$ 2,565,728$ Business-Type Activities: Enterprise Funds CITY OF SALINA, KANSAS STATEMENT OF NET POSITION PROPRIETARY FUNDS December 31, 2019 The notes to the basic financial statements are an integral part of this statement. 26 Total Internal Solid Waste Water and Enterprise Service Disposal Sewer Sanitation Golf Course Funds Funds Operating revenues Charges for services 3,082,199$ 20,255,017$3,275,987$809,636$ 27,422,839$ 7,798,835$ Miscellaneous 416,369 332,662 -97,562 846,593 60,303 Total operating revenues 3,498,568 20,587,679 3,275,987 907,198 28,269,432 7,859,138 Operating expenses General government ----- 8,982,331 Public works 1,995,726 9,678,876 2,090,924 - 13,765,526 - Recreation --- 840,279 840,279 - Depreciation 853,537 3,333,943 174,722 48,215 4,410,417 7,699 Total operating expenses 2,849,263 13,012,819 2,265,646 888,494 19,016,222 8,990,030 Operating income [loss]649,305 7,574,860 1,010,341 18,704 9,253,210 [1,130,892] Nonoperating revenues [expenses] Interest expense [22,205] [1,129,127] -- [1,151,332] - Accretion of bond premium - 55,915 -- 55,915 - Amortization of bond issuance costs -[207,727]--[207,727] - Total nonoperating revenues [expenses][22,205] [1,280,939] --[1,303,144] - Income [loss] before transfers 627,100 6,293,921 1,010,341 18,704 7,950,066 [1,130,892] Transfers from [to] other funds Transfers in ----- 140,000 Transfers [out][640,000] [3,650,000] [491,500] -[4,781,500]- Total transfers [640,000] [3,650,000] [491,500] -[4,781,500]140,000 Change in net position [12,900] 2,643,921 518,841 18,704 3,168,566 [990,892] Net position, January 1 5,653,378 82,580,128 1,896,641 253,108 90,383,255 3,556,620 Prior period adjustment -[5,270]5,270 --- Net position, January 1, restated 5,653,378 82,574,858 1,901,911 253,108 90,383,255 3,556,620 Net position, December 31 5,640,478$ 85,218,779$2,420,752$271,812$ 93,551,821$ 2,565,728$ Business-Type Activities: Enterprise Funds CITY OF SALINA, KANSAS STATEMENT OF REVENUES, EXPENSES AND CHANGES IN NET POSITION PROPRIETARY FUNDS For the Year Ended December 31, 2019 The notes to the basic financial statements are an integral part of this statement. 27 Total Internal Solid Waste Water and Enterprise Service Disposal Sewer Sanitation Golf Course Funds Funds Cash flows from operating activities Cash received from customers and users 3,073,363$20,427,626$3,272,401$809,636$ 27,583,026$7,980,067$ Cash paid to suppliers of goods or services [1,264,517] [5,412,123] [1,144,660] [315,480] [8,136,780] [8,734,446] Cash paid to employees [677,451] [4,192,802] [926,570] [535,122] [6,331,945] [288,556] Other operating receipts 416,369 332,662 -97,562 846,593 60,303 Net cash provided by [used in] operating activities 1,547,764 11,155,363 1,201,171 56,596 13,960,894 [982,632] Cash flows from capital and related financing activities Purchase and construction of capital assets - [13,963,235] [453,771] [99,848] [14,516,854]- Proceeds from bonds - 10,330,000 -- 10,330,000 - Proceeds from loans - 12,434,835 -- 12,434,835 - Principal payments - loans - [527,499]-- [527,499] - Principal payments - general obligation bonds [390,000] [768,198]-- [1,158,198]- Principal payments - revenue bonds - [11,850,000]-- [11,850,000]- Interest paid [22,918] [1,051,885] --[1,074,803]- Net cash provided by [used in] capital and related financing activities [412,918] [5,395,982] [453,771] [99,848] [6,362,519] - Cash flows from investing activities Interest received ------ Cash flows from noncapital financing activities Transfers in ----- 140,000 Transfers [out][640,000] [3,650,000] [491,500] -[4,781,500]- Net cash provided by [used in] noncapital financing activities [640,000] [3,650,000] [491,500] -[4,781,500]140,000 Net increase [decrease] in cash and cash equivalents 494,846 2,109,381 255,900 [43,252] 2,816,875 [842,632] Cash and cash equivalents, January 1 6,379,586 24,185,482 1,493,590 81,395 32,140,053 4,295,085 Prior period adjustment -[5,270]5,270 --- Cash and cash equivalents, January 1, restated 6,379,586 24,180,212 1,498,860 81,395 32,140,053 4,295,085 Cash and cash equivalents, December 31 6,874,432$26,289,593$1,754,760$38,143$ 34,956,928$3,452,453$ Business-Type Activities: Enterprise Funds CITY OF SALINA, KANSAS STATEMENT OF CASH FLOWS For the Year Ended December 31, 2019 PROPRIETARY FUNDS The notes to the basic financial statements are an integral part of this statement. 28 Total Internal Solid Waste Water and Enterprise Service Disposal Sewer Sanitation Golf Course Funds Funds Reconciliation of operating [loss] income to net cash provided by [used in] operating activities Operating income [loss]649,305$ 7,574,860$ 1,010,341$18,704$ 9,253,210$ [1,130,892]$ Adjustments to reconcile operating income [loss] to net cash provided by [used in] operating activities Depreciation expense 853,537 3,333,943 174,722 48,215 4,410,417 7,699 [Increase] decrease in accounts receivable [8,836] 127,020 [3,586] - 114,598 - [Increase] decrease in inventory - 7,848 - [3,944] 3,904 [16,406] [Increase] decrease in deferred outflows 5,290 31,955 7,902 2,920 48,067 1,085 Increase [decrease] in accounts payable 2,199 108,818 3,706 [14,751] 99,972 [1,962] Increase [decrease] in retainage payable - [73,568]-- [73,568]- Increase [decrease] in accrued compensated absences [21,204] [4,797] 7,606 5,517 [12,878] [27,942] Increase [decrease] in claims payable ----- 181,232 Increase [decrease] in net pension liability 3,546 22,496 5,297 1,969 33,308 1,719 Increase [decrease] in net KPERS OPEB obligation [1,216] [3,042] [2,026] [811] [7,095] 4,659 Increase [decrease] in net OPEB obligation 444 2,284 686 204 3,618 - Increase [decrease] in meter deposits payable - 45,589 -- 45,589 - Increase [decrease] in deferred inflows [2,699] [18,043][3,477] [1,427] [25,646][1,824] Net cash provided by [used in] operating activities 1,547,764$ 11,155,363$1,201,171$56,596$ 13,960,894$[982,632]$ Business-Type Activities: Enterprise Funds CITY OF SALINA, KANSAS STATEMENT OF CASH FLOWS PROPRIETARY FUNDS (Continued) For the Year Ended December 31, 2019 The notes to the basic financial statements are an integral part of this statement. 29 ASSETS Cash and investments 270,096$ Total assets 270,096$ LIABILITIES AND FUND BALANCES Liabilities Accounts payable 270,096$ Total liabilities 270,096$ December 31, 2019 CITY OF SALINA, KANSAS STATEMENT OF ASSETS AND LIABILITIES AGENCY FUNDS The notes to the basic financial statements are an integral part of this statement. 30 31 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Reporting Entity The City of Salina, Kansas (the City) is a municipal corporation governed by a mayor as part of a five-member commission. These financial statements present the City and its component units, entities for which the government is considered to be financially accountable. Each discretely presented component unit is reported in a separate column in the government wide statements (see note below for descriptions) to emphasize that it is legally separated from the government. The blended component unit is reported as a governmental fund of the City (see note below for description) to emphasize that it is a part of the city. Discretely Presented Component Units City of Salina Airport Authority - The Salina Airport Authority was created for the purpose of accepting as surplus property portions of the former Schilling A.F.B that was closed by the United States Department of Defense in June 1965. One of the primary functions of the Airport Authority is to facilitate the continued growth of jobs and payroll at the Airport Industrial Center. The Airport Authority is managed and controlled by a five- member Board of Directors appointed by the Salina City Commission. Any director may be removed by a majority vote of the Salina City Commission. The Airport Authority’s basic mill levy (up to 3 mills) requires the approval of the City Commission. The Commission must also approve the issuance of general obligation debt by the Airport Authority. The Airport Authority has a December 31 fiscal year end. Housing Authority of the City of Salina - The purpose of the Housing Authority of the City of Salina (Housing Authority) is to administer Public Housing Programs authorized by the United States Housing Act of 1937. The Mayor of the City of Salina appoints the governing board. The City Commission may remove commissioners of the Housing Authority. The City must issue revenue bonds for the Housing Authority. The financial liability of the Housing Authority is essentially supported by the operating and debt service subsidies received under contract from the Federal government. The Housing Authority has a June 30 fiscal year end. Information in the accompanying financial statements covers the fiscal year ended June 30, 2019. Blended Component Unit Salina Field House Qualified Active Low-Income Community Business, Inc. (SFH QalicB) - SFH QalicB was created to function as a qualified low-income community business, as defined in Section 45D(d)(2) of the Internal Revenue Code of 1986 for the purpose of providing an indoor sports facility in the downtown corridor of the City of Salina. The purpose of the facility is to cater to local residents as well as host regional sports tournaments with the anticipation of becoming a regional destination for youth athletics. This mix of participation is expected to provide the most consistent visitation and tourism for the downtown district. The SFH QalicB is managed and controlled by a five-member Board of Directors appointed by the Salina City Commission. The field house is staffed by City of Salina employees. SFH QalicB has a December 31 fiscal year end. SFH QalicB is a not-for-profit organization exempt from income tax under Section 50l(c)(3) of the Internal Revenue Code and is exempt from similar state and local taxes. Complete financial statements for each of the individual component units may be obtained at the entity’s administrative offices. Salina Airport Authority Housing Authority of Salina Field House 3237 Arnold Ave.the City of Salina QALICB, Inc. Salina, KS 469 S. 5th 300 W. Ast St. Salina, KS Salina, KS Joint Ventures The City of Salina also participates with Saline County in one joint venture. The City and County organized the Salina County-City Building Authority to acquire, operate and maintain facilities for the administrative offices of both governments. The primary governments each have an ongoing financial responsibility for the joint venture. Separate financial statements are available from the governing board of the joint venture. 32 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) A. Reporting Entity (Continued) Joint Ventures (Continued) (Kansas Regulatory Basis) Building Authority (Audited) Total unencumbered cash, December 31, 2019 1,596,458$ Total change in unencumbered cash, year ended December 31, 2019 301,873 Total cash receipts, year ended December 31, 2019 1,533,357 Total cash receipts from City of Salina 480,585 Complete financial statements for the joint venture may be obtained at the entity’s administrative office. Salina County-City Building Authority 300 West Ash Street Salina, KS B. Government-wide and fund financial statements The statement of net position and the statement of activities report information on all of the nonfiduciary activities of the primary government and its component units. For the most part, the effect of interfund activity has been removed from these statements. Exceptions to this general rule are charges between the City’s governmental and business-type activities. Elimination of these charges would distort the direct costs and program revenues reported for the various functions concerned. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business-type activities, which rely to a significant extent on fees and charges for support. Likewise, the primary government is reported separately from certain legally separate component units for which the primary government is financially accountable. The statement of activities demonstrates the degree to which the direct expenses of a given function are offset by program revenues. Direct expenses are those that are specifically associated with a service, program or department and therefore clearly identifiable to a particular function. Program revenues include charges paid by the recipient of the goods or services offered by the program and grants and contributions that are restricted to meeting the operational requirements of a particular program. Taxes and other items, which are not classified as program revenues,are presented as general revenues of the city. Separate financial statements are provided for governmental funds, proprietary funds and fiduciary funds, even though the latter are excluded from the government-wide financial statements. Major individual funds are reported as separate columns in the fund financial statements. Nonmajor funds are aggregated and presented in a single column in the fund financial statements. C.Measurement Focus, Basis of Accounting and Basis of Presentation The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting, as are the proprietary fund. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes are recognized as revenues in the year for which they are levied. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. 33 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) C. Measurement Focus, Basis of Accounting and Basis of Presentation (Continued) Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the City considers revenues to be available if they are collected within 60 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures, as well as expenditures related to certain compensated absences and claims and judgments are recognized when the obligations are expected to be liquidated with expendable available financial resources. Property taxes and interest associated with the current fiscal period are all considered to be susceptible to accrual and so have been recognized as revenues of the current fiscal period. Entitlements and shared revenues are recorded at the time of receipt or earlier if the susceptible to accrual criteria are met. Expenditure- driven grants are recognized as revenue when the qualifying expenditures have been incurred and all other grant requirements have been met. Proprietary fund type operating statements present increases (revenues) and decreases (expenses) in net position. Proprietary funds distinguish operating revenues and expenses from nonoperating items. Operating revenues and expenses generally result from providing goods and services in connection with a proprietary fund’s ongoing operations. The principal operating revenues of the City’s proprietary funds are charges to customers for sales and services. Operating expenses for enterprise funds and internal service funds include the cost of sales and services, administrative expenses, and depreciation on capital assets. All revenue and expenses not meeting this definition are reported as nonoperating revenues and expenses. The internal service funds account for risk management, worker’s compensation, health insurance, central garage and information services that are provided to other departments or agencies of the government, or to other governments, on a cost-reimbursement basis. Agency funds are custodial in nature and do not measure results of operations or have a measurement focus. Agency funds do however use the accrual basis of accounting. Agency funds are used to account for assets held as an agent for individuals, other governmental units, private organizations and/or other funds. The City reports the following major governmental funds: General Fund -To account for resources traditionally associated with government, which are not required legally,or by sound financial management to be accounted for in another fund. Tourism and Convention Fund - To account for transient guest tax revenues, which are specifically restricted to promotion and tourism activities. Special Gas Fund - To account for the City's share of motor fuel tax revenues, which are legally restricted to the maintenance,or improvement of streets within the City. Sales Tax Capital Fund - To account for 58% of the 1.25 cent sales tax designated for capital, debt, and human services purposes. Schilling Capital Improvement Fund - To account for the funding provided by U.S. Government and Public Entities and the remedial investigation, feasibility study and expenditures necessary to abate groundwater contamination beneath the property formerly identified as Schilling Air Force Base. 34 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) C. Measurement Focus, Basis of Accounting and Basis of Presentation (Continued) Debt Service Fund - To account for the accumulation of resources and payment of general obligation bond principal and interest from governmental resources and special assessment bond principal and interest from special assessment levies when the City is obligated in some manner for the payment. Capital Projects Fund - To account for the acquisition and construction of major capital facilities other than those financed by proprietary funds and trust funds. SFH QalicB Fund - To account for the activities of Salina Field House Qualified Active Low-Income Community Business, Inc. as a component unit blended into the financial statements. The City reports the following major proprietary funds: Sanitation Fund - To account for the operations of the City's refuse collection service. Solid Waste Disposal Fund - To account for the activities of the City's landfill. Golf Course Fund - To account for the operations of the municipal golf course. Water and Sewer Fund - To account for the activities of the City's water and sewer operations. D. Assets, Liabilities, Fund Balance, and Net Position 1.Pooled cash and investments The City maintains a cash and investment pool that is available for use by all funds managed by the city. Each fund type’s portion of this pool is displayed in the financial statements as “Cash and Investments.” The city’s cash and cash equivalents are considered to be cash on hand, demand deposits and short-term investments with original maturities of three months or less from the date of acquisition. Investments in the Kansas Municipal Pool are carried at fair value. Cash balances from all funds are invested to the extent available in certificates of deposit and other authorized investments. Investments with maturity dates greater than three months are stated separately. Earnings from these investments, unless specifically designated, are allocated monthly to the investing fund based on the percentage of funds invested to total investments. All investments are carried at fair value. 2.Receivables and Payables Transactions between funds that are representative of lending/borrowing arrangements outstanding at the end of the year are referred to as either “interfund receivables/payables” (i.e., the current portion of interfund loans) or “advances to/from other funds” (i.e., the non-current portion of interfund loans). All other outstanding balances between funds are reported as “due to/from other funds.” Accounts Receivable. The City records revenues when services are provided. All receivables are shown net of an allowance for doubtful accounts. Property taxes receivable. Collection of current year property tax by the County Treasurer is not completed, apportioned or distributed to the various subdivisions until the succeeding year, such procedure being in conformity with governing state statutes. Consequently, current year property taxes receivable are not available as a resource that can be used to finance the current year operations of the City and, therefore, are not susceptible to accrual. Accruals of uncollected current year property taxes are offset by deferred revenue and are identical to the adopted budget for 2020. It is not practicable to apportion delinquent taxes held by the County Treasurer at the end of the accounting period, and further, the amounts thereof are not material in relationship to the financial statements taken as a whole. 35 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) D. Assets, Liabilities, Fund Balance and Net Position (Continued) 2. Receivables and Payables (Continued) The determination of assessed valuations and the collection of property taxes for all political subdivisions in the State of Kansas are the responsibility of the various counties. The County Appraiser annually determines assessed valuations on January 1 and the County Clerk spreads the annual assessment on the tax rolls. The County Treasurer is the tax collection agent for all taxing entities within the County. In accordance with state statutes, property taxes levied during the current year are a revenue source to be used to finance the budget of the ensuing year. Property taxes are levied and liens against property are placed on November 1 of the year prior to the fiscal year for which they are budgeted. Payments are due November 1, becoming delinquent, with penalty, December 21. Payments of 50% are accepted through December 20, with the second 50% then being due on or before May 10 of the following year. This procedure eliminates the need to issue tax anticipation notes since funds will be on hand prior to the beginning of each fiscal year. The City Treasurer draws down all available funds from the County Treasurer’s office in two-month intervals. Taxes remaining due and unpaid at February 15 and July 1 are subject to collection procedures prescribed in state statutes. 3. Inventories and Prepaid Items Inventories are valued at cost using the first-in/first-out (FIFO) method. The costs of governmental fund-type inventories are recorded as expenditures when consumed. Certain payments to vendors reflect costs applicable to future accounting periods and are recorded as prepaid items. 4. Capital Assets Capital assets, which include property, plant, equipment and infrastructure assets, are reported in the applicable governmental or business-type activities columns in the government-wide financial statements. Capital assets are defined by the government as assets with an initial, individual cost of more than $5,000 and an estimated useful life in excess of two years. Such assets are recorded at historical cost or estimated historical cost if purchased or constructed. Donated capital assets are recorded at estimated fair market value at the date of donation. Capital assets used in governmental fund types of the City are recorded at cost or estimated historical cost if purchased or constructed. Donated capital assets are recorded at their estimated fair value at the date of donation. The cost of normal maintenance and repairs that do not add to the value of the assets or materially extend assets lives are not capitalized. Major outlays for capital assets and improvements are capitalized as projects are constructed. Interest incurred during the construction phase of capital assets of business-type is included in the capitalized value of the asset constructed, net of interest earned on the invested proceeds over the same period. Property, plant and equipment of the primary government, are depreciated using the straight-line method over the following estimated useful lives: Assets Years Buildings 50 Other equipment 5 -15 Vehicles 6 -10 Infrastructure 30 -50 36 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) D. Assets, Liabilities, Fund Balance, and Net Position (Continued) 5. Compensated Absences It is the City’s policy to permit employees to accumulate earned but unused vacation and sick pay benefits. All employees of the City, except temporary and part time employees, may accumulate sick leave at a rate of 8 or 11 hours per month depending on their work duty schedule. There is no limit on the amount of sick leave that can be accumulated. Employees with more than five years of service with the City are paid for one-third of their accumulated sick leave at their current wage scale upon termination of employment in good standing. In 2001, a limited buy back policy was instituted. All regular employees are entitled to paid vacation time. Such leave is granted each year of employment. Employees must use 50% of leave accrued each calendar year and an employee's maximum accrued vacation leave balance cannot exceed 250 hours (or 350 hours for employees working 24-hour shifts). Employees are paid for all accumulated vacation leave at their current wage scale upon termination of employment. Vested or accumulated vacation leave that is expected to be liquidated with expendable available financial resources is reported as an expenditure and a fund liability in the government fund financial statements that will pay it. A liability for these amounts is reported in governmental funds only if they have matured, for example, as a result of employee resignations and retirements. Vested or accumulated vacation leave of the business-type funds and government wide financial statements are recorded as an expense and liability of those funds as the benefits accrue to employees. A liability is recorded for accumulated rights to receive sick pay benefits that are payable upon termination of employment. The General Fund, Bicentennial Center Fund, Central Garage Fund, Sanitation Fund, Solid Waste Fund, Golf Course Fund, and Water and Sewer Fund have been used in prior years to liquidate the liability for compensated absences. 6. Temporary Notes Upon authorization for the issuance of general obligation bonds for certain improvements, Kansas law permits the temporary financing of such improvements by the issuance of temporary notes. Temporary notes issued may not exceed the aggregate amount of bonds authorized, are interest bearing and have a maturity date not later than four years from the date of issuance of such temporary notes. Temporary notes outstanding are retired from the proceeds of the sale of general obligation bonds. 7. Long-term Obligations In the government-wide financial statements, and proprietary fund types in the fund financial statements, long- term debt and other long-term obligations are reported as liabilities in the applicable governmental activities, business-type activities, or proprietary fund type statement of net position. Bond premiums and discounts, as well as issuance costs, are deferred and amortized over the life of the bonds using the effective interest method. Bonds payable are reported net of the applicable bond premium or discount. Bond issuance costs are reported as deferred charges and amortized over the term of the related debt. In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as issuance costs, during the current period. The face amount of debt issued is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. 37 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) D. Assets, Liabilities, Fund Balance, and Net Position (Continued) 8.Fund Balances In the fund financial statements, governmental funds report fund balance in the following classifications: nonspendable, restricted, committed, assigned and unassigned. Nonspendable fund balance includes amounts that cannot be spent because they are either not in spendable form or legally or contractually required to be maintained intact. Restricted fund balance indicates that constraints have been placed on the use of resources either by being externally imposed by creditors, grantors, contributors, or laws or regulations of other governments or imposed by law through constitutional provisions or enabling legislation. Committed fund balances include amounts that can only be used for specific purposes pursuant to constraints imposed by formal action of the city commission. Assigned fund balances include amounts that are constrained by the City management’s intent to be used for specific purposes but are neither restricted nor committed. Unassigned fund balance represents fund balance that has not been assigned to other funds and that has not been restricted, committed, or assigned to specific purposes within the General Fund. When an expenditure is incurred for purposes for which both restricted and unrestricted fund balance is available restricted amounts are considered to be spent first. When an expenditure is incurred for purposes for which committed, assigned, or unassigned fund balance is available, the following is the order in which resources will be expended: committed, assigned and unassigned. The following is the detail for fund balance classifications in the financial statements: Tourism Schilling Other Total and Special Sales Tax Capital Debt Capital SFH Governmental Governmental General Convention Gas Capital Improvement Service Projects QalicB Funds Funds Fund Balances: Nonspendable for: Inventory 211,986$ -$ -$ -$ -$-$ -$ -$ -$ 211,986$ Restricted for: Public works -- 2,120,391 - - - - -- 2,120,391 Public health and sanitation -- -- - - - - 234 234 Culture and recreation -- -- - - - - 348,866 348,866 Planning and development -451,070 -- - - -- 221,075 672,145 Debt payments -- -- -1,142,418 -- 939,595 2,082,013 Committed for: Public safety -- -- - - - - 351,372 351,372 Culture and recreation -- -- - - - - 587,642 587,642 Planning and development -- -- - - - 1,310,421 256,847 1,567,268 Cemetery -- -- - - - - 521,641 521,641 Capital improvements -- -1,666,423 1,941,623 -152,576 -1,297,513 5,058,135 Assigned for: General government 20,255 - - - - - - - - 20,255 Public safety -- -- - - - - 145,732 145,732 Public works 19,000 - - - - - - - - 19,000 Culture and recreation 1,553 - - - - - - - - 1,553 Capital improvements 233,000 - 70,587 739,452 7,723 - - - - 1,050,762 Unassigned:8,821,380 - - - - - [7,804,630] - - 1,016,750 Total Fund Balances 9,307,174$451,070$2,190,978$2,405,875$1,949,346$1,142,418$[7,652,054]$1,310,421$4,670,517$ 15,775,745$ Major Governmental Funds 38 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) D. Assets, Liabilities, Fund Balance, and Net Position (Continued) 9. Deferred Outflows/Inflows of Resources In addition to assets, the statement of financial position will sometimes report a separate section for deferred outflows of resources. This separate financial statement element, deferred outflows of resources, represents a consumption of net position that applies to a future period(s) and so will not be recognized as an outflow of resources (expense/expenditure) until then. The City reports a deferred charge on bond issuance reported in the government-wide statement of net position. A deferred charge on bond issuance results from the difference in the carrying value of the debt and its reacquisition price. This amount is deferred and amortized over the life of the debt. Additionally, changes in the pension and OPEB plan liability proportion and assumptions, net difference between projected and actual earnings on pension plan and OPEB plan investments and differences between pension and OPEB plan liability expected and actual experience are reported as deferred outflows of resources in the government activities. In addition to liabilities, the statement of financial position will sometimes report a separate section for deferred inflows of resources. This separate financial statement element, deferred inflows of resources, represents an acquisition of net position that applies to a future period(s) and so will not be recognized as an inflow of resources (revenue) until that time. Unavailable revenue – property taxes, is reported in the governmental funds balance sheet and the governmental activities in the government-wide statement of net position. Additionally, differences between expected and actual experience, changes in assumptions, and changes in the pension liability and OPEB plan proportion are reported as deferred inflows. These amounts are deferred and recognized as an inflow of resources in the period that the amounts become available. 10. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 11.Net Position Net position represents the difference between assets and liabilities. Net investment in capital assets consists of capital assets, net of accumulated depreciation, reduced by the outstanding balances of any borrowings used for the acquisition, construction or improvement of those assets. Net position is reported as restricted when there are limitations imposed on their use either through the enabling legislation adopted by the City or through external restrictions imposed by creditors, grantors or laws or regulations of other governments. Note 2. STEWARDSHIP, COMPLIANCE AND ACCOUNTABILITY A. Budgetary Information Kansas statutes require that an annual operating budget be legally adopted for the general fund, special revenue funds (unless specifically exempted by statute), debt service fund, and enterprise funds. The statutes provide for the following sequence and timetable in the adoption of the legal annual operating budget: 1. Preparation of the budget for the succeeding year on or before August 1. 2. Publication in local newspaper of the proposed budget and notice of public hearing on the budget on or before August 5. 3. Public hearing on or before August 15, but at least ten days after publication of notice of hearing. 4. Adoption of the final budget on or before August 25. 39 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 2. STEWARDSHIP, COMPLIANCE AND ACCOUNTABILITY (Continued) A. Budgetary Information (Continued) The statutes allow the governing body to increase the originally adopted budget for previously unbudgeted increases in revenue other than ad valorem property taxes. To do this, a notice of public hearing to amend the budget must be published in the local newspaper. At least ten days after publication the hearing may be held and the governing body may amend the budget at that time. The 2019 budget was amended for the Sales Tax Economic Development, Tourism and Convention, Special Alcohol and Health Insurance funds. The statutes permit management to transfer budgeted amounts between line items within an individual fund. However, such statutes prohibit expenditures in excess of the total amount of the adopted budget of expenditures of individual funds. Budget comparison statements are presented for each fund showing actual receipts and expenditures compared to legally budgeted receipts and expenditures. All legal annual operating budgets are prepared using the statutory basis of accounting, in which, revenues are recognized when cash is received, and expenditures include disbursements, accounts payable, and encumbrances. Encumbrances are commitments by the municipality for future payments and are supported by a document evidencing the commitment, such as a purchase order or contract. All unencumbered appropriations (legal budget expenditure authority) lapse at year end. A legal operating budget is not required for capital projects funds, the SFH QalicB fund, non-major debt service funds, trust funds, and the following special revenue funds: Community Development Revolving, Downtown TIF District #1, South 9th CID, State Grants, 911 Communications, Kenwood Cove Capital, Special Law Enforcement, Police Grants, Federal Grants, DARE Donations, War Memorial Maintenance, Federal CARE Grant, Police Department Federal Forfeiture, Homeowners’ Assistance, Private Grants and Animal Shelter Donations Funds. A legal operating budget is not required for the following Enterprise funds: Solid Waste Disposal, Water and Sewer, Sanitation and Golf Course Funds. A legal operating budget is also not required for the Internal Service funds. Actual to budget comparisons for these funds that present budgets to the Commissioners are shown strictly for informational purposes. Spending in funds, which are not subject to the legal annual operating budget requirements are controlled by federal regulations, other statutes, or by the use of internal spending limits established by the governing body. B. Legal Debt Margin The City is subject to the municipal finance law of the state of Kansas which limits the bonded debt (exclusive of revenue bonds and special assessment bonds) the city may have outstanding to 30 percent of the assessed value of all tangible taxable property within the city, as certified to the county clerk on the proceeding August 25.At December 31, 2019, the statutory limit for the City was $152,724,804, providing a debt margin of $85,059,351. 40 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 3. RESTATEMENT OF EQUITY During the year ended December 31, 2019, management discovered certain errors that occurred in the prior year. The effects of these items caused a restatement to net position or fund balance as follows: Sales Tax Police Water and Governmental Capital Grants Sewer Sanitation Activities Fund Fund Fund Fund Net Position/Fund Balance, 133,451,840$1,984,324$[24,544]$ 82,580,128$1,896,641$ December 31, 2018 Prior Period Adjustment 4,322 [19,395]18,328 [5,270] 5,270 Net Position/Fund Balance, December 31, 2018, Restated 133,456,162$1,964,929$[6,216]$ 82,574,858$1,901,911$ Note 4. DETAILED NOTES ON ALL FUNDS A. Deposits and Investments The City’s cash is considered to be active funds by management and is invested according to KSA 9-1401. The statute requires that banks eligible to hold active funds have a main or branch bank in the county in which the City is located or in a county adjacent to the City and the banks provide an acceptable rate for active funds. Various City investments are considered to be idle funds by management and are invested according to KSA 12-1675. The statute requires that the City invest its idle funds in only temporary notes of the City, bank certificates of deposit, repurchase agreements, and if eligible banks do not offer an acceptable rate for the funds: U.S. Treasury bills or notes or the Municipal Investment Pool (KMIP). Maturities of the above investments may not exceed two years by statute. Some of the City’s investments are of bond proceeds invested pursuant to KSA 10-131. This statute allows additional investment authority beyond that of KSA 12-1675. Investments of bond proceeds may follow KSA 12-1675 or include other investments such as the KMIP, direct obligations of the U.S. government or any agency thereof, investment agreements with 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 investors service or Standard and Poor’s corporation, and various other investments as specified in KSA 10-131. At December 31, 2019, the City has the following investments: Investment Type Fair Value Rating Kansas Municipal Investment Pool 317,303$ S&P AAAf/S1+ Total fair value 317,303$ The municipal investment pool is under the oversight of the Pooled Money Investment Board. The board is comprised of the State Treasurer and four additional members appointed by the State Governor. The board reports annually to the Kansas legislature. State pooled monies may be invested in direct obligations of, or obligations that are insured as to principal and interest by the U.S. government or any agency thereof, with maturities up to four years. No more than 10 percent of those funds may be invested in mortgage-backed securities. In addition, the State pool may invest in repurchase agreements with Kansas banks or with primary government securities dealers. 41 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 4. DETAILED NOTES ON ALL FUNDS (Continued) A. Deposits and Investments (Continued) The City’s investment policy provides direction on concentration risk. The City policy states that funds shall be diversified to reduce the extent of losses due to having an unbalanced portfolio in terms of maturities, instrument type, and issuers. Therefore, portfolio maturities shall be staggered to avoid undue concentration of assets in a specific maturity sector. Liquidity, free of market risk, shall be assured through practices insuring that the next disbursement date and payroll date are covered through maturing investments, marketable U.S. Treasury Bills, the Municipal Investment Pool, or money market accounts. Default risk shall be minimized by requiring that all security purchases occur on a delivery vs. payment basis, and that all securities are adequately collateralized. Risk of market price volatility shall be controlled through the adoption of a "buy and hold" strategy whereby the City holds each investment to maturity, coupled with maintenance of an adequate liquidity position to insure the ability to meet normal anticipated cash flow needs. When advantageous, it is allowable to sell investments to realize a gain due to price fluctuations; however, such transactions shall not be a part of the normal course of business. The City recognizes that investment risks can result from issuer defaults, market price changes or various technical complications leading to temporary illiquidity. Portfolio diversification is employed as a way to control risk due to issuer default. In the event of a default by a specific issuer, the Director of Finance and Administration shall review, and, if appropriate, proceed to liquidate securities having comparable credit risks. Custodial credit risk is the risk that in the event of a bank failure, the City’s deposits may not be returned to it. The City’s deposit policy for custodial credit risk require that the depository banks will maintain 100% security in the form of FDIC coverage and pledged collateral according to KSA 9-1402. As of December 31, 2019 the City’s deposits were considered fully secured. Restricted cash is comprised of a construction account, an interest reserve account (the "Interest Reserve"), and an expense reserve account (the "Operating Reserve") related to the SFH QalicB blended component unit. The Interest Reserve and the Operating Reserve accounts are available as part of the loans payable financing (see Note 4E). As of December 31, 2019, the balance of the construction account, Interest Reserve, and Operating Reserve was $495,071, $286,100, and $126,516, respectively. 42 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 4. DETAILED NOTES ON ALL FUNDS (Continued) B. Receivables Receivables as of year-end, including the applicable allowances for doubtful accounts, are as follows: Tourism and Special Debt SFH Other General Convention Gas Service QalicB Governmental Subtotal Primary Government Receivables: Accounts 7,109,224$ 450,217$ -$ -$864,660$ 3,216$ 8,427,317$ Taxes 10,430,287 - 327,922 3,105,131 --13,863,340 Interest 9,517 -----9,517 Gross receivables 17,549,028 450,217 327,922 3,105,131 864,660 3,216 22,300,174 Less: allowance for uncollectibles [5,480,609] ----[1,204] [5,481,813] Total 12,068,419$ 450,217$ 327,922$ 3,105,131$ 864,660$ 2,012$ 16,818,361$ Solid Water Waste and Disposal Sewer Sanitation Total Primary Government Receivables: Accounts 198,322$ 2,861,380$ 466,648$ 11,953,667$ Taxes ---13,863,340 Interest 16 --9,533 Gross receivables 198,338 2,861,380 466,648 25,826,540 Less: allowance for uncollectibles -[1,283,198][209,270] [6,974,281] Total 198,338$ 1,578,182$ 257,378$ 18,852,259$ Component Units Salina Airport Authority Accounts 99,749$ Grants 750,000 Less: allowance for uncollectibles [1,500] Total Salina Airport Authority 848,249 Salina Housing Authority Accounts 12,347 Less: allowance for uncollectibles [986] Interest 798 Total Salina Housing Authority 12,159 Total 860,408$ C. Interfund Receivables and Payables The composition of interfund balances as of December 31, 2019, is as follows: Fund Types Due From Due To Capital Project Fund 349,515$ -$ SFH QalicB Fund -349,515 349,515$ 349,515$ The City uses interfund receivables and payables between the General Fund and Other Governmental Funds as needed when pooled cash is negative within a fund until investments mature or grant proceeds are received. All payables are cleared in less than one year. 43 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 4. DETAILED NOTES ON ALL FUNDS (Continued) D. Capital Assets Capital asset activity for the year ended December 31, 2019, was as follows: Balance Adj. Bal.Balance 12/31/2018 Adjustments 12/31/2018 Additions Retirements 12/31/2019 City governmental activities: Governmental activities: Capital assets, not being depreciated Construction in progress 32,217,207$ -$32,217,207$ 17,029,601$ 4,019,079$ 45,227,729$ Land 24,093,535 -24,093,535 130,000 -24,223,535 Leased land under capital lease 422,799 -422,799 --422,799 Capital assets, being depreciated Infrastructure 204,630,178 -204,630,178 3,878,632 -208,508,810 Buildings and improvements 53,014,858 -53,014,858 144,088 -53,158,946 Vehicles 10,191,330 -10,191,330 575,032 542,068 10,224,294 Equipment, furniture and fixtures 7,118,105 5,389 7,123,494 216,528 60,746 7,279,276 Leasehold improvements 326,193 -326,193 31,190 -357,383 Total capital assets 332,014,205 5,389 332,019,594 22,005,071 4,621,893 349,402,772 Less accumulated depreciation for: Infrastructure 88,265,257 -88,265,257 3,979,608 -92,244,865 Buildings and improvements 21,255,995 -21,255,995 1,346,879 -22,602,874 Vehicles 7,233,567 -7,233,567 670,702 533,878 7,370,391 Equipment, furniture and fixtures 4,743,932 -4,743,932 243,613 60,746 4,926,799 Total accumulated depreciation 121,498,751 -121,498,751 6,240,802 594,624 127,144,929 Governmental activities capital assets, net 210,515,454$ 5,389$ 210,520,843$ 15,764,269$ 4,027,269$ 222,257,843$ Business-type activities: Capital assets, not being depreciated Construction in progress 4,171,178$ -$4,171,178$ 14,352,812$ 10,997,022$ 7,526,968$ Land 2,059,834 -2,059,834 326,500 -2,386,334 Capital assets, being depreciated Infrastructure 119,170,313 -119,170,313 10,997,022 -130,167,335 Buildings and improvements 22,579,936 -22,579,936 --22,579,936 Vehicles 3,819,646 -3,819,646 310,539 267,147 3,863,038 Equipment, furniture and fixtures 5,570,277 13,164 5,583,441 306,011 137,849 5,751,603 Total capital assets 157,371,184 13,164 157,384,348 26,292,884 11,402,018 172,275,214 Less accumulated depreciation for: Infrastructure 46,858,117 -46,858,117 3,485,597 -50,343,714 Buildings and improvements 13,639,506 -13,639,506 421,287 -14,060,793 Vehicles 2,611,814 -2,611,814 230,626 267,146 2,575,294 Equipment, furniture and fixtures 4,081,039 -4,081,039 272,905 137,849 4,216,095 Total accumulated depreciation 67,190,476 -67,190,476 4,410,415 404,995 71,195,896 Business-type activities capital assets, net 90,180,708$ 13,164$ 90,193,872$ 21,882,469$ 10,997,023$ 101,079,318$ 44 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 4. DETAILED NOTES ON ALL FUNDS (Continued) D. Capital Assets (Continued) The City’s depreciation expense was charged to governmental functions as follows: Governmental Activities: General government 74,670$ Public safety 656,346 Public works 4,334,423 Public health 31,110 Culture and recreation 810,779 Planning and development 333,474 Total depreciation 6,240,802$ Business-type Activities: Solid Waste Disposal 853,537$ Water and Sewer 3,333,941 Sanitation 174,722 Golf Course Division 48,215 Total depreciation 4,410,415$ E. Long-Term Debt Following is a summary of changes in long-term debt for fiscal year 2019: Restated Balance Balance Amounts January 1, December 31, Due Within 2019 Additions Deletions 2019 One Year Governmental activities: General obligation bonds 51,968,310$ 11,532,878$ 5,877,280$ 57,623,908$ 4,474,480$ Loans payable 12,185,053 13,963 -12,199,016 - OPEB liability 3,093,240 333,365 304,958 3,121,647 - KPERS OPEB liability 382,848 52,116 85,552 349,412 - Net pension liability 27,918,983 1,049,823 -28,968,806 - Accrued compensation 2,815,485 2,001,057 2,030,465 2,786,077 2,030,465 Temporary notes 18,123,505 11,170,000 18,123,505 11,170,000 11,170,000 Total 116,487,424$ 26,153,202$ 26,421,760$ 116,218,866$ 17,674,945$ Business-type activities: General obligation bonds 5,282,578$ -$1,166,063$ 4,116,515$ 688,388$ Revenue bonds 11,898,051 11,122,175 11,898,051 11,122,175 715,000 Loans payable 10,632,351 12,434,834 527,499 22,539,686 539,863 OPEB liability 394,062 42,469 38,851 397,680 - KPERS OPEB liability 164,078 23,414 30,509 156,983 - Net pension liability 3,114,818 33,308 -3,148,126 - Accrued compensation 669,517 465,674 478,552 656,639 478,552 Total 32,155,455$ 24,121,874$ 14,139,525$ 42,137,804$ 2,421,803$ Component Units: General obligation bonds 21,427,000$ 6,380,000$ 5,382,000$ 22,425,000$ 1,425,000$ Less unamortized discount [64,208]-[46,505][17,703]- Special assessment debt 7,054 -2,249 4,805 2,350 KPERS OPEB obligation 11,126 2,212 - 13,338 - Net pension liability 605,630 27,226 -632,856 - Total component units 21,986,602$ 6,409,438$ 5,337,744$ 23,058,296$ 1,427,350$ 45 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 4. DETAILED NOTES ON ALL FUNDS (Continued) E. Long-Term Debt (Continued) The following is a detailed listing of the City’s long-term debt including general obligation bonds, revenue bonds, temporary notes and loans payable: Primary Government Original Interest Bonds General Obligation Bonds Issue Rates Outstanding Internal Improvements 2008B, due 7/1/2028 3,525,000$ 3.65% to 5.00% 850,000$ Internal Improvements 2009A, due 10/1/2029 23,695,000 2.00% to 5.00% 663,468 Internal Improvements 2010A, due 10/1/2025 6,916,592 2.00% to 3.875% 332,772 Internal Improvements 2010B, due 10/1/2023 7,973,044 0.50% to 3.00% 1,204,781 Internal Improvements 2011A, due 10/1/2031 6,587,985 2.00% to 5.00% 742,300 Internal Improvements 2012A, due 10/1/2027 2,383,903 1.00% to 2.45% 1,350,082 Refunding 2012B, due 10/1/2020 3,817,108 1.00% to 1.40% 184,014 Internal Improvements 2013A, due 10/1/28 1,369,380 3.00% to 4.00% 910,630 Internal Improvements 2013B, due 10/1/33 4,485,073 0.60% to 3.65% 3,028,550 Internal Improvements 2014A, due 10/1/34 7,839,050 2.50% to 3.75% 4,801,789 Improvement and Refunding 2015A, due 10/1/35 7,157,688 2.00% to 4.00% 5,781,152 Internal Improvements 2016A, due 10/1/36 6,681,766 2.00% to 3.00% 5,880,002 Refunding 2016B, due 10/1/2031 15,141,004 2.00% to 5.00% 13,622,290 Internal Improvements 2017A, due 10/1/37 9,388,370 3.00% to 3.375% 8,815,534 Internal Improvements 2018A, due 10/1/33 2,090,000 3.15% to 4.00% 2,040,180 Internal Improvements 2019A, due 10/1/39 11,090,000 3.00% to 4.00% 11,532,878 Total general obligation bonds 61,740,422$ Revenue Bonds Revenue & Refunding 2019, due 10/1/31 11,122,175$3.00% 11,122,175$ Total revenue bonds 11,122,175$ Temporary Notes Series 2019-1, due 5/1/20 6,085,000$ 1.58% 6,085,000$ Series 2019-2, due 7/1/20 5,085,000 2.07% 5,085,000 Total temporary notes 11,170,000$ Loans Payable Kansas Public Water Supply, due 8/1/34 9,330,000$ 2.12% 6,411,458$ Kansas Public Water Supply, due 8/1/35 4,250,000 2.78% 3,693,394 Kansas Public Water Supply, due 2/1/40 32,000,000 2.33% 10,396,098 Kansas Public Water Supply, due 2/1/40 4,250,000 2.33% 1,933,592 Kansas Water Pollution Control, due 3/1/35 2,250,000 2.54%105,145 Dakotas & CNMC Notes, due 12/10/50 12,640,000 1.58% 12,199,016 Total loans payable 34,738,703$ 46 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 4. DETAILED NOTES ON ALL FUNDS (Continued) E.Long-Term Debt (Continued) Original Interest Bonds Issue Rates Outstanding Component Unit Salina Airport Authority General Obligation Debt General Obligation 2015A, due 2025 3,075,000$2.67% 1,180,000$ General Obligation 2017A, due 2030 10,255,000 3.04% 10,080,000 General Obligation 2017B, due 2025 4,835,000 3.02% 4,785,000 General Obligation 2019A, due 2029 675,000 2.78% 675,000 General Obligation 2019B, due 2023 3,455,000 2.92% 3,455,000 General Obligation Temporary Notes 2019-1, due 2021 2,250,000 2.50% 2,250,000 Less unamortized bond premium 28,069 Less unamortized bond discount [45,772] Total general obligation bonds 22,407,297 Special Assessment Debt Hangar 600 Sanitary Sewer, due 2021 27,599 4.47%4,805 Total special assessment debt 4,805 Total 22,412,102$ Annual debt service requirements to maturity for general obligation bonds to be paid with tax levies: Bonds Interest Year Outstanding Due Total 2020 5,162,867$ 1,997,278$ 7,160,145$ 2021 5,057,615 1,692,386 6,750,001 2022 5,156,464 1,522,892 6,679,356 2023 5,016,465 1,330,541 6,347,006 2024 4,642,769 1,141,818 5,784,587 2025-2029 18,285,702 4,074,605 22,360,307 2030-2034 12,178,959 1,985,377 14,164,336 2035-2037 6,239,581 468,338 6,707,919 Total 61,740,422$ 14,213,235$ 75,953,657$ General Obligation - Primary Government 47 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 4. DETAILED NOTES ON ALL FUNDS (Continued) E.Long-Term Debt (Continued) Bonds Interest Year Outstanding Due Total 2020 1,425,000$ 662,126$ 2,087,126$ 2021 3,730,000 605,838 4,335,838 2022 1,525,000 508,668 2,033,668 2023 1,565,000 467,940 2,032,940 2024 1,615,000 424,235 2,039,235 2025 - 2029 8,805,000 1,410,175 10,215,175 2030 - 2031 3,760,000 174,475 3,934,475 Total 22,425,000$ 4,253,457$ 26,678,457$ General Obligation - Component Units Annual debt service requirements to maturity for revenue bonds to be paid with utility revenues: Bonds Interest Year Outstanding Due Total 2020 781,015$ 327,117$ 1,108,132$ 2021 816,015 288,450 1,104,465 2022 841,015 265,950 1,106,965 2023 861,015 242,700 1,103,715 2024 886,015 218,850 1,104,865 2025-2029 4,820,072 710,100 5,530,172 2030-2031 2,117,028 89,700 2,206,728 Total 11,122,175$ 2,142,867$ 13,265,042$ Revenue Bonds - Primary Government Annual debt service requirements to maturity for temporary notes - to be paid through the issuance of general obligation bonds: Notes Interest Year Outstanding Due Total 2020 11,170,000$ 172,417$ 11,342,417$ Total 11,170,000$ 172,417$ 11,342,417$ Temporary Notes - Primary Government 48 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 4. DETAILED NOTES ON ALL FUNDS (Continued) E. Long-Term Debt (Continued) Kansas Public Water Supply Loans.The City has engaged in a loan with the Kansas Public Water Supply Fund. The following displays annual debt service requirements to maturity for the loan payable to be paid from service revenues, for the full proceeds amount: Loans Interest Year Outstanding Due Total 2020 539,863$ 235,471$ 775,334 2021 552,523 222,811 775,334 2022 565,483 209,851 775,334 2023 578,754 196,580 775,334 2024 592,341 182,993 775,334 2025-2029 3,177,162 699,508 3,876,670 2030-2034 3,569,051 307,625 3,876,676 2035 529,675 18,533 548,208 Total 10,104,852$ 2,073,372$ 12,178,224$ Kansas Water Supply Loans - Primary Government During 2019, the City entered into additional loans with the Kansas Public Water Supply Fund and the Kansas Water Pollution Control Fund. The water supply loans allow the City to borrow up to $36,170,000 with a gross interest rate of 2.33%. The water pollution control loan allows the City to borrow up to $2,250,000 with a gross interest rate of 2.54%. Amortization schedules for the loans are not yet available since the loans have not been fully finalized. The purpose of the loans are to finance various water and sewer infrastructure projects throughout the City. Dakotas and CNMC Notes. Dakotas Note A -On July 27, 2016, a $6,016,500 promissory note with a maturity date of December 10, 2050 was provided to SFH QalicB by Dakotas XXII, LLC. Interest accrues on the unpaid principal balance at an interest rate of 1.582625% with annual interest only payments, partially in arrears and partially in advance, commencing on December 10, 2016 and continuing on the tenth day of each December thereafter through December 10, 2025. On July 27, 2023, payment of all accrued and unpaid interest through July 27, 2023 is due. Commencing on December 10, 2023 and continuing on the tenth day of each December thereafter through December 10, 2026, accrued and unpaid interest shall be due and payable annually, partially in arrears and partially in advance for interest accruing through the end of each calendar year. Commencing on December 10, 2026 and continuing through the maturity date, annual payments of principal and interest in an amount equal to $293,276 are due. At maturity, the entire outstanding principal balance plus all accrued and unpaid interest thereon is due and payable in full. The loan may not be prepaid prior to July 27, 2023 and is secured by the Loan and Security Agreement. As of December 31, 2019, the note balance was $6,016,500. Dakotas Note B - On July 27, 2016, a $2,623,500 promissory note with a maturity date of December 10, 2050 was provided to the SFH QalicB by Dakotas XXII, LLC. Interest accrues on the unpaid principal balance at an interest rate of 1.582625% with annual interest only payments, partially in arrears and partially in advance, commencing on December 10, 2016 and continuing on the tenth day of each December thereafter through December 10, 2025. On July 27, 2023, payment of all accrued and unpaid interest through July 27, 2023 is due. Commencing on December 10, 2023 and continuing on the tenth day of each December thereafter through December 10, 2025, accrued and unpaid interest shall be due and payable annually, partially in arrears and partially in advance for interest accruing through the end of each calendar year. Commencing on December 10, 2026 and continuing through the maturity date, annual payments of principal and interest in an amount equal to $127,883 are due. At maturity, the entire outstanding principal balance plus all accrued and unpaid interest thereon is due and payable in full. The loan may not be prepaid prior to July 27, 2023 and is secured by the Loan and Security Agreement. As of December 31, 2019, the note balance was $2,623,500. 49 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 4. DETAILED NOTES ON ALL FUNDS (Continued) E. Long-Term Debt (Continued) CNMC Note A - On July 27, 2016, a $2,674,000 promissory note with a maturity date of December 10, 2050 was provided to the SFH QalicB by CNMC Sub-COE 114, LLC. Interest accrues on the unpaid principal balance at an interest rate of 1.582625% with annual interest only payments, partially in arrears and partially in advance, commencing on December 10, 2016 and continuing on the tenth day of each December thereafter through December 10, 2025. On July 27, 2023, payment of all accrued and unpaid interest through July 27, 2023 is due. Commencing on December 10, 2023 and continuing on the tenth day of each December thereafter through December 10, 2025, accrued and unpaid interest shall be due and payable annually, partially in arrears and partially in advance for interest accruing through the end of each calendar year. Commencing on December 10, 2026 and continuing through the maturity date, annual payments of principal and interest in an amount equal to $130,345 are due. At maturity, the entire outstanding principal balance plus all accrued and unpaid interest thereon is due and payable in full. The loan may not be prepaid prior to July 27, 2023 and is secured by the Loan and Security Agreement. As of December 31, 2019, the note balance was $2,674,000. CNMC Note B - On July 27, 2016, a $1,326,000 promissory note with a maturity date of December 10, 2050 was provided to the SFH QalicB by CNMC Sub-COE 114, LLC. Interest accrues on the unpaid principal balance at an interest rate of 1.582625% with annual interest only payments, partially in arrears and partially in advance, commencing on December 10, 2016 and continuing on the tenth day of each December thereafter through December 10, 2025. On July 27, 2023, payment of all accrued and unpaid interest through July 27, 2023 is due. Commencing on December 10, 2023 and continuing on the tenth day of each December thereafter through December 10, 2025, accrued and unpaid interest shall be due and payable annually, partially in arrears and partially in advance for interest accruing through the end of each calendar year. Commencing on December 10, 2026 and continuing through the maturity date, annual payments of principal and interest in an amount equal to $64,636 are due. At maturity, the entire outstanding principal balance plus all accrued and unpaid interest thereon is due and payable in full. The loan may not be prepaid prior to July 27, 2023 and is secured by the Loan and Security Agreement. As of December 31, 2019, the note balance was $1,326,000. As of December 31, 2019, the principal balance of these four loans, net of $440,984 of unamortized debt issuance costs, was $12,199,016. Annual debt service requirement to maturity for Special Assessment Debt to be paid from rental revenue: Assessment Interest Year Outstanding Due Total 2020 2,350$ 215$2,565$ 2021 2,455 110 2,565 Total 4,805$ 325$5,130$ Special Assessment Debt - Component Units 50 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 4. DETAILED NOTES ON ALL FUNDS (Continued) E. Long-Term Debt (Continued) Special assessments. As provided by Kansas statutes, projects financed in part by special assessments are financed through general obligation bonds of the City and are retired from the debt service fund. Special assessments paid prior to the issuance of bonds are recorded as revenue in the appropriate project. Special assessments received after the issuance of bonds are recorded as revenue in the debt service fund. The special assessments are not recorded as revenue when levied against the respective property owners as such amounts are not available to finance current year operations. The special assessment debt is a contingent obligation of the City to the extent of property owner defaults, which have historically been immaterial. Premises lease.On July 27, 2016, SFH QalicB entered into a lease agreement with the City for the use of the Salina Field House, as defined in the Net Lease agreement (the "Property"), under a direct financing lease. The lease term is 30 years, as defined in the Net Lease agreement. Beginning on July 1, 2017 and on the first day of each December thereafter through December 1, 2046, annual payments are due, in advance, as specified in the Net Lease agreement. For the year ended December 31, 2019, SFH QalicB earned $492,917 of rental income under the terms of the Net Lease. As of December 31, 2019, rental income of $87,368 remained receivable from the City. The following is a schedule, by year, of total minimum lease payments by the City to SFH QalicB under the direct financing lease as of December 31, 2019: 2020 130,000$ 2021 130,000 2022 130,000 2023 162,500 2024 227,500 2025-2029 2,827,500 2030-2034 3,250,000 2035-2039 3,250,000 2040-2044 3,250,000 2045-2046 975,000 14,332,500$ Ground Lease.On October 24, 2018, SFH QalicB entered into a lease agreement with Salina Regional Medical Education, LLC for the use of property for parking of passenger vehicles and non-commercial trucks (the Parking Lot) by the public. SFH QalicB will have the option to acquire the Parking Lot for $1 upon the end of the lease term, which is 100 years, as defined in the Ground Lease. A one-time basic rent payment of $250,000 was due on the commencement date. There are no additional minimum lease payments due. Sales tax and Revenue (STAR) Bonds.STAR Bonds are authorized to be issued pursuant to K.S.A. 12-17, 160, et seq., as amended (the STAR Bond Act). The STAR Bond Act provides a form of tax increment financing that enables the issuance of bonds payable from certain State and local sales and compensating use tax revenues and transient guest tax revenues generated from STAR bond projects constructed within a STAR bond project district. To implement STAR bond financing, a local government must adopt a resolution that specifies a proposed STAR bond project district’s boundary and describes the overall district plan, hold a public hearing on the district and plan, and pass a resolution that establishes the STAR bond project district. Additionally, there may be one or more projects within a STAR bond district. In accordance with the STAR Bond Act, the City has no liability for payment of bonds in the event that revenues received from sources noted above are inadequate to pay the debt incurred with the issuance of the STAR bonds. 51 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 4. DETAILED NOTES ON ALL FUNDS (Continued) E. Long-Term Debt (Continued) In connection with the issuance of STAR bonds, the City of Salina and the State of Kansas enter into a Tax Distribution Agreement. The agreement provides that the principal of, accreted value, and interest on the STAR bonds will be paid proportionally by the City of Salina and the State of Kansas, based on each entity’s respective share of sales taxes generated within the district. These proportional shares may change in the future if the sales taxes assessed by the local or state governments are modified. On June 1, 2015, the City of Salina Commission adopted Ordinance 15-10776 establishing the district known as the Salina STAR Bond Project District. On August 22, 2016, the City held a public hearing and approved Ordinance 16-10856 adopting the STAR Bond Project Plan. On December 1, 2018, the City of Salina issued $18,250,000 in Senior Special Obligation Revenue Bonds (Series 2018-A) and $4,320,000 in Subordinate Special Obligation Revenue Bonds (Series 2018-B). As of December 31, 2019, the outstanding balances for the 2018-A and 2018-B were $18,250,000 and $4,320,000, respectively. F. Operating Leases On December 20, 2012, the City and Saline County jointly entered into a non-cancelable lease to finance a $2,750,000 heating, ventilation and air conditioning (HVAC) upgrade at the Saline County-City Building Authority. The City’s share of the lease agreement is 40% and will pay the lessor $1,100,000, plus interest, through monthly payments of $7,827 over a term of 180 months. The total cost for this lease was $93,926 for the year ended December 31, 2019. The future minimum lease payments for the lease are as follows: Year Amount 2020 93,926$ 2021 93,926 2022 93,926 2023 93,926 2024 93,926 2025-2027 281,779 Total principal and interest 751,409 Less: interest [95,149] Total principal 656,260$ G. Interfund Transfers A reconciliation of interfund transfers follows: Transfer In Transfer Out Major Funds: General 6,449,500$ 897,748$ Tourism and Convention -848,873 Special Gas 160,000 - Sales Tax Capital -3,326,350 Debt Service 1,632,958 Other governmental funds 1,472,013 - Solid Waste Disposal -640,000 Water and Sewer -3,650,000 Sanitation -491,500 Central Garage 140,000 - Total transfers 9,854,471$ 9,854,471$ The City uses interfund transfers to share administrative costs between funds. 52 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION A. Defined Benefit Pension Plan Description of Pension Plan. The City participates in a cost-sharing multiple-employer pension plan (Pension Plan), as defined in Governmental Accounting Standards Board Statement No. 67, Financial Reporting for Pension Plans. The Pension Plan is administered by the Kansas Public Employees Retirement System (KPERS), a body corporate and an instrumentality of the State of Kansas. KPERS provides benefit provisions to the following statewide pension groups under one plan, as provided by K.S.A. 74, article 49: Public employees, which includes: o State/School employees o Local employees Police and Firemen Judges Substantially all public employees in Kansas are covered by the Pension Plan. Participation by local political subdivisions is optional, but irrevocable once elected. Those employees participating in the Pension Plan for the City are included in the Local employees group and the Kansas Police and Firemen group. KPERS issues a stand-alone comprehensive annual financial report, which is available on the KPERS website at www.kpers.org. Benefits. Benefits are established by statute and may only be changed by the State Legislature. Members (except Police and Firemen) with ten or more years of credited service, may retire as early as age 55 (Police and Firemen may be age 50 with 20 years of credited service), with an actuarially reduced monthly benefit. Normal retirement is at age 65, age 62 with ten years of credited service, or whenever a member’s combined age and years of service equal 85. Police and Firemen normal retirement ages are age 60 with 15 years of credited service, age 55 with 20 years, age 50 with 25 years, or any age with 36 years of service. Monthly retirement benefits are based on a statutory formula that includes final average salary and years of service. When ending employment, members may withdraw their contributions from their individual accounts, including interest. Members who withdraw their accumulated contributions lose all rights and privileges of membership. For all pension coverage groups, the accumulated contributions and interest are deposited into and disbursed from the membership accumulated reserve fund as established by K.S.A. 74- 4922. Members choose one of seven payment options for their monthly retirement benefits. At retirement a member may receive a lump-sum payment of up to 50% of the actuarial present value of the member’s lifetime benefit. His or her monthly retirement benefit is then permanently reduced based on the amount of the lump sum. Benefit increases, including ad hoc post-retirement benefit increases, must be passed into law by the Kansas Legislature. Benefit increases are under the authority of the Legislature and the Governor of the State of Kansas. The 2012 Legislature made changes affecting new hires, current members and employers. A new KPERS 3 cash balance retirement plan for new hires starting January 1, 2015, was created. Normal retirement age for KPERS 3 is 65 with five years of service or 60 with 30 years of service. Early retirement is available at age 55 with ten years of service, with a reduced benefit. Monthly benefit options are an annuity benefit based on the account balance at retirement. 53 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) A. Defined Benefit Pension Plan (Continued) For all pension coverage groups, the retirement benefits are disbursed from the retirement benefit payment reserve fund as established by K.S.A. 74-4922. Contributions. Member contributions are established by state law and are paid by the employee according to the provisions of Section 414(h) of the Internal Revenue Code. State law provides that the employer contribution rates are determined based on the results of an annual actuarial valuation. The contributions and assets of all groups are deposited in the Kansas Public Employees Retirement Fund established by K.S.A. 74-4921. All of the retirement systems are funded on an actuarial reserve basis. For fiscal years beginning in 1995, Kansas legislation established statutory limits on increases in contribution rates for KPERS employers. Annual increases in the employer contribution rates related to subsequent benefit enhancements are not subject to these limitations. The statutory cap increase over the prior year contribution rate is 1.2% of total payroll for the fiscal year ended June 30, 2019. The actuarially determined employer contribution rates (not including the 1.00% contribution rate for the Death and Disability Program) and the statutory contribution rates are as follows: Actuarial Statutory Employer Employer Rate Capped Rate Local employees 8.89%8.89% Police and Firemen 22.13%22.13% Member contribution rates as a percentage of eligible compensation for the fiscal year 2019 are 6.00% for Local employees and 7.15% for Police and Firemen. Employer Allocations. Although KPERS administers one cost-sharing multiple-employer defined benefit pension plan, separate (sub) actuarial valuations are prepared to determine the actuarial determined contribution rate by group. Following this method, the measurement of the collective net pension liability, deferred outflows of resources, deferred inflows of resources, and pension expense are determined separately for each of the following groups of the plan: State/School Local Police and Firemen Judges To facilitate the separate (sub) actuarial valuations, KPERS maintains separate accounts to identify additions, deductions, and fiduciary net position applicable to each group. The allocation percentages presented for each group in the schedule of employer and nonemployer allocations are applied to amounts presented in the schedules of pension amounts by employer and nonemployer. The allocation percentages for the City’s share of the collective pension amounts as of December 31, 2019, are based on the ratio of its contributions to the total of the employer and nonemployer contributions of the group for the fiscal years ended December 31, 2019. The contributions used exclude contributions made for prior service, excess benefits and irregular payments. At June 30, 2019, the City’s proportion for the Local employees group was 0.796%, which was an increase of .006% from its proportion measured at June 30, 2018. At June 30, 2019, the City’s proportion for the Police and Firemen group was 2.074%, which was a decrease of .007% from its proportion measured at June 30, 2018. 54 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) A. Defined Benefit Pension Plan (Continued) Net Pension Liability. At December 31, 2019 and 2018, the City and its component units reported a liability of $32,116,932 and $31,984,657, respectively, for its total proportionate share of the net pension liability for the Local and Police and Firemen groups. Actuarial Assumptions. The total pension liability was determined by an actuarial valuation as of December 31, 2018, which was rolled forward to June 30, 2019, using the following actuarial assumptions: Assumptions Rate Price inflation 2.75% Wage inflation 3.50% Salary increases, including wage increases 3.5% to 12.0% including inflation Long-term rate of return, net of investment expense, and including price inflation 7.75% Mortality rates were based on the RP-2014 Mortality Tables, with age setbacks and age set forwards as well as other adjustments based on different membership groups. Future mortality improvements are anticipated using Scale MP-2016. The actuarial assumptions used in the December 31, 2018 valuation were based on the results of an actuarial experience study conducted for the period of January 1, 2013, through December 31, 2015. The experience study is dated November 18, 2016. The long-term expected rate of return of pension plan investments was determined using a building-block method in which best-estimate ranges of expected future real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage. Best estimates of arithmetic real rates of return for each major asset class included in the pension plan’s target asset allocation as of June 30, 2019 are summarized in the following table: Long-Term Expected Asset Long-Term Allocation Real Rate of Return Global Equity 47.00%6.85% Fixed Income 13.00%1.25% Yield driven 8.00%6.55% Real Return 11.00%1.71% Real estate 11.00%5.05% Alternatives 8.00%9.85% Short-term investments 2.00%-0.25% 100.00% Discount Rate. The discount rate used to measure the total pension liability was 7.75%. The projection of cash flows used to determine the discount rate assumed that contributions from plan members will be made at the contractually required rate. The State, School and Local employers do not necessarily contribute the full actuarial determined rate. Based on legislation passed in 1993, the employer contribution rates certified by the System’s Board of Trustees for these groups may not increase by more than the statutory cap. The expected KPERS employer statutory contribution was modeled for future years, assuming all actuarial assumptions are met in future years. Employers contribute the full actuarial determined rate for Police & Firemen, and Judges. Future employer contribution rates were also modeled for Police & Firemen and Judges, assuming all actuarial assumptions are met in future years. Based on those assumptions, the pension plan’s fiduciary net position was projected to be available to make all projected future benefit payments of current plan members. Therefore, the long-term expected rate of return on pension plan investments was applied to all periods of projected benefit payments to determine the total pension liability. 55 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) A. Defined Benefit Pension Plan (Continued) Sensitivity of the City’s proportionate share of the net pension liability to changes in the discount rate. The following presents the City’s proportionate share of the net pension liability calculated using the discount rate of 7.75%, as well as what the City’s proportionate share of the net pension liability would be if it were calculated using a discount rate that is 1-percentage point lower (6.75%) or 1-percentage point higher (8.75%) than the current rate: 1% Decrease (6.75%)Discount Rate (7.75%)1% Increase (8.75%) Local 16,612,600$ 11,123,112$ 6,531,254$ Police & Firemen 29,791,754 20,993,820 13,628,262 Total 46,404,354$ 32,116,932$ 20,159,516$ Pension Expense. For the year ended December 31, 2019, the City recognized Local pension expense of $1,370,234 and Police and Firemen pension expense of $3,483,665, which includes the changes in the collective net pension liability, projected earnings on pension plan investments, and the amortization of deferred outflows of resources and deferred inflows of resources for the current period. The Salina Housing Authority’s and Salina Airport Authority’s portion of the Local pension expense were $25,451 and $73,753, respectively Deferred Outflows of Resources and Deferred Inflows of Resources. At December 31, 2019, the City reported deferred outflows of resources and deferred inflows of resources related to pensions for Local and Police and Firemen groups from the following sources: Deferred outflows Deferred inflows Local of resources of resources Differences between actual and expected experience 24,348$ 280,127$ Net differences between projected and actual earnings on investments 261,693 - Changes in assumptions 339,963 22,545 Changes in proportion 377,752 267,857 Total 1,003,756$ 570,529$ Deferred outflows Deferred inflows Police & Firemen of resources of resources Differences between actual and expected experience 1,186,018$ 38,909$ Net differences between projected and actual earnings on investments 422,552 - Changes in assumptions 743,686 23,244 Changes in proportion 36,289 792,896 Total 2,388,545$ 855,049$ 56 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) A. Defined Benefit Pension Plan (Continued) At December 31, 2019, the Salina Housing Authority and Salina Airport Authority reported deferred outflows of resources and deferred inflows of resources related to pensions for Local and Police and Firemen groups from the following sources: Deferred outflows Deferred inflows Deferred outflows Deferred inflows Local of resources of resources of resources of resources Differences between actual and expected experience 1,198$ 9,400$ 1,385$ 15,938$ Net differences between projected and actual earnings on investments 7,761 - 14,889 - Changes in assumptions 14,366 1,598 19,342 1,283 Changes in proportion 1,145 4,793 59,996 19,497 Total 24,470$ 15,791$ 95,612$ 36,718$ Airport AuthorityHousing Authority $1,933,992 reported as deferred outflows of resources related to pensions resulting from City contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ended December 31, 2020. Amounts reported as deferred outflows of resources and deferred inflows of resources related to pensions will be recognized in pension expense as follows: Local Police & Firemen Deferred Deferred Year ended [Inflows] Outflows [Inflows] Outflows December 31,Amount Amount Total 2019 292,771$ 813,535$ 1,106,306$ 2020 [13,048] 196,519 183,471 2021 80,992 294,428 375,420 2022 73,350 221,173 294,523 2023 [838] 7,841 7,003 Total 433,227$ 1,533,496$ 1,966,723$ $37,624 and $36,310 reported as deferred outflows of resources related to pensions resulting from Salina Housing Authority and Salina Airport Authority contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ended December 31, 2020. Amounts reported as deferred outflows of resources and deferred inflows of resources related to pensions will be recognized in pension expense as follows: Housing Airport Authority Authority Deferred Deferred Year ended [Inflows] Outflows [Inflows] Outflows December 31,Amount Amount Total 2020 9,773$ 22,167$ 31,940$ 2021 5,754 8,732 14,486 2022 [6,147] 17,687 11,540 2023 [609] 9,959 9,350 2024 [92] 349 257 Total 8,679$ 58,894$ 67,573$ 57 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) B. Deferred Compensation Plan The City offers its employees a deferred compensation plan ("Plan") created in accordance with Internal Revenue Code Section 457. The Plan, available to all City employees, permits them to defer a portion of their salary until future years. The deferred compensation is not available to employees until termination, retirement, death, or unforeseeable emergency. Plan assets are transferred to a plan agent in a custodial trust and are not available to the claims of the City's general creditors. C. Flexible Benefit Plan (I.R.C. Section 125) The City Commission has adopted by resolution a salary reduction flexible benefit plan ("Plan") under Section 125 of the Internal Revenue Code. All City employees working more than 20 hours per week are eligible to participate in the Plan beginning after two full months of employment. Each participant may elect to reduce his or her salary to purchase benefits offered through the Plan. Benefits offered through the Plan include various insurance and disability benefits. D. Risk Management The City is exposed to various risks of loss related to torts; theft of, damage to and destruction of assets; errors and omissions; natural disasters and other events for which the City carries commercial insurance. No significant reductions in insurance coverage from that of the prior year have occurred. Settlements have not exceeded insurance coverage for each of the past three years. The City has established a limited risk management program for workers’ compensation. The program covers all City employees. Premiums are paid into the Workers’ Compensation Reserve Fund by all other funds and are available to pay claims, claim reserves and administrative costs of the program. An excess coverage insurance policy covers individual claims in excess of $250,000 ($350,000 for claims involving employees classified as policemen or firemen). Incurred claims, including incurred but not reported claims, have been accrued based primarily upon subsequent payments. Claim liabilities are calculated considering the effects of inflation, recent claim settlement trends including frequency and amounts of payouts and other economic and social factors. The liability for claims and judgments is reported in the Workers' Compensation Reserve Fund because it is expected to be liquidated with expendable available financial resources. Of the liability, $159,754 is considered to be due within one year. Changes in the balances of claims liabilities during the past two years are as follows: 2019 2018 Unpaid claims, January 1 238,778$ 221,913$ Incurred claims (including IBNRs)726,271 886,086 Claim payments [653,477] [869,221] Unpaid claims, December 31 311,572$ 238,778$ The City established a limited risk management program for employee health and dental insurance in 1997. The program covers eligible City employees. Premiums are paid into the health insurance fund by all other funds and are available to pay claims, claim reserves and administrative costs of the program. An excess coverage insurance policy covers individual claims in excess of $50,000. Incurred claims, including incurred but not reported claims, have been accrued based primarily upon subsequent payments. Claim liabilities are calculated considering the effects of inflation, recent claim settlement trends including frequency and amounts of payouts and other economic and social factors. The liability for claims and judgments is reported in the Health Insurance Fund because it is expected to be liquidated with expendable available financial resources. Therefore, all of the liability is considered to be due within one year. Changes in the balances of claims liabilities during the past two years are as follows: 58 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) D. Risk Management (Continued) 2019 2018 Unpaid claims, January 1 380,980$ 395,691$ Incurred claims (including IBNRs)4,466,044 3,670,930 Claim payments [4,357,606][3,685,641] Unpaid claims, December 31 489,418$ 380,980$ E. Contingent Liabilities The City receives significant financial assistance from numerous federal and state governmental agencies in the form of grants and state pass-through aid. The disbursement of funds received under these programs generally requires compliance with terms and conditions specified in the grant agreements and is subject to audit. Any disallowed claims resulting from such audits could become a liability of the General Fund or other applicable funds. However, in the opinion of management, any such disallowed claims would not have a material effect on any of the financial statements of the City at December 31, 2019. The City is a defendant in various lawsuits. Although the outcome of these lawsuits is not presently determinable, it is the opinion of the City's legal counsel that resolution of these matters will not have a material adverse effect on the financial condition of the City. F. Municipal Solid Waste Landfill State and federal laws and regulations require the City to place a final cover on its landfill site when it stops accepting waste, and to perform certain maintenance and monitoring functions at the site for thirty years after closure. Although closure and postclosure care costs will be paid only near or after the date that the landfill stops accepting waste, the City reports a portion of these closure and postclosure care costs as an operating expense of the Solid Waste Fund in each period based on landfill capacity used as of each balance sheet date. The $2,048,896 reported as landfill closure and postclosure care liability at December 31 represents the cumulative amount reported to date based on the use of 28.8% of the estimated capacity of the landfill. The City's solid waste fund will recognize the remaining estimate cost of closure and postclosure care of $4,892,995 as the remaining estimated capacity is filled over the remaining life expectancy of 147 years. These amounts are based on what it would cost to perform all closure and postclosure care in 2019. Actual cost may be higher due to inflation, changes, in technology or changes in regulations. The City is required by State and Federal laws and regulations to provide assurances of financial responsibility for closure and post- closure care. The City has elected to utilize the Local Government Financial test promulgated by the U.S. Environmental Protection Agency (at 40 CFR 258.74(f)) and the Kansas Department of Health and Environment to provide these assurances. Any future closure or post-closure care costs will be provided through the normal budgeting and rate setting process, including the issuance of general obligation bonds, if necessary. 59 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) G. Capital Projects Capital projects often extend over two or more fiscal years. The following is a schedule, which compares the project authorization including allowable interest revenue to total project expenditures from project inception to December 31, 2019. Project Authorization Expenditures Markley-Magnolia VV Sewer 5,150,000$ 439,661$ Bicentennial Center Improvements 10,200,000 12,433,918 Water Well 13 & 14 Maintenance 52,184 50,830 Community Fieldhouse (1)10,950,000 9,188,840 Community Fieldhouse (2)750,000 733,992 North Lime Drying Lagoon Yearly Maintenance 120,000 37,260 Rebuild High Service Pump P-203 24,187 13,688 Pump Stations and Force Mains 1,483,000 1,425,505 2017 Country Club Road Improvements 1,200,000 1,089,063 River Trail 2 956,072 11,312 Downtown Streetscape 12,165,000 11,298,360 Smoky Hill River Renewal 27,000,000 3,467,058 Water Mains 4,250,000 2,319,841 Downtown Santa Fe Water Main Replacement 1,351,100 1,258,672 Police Training Facility 4,900,000 1,398,225 Rehab Pump St 28,29/Repl 28 Face Main 550,000 - Northbound 9th Street Bridge 103,768 95,358 Landfill Cell #20 Design 2,200,000 1,959,983 Railroad Crossing Improvements 45,000 - 2018 Park Improvements 194,000 87,000 FH Parking Lot 55,930 2,320 Pheasant Ridge Addition #3 Phase 2 509,233 446,916 Manhole & Valve Adj 10,000 17,806 Community Theater HVAC Replacement 46,000 207 Storm Sewer Mulberry Street 22,709 21,528 9th Street Crawford to Walnut 646,896 643,555 2019 Pavement Sealing 295,937 295,937 Dean Evans Drainage 60,000 315 2019 Sidewalk Improvements 24,965 24,648 2019 Traffic Signal Improvements 35,758 35,758 2019 Mill and Inlay 1,853,546 1,531,098 2019 Microsurfacing 693,462 681,555 2019 Chip and Seal 140,000 131,733 N.9th Street Bridge 2,000,000 3,546 Golf Course Irrigation 1,488,414 1,321,171 Police Parking Lot 400,000 200,995 2019 Sidewalk Abatement 21,625 - Fair Housing 38,750 - 9th South Addition 1,180,313 2,976 Smoky Hill Greenway Trail 435,637 49,389 Chorine Building 2 Roof Replacement 35,000 - 2019 Water Main Replacement 4,000,000 - Magnolia Hills Estates II 1,575,240 10,958 Stone Lake Phase 2 670,166 2,207 Stone Lake Phase 3A 1,647,053 3,007 Smedley Surgical Center 45,486 1,961 Sound Garden Oakdale Park 10,046 10,046 Wheatland Valley -Specials 5,474,790 6,500 Park Shelter Roof Replacement 93,816 - LED Lighting Replacement - Parks 18,223 - 60 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) H. Environmental Matters The Kansas Department of Health and Environment (KDHE) issued a report in 1994 indicating the presence of volatile organic compounds at levels requiring remediation at the Salina Public Water Supply Wells Site. The City adopted a proactive Policy and Action Plan to remediate the groundwater contamination, and on December 7, 1994, the City and KDHE entered into a Consent Order and Settlement Agreement under which the City assumed primary responsibility for the further investigation and remediation of the groundwater contamination. Field testing work has been completed. The necessary remediation work will be conducted over the next several years at a yet undetermined cost to the City's Water and Sewer Fund. The U.S. Department of Defense transferred property located at the former Schilling Air Force Base (the Base or Site) to the Authority on or about September 9, 1966. The property is now known to contain areas of extensive soil and groundwater contamination, which is a result of the use and disposal of chlorinated solvents during military operations at the Base from 1942 until Base closure in 1965. The U.S. Department of Defense is responsible for the investigation and remediation of contamination caused by military activities at current and former military bases. The U.S. Army Corps of Engineers (Corps) is the lead agency for the Department at formerly used defense sites. The Corps has investigated the soil and groundwater contamination at the Site under the regulatory oversight of the U.S. Environmental Protection Agency (EPA) and the Kansas Department of Health and Environment (KDHE). The Site is not designated as a National Priority List Superfund site, but investigation and remediation are required to be in compliance with the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). Potential liability for contamination under CERCLA extends broadly to parties associated with the release or presence of hazardous substances, including not only those entities involved with contaminant use and disposal, but in some cases other current and former owners and operators of contaminated sites. As a current owner of extensive amounts of property at the Site, the Authority is potentially liable under CERCLA, although the Authority believes that it has meritorious defenses to such liability. The Authority is considered to be a Potentially Responsible Party (PRP) for the Site, primarily due to its status as a property owner. The Authority, City of Salina, Unified School District No. 305 and the Kansas Board of Regents (Kansas State University Polytechnic Campus), (collectively Salina Public Entities) currently own over 90% of the nearly 4,000 acres of the Base property. No third party has asserted any claim for bodily injury or property damage. Beginning in August 2007, the Salina Public Entities initiated settlement negotiations with the U.S. Federal Government. The negotiation objectives at that time included transferring the responsibility for completing the cleanup from the U.S. to the Salina Public Entities. The local objective was to reach a settlement agreement with the U.S. that provides the Salina Public Entities sufficient funds to complete cleanup operations over a 30- year period. During calendar year 2008, the Salina Public Entities, by and through its environmental consultant, prepared a detailed Cost to Complete Estimate (CTC). The CTC preparation included consultation with the EPA and KDHE. The Salina Public Entities’ CTC was completed in June of 2008 and submitted to the Corps. Subsequently, on January 23, 2009, the Salina Public Entities delivered a demand letter to the Corps. The letter demanded that settlement negotiations begin immediately with the U.S. Department of Justice. On May 14, 2009 the Authority was notified that the Corps referred the Base demand letter to the U.S. Department of Justice on May 12, 2009. The Salina Public Entities delivered on or about May 10, 2010, a settlement offer and a draft of a lawsuit complaint to the attorney for the U.S. Department of Justice. The Salina Public Entities planned to file suit against the U.S. if the matter was not settled by the end of May 2010. The Salina Public Entities did not intend to cut off settlement negotiations by the filing of suit, and this has been communicated to the U.S. No remedial action plan or record of decision has been adopted by the EPA or KDHE. 61 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) H. Environmental Matters (Continued) On or about May 27, 2010, the Salina Public Entities filed their Complaint against the United States of America, the United States Department of Defense and Secretary of Defense, Robert M. Gates, in his official capacity (collectively, "Defendants"). On or about September 22, 2010, the Salina Public Entities filed their First Amended Complaint in four counts: Count I Citizen Suit Claim Pursuant to 42 U.S.C.§ 9659(a)(2), Count II Citizen Suit Claim Pursuant to 42 U.S.C.§ 9659(a)(1), Count III Claim for Recovery of Response Costs Pursuant to 42 U.S.C.§ 9607(a) and Count IV Claim for Declaratory Judgment Pursuant to 42 U.S.C.§ 9613(g)(2). On or about October 6, 2010, Defendants filed their motion to dismiss and to strike, primarily with respect to the citizen suit claims. On or about March 25, 2011, Judge Murguia entered his Memorandum and Order. The Judge granted the Defendants' motion to dismiss Counts I and II (citizen suit claims) for lack of subject matter jurisdiction. He also granted the Defendants' motion to dismiss the Salina Public Entities' requests for attorney fees, with the exception of non-litigation attorney fees. He denied the Defendants' motion to strike the Salina Public Entities' allegations of a conflict of interest. The Salina Public Entities' claims under Counts III and IV for response costs under CERCLA 9607(a) are not affected by the Judge's rulings. The Salina Public Entities disagree with most of the Judge's filings and, if necessary, plan to take an interlocutory appeal to the Tenth Circuit to contest the rulings. On or about April 22, 2011, Defendants filed their Answer to First Amended Complaint and Counterclaim against the Salina Public Entities. Count I of the Counterclaim alleges a claim for contribution under CERCLA, 42 U.S.C.§ 9613(f)(1). Count II of the Counterclaim alleges a claim for cost recovery under CERCLA, 42 U.S.C.§ 9607(a)(1). Count II alleges costs incurred by the U.S. Environmental Protection Agency of approximately $1,838,241 as of September 30, 2007, and alleges costs incurred by the Corps of approximately $14,915,228 as of April 17, 2009. The Salina Public Entities intend to vigorously contest the claims brought against them and will assert, among other defenses, the third-party defense under 42 U.S.C.§ 9607(b)(3). The parties agreed on a mediation to discuss settlement. The mediation sessions occurred in October 2011, and the mediation discussions continued for over a year. The parties have now agreed upon a partial settlement. The partial settlement includes payment by the U.S. in exchange for performance by the Salina Public Entities of a remedial investigation/feasibility study through entry of a Corrective Action Decision by KDHE (the "Work"). The present cost estimate of the Work is less than $10,000,000. The agreement is that the U.S. will pay 90% of the cost of the Work with the Salina Public Entities responsible for payment of the remaining 10%. It is anticipated that the agreed share of the Salina Public Entities will be paid by the City of Salina. Also, the claims and counterclaims in the lawsuit have been dismissed without prejudice with provisions tolling any and all statutes of limitation. No party is obligated under the settlement agreement to implement the Corrective Action Decision upon its entry by KDHE, and the parties will either negotiate an agreement to implement such Corrective Action Decision or refile their claims in court. The Salina Public Entities have entered into a Consent Agreement and Final Order ("CAFO") with KDHE, which is conditioned upon the U.S.'s payment to the City. On May 2, 2013, the U.S. District Court for the District of Kansas entered its Consent Decree. City of Salina, Kansas, et al. v. United States of America, et al., Case No. 1 0-CV -2298 CM/DJW. The Court's Consent Decree approved the settlement among the parties. The current status is that the U.S. wire transferred $8,426,700 to the account of the City, and the City added the share of the Salina Public Entities in the amount of $936,300 to the account. The Remedial Investigation (RI) portion of the CAFO scope of work was completed on or about June 18, 2018. The Feasibility Study portion of the CAFO scope of work was completed on or about November 29, 2018. KDHE’s draft final Corrective Action Decision (CAD) was published on or about April 8, 2019. KDHE held a public hearing for the final CAD on or about May 1, 2019. Final comments concerning the draft final CAD were due on or about May 8, 2019. KDHE published a final CAD on or about July 29, 2019. The KDHE CAD details the scope of work and estimated cost for the cleanup of DoD-caused contamination at the former Schilling AFB. 62 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) H. Environmental Matters (Continued) The Salina Public Entities participated in three mediation sessions with the U.S. Department of Justice (DOJ) and the U.S. Army Corps of Engineers (USACE) on November 19-21, 2019; December 10-11, 2019; and the final subsequent to year-end to determine payment by the United States in exchange for performance by the Salina Public Entities of the KDHE CAD. Special environmental legal counsel for the Salina Public Entities has negotiated with the DOJ for the completion of a Consent Decree that embodies the results of the three mediation sessions. The final draft of the Consent Decree will be considered by the Salina Public Entities in a joint meeting scheduled for June 24, 2020. Upon approval by the U.S. District Court for the District of Kansas, the CD will provide the Salina Public Entities funding from the United States for the Remedial Design (RD) and Remedial Action (RA) work detailed in the KDHE CAD. Although the claims and counterclaims in the lawsuit have been dismissed without prejudice, the City intends to vigorously pursue its claims that the U.S. should implement the Corrective Action Decision upon its entry by KDHE and its defenses against any claims brought against it. Based on presently known information, the City has determined that while a possible liability exists, at this time, no reasonable estimate of the possible liability can be made. Therefore, no liability related to that matter has been recorded. I. Other Postemployment Healthcare Benefits Plan Description. The City offers postemployment health insurance to retirement employees. The benefits are provided through a single employer defined benefit postemployment healthcare plan administered by the City. The Employee Benefit Plan (the Plan) provides medical and dental benefits to eligible early retirees and their spouses. KSA 12-5040 requires all local governmental entities in the state that provide a group health care plan to make participation available to all retirees and dependents until the retiree reaches the age of 65 years. No separate financial report is issued for the Plan. Funding Policy. The contribution requirements of plan participants and the City are established and amended by the City. The required contribution is based on projected pay-as-you-go financing requirements. In 2019, the City did not contribute to the plan. At December 31, 2019, the following employees were covered by the benefit terms: Active employees 441 Retirees and covered spouses 32 Total 473 The total OPEB liability of $3,519,327 was measured as of December 31, 2018 and was determined by an actuarial valuation as of that date. The total OPEB liability in the December 31, 2017 actuarial valuation was determined using the following assumptions and other inputs, applied to all periods in the measurement, unless otherwise specified: Valuation date December 31, 2017 Actuarial cost method Entry age normal as a level percentage of payroll Inflation 2.75% Salary increases 3.50% Discount rate 4.10% Healthcare cost trend rates Medical & Pharmacy: 6.20% for 2018, decreasing 0.60% per year to an ultimate rate of 5% for 2030 and through 2040 Dental: 5.00% to 2020, then drop to 4.90% in 2030 then back to 5.00% in 2040 Retiree's share of benefit related costs 100% of the premium 63 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) I. Other Postemployment Healthcare Benefits (Continued) The discount rate was based on an index rate for 20-year, tax-exempt general obligation municipal bonds with an average rating of AA/Aa or higher. Mortality rates were based on the RP 2014 Mortality Tables, with age setbacks and age set forwards as well as other adjustments based on different membership groups. Future mortality improvements are anticipated using Scale MP-2017. Changes in the total OPEB liability are as follows: Balance 1/1/2019 3,487,302$ Service cost 249,957 Interest 125,877 Benefit paid [157,465] Changes in assumptions [186,344] Balance 12/31/2019 3,519,327$ The following presents the total OPEB liability of the City, as well as what the City’s total OPEB liability would be if it were calculated using a discount rate that is one percentage point lower (2.44%) or one percentage point higher (4.44%) than the current discount rate: 1% Decrease Discount Rate 1% increase (3.10%)(4.10%)(5.10%) Total OPEB Liability 3,805,079$ 3,519,327$ 3,253,600$ The following presents the total OPEB liability of the City, as well as what the City’s total OPEB liability would be if it were calculated using healthcare cost trend rates that are one percentage point lower (5.8% decreasing to 3.1%) or one percentage point higher (7.8% decreasing to 5.1%) than the current healthcare cost trend rate: Healthcare Cost 1% Decrease Trend Rates 1% increase Total OPEB Liability 3,092,948$ 3,519,327$ 4,027,376$ For the year ended December 31, 2019, the City recognized OPEB expense of $364,903. Deferred Outflows of Resources and Deferred Inflows of Resources. At December 31, 2019, the City reported deferred outflows related to other postemployment benefits from the following sources: Deferred outflows Deferred inflows of resources of resources Changes of assumptions 70,090$ [164,999]$ Total 70,090$ [164,999]$ Amounts reported as deferred outflows of resources will be recognized in OPEB expense as follows: 64 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) I. Other Postemployment Healthcare Benefits (Continued) Deferred Year ended [Inflows] Outflows June 30,Amount 2020 [10,931]$ 2021 [10,931] 2022 [10,931] 2023 [10,931] 2024 [10,931] 2025+[40,254] Total [94,909]$ J.Other Postemployment Benefits (KPERS) Plan Description. The City participates in a multiple-employer defined benefit other postemployment benefit (OPEB) plan (the Plan) which is administered by the Kansas Public Employees Retirement System (KPERS). The Plan provides long-term disability benefits and a life insurance benefit for disabled members to KPERS members, as provided by K.S.A. 74-04927. The Plan is administered through a trust held by KPERS that is funded to pay annual benefit payments. However, because the trust’s assets are used to pay employee benefits other than OPEB, the trust does not meet the criteria in paragraph 4 of GASB Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions. Accordingly, the Plan is considered to be administered on a pay-as-you-go basis. Benefits. Benefits are established by statute and may be amended by the KPERS Board of Trustees. The Plan provides long-term disability benefits equal to 60 percent (prior to January 1, 2006, 66 2/3 percent) of annual compensation, offset by other benefits. Members receiving long-term disability benefits also receive credit towards their KPERS retirement benefits and have their group life insurance coverage continued under the waiver of premium provision. The monthly long-term disability benefit is 60 percent of the member’s monthly compensation, with a minimum of $100 and a maximum of $5,000. The monthly benefit is subject to reduction by deductible sources of income, which include Social Security primary disability or retirement benefits, workers compensation benefits, other disability benefits from any other sources by reason of employment, and earnings from any form of employment. If the disability begins before age 60, benefits are payable while the disability continues until the member’s 65th birthday or retirement date, whichever occurs first. If the disability begins after age 60, benefits are payable while the disability continues, for a period of five years or until the member retires, whichever occurs first. Benefit payments for disabilities caused or contributed to by substance abuse or non-biologically based mental illnesses are limited to the shorter of the term of the disability or 24 months per lifetime. The death benefit paid to beneficiaries of disabled members is 150% of the greater of 1) the member’s annual rate of compensation at the time of disability, or 2) the members previous 12 months of compensation at the time of the last date on payroll. If the member has been disabled for five or more years, the annual compensation or salary rate at the time of death will be indexed using the consumer price index, less one percentage point, to compute the death benefit. If a member is diagnosed as terminally ill with a life expectancy of 12 months or less, the member may be eligible to receive up to 100% of the death benefit rather than having the benefit paid to the beneficiary. If a member retires or disability benefits end, the member may convert the group life insurance coverage to an individual insurance policy. Employees covered by benefit terms.At June 30, 2019, the valuation date, the following employees were covered by the benefit terms: 65 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) J. Other Postemployment Benefits (KPERS) (Continued) Active employees 282 Disabled members 2 Total 284 Total OPEB Liability. The City and its component units reported a total KPERS OPEB liability of $527,919 as of December 31, 2019, was measured as of June 30, 2019, and was determined by an actuarial valuation as of December 31, 2018, which was rolled forward to June 30, 2019, using the following actuarial assumptions: Valuation date December 31, 2018 Actuarial cost method Entry age normal Inflation 2.75% Salary increases 3.00% Discount rate (based on 20 year municipal bond rate with an average rating of AA/Aa or better, obtained through the Bond Buyer General Obligation 20-Bond Municipal Index)3.50% The discount rate was based on the bond buyer general obligation 20-bond municipal index. Mortality rates were based on the RP 2014 Mortality Tables, with age setbacks and age set forwards as well as other adjustments based on different membership groups. Future mortality improvements are anticipated using Scale MP-2019. The actuarial assumptions used in the December 31, 2018 valuation were based on the results of an actuarial experience study for the period of January 1, 2013 through December 31, 2015. Other demographic assumptions are set to be consistent with the actuarial assumptions reflected in the December 31, 2018 KPERS pension valuation. The changes in the total OPEB liability are as follows: City Housing Authority Airport Authority Total Balance 1/1/2019 546,926$8,886$ 11,126$ 566,938$ Service cost 52,863 1,507 2,843 57,213 Interest 22,667 372 541 23,580 Effect of economic/demographic gains or losses [95,243] [2,512][1,324][99,079] Changes in assumptions 7,614 [67]152 7,699 Benefit payments [28,432] --[28,432] Balance 12/31/2019 506,395$8,186$ 13,338$ 527,919$ Total KPERS OPEB Liability Sensitivity of the total KPERS OPEB liability to changes in the discount rate.The following presented the total KPERS OPEB liability of the City, as well as what the City’s total KPERS OPEB liability would be if it were calculated using a discount rate that is 1-percentage-point lower (2.87%) or 1-percentage-point higher (4.87%) than the current discount rate: 1% Decrease Discount Rate 1% increase (2.50%)(3.50%)(4.50%) Total OPEB Liability - City 526,498$ 506,395$ 485,611$ Total OPEB Liability - Housing Authority 8,394$ 8,186$ 7,941$ Total OPEB Liability - Airport Authority 13,693$ 13,338$ 12,901$ 66 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) J. Other Postemployment Benefits (KPERS) (Continued) Sensitivity of the total KPERS OPEB liability to changes in the healthcare cost trend rates. The following presented the total KPERS OPEB liability of the City calculated using the current healthcare cost trend rates as well as what the City’s total KPERS OPEB liability would be if it were calculated using trend rates that are 1 percentage point lower or 1 percentage point higher than the current trend rates. The reader should note that healthcare trend rates do not affect the liabilities related to the long-term disability benefits sponsored by KPERS, but this exhibit is provided as it is a required disclosure under GASB 75. Healthcare Cost 1% Decrease Trend Rates 1% increase Total OPEB Liability - City 506,395$ 506,395$ 506,395$ Total OPEB Liability - Housing Authority 8,186$ 8,186$ 8,186$ Total OPEB Liability - Airport Authority 11,395$ 1,126$ 10,800$ For the year ended June 30, 2018, the City recognized OPEB expense of $75,561. Deferred Outflows of Resources and Deferred Inflows of Resources. At December 31, 2019, the City reported deferred outflows and inflows related to other postemployment benefits from the following sources: Housing Authority Deferred Deferred Deferred Deferred Deferred Outflows of Inflows of Inflows of Inflows of Inflows of Resources Resources Resources Resources Resources Differences between expected and actual experience 59,657$ 85,454$ 2,253$ -$ 4,521$ Changes of assumptions 6,831 11,633 223 136 173 Total 66,488$ 97,087$ 2,476$ 136$ 4,694$ Airport AuthorityCity $72,729 and $4,294 reported as deferred outflows of resources related to OPEB resulting from City and Airport Authority contributions subsequent to the measurement date, respectively, will be recognized as a reduction of the OPEB liability in the year ended December 31, 2019. Amounts reported as deferred outflows of resources and deferred inflows of resources related to pensions will be recognized in OPEB expense as follows: Year Ended Housing Airport June 30,City Authority Authority 2020 [2,886]$ [287]$ [578]$ 2021 [2,886] [287][578] 2022 [2,886] [287][578] 2023 [2,886] [287][578] 2024 [2,886] [287][578] Thereafter [16,169][1,041] [1,668] Total [30,599]$[2,476]$ [4,558]$ 67 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) K. Tax Abatements In 2019, the City of Salina participated in real property tax abatements for five local companies. Property tax abatements are authorized under Kansas state statutes K.S.A. 12-1740 et seq. and K.S.A. 79-201a and subject to City policy. The City provides property tax abatements to encourage existing industry to expand, assist new business start- ups, recruit new companies from out-of-state or internationally, encourage high technology and research based businesses, encourage training and development of Salina area employees, and encourage location and retention of businesses which are good "corporate citizens" that will add to the quality of life in the community through leadership and support of civic and philanthropic organizations. Property tax abatements reduce ad valorem property taxes. The percentage of reduction ranges from 40.5% to 100%, but in all cases, the maximum duration is for ten years as per state statute. To receive an abatement, applicants must submit an application, which undergoes due diligence and analysis before being considered by the City Commission. If the abatement is authorized, the applicant must sign a performance agreement that specifies annual compliance measures. Each year, the applicant submits a renewal application, along with compliance information, which is reviewed by City staff for conformance with agreement provisions. If compliance is not met, appeals can be made to the City Commission to determine the amount of incentives, if any, to be received by the property owner. The City of Salina negotiates property tax abatements on an individual basis. Company Start End %2019 Tax Abated Salina Vortex Corp (facility improvements)2015 2024 75% $ 14,369 Great Plains Mfg (facility improvements)2014 2023 100%2,744 Veris Technologies (facility addition/improvements) 2015 2024 40.5%1,755 Twin Oaks (facility addition/improvements)2015 2024 55%2,565 Salina Field House (facility)2017 2026 100%81,376 Total 102,808$ Ad Valorem Property Tax Abatements Abatement Tax Increment Financing (TIF).TIFs are an economic development tool established by the Kansas TIF Act (K.S.A. 12-1770 et seq.) and subject to City policy to aid in financing projects for substantial public benefit. Public benefits can include creating jobs or retaining existing employment, eliminating blight, strengthening the employment and economic base of the City, increasing property values and tax revenues, reducing poverty, creating economic stability, upgrading older neighborhoods, facilitating economic self-sufficiency, promoting projects that are of community wide importance, or implementing the economic development goals of the City. The program works by reimbursing a portion of the incremental increase in property taxes resulting from improvements and a portion of local sales tax generated within the district to the property owner. The base value, or what the property was valued at prior to improvements, is shielded from the rebate. To receive a TIF, applicants must submit a detailed, written proposal to the City, which will undergo due diligence and analysis before being considered by the City Commission. The City Commission then determines if it will commence the statutory process to create a redevelopment district. If the TIF district is authorized, the City and applicant will enter into an agreement that specifies performance, certification, and reimbursement requirements. City Staff will work with the property owner to certify eligible expenses and compliance with agreement provisions. Once the project begins to generate TIF revenues (sales tax and/or property tax), City staff works with the distributing agency and property owner to generate and track reimbursements. Because reimbursements are not paid until after improvements are put in place, agreement compliance is met, eligible expenses are certified, and sales and/or property tax distributions are made to the City, there are no provisions for recapturing taxes. The City of Salina negotiates TIFs on an individual basis. 68 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) K. Tax Abatements (Continued) 2019 Reimbursements District Purpose Base Year Expires Sales Tax Property Tax Lambertz Construction of 10.79 acres of shopping center, including single and multi-tenant retail space, and related public and private infrastructure 2007 2027 $268,905 $215,999 Total $268,905 $215,999 TIF Project Plans Community Improvement Districts (CID). CIDs are an economic development tool established by the Kansas CID Act (K.S.A. 12-6a26 et seq.) and subject to City policy to assist with the development of community improvements which can benefit a development and the public. In all CIDs, public improvements were financed initially by the developer and are reimbursed annually via a two percent (2%) transportation district sales tax on retail or taxable services occurring within the district. To establish a CID, the applicant first submits a CID petition which is signed by the owners of all of the land within the proposed district. The City Commission then considers the request to establish a CID. If the CID is authorized, the City and applicant will enter into an agreement that specifies performance, certification, and reimbursement requirements. City Staff will work with the property owner to certify eligible expenses and compliance with agreement provisions. Once the project begins to generate CID revenues, City Staff works with the distributing agency and property owner to make and track reimbursements. Because reimbursements are not paid until after improvements are put in place, agreement compliance is met, eligible expenses are certified, and CID sales tax distributions are made to the City, there are no provisions for recapturing taxes. The City of Salina negotiates CIDs on an individual basis. Name Rate Start Expires Purpose 2019 Eligible Reimbursement Amount South 9th Street 2.00% 3/1/2016 12/31/2037 Assist with improvements to hotel and conference center $251,052 Total $251,052 Community Improvement District (CID) Neighborhood Revitalization Areas (NRA).NRAs are authorized under Kansas state statutes K.S.A. 12-117 and subject to City policy to spur investment and revitalization of properties which can benefit a neighborhood and the public. The program works by rebating a portion of the incremental increase in property taxes resulting from improvements back to the property owner. The base value, or what the property was valued at prior to improvements, is shielded from the rebate. Participation in the program and percentage of rebate and duration are determined separately by the City, County, and School District. The current City of Salina adopted plan is a 4-year plan running from 2015-2019. It allows for a 10-year rebate and provides rebates from 25% to 100% depending on year in plan and type of improvement. To receive an NRA, taxpayers must submit an application, which undergoes due diligence and analysis before being approved by the City. If the NRA is approved, each year, the applicant must submit proof that property taxes have been paid in full. Because the rebate is not given until after improvements are put in place and property taxes paid, there are no provisions for recapturing taxes. The City of Salina approves NRAs on an individual basis. 69 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) K. Tax Abatements (Continued) 2019 Property/Business Name Address Type Rebate Paid Serio Guzman 241 N. Front Street Res 111$ Christina Litwiller 148 N. 12th Street Res 72 Jeremy Cessna 219 N. Front Street Res 77 William & Mary Warhurst 714 Park Street Res 15 Holly Fain 204 Forest Avenue Res 110 Arlene Cox 200 Forest Avenue Res 110 Gloria Williams 903 N. 10th Street Res 80 Michelle Rogan 240 S. Clark Street Res 96 Samuel A. Rock 1329 N. 4th Street Res 16 Jessica A. Ziegler 221 N. 2nd Street Res 109 Devin or Jessica Know 207 N. Penn Res 156 Ravey Investments LLC 157 N. Seventh, 203 W. Ash, 205 W. Ash, 207 W. Ash & 209 W. Ash Com 581 Lamont Outland 1206 N. 7th Street Res 93 Michelle Bunch 634 N. 8th Street Res 91 Jermaine and Tykea Polk 226 N. 2nd Street Res 116 Mary Marshall 937 N. 3rd Street Res 86 Angela Fishburn 1219 N. 8th Street Res 87 Kress Building LLC 134 S. Santa Fe Ave Com 411 Heritage at Hawthorne Partners, LL715 N. 9th Street Com 1,527 Will & Mary Warhurst 809 W. Ash Res 121 Donnie & Ramona Marrs 2035 E. Iron #300R Res 859 TJTM, Inc. 2035 E. Iron #213C/105R/302R/202R/205R/006R/301RA/301 RB/001R/002R/003R/004R/005R Res 5,359 Troy Valcil 853 Navaho Res 62 Michelle Malone 815 N. 2nd Street Res 2 Timothy & Linda Rickman 719 E. Ash Res 140 Yvette Gelinas 1115 N. 8th Street Res 90 Charles H Carroll Jr Trust 156-158 S. Santa Fe Com 4,149 Pestinger Enterprises LLC 2035 E. Iron Avenue, Unit #306R Res 1,300 Latisha Pierce 705 N. 2nd Street Res 251 Tanya Shiehzadeh 703 N. 2nd Street Res 208 Robert & Brenda Burns 1205 N. 4th Street Res 160 Property Partners LLC 116 & 118 N. Santa Fe (2nd Floor Loft Apartments) Com 1,284 Phill Hemmer 2035 E. Iron Avenue, Unit #203R Res 1,615 AP Property Holdings, LLC 201 E. Iron Avenue Com 9,578 Gregory Davis 156-158 N. 11th Street Res 519 Micheal Money 2035 E. Iron Avenue, Unit #206R Res 1,174 Traniesh Byrd 701 N. 2nd Street Res 178 Mark Martin Living Trust 2035 E. Iron #104R Com 818 AKKJ, LLC 2035 E Iron #304R Res 835 Kevin & Rebecca Poland 601 Johnstown Res 36 Jana Endsley 1321 N. 3rd Street Res 177 Kanesha Samilton 214 W. Grand Avenue Res 227 Maria E Padilla 810 N. 5th Street Res 280 Kansas Property Investors, LLC, 230 S. Broadway Blvd Com 1,400 JK Webb Properties LLC 120 S. Santa Fe Avenue Com 1,981 Alan and Nancy Franzen 1413 Arapahoe Res 184 Brandon Sears 900 N. 12th Street Res 22 Santa Fe Properties, LLC 131 N. Santa Fe Avenue/128 S. Santa Fe Avenue Com 2,231 Rusty A Leister Living Trust 600 N. Santa Fe Avenue Com 2,352 Heritage at Hawthorne Partners II, LLC.715 N. 9th Street, Phase II Com 1,750 Christopher Helmer 619 N. 5th Street Com 762 Christopher Helmer 545 N. 12th Street Res 203 Total 44,248$ Neighborhood Revitalization Act (NRA) 70 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) L. Subsequent Events On April 29, 2020, the City issued Series 2020-A general obligation internal improvement bonds in the amounts of $5,210,000. Proceeds from the bonds will be used to provide long-term financing for a portion of the costs of certain public improvements within the City and to retire a portion of the City’s outstanding general obligation temporary notes. The City will make the first payment on the bonds on October 1, 2021and the last payment on October 1, 2035. The interest rate on the bonds ranges from 2.00% to 3.00%. Also on April 29, 2020, the City issued Series 2020-1 temporary notes in the amounts of $7,050,000. Proceeds from the notes will be used to finance certain public improvements within the City. The maturity date of the temporary notes is May 1, 2021 and the interest rate on the notes is 1.00%. On January 30, 2020 the World Health Organization declared the Coronavirus outbreak as a “Public Health Emergency of International Concern” and on March 11, 2020, declared it to be a pandemic. Actions were taken to help mitigate the spread of the virus, including social-distancing, quarantines and forced closures of certain types of public places and businesses. Management is unable to quantify the financial and other impacts to the City’s financial position but believes a material impact is reasonably possible. 5(48,5('6833/(0(17$5<,1)250$7,21 71 CITY OF SALINA, KANSAS REQUIRED SUPPLEMENTARY INFORMATION OTHER POSTEMPLOYMENT BENEFITS Schedule of Changes in the City’s Total OPEB Liability and Related Ratios Last Ten Fiscal Years* Total OPEB liability 2019 2018 Service cost 249,957$ 226,762$ Interest 125,877 128,578 Benefit paid [157,465] [265,000] Changes in assumptions [186,344] 90,918 Net change in total OPEB liability 32,025 181,258 Total OPEB liability - beginning 3,487,302 3,306,044 Total OPEB liability - ending 3,519,327$ 3,487,302$ Covered payroll 25,232,129$ 24,740,225$ Total OPEB liability as a percentage of covered-employee payroll 13.95% 14.10% Actuarially determined contribution 157,465$ 265,000$ Actual contribution 157,465$ 265,000$ Contributions as a percentage of covered payroll 0.62% 1.07% * - Data became available with the inception of GASB 75 during fiscal year 2018, therefore 10 years of data is unavailable. 72 CITY OF SALINA, KANSAS REQUIRED SUPPLEMENTARY INFORMATION (CONTINUED) OTHER POSTEMPLOYMENT BENEFITS - KPERS Schedule of Changes in the City’s Total OPEB Liability and Related Ratios Last Ten Fiscal Years* Total OPEB liability 2019 2018 Service cost 52,863$ 52,380$ Interest 22,667 17,061 Effect of economic/demographic gains or losses [95,243] 75,173 Effect of assumptions changes or inputs 7,614 [6,574] Benefit payments [28,432][30,368] Net change in total OPEB liability [40,531] 107,672 Total OPEB liability - beginning 546,926 439,254 Total OPEB liability - ending 506,395$ 546,926$ Covered payroll 13,991,543$ 13,652,194$ Total OPEB liability as a percentage of covered-employee payroll 3.62% 4.01% Actuarially determined contribution 147,114$ 109,466$ Actual contribution 147,114$ 109,466$ Contributions as a percentage of covered payroll 1.05% 0.80% 73 CITY OF SALINA, KANSAS REQUIRED SUPPLEMENTARY INFORMATION (CONTINUED) KPERS PENSION PLAN Schedule of the City’s Proportionate Share of the Net Pension Liability Last Ten Fiscal Years* Police and Police and Police and Police and Police and Local Firemen Local Firemen Local Firemen Local Firemen Local Firemen 12/31/15 12/31/15 12/31/16 12/31/16 12/31/17 12/31/17 12/31/18 12/31/18 12/31/19 12/31/19 City's proportion of the net pension liability 0.764% 2.258% 0.761% 2.180%0.811% 2.191% 0.790% 2.081% 0.796% 2.074% City's proportionate share of the net pension liability 10,027,679$16,395,794$11,770,699$20,251,512$11,753,246$20,546,882$11,014,328$20,019,473$11,123,112$20,993,820$ City's covered-employee payroll 12,931,197$10,161,866$13,251,236$10,730,033$13,548,056$10,593,419$13,944,989$10,441,055$14,366,294$10,859,219$ City's proportionate share of the net pension liability as a percentage of its covered-employee payroll 77.55% 161.35% 88.83% 188.74% 86.75% 193.96% 78.98% 191.74% 77.43% 193.33% Plan fiduciary net position as a percentage of the total pension liability 71.98% 74.60% 68.55% 69.30% 72.15% 70.99% 74.22% 71.53% 75.02% 71.22% *The amounts presented for each fiscal year were determined as of 12/31. Data became available with the inception of GASB 68 during fiscal year 2015, therefore 10 years of data is unavailable. Schedule of the City’s Contributions Last Ten Fiscal Years* Police and Police and Police and Police and Police and Local Firemen Local Firemen Local Firemen Local Firemen Local Firemen 12/31/15 12/31/15 12/31/16 12/31/16 12/31/17 12/31/17 12/31/18 12/31/18 12/31/19 12/31/19 Contractually required contribution 1,256,217$ 2,527,995$ 1,243,711$ 2,361,273$ 1,179,745$ 1,986,933$ 1,205,334$ 2,181,617$ 1,328,915$ 2,497,473$ Contributions in relation to the contractually required contribution 1,256,217 2,527,995 1,243,711 2,361,273 1,179,745 1,986,933 1,205,334 2,181,617 1,328,915 2,497,473 Contribution deficiency [excess]-$ -$ -$ -$ -$ -$ -$ -$ -$ -$ City's covered-employee payroll 13,251,236$10,730,033$13,548,056$10,593,419$13,944,989$10,441,055$14,366,294$10,859,219$14,948,415$11,285,465$ Contributions as a percentage of covered employee payroll 9.48% 23.56% 9.18% 22.29% 8.46% 19.03% 8.39% 20.09% 8.89% 22.13% *Data became available with the inception of GASB 68 during fiscal year 2015, therefore 10 years of data is unavailable. 74 CITY OF SALINA, KANSAS COMBINING STATEMENTS - NONMAJOR FUNDS Special revenue funds are used to account for specific revenues that are legally restricted to expenditure for particular purposes. Bicentennial center fund - To account for the activities of the City's convention center. Business improvement district fund - State law allows businesses within an area to voluntarily establish an improvement City. This fund is used to account for the assessments made on the District. All revenues are to be used within the Business Improvement District. Neighborhood park fund - To account for fees collected from new residential building projects in Salina. Expenditures are for acquisition or development of neighborhood parks in the growing areas of the community. Special parks and recreation fund - To account for liquor tax revenues, which must be used for park maintenance and improvements. Special alcohol fund - To account for liquor tax revenues, which must be used for programs, which address prevention, education or intervention for drug and alcohol abuse. Community development revolving fund - To account for funds, which may be loaned for housing and economic development, purposes, to later be repaid and reused on a revolving basis. Sales tax economic development fund - To account for 2.34% of the .75 cent sales tax designated for economic Development purposes. Downtown TIF District #1 fund – To account for revenues and expenditures related to the Tax Increment Financing District that was formed as part of the Downtown Revitalization Project. South 9th CID fund -To account for incremental sales tax revenues received and disbursed back to the developer as part of the Community Improvement District formed in 2015. State Grants fund – To account for grant revenue and expenditures received from the State of Kansas. 911 communications fund - To account for transitioning the receipt and administration of 911 fees to the City from the Kansas Department of Revenue and Saline County, as the City is now the public answering point. Monies will be used to pay for 911 related services. Kenwood cove capital fund - To account for the Special Sales Tax proceeds to be used to provide for long-term capital maintenance activity at the facility. Special law enforcement fund - To account for revenues received from the sale of forfeited assets acquired during drug enforcement activities. Expenses are limited to capital items to be used for further drug enforcement activities. Police grants fund - To account for revenues from grants, which are to be used for special police activities, including the D.A.R.E. program Federal grants fund - To account for grants received from the federal government to be used to monitor and mediate fair housing complaints. D.A.R.E. donations fund - To account for donations to the D.A.R.E. program. War memorial maintenance fund - To account for monies to be used for maintenance of the local war memorial. Arts & humanities fund - To account for revenues and expenses associated with arts and humanities activities. Federal CARE grant fund - To account for revenue and expenses associated with the CARE Grant. Police Department federal forfeiture funds - To account for revenue and expenses associated with federal Equitable Sharing Program funds. 75 CITY OF SALINA, KANSAS COMBINING STATEMENTS - NONMAJOR FUNDS NONMAJOR SPECIAL REVENUE FUNDS - CONTINUED Homeowners’ assistance fund - To receive donations and/or other funds to assist low and moderate income persons in improving their homes. Private grants fund – To account for revenues and expenditures related to grants received from private entities with specific purposes. Animal shelter donations fund – To accumulate donations and account for expenses to benefit the animal shelter. NONMAJOR PERMANENT FUNDS Permanent funds are used to report resources that are legally restricted to the extent that only earnings, not principal, may be used for purposes that support the reporting government’s programs. Cemetery endowment fund - To account for amounts expended for perpetual care of the City cemetery. Interest earnings are used for cemetery maintenance. Mausoleum endowment fund - To account for amounts charged for perpetual care of the City mausoleum. Interest earnings are used for mausoleum maintenance. Tricentennial commission fund - To account for donations to be used to celebrate the nation's tricentennial in the year 2076. Total Total Nonmajor Total Nonmajor Nonmajor Debt Nonmajor Special Revenue Permanent Service Governmental Funds Funds Fund Funds ASSETS Cash and investments 3,371,618$ 527,536$ 962,774$ 4,861,928$ Receivables Accounts 2,012 --2,012 Total assets 3,373,630$ 527,536$ 962,774$ 4,863,940$ LIABILITIES AND FUND BALANCES Liabilities: Accounts payable 170,244$ -$23,179$ 193,423$ Total liabilities 170,244 -23,179 193,423 Fund balances: Restricted 570,175 - 939,595 1,509,770 Committed 2,487,479 527,536 - 3,015,015 Assigned 145,732 --145,732 Total fund balances 3,203,386 527,536 939,595 4,670,517 Total liabilities and fund balances 3,373,630$ 527,536$ 962,774$ 4,863,940$ CITY OF SALINA, KANSAS COMBINING BALANCE SHEET NONMAJOR GOVERNMENTAL FUNDS December 31, 2019 See independent auditor's report on the financial statements. 76 Total Total Nonmajor Total Nonmajor Nonmajor Debt Nonmajor Special Revenue Permanent Service Governmental Funds Funds Fund Funds REVENUES Taxes 822,506$ -$ -$822,506$ Intergovernmental 1,264,173 - 523,392 1,787,565 Charges for services 486,443 8,027 - 494,470 Licenses and permits 4,500 -- 4,500 Investment revenue 9,262 5,343 14,828 29,433 Donations 90,084 -- 90,084 Miscellaneous 43,956 --43,956 Total revenues 2,720,924 13,370 538,220 3,272,514 EXPENDITURES Current Culture and recreation 1,667,994 -- 1,667,994 Public safety 256,444 -- 256,444 Public health and sanitation 303,950 -- 303,950 Planning and development 396,101 -- 396,101 Miscellaneous - 35 -35 Debt service Principal retirement -- 185,000 185,000 Interest and other charges -- 47,278 47,278 Capital outlay 1,096,882 --1,096,882 Total expenditures 3,721,371 35 232,278 3,953,684 Excess [deficiency] of revenues over [under] expenditures [1,000,447] 13,335 305,942 [681,170] Other financing sources [uses] Transfers in 1,472,014 --1,472,014 Total other financing sources [uses]1,472,014 --1,472,014 Net change in fund balance 471,567 13,335 305,942 790,844 Fund balance - Beginning of year 2,713,491 514,201 633,653 3,861,345 Prior period adjustment 18,328 --18,328 Fund balance - Beginning of year, restated 2,731,819 514,201 633,653 3,879,673 Fund balance - End of year 3,203,386$ 527,536$ 939,595$ 4,670,517$ For the Year Ended December 31, 2019 CITY OF SALINA, KANSAS COMBINING STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES NONMAJOR GOVERNMENTAL FUNDS See independent auditor's report on the financial statements. 77 Business Special Bicentennial Improvement Neighborhood Parks & Special Center District Park Recreation Alcohol ASSETS Cash and investments 262,848$ 4,661$ 28,751$ 352,039$ 234$ Receivables Accounts -2,012 --- Total assets 262,848$ 6,673$ 28,751$ 352,039$ 234$ LIABILITIES AND FUND BALANCES Liabilities: Accounts payable 62,865$ -$-$3,173$-$ Total liabilities 62,865 --3,173 - Fund balance: Restricted - 6,673 - 348,866 234 Committed 199,983 - 28,751 -- Assigned ----- Total fund balance [deficit]199,983 6,673 28,751 348,866 234 Total liabilities and fund balances 262,848$ 6,673$ 28,751$ 352,039$ 234$ CITY OF SALINA, KANSAS COMBINING BALANCE SHEET NONMAJOR SPECIAL REVENUE FUNDS For the Year Ended December 31, 2019 Community Sales Tax Downtown Development Economic TIF South State 911 Revolving Development District #1 9th CID Grants Communications 186,307$ 714,710$ 435,642$ 23,828$ 6,493$ 521,108$ ------ 186,307$ 714,710$ 435,642$ 23,828$ 6,493$ 521,108$ -$6,147$ -$22,554$ -$71,803$ -6,147 -22,554 -71,803 186,307 ---- - - 708,563 435,642 1,274 6,493 303,573 -----145,732 186,307 708,563 435,642 1,274 6,493 449,305 186,307$ 714,710$ 435,642$ 23,828$ 6,493$ 521,108$ See independent auditor's report on the financial statements. 7 Kenwood Special Cove Law Police Federal DARE Capital Enforcement Grants Grants Donations ASSETS Cash and investments 135,189$ 82$-$41,125$28,571$ Receivables Accounts ----- Total assets 135,189$ 82$-$41,125$28,571$ LIABILITIES AND FUND BALANCES Liabilities: Accounts payable -$-$-$-$458$ Total liabilities ----458 Fund balance: Restricted ----- Committed 135,189 82 - 41,125 28,113 Assigned ----- Total fund balance [deficit]135,189 82 -41,125 28,113 Total liabilities and fund balances 135,189$ 82$-$41,125$28,571$ CITY OF SALINA, KANSAS COMBINING BALANCE SHEET NONMAJOR SPECIAL REVENUE FUNDS (Continued) For the Year Ended December 31, 2019 Police War Federal Department Animal Memorial Arts & CARE Federal Homeowners' Private Shelter Maintenance Humanities Grant Forfeiture Funds Assistance Grants Donations Totals 30,730$ 50,141$ 26,141$ 99$16,845$ 1,954$ 504,120$ 3,371,618$ -------2,012 30,730$ 50,141$ 26,141$ 99$16,845$ 1,954$ 504,120$ 3,373,630$ -$377$-$ -$-$-$2,867$ 170,244$ -377 ----2,867 170,244 -- 26,141 -- 1,954 - 570,175 30,730 49,764 - 99 16,845 - 501,253 2,487,479 -------145,732 30,730 49,764 26,141 99 16,845 1,954 501,253 3,203,386 30,730$ 50,141$ 26,141$ 99$16,845$ 1,954$ 504,120$ 3,373,630$ See independent auditor's report on the financial statements. 7 Business Special Bicentennial Improvement Neighborhood Parks & Special Center District Park Recreation Alcohol Revenues Taxes -$-$-$-$-$ Intergovernmental --- 227,304 227,304 Charges for services - 83,916 --- Licenses and permits -- 4,500 -- Investment revenue ----- Donations ----- Miscellaneous ----- Total Revenues -83,916 4,500 227,304 227,304 Expenditures Current Culture and recreation 663,614 ---- Public safety ----- Public health and sanitation ---- 227,304 Planning and development - 85,201 --- Capital outlay ---150,959 - Total Expenditures 663,614 85,201 -150,959 227,304 Excess [deficiency] of revenues over [under] expenditures [663,614] [1,285] 4,500 76,345 - Other financing sources [uses] Transfers in 765,916 ---- Total other financing sources [uses]765,916 ---- Net change in fund balance 102,302 [1,285] 4,500 76,345 - Fund balance, beginning of year 97,681 7,958 24,251 272,521 234 Prior period adjustment ----- Fund balance, beginning of year, restated 97,681 7,958 24,251 272,521 234 Fund balance, end of year 199,983$ 6,673$ 28,751$ 348,866$ 234$ For the Year Ended December 31, 2019 CITY OF SALINA, KANSAS COMBINING STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES NONMAJOR SPECIAL REVENUE FUNDS Community Sales Tax Downtown Development Economic TIF South State 911 Revolving Development District #1 9th CID Grants Communications -$344,976$ 234,765$ 242,765$ -$-$ ----351,254 344,954 ----- - ----- - -- 4,688 27 -4,234 ----- - ---13,411 -- -344,976 239,453 256,203 351,254 349,188 ----- - -----256,444 ----- - -- 41,767 256,176 -- -533,898 --352,774 - -533,898 41,767 256,176 352,774 256,444 -[188,922]197,686 27 [1,520] 92,744 ------ ------ -[188,922]197,686 27 [1,520] 92,744 186,307 897,485 237,956 1,247 8,013 356,561 ------ 186,307 897,485 237,956 1,247 8,013 356,561 186,307$ 708,563$ 435,642$ 1,274$ 6,493$ 449,305$ See independent auditor's report on the financial statements.  Kenwood Special Cove Law Police Federal DARE Capital Enforcement Grants Grants Donations Revenues Taxes -$ -$-$-$-$ Intergovernmental -- 25,557 37,800 - Charges for services ----- Licenses and permits ----- Investment revenue ----- Donations ----- Miscellaneous ----15,752 Total Revenues --25,557 37,800 15,752 Expenditures Current Culture and recreation - ---- Public safety ----- Public health and sanitation ----- Planning and development -- - - 12,957 Capital outlay 39,910 -19,341 -- Total Expenditures 39,910 -19,341 -12,957 Excess [deficiency] of revenues over [under] expenditures [39,910] -6,216 37,800 2,795 Other financing sources [uses] Transfers in 68,350 ---- Total other financing sources [uses]68,350 ---- Net change in fund balance 28,440 -6,216 37,800 2,795 Fund balance, beginning of year 106,749 82 [24,544] 3,325 25,318 Prior period adjustment --18,328 -- Fund balance, beginning of year, restated 106,749 82 [6,216] 3,325 25,318 Fund balance, end of year 135,189$ 82$ -$ 41,125$ 28,113$ CITY OF SALINA, KANSAS COMBINING STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES NONMAJOR SPECIAL REVENUE FUNDS (Continued) For the Year Ended December 31, 2019 Police War Federal Department Animal Memorial Arts & CARE Federal Homeowners' Private Shelter Maintenance Humanities Grant Forfeiture Funds Assistance Grants Donations Totals -$-$-$-$-$-$-$822,506$ -- ---- 50,000 1,264,173 - 402,527 ----- 486,443 --- ----4,500 313 - ----- 9,262 -- ---- 90,084 90,084 -12,163 --2,630 --43,956 313 414,690 --2,630 -140,084 2,720,924 - 1,004,380 ----- 1,667,994 -- ----- 256,444 -- ---- 76,646 303,950 -- ----- 396,101 -------1,096,882 -1,004,380 ----76,646 3,721,371 313 [589,690] --2,630 -63,438 [1,000,447] -637,748 -----1,472,014 -637,748 -----1,472,014 313 48,058 --2,630 -63,438 471,567 30,417 1,706 26,141 99 14,215 1,954 437,815 2,713,491 -------18,328 30,417 1,706 26,141 99 14,215 1,954 437,815 2,731,819 30,730$ 49,764$ 26,141$ 99$16,845$ 1,954$ 501,253$3,203,386$ See independent auditor's report on the financial statements.  Cemetery Mausoleum Tricentennial ASSETS Endowment Endowment Commission Total Cash and investments 519,578$ 2,063$ 5,895$ 527,536$ Total assets 519,578$ 2,063$ 5,895$ 527,536$ LIABILITIES AND FUND BALANCES Liabilities Accounts payable -$-$-$-$ Total liabilities ---- Fund balances Committed 519,578 2,063 5,895 527,536 Total liabilities and fund balances 519,578$ 2,063$ 5,895$ 527,536$ CITY OF SALINA, KANSAS COMBINING BALANCE SHEET December 31, 2019 NONMAJOR PERMANENT FUNDS See independent auditor's report on the financial statements. 82 Cemetery Mausoleum Tricentennial Endowment Endowment Commission Total Revenues Charges for services 8,027$ -$-$8,027$ Investment revenue 5,262 21 60 5,343 Total revenues 13,289 21 60 13,370 Expenditures Miscellaneous 35 --35 Total expenditures 35 --35 Net change in fund balance 13,254 21 60 13,335 Fund balances - beginning of year 506,324 2,042 5,835 514,201 Fund balances - end of year 519,578$ 2,063$ 5,895$ 527,536$ NONMAJOR PERMANENT FUNDS For the Year Ended December 31, 2019 CITY OF SALINA, KANSAS COMBINING STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES See independent auditor's report on the financial statements. 83 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) BICENTENNIAL CENTER FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Investment revenue -$10,000$ 10,000$ (10,000)$ Total revenues -10,000 10,000 (10,000) Expenditures Culture and recreation 663,614 725,000 725,000 61,386 Total expenditures 663,614 725,000 725,000 61,386 Excess [deficiency] of revenues over [under] expenditures [663,614][715,000][715,000]51,386 Other financing sources [uses] Transfers in 765,916 754,496 754,496 11,420 Total other financing sources [uses]765,916 754,496 754,496 11,420 Excess [deficiency] of revenues and other sources over [under] expenditures and other [uses]102,302 39,496 39,496 62,806 Unreserved fund balance, January 1 97,681 27,647 27,647 70,034 Unreserved fund balance/GAAP fund balance December 31 199,983$ 67,143$ 67,143$ 132,840$ Budgeted Amounts See independent auditor's report on the financial statements. 84 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) BUSINESS IMPROVEMENT DISTRICT FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Charges for services 83,701$ 90,513$ 90,513$ [6,812]$ Investment revenue - 15 15 [15] Total revenues 83,701 90,528 90,528 [6,827] Expenditures Planning and development 85,201 90,500 90,500 5,299 Total expenditures 85,201 90,500 90,500 5,299 Excess [deficiency] of revenues over [under] expenditures [1,500] 28 28 [1,528] Unreserved fund balance, January 1 6,161 13,303 13,303 [7,142] Unreserved fund balance, December 31 4,661 13,331$ 13,331$ [8,670]$ Reconciliation to GAAP Accounts receivable 2,012 GAAP Fund Balance, December 31 6,673$ Budgeted Amounts See independent auditor's report on the financial statements. 85 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) NEIGHBORHOOD PARK FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Licenses and permits 4,500$ 5,500$ 5,500$ [1,000]$ Investment revenue -50 50 [50] Total revenues 4,500 5,550 5,550 [1,050] Expenditures Capital outlay -10,000 10,000 10,000 Total expenditures -10,000 10,000 10,000 Excess [deficiency] of revenues over [under] expenditures 4,500 [4,450] [4,450] 8,950 Unreserved fund balance, January 1 24,251 32,099 32,099 [7,848] Unreserved fund balance/GAAP fund balance December 31 28,751$ 27,649$ 27,649$ 1,102$ Budgeted Amounts See independent auditor's report on the financial statements. 86 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) SPECIAL PARKS AND RECREATION FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Intergovernmental 227,304$ 213,751$ 213,751$ 13,553$ Investment revenue -100 100 [100] Total revenues 227,304 213,851 213,851 13,453 Expenditures Capital outlay 885 259,000 259,000 258,115 Total expenditures 885 259,000 259,000 258,115 Excess [deficiency] of revenues over [under] expenditures 226,419 [45,149] [45,149] 271,568 Unreserved fund balance, January 1 122,447 109,993 109,993 12,454 Unreserved fund balance/GAAP fund balance December 31 348,866$ 64,844$ 64,844$ 284,022$ Budgeted Amounts See independent auditor's report on the financial statements. 87 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) SPECIAL ALCOHOL FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Intergovernmental 227,304$ 213,751$ 250,000$ [22,696]$ Total revenues 227,304 213,751 250,000 [22,696] Expenditures Public health and sanitation 227,304 213,751 250,000 22,696 Total expenditures 227,304 213,751 250,000 22,696 Excess [deficiency] of revenues over [under] expenditures ---- Unreserved fund balance, January 1 234 164 234 - Unreserved fund balance/GAAP fund balance December 31 234$ 164$ 234$ -$ Budgeted Amounts See independent auditor's report on the financial statements. 88 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) SALES TAX ECONOMIC DEVELOPMENT FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Taxes 344,976$ 354,987$ 354,987$ [10,011]$ Investment revenue -2,000 2,000 [2,000] Total revenues 344,976 356,987 356,987 [12,011] Expenditures Capital outlay 533,898 480,000 555,000 21,102 Total expenditures 533,898 480,000 555,000 21,102 Excess [deficiency] of revenues over [under] expenditures [188,922] [123,013] [198,013] 9,091 Unreserved fund balance, January 1 897,485 878,081 897,485 - Unreserved fund balance/GAAP fund balance December 31 708,563$ 755,068$ 699,472$ 9,091$ Budgeted Amounts See independent auditor's report on the financial statements. 89 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) ARTS & HUMANITIES FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Charges for services 402,527$ 320,400$ 320,400$ 82,127$ Miscellaneous 12,163 99,800 99,800 [87,637] Total revenues 414,690 420,200 420,200 [5,510] Expenditures Culture and recreation 1,004,380 1,066,349 1,066,349 61,969 Total expenditures 1,004,380 1,066,349 1,066,349 61,969 Excess [deficiency] of revenues over [under] expenditures [589,690][646,149][646,149]56,459 Other financing sources [uses] Transfers in 637,748 665,000 665,000 [27,252] Total other financing sources [uses]637,748 665,000 665,000 [27,252] Excess [deficiency] of revenues and other sources over [under] expenditures and other [uses]48,058 18,851 18,851 29,207 Unreserved fund balance, January 1 1,706 63,793 63,793 [62,087] Unreserved fund balance/GAAP fund balance December 31 49,764$ 82,644$ 82,644$ [32,880]$ Budgeted Amounts See independent auditor's report on the financial statements. 90 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) DEBT SERVICE FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Taxes Real estate taxes 2,620,653$ 2,850,000$ 2,850,000$ [229,347]$ Delinquent taxes 43,289 55,000 55,000 [11,711] Motor vehicle taxes 305,502 287,142 287,142 18,360 Special assessments 1,540,285 1,710,000 1,710,000 [169,715] Investment revenue - 2,500 2,500 [2,500] Miscellaneous 94,519 --94,519 Total revenues 4,604,248 4,904,642 4,904,642 [300,394] Expenditures Debt Service Principal retirement 5,413,015 5,729,365 5,729,365 316,350 Interest and other charges 1,536,834 1,589,855 1,589,855 53,021 Total expenditures 6,949,849 7,319,220 7,319,220 369,371 Excess [deficiency] of revenues over [under] expenditures [2,345,601] [2,414,578] [2,414,578] 68,977 Other financing sources [uses] Transfers in 1,632,958 2,000,000 2,000,000 [367,042] Total other financing sources [uses]1,632,958 2,000,000 2,000,000 [367,042] Excess [deficiency] of revenues and other sources over [under] expenditures and other [uses][712,643] [414,578] [414,578] [298,065] Unreserved fund balance, January 1 1,801,968 942,248 942,248 859,720 Unreserved fund balance, December 31 1,089,325 527,670$ 527,670$ 561,655$ Reconciliation to GAAP Taxes receivable 3,105,131 Deferred revenue [3,052,038] GAAP Fund Balance, December 31 1,142,418$ Budgeted Amounts See independent auditor's report on the financial statements.  CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN NET ASSETS - BUDGET AND ACTUAL (NON - GAAP BASIS) SOLID WASTE DISPOSAL FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Charges for services 3,073,363$ 2,369,000$ 2,369,000$ 704,363$ Investment revenue -4,000 4,000 [4,000] Miscellaneous 416,369 32,000 32,000 384,369 Total revenues 3,489,732 2,405,000 2,405,000 1,084,732 Expenditures Public works 2,405,461 2,471,998 2,471,998 66,537 Total expenditures 2,405,461 2,471,998 2,471,998 66,537 Excess [deficiency] of revenues over [under] expenditures 1,084,271 [66,998] [66,998]1,151,269 Other financing sources [uses] Transfers [out][640,000][125,000] [125,000][515,000] Total other financing sources [uses][640,000][125,000] [125,000][515,000] Excess [deficiency] of revenues and other sources over [under] expenditures and other [uses]444,271 [191,998] [191,998] 636,269 Unreserved fund balance, January 1 4,004,416 3,858,116 3,858,116 146,300 Unreserved fund balance, December 31 4,448,687$ 3,666,118$ 3,666,118$ 782,569$ Budgeted Amounts See independent auditor's report on the financial statements. 92 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN NET ASSETS - BUDGET AND ACTUAL (NON - GAAP BASIS) WATER AND SEWER FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Charges for services 20,135,245$ 20,950,319$ 20,950,319$ [815,074]$ Investment revenue - 25,000 25,000 [25,000] Miscellaneous 4,880 10,000 10,000 [5,120] Total revenues 20,140,125 20,985,319 20,985,319 [845,194] Expenditures Public works 10,990,480 15,007,493 15,007,493 4,017,013 Total expenditures 10,990,480 15,007,493 15,007,493 4,017,013 Excess [deficiency] of revenues over [under] expenditures 9,149,645 5,977,826 5,977,826 3,171,819 Other financing sources [uses] Transfers in - 122,200 122,200 [122,200] Transfers [out][7,790,425][6,800,000][6,800,000][990,425] Total other financing sources [uses][7,790,425][6,677,800][6,677,800][1,112,625] Excess [deficiency] of revenues and other sources over [under] expenditures and other [uses]1,359,220 [699,974] [699,974] 2,059,194 Unreserved fund balances, January 1 12,283,191 10,134,124 10,134,124 2,149,067 Unreserved fund balances, December 31 13,642,411$ 9,434,150$ 9,434,150$ 4,208,261$ Budgeted Amounts See independent auditor's report on the financial statements. 93 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN NET ASSETS - BUDGET AND ACTUAL (NON - GAAP BASIS) SANITATION FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Charges for services 3,228,431$ 3,450,000$ 3,450,000$ [221,569]$ Investment revenue -3,500 3,500 [3,500] Total revenues 3,228,431 3,453,500 3,453,500 [225,069] Expenditures Public works 2,479,468 3,136,223 3,136,223 656,755 Total expenditures 2,479,468 3,136,223 3,136,223 656,755 Excess [deficiency] of revenues over [under] expenditures 748,963 317,277 317,277 431,686 Other financing sources [uses] Transfers [out][491,500][411,500][411,500][80,000] Total other financing sources [uses][491,500][411,500][411,500][80,000] Excess [deficiency] of revenues and other sources over [under] expenditures and other [uses]257,463 [94,223] [94,223] 351,686 Unreserved fund balance, January 1 1,468,134 1,695,957 1,695,957 [227,823] Unreserved fund balances, December 31 1,725,597$ 1,601,734$ 1,601,734$ 123,863$ Budgeted Amounts See independent auditor's report on the financial statements. 94 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN NET ASSETS - BUDGET AND ACTUAL (NON - GAAP BASIS) GOLF COURSE FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Charges for services 809,636$ 845,997$ 845,997$ [36,361]$ Investment revenue -350 350 [350] Miscellaneous 97,562 120,000 120,000 [22,438] Total revenues 907,198 966,347 966,347 [59,149] Expenditures Recreation 935,700 955,806 955,806 20,106 Total expenditures 935,700 955,806 955,806 20,106 Excess [deficiency] of revenues over [under] expenditures [28,502]10,541 10,541 [39,043] Other financing sources [uses] Transfers [out]---- Total other financing sources [uses]---- Excess [deficiency] of revenues and other sources over [under] expenditures and other [uses][28,502] 10,541 10,541 [39,043] Unreserved fund balance, January 1 50,211 128,476 128,476 [78,265] Unreserved fund balances, December 31 21,709$ 139,017$ 139,017$ [117,308]$ Budgeted Amounts See independent auditor's report on the financial statements. 95 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) WORKERS' COMPENSATION RESERVE FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Charges for services 312,852$ 312,933$ 312,933$ [81]$ Investment revenue - 2,500 2,500 [2,500] Miscellaneous 109 3,000 3,000 [2,891] Total revenues 312,961 318,433 318,433 [5,472] Expenditures General government 336,880 430,418 430,418 93,538 Total expenditures 336,880 430,418 430,418 93,538 Excess [deficiency] of revenues over [under] expenditures [23,919] [111,985] [111,985] 88,066 Unreserved fund balance, January 1 1,086,849 761,583 761,583 325,266 Unreserved fund balances, December 31 1,062,930$ 649,598$ 649,598$ 413,332$ Budgeted Amounts See independent auditor's report on the financial statements. 96 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) HEALTH INSURANCE FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Charges for services 6,055,450$ 7,523,584$ 6,200,000$ [144,550]$ Investment revenue - 5,000 - - Miscellaneous 49,526 25,000 -49,526 Total revenues 6,104,976 7,553,584 6,200,000 [95,024] Expenditures General government 7,028,930 6,747,554 7,050,550 21,620 Total expenditures 7,028,930 6,747,554 7,050,550 21,620 Excess [deficiency] of revenues over [under] expenditures [923,954] 806,030 [850,550] [73,404] Unreserved fund balance, January 1 3,112,407 761,583 3,112,407 - Unreserved fund balances, December 31 2,188,453$ 1,567,613$ 2,261,857$ [73,404]$ Budgeted Amounts See independent auditor's report on the financial statements. 97 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) CENTRAL GARAGE FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Charges for services 1,430,533$ -$-$1,430,533$ Investment revenue -40 40 [40] Miscellaneous 3,997 7,500 7,500 [3,503] Total revenues 1,434,530 7,540 7,540 1,426,990 Expenditures General government 1,474,000 1,564,012 1,564,012 90,012 Total expenditures 1,474,000 1,564,012 1,564,012 90,012 Excess [deficiency] of revenues over [under] expenditures [39,470][1,556,472][1,556,472]1,517,002 Other financing sources [uses] Transfers in 140,000 1,633,644 1,633,644 [1,493,644] Total other financing sources [uses]140,000 1,633,644 1,633,644 [1,493,644] Excess [deficiency] of revenues and other sources over [under] expenditures and other [uses]100,530 77,172 77,172 23,358 Unreserved fund balance, January 1 54,128 1,130,194 1,130,194 [1,076,066] Unreserved fund balance, December 31 154,658$ 1,207,366$ 1,207,366$ [1,052,708]$ Budgeted Amounts See independent auditor's report on the financial statements. 98 99 CITY OF SALINA, KANSAS INTERNAL SERVICE FUNDS Internal service funds are used to account for the financing of goods or services provided by one agency to other departments or agencies of the government and to other governmental units on a cost reimbursement basis. Workers' compensation reserve fund - To account for the costs of providing a partially self-insured workers' compensation plan and for accumulating the necessary reserve amounts. Health insurance fund - To account for the costs of providing a partially self-insured health insurance and for accumulating the necessary reserve amounts. Central garage fund - To account for the accumulation and allocation for costs associated with the City's centralized vehicle repair shop. Total Workers'Internal Compensation Health Central Service ASSETS Reserve Insurance Garage Funds Current assets: Cash and investments 1,063,855$ 2,188,454$200,144$3,452,453$ Inventory and prepaid supplies --127,892 127,892 Total current assets 1,063,855 2,188,454 328,036 3,580,345 Capital assets: Capital assets -- 168,234 168,234 Less: accumulated depreciation --153,601 153,601 Total capital assets --14,633 14,633 Total assets 1,063,855 2,188,454 342,669 3,594,978 Deferred outflows of resources: KPERS OPEB deferred outflows of resources -- 2,832 2,832 Pension deferred outflows of resources --22,769 22,769 Total deferred outflows of resources --25,601 25,601 Total assets and deferred outflows of resources 1,063,855$ 2,188,454$368,270$3,620,579$ Liabilities: Current liabilities (payable from current assets): Accounts payable 925$ -$45,485$ 46,410$ Current portion of compensated absences payable -- 22,917 22,917 Current portion of accrued claims payable 159,754 489,418 -649,172 Total current liabilities (payable from current assets)160,679 489,418 68,402 718,499 Noncurrent liabilities: Compensated absences payable -- 8,529 8,529 Accrued claims payable 151,818 -- 151,818 Net KPERS OPEB obligation -- 10,128 10,128 Net pension liability --156,268 156,268 Total noncurrent liabilities 151,818 -174,925 326,743 Total liabilities 312,497 489,418 243,327 1,045,242 Deferred inflows of resources KPERS OPEB deferred inflows of resources -- 1,942 1,942 Pension deferred inflows of resources --7,667 7,667 Total deferred inflows of resources --9,609 9,609 Total liabilities and deferred inflows of resources 312,497$ 489,418$ 252,936$1,054,851$ Net Position Invested in capital assets, net of related debt -$-$14,633$ 14,633$ Unrestricted 751,358 1,699,036 100,701 2,551,095 Total net position 751,358$ 1,699,036$115,334$2,565,728$ CITY OF SALINA, KANSAS COMBINING STATEMENT OF NET POSITION INTERNAL SERVICE FUNDS December 31, 2019 See independent auditor's report on the financial statements. 100 Total Workers'Internal Compensation Health Central Service Reserve Insurance Garage Funds Operating revenues Charges for services 312,852$ 6,055,450$ 1,430,533$ 7,798,835$ Miscellaneous 109 49,526 10,668 60,303 Total operating revenues 312,961 6,104,976 1,441,201 7,859,138 Operating expenses General government 409,674 7,137,367 1,435,290 8,982,331 Depreciation --7,699 7,699 Total operating expenses 409,674 7,137,367 1,442,989 8,990,030 Operating income [loss][96,713] [1,032,391][1,788] [1,130,892] Nonoperating revenues [expenses] Investment revenue - - - - Total other operating revenues [expenses]- - - - Income [loss] before transfers [96,713] [1,032,391][1,788] [1,130,892] Transfers from [to] other funds Transfers in - - 140,000 140,000 Total transfers --140,000 140,000 Change in net position [96,713] [1,032,391] 138,212 [990,892] Net position, January 1 848,071 2,731,427 [22,878] 3,556,620 Net position, December 31 751,358$ 1,699,036$ 115,334$ 2,565,728$ COMBINING STATEMENT OF REVENUES, EXPENSES INTERNAL SERVICE FUND CITY OF SALINA, KANSAS For the Year Ended December 31, 2019 AND CHANGES IN NET POSITION See independent auditor's report on the financial statements. 101 Total Workers'Internal Compensation Health Central Service Reserve Insurance Garage Funds Cash flows from operating activities Cash received from customers and users 385,646$ 6,163,888$1,430,533$7,980,067$ Cash paid to suppliers of goods or services [409,516] [7,137,367] [1,187,563] [8,734,446] Cash paid to employees -- [288,556] [288,556] Other operating receipts 109 49,526 10,668 60,303 Net cash provided by [used in] operating activities [23,761] [923,953] [34,918] [982,632] Cash flows from investing activities Interest received ---- Cash flows from noncapital financing activities Transfers in --140,000 140,000 Net cash provided by [used in] noncapital financing activities --140,000 140,000 Net increase [decrease] in cash and cash equivalents [23,761] [923,953] 105,082 [842,632] Cash and cash equivalents, January 1 1,087,616 3,112,407 95,062 4,295,085 Cash and cash equivalents, December 31 1,063,855$ 2,188,454$200,144$ 3,452,453$ For the Year Ended December 31, 2019 CITY OF SALINA, KANSAS INTERNAL SERVICE FUNDS COMBINING STATEMENT OF CASH FLOWS See independent auditor's report on the financial statements. Total Workers'Internal Compensation Health Central Service Reserve Insurance Garage Funds Reconciliation of operating [loss] income to net cash provided by [used in] operating activities Operating income [loss][96,713]$ [1,032,391]$ [1,788]$ [1,130,892]$ Adjustments to reconcile operating income [loss] to net cash provided by [used in] operating activities Depreciation expense -- 7,699 7,699 [Increase] decrease in inventory -- [16,406] [16,406] [Increase] decrease in deferred outflows -- 1,085 1,085 Increase [decrease] in accounts payable 158 - [2,120] [1,962] Increase [decrease] in accrued compensated absences -- [27,942] [27,942] Increase [decrease] in net pension liability -- 1,719 1,719 Increase [decrease] in KPERS OPEB liability -- 4,659 4,659 Increase [decrease] in claims payable 72,794 108,438 - 181,232 Increase [decrease] in deferred inflows --[1,824] [1,824] Net cash provided by [used in] operating activities [23,761]$ [923,953]$ [34,918]$ [982,632]$ For the Year Ended December 31, 2019 CITY OF SALINA, KANSAS INTERNAL SERVICE FUNDS (Continued) COMBINING STATEMENT OF CASH FLOWS See independent auditor's report on the financial statements. 103 104 CITY OF SALINA, KANSAS AGENCY FUNDS Agency funds are used to account for assets held by the government as an agent for individuals, private organizations, other governments and/or other funds. Special assessment escrow agency fund - To account for property owners' prepayment on outstanding special assessments. Fire insurance proceeds agency fund - To account for insurance proceeds received for severely damaged buildings the insurance proceeds, plus interest, are returned to the property owners when the buildings are repaired or demolished. Payroll clearing agency fund - To account for interfund payroll receivables and payables for all City funds. Court bond and restitution agency fund - To account for bonds and restitution remitted to the court and awaiting court orders for distribution. Police investigation account agency fund - To account for monies held by the police department for use in investigations. Citizenship agency fund - To account for donations received and used for the citizenship fund. Section 125 plan agency fund - To account for monies held for the Section 125 plan. DTF federal forfeiture fund – To account for revenues and expenditures related to the sale of assets acquired during drug enforcement activities as they related to federal cases. Expenses are limited to equipment and training for the Drug Task Force. DTF local fund – To account for revenues and expenditures related to the sale of assets acquired during drug enforcement activities as they relate to local cases. Expenses are limited to equipment and training for the Drug Task Force. DTF reserve fund – To account for revenues and expenditures related to State of Kansas Drug Tax Distributions. Expenses are limited to equipment and training for the Drug Task Force. Beechcraft remediation settlement fund -To account for revenues and expenditures related to the bankruptcy of Beechcraft and the former Schilling Airforce Base remediation case. Bail bond escrow fund – To account for funds being held in escrow for bonds issued by Municipal Court. Special Fire Court Police Section Beechcraft Bail Assessment Insurance Payroll Bond and Investigation 125 DTF DTF Remediation Bond Escrow Proceeds Clearing Restitution Account Citizenship Plan Local Reserve Settlement Escrow Totals ASSETS: Cash and investments 116,682$ [1,012]$ [356,434]$ 22,527$ 3,383$ 28,827$ 197,372$30,068$46,313$181,235$ 1,135$270,096$ Total assets 116,682$ [1,012]$ [356,434]$ 22,527$ 3,383$ 28,827$ 197,372$30,068$46,313$181,235$ 1,135$270,096$ LIABILITIES: Accounts payable 116,682$ [1,012]$ [356,434]$ 22,527$ 3,383$ 28,827$ 197,372$30,068$46,313$181,235$ 1,135$270,096$ Total liabilities 116,682$ [1,012]$ [356,434]$ 22,527$ 3,383$ 28,827$ 197,372$30,068$46,313$181,235$ 1,135$270,096$ December 31, 2019 CITY OF SALINA, KANSAS COMBINING BALANCE SHEET AGENCY FUNDS See independent auditor's report on the financial statements.  Balance Balance December 31,December 31, 2018 Additions Deductions 2019 Cash and investments Special Assessment Escrow 108,806$ 7,876$ -$116,682$ Fire Insurance Proceeds 18,967 35,627 55,606 [1,012] Payroll Clearing [339,790]- 16,644 [356,434] Court Bond and Restitution 18,811 3,716 - 22,527 Police Investigation Account 3,381 2 - 3,383 Citizenship Trust 30,797 18,116 20,086 28,827 Section 125 Plan Fund 215,857 348,820 367,305 197,372 DTF Local 41,240 14,896 26,068 30,068 DTF Reserve 33,475 17,986 5,148 46,313 Beechcraft Remediation Settlement 179,386 1,849 - 181,235 Bail Bond Escrow 1,135 --1,135 Total Assets 312,065$ 448,888$ 490,857$ 270,096$ Accounts Payable Special Assessment Escrow 108,806$ 7,876$ -$116,682$ Fire Insurance Proceeds 18,967 35,627 55,606 [1,012] Payroll Clearing [339,790]- 16,644 [356,434] Court Bond and Restitution 18,811 3,716 - 22,527 Police Investigation Account 3,381 2 - 3,383 Citizenship Trust 30,797 18,116 20,086 28,827 Section 125 Plan Fund 215,857 348,820 367,305 197,372 DTF Local 41,240 14,896 26,068 30,068 DTF Reserve 33,475 17,986 5,148 46,313 Beechcraft Remediation Settlement 179,386 1,849 - 181,235 Bail Bond Escrow 1,135 --1,135 Total liabilities 312,065$ 448,888$ 490,857$ 270,096$ CITY OF SALINA, KANSAS COMBINING STATEMENT OF CHANGES IN ASSETS AND LIABILITIES For the Year Ended December 31, 2019 AGENCY FUNDS See independent auditor's report on the financial statements. 106 67$7,67,&$/6(&7,21 2010Amount % Amount % Amount % Amount % Amount % Amount % Amount % Amount % Amount %Amount %Governmental activitiesNet investment in capital assets113,001$96% 109,289$93% 112,929$94% 116,585$90% 115,589$ 90% 130,401$ 122% 124,635$108% 129,921$105% 144,846$ 109% 151,527$ 110%Restricted988 1% 1,712 1% 1,082 1% 1,210 1% 876 1% 1,224 1% 1,738 1% 2,012 2% 2,366 2%1,670 1%Unrestricted3,808 3% 6,333 5% 5,511 5% 11,628 9% 11,413 9% (24,922) -23% (10,505) -9% (8,232) -7% (13,759) -10% (14,839) -11% Total governmental activities net position117,797$100% 117,334$100% 119,522$100% 129,423$100% 127,878$ 100% 106,703$ 100% 115,868$100% 123,701$100% 133,453$ 100% 138,358$ 100%Business-type activitiesNet investment in capital assets48,078$ 75% 44,227$ 63% 50,857$ 69% 57,103$ 75% 61,721$ 75% 68,107$ 80% 62,427$ 71% 63,316$ 71% 62,368$ 69% 63,301$ 68%Restricted1,553 2% 1,553 2% 1,553 2% 1,553 2% 1,512 2% 1,512 2% 1,512 2% 1,512 2% 1,512 2%1,368 1%Unrestricted14,306 22% 24,528 35% 21,450 29% 17,794 23% 19,545 24% 15,610 18% 23,621 27% 24,255 27% 26,503 29%28,883 31%Total business-type activities net position63,937$ 100% 70,308$ 100% 73,860$ 100% 76,450$ 100% 82,778$ 100% 85,229$ 100% 87,560$ 100% 89,083$ 100% 90,383$ 100% 93,552$ 100%Primary governmentNet investment in capital assets161,080$89% 153,516$82% 163,786$85% 173,688$84% 177,311$ 84% 198,508$ 103% 187,062$92% 193,237$91% 207,213$ 93% 214,828$ 93%Restricted2,541 1% 3,216 2% 2,635 1% 2,763 1% 2,388 1% 2,736 1% 3,250 2% 3,524 2% 3,878 2%3,038 1%Unrestricted18,115 10% 30,867 16% 26,961 14% 29,422 14% 30,959 15% (9,312) -5% 13,116 6% 16,023 8% 12,744 6% 14,044 6%Total primary government net position181,736$100% 187,599$100% 193,382$100% 205,873$100% 210,658$ 100% 191,932$ 100% 203,428$100% 212,784$100% 223,835$ 100% 231,910$ 100%Source: City of Salina Comprehensive Annual Financial Reports, 2010 - 20192019201820172013201120162014Schedule 1City of Salina, KansasNet Position by ComponentLast Ten Fiscal Years20152012Fiscal Year(accrual basis of accounting)(in 000's) 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Expenses Governmental activities: General government 10,845$ 13,614$ 11,278$ 10,978$ 12,175$ 10,743$ 9,188$ 9,780$ 12,013$ 10,866$ Public safety 18,592 18,579 19,066 19,649 20,208 21,084 22,232 23,120 23,892 25,358 Public works 9,782 9,858 10,957 11,064 11,401 9,049 9,773 10,345 10,458 10,529 Public health and sanitation 1,365 1,368 1,383 1,369 347 995 1,095 1,126 1,256 1,156 Culture and recreation 8,572 6,693 5,338 4,809 5,156 6,517 6,612 6,880 7,040 6,879 Planning and development 3,716 3,450 3,362 3,399 3,236 1,915 2,047 1,835 2,369 2,522 Interest on long term debt 2,256 1,650 1,914 1,953 1,817 1,774 2,971 1,725 2,117 2,169 Total governmental activities expenses 55,128 55,212 53,298 53,221 54,340 52,077 53,918 54,811 59,145 59,479 Business-type activities:Solid waste disposal 3,010 2,945 2,067 3,532 1,867 1,766 2,335 2,365 2,382 2,871 Water and sewer 14,050 13,597 14,897 15,418 14,938 11,712 14,807 15,650 15,190 14,294 Sanitation 2,261 2,261 2,441 2,237 2,399 1,909 2,043 2,178 2,419 2,266 Golf course 817 825 723 768 837 821 792 852 926 888 Total business-type activities expenses 20,138 19,628 20,128 21,955 20,041 16,208 19,977 21,045 20,917 20,319 Total primary government expenses 75,266$ 74,840$ 73,426$ 75,176$ 74,381$ 68,285$ 73,895$ 75,856$ 80,062$ 79,798$ Program Revenues Governmental activities: Charges for services General government 5,143$ 6,106$ 6,328$ 5,548$ 5,662$ 3,151$ 3,134$ 3,470$ 3,569$ 3,401$ Public safety 3,969 3,766 4,290 4,656 4,222 4,600 4,891 4,601 4,815 4,357 Public works 198 262 306 277 255 193 238 348 285 309 Public health and sanitation 37 43 46 34 46 46 44 50 47 46 Culture and recreation 2,817 3,140 1,728 1,466 1,533 1,501 1,638 1,541 1,545 1,514 Planning and development 144 153 158 161 167 73 140 91 150 104 Operating grants and contibutions 3,415 2,907 4,495 4,200 4,015 3,394 4,332 4,541 4,299 4,540 Capital grants and contributions - - - - - - 733 - - - Total governmental activities program revenues 15,723 16,377 17,351 16,342 15,900 12,958 15,150 14,642 14,710 14,271 Business-type activities: Charges for services Solid waste disposal 2,853 2,904 3,137 3,138 3,024 2,519 2,795 3,165 3,097 3,082 Water and sewer 16,520 17,904 19,099 17,938 18,742 19,059 19,322 19,855 20,202 20,255 Sanitation 2,310 2,334 2,462 2,514 2,553 2,529 2,751 2,885 3,006 3,276 Golf course 736 636 783 719 811 820 789 798 756 810 Operating grants and contributions - 202 - - - - - - - - Capital grants and contributions -3,804 274 -115 ---- - Total business-type activities program revenues 22,419 27,784 25,755 24,309 25,245 24,927 25,657 26,703 27,061 27,423 Total primary government program revenues 38,142$ 44,161$ 43,106$ 40,651$ 41,145$ 37,885$ 40,807$ 41,345$ 41,771$ 41,694$ Net (Expense) Revenue Governmental activities (39,405)$ (38,835)$ (35,947)$ (36,879)$ (38,440)$ (39,119)$ (38,768)$ (40,169)$(39,800)$(45,208)$ Business-type activities 2,281 8,156 5,627 2,354 5,204 8,719 5,680 5,658 6,143 7,103 Total primary government net expense (37,124)$ (30,679)$ (30,320)$ (34,525)$ (33,236)$ (30,400)$ (33,088)$ (34,511)$(33,657)$(38,105)$ General Revenues and Other Changes in Net Position Governmental activities: Taxes Property taxes, general purpose 7,803$ 7,783$ 8,272$ 8,031$ 8,315$ 8,242$ 8,196$ 9,101$ 8,623$ 9,708$ Property taxes, debt service 2,230 2,779 2,439 2,362 2,578 2,766 3,022 2,487 2,457 2,664 Motor vehicle taxes 1,145 1,150 1,153 1,200 1,250 1,312 1,370 1,372 1,428 1,403 Sales tax, general purpose 11,118 11,767 12,165 12,260 12,689 12,931 12,781 12,906 13,292 13,419 Selective sales tax 4,108 4,080 4,210 4,281 4,461 4,558 4,901 8,832 8,917 9,323 Other taxes 6,298 6,390 6,486 6,630 7,231 7,363 7,991 6,900 7,241 6,975 Investment revenues 81 77 66 67 98 86 148 92 183 670 Miscellaneous 565 872 660 9,918 1,160 2,371 5,842 2,003 1,062 1,168 Transfers, net 92 199 30 999 787 3,819 3,600 4,309 4,831 4,781 Total governmental activities 33,440 35,097 35,481 45,748 38,569 43,448 47,851 48,002 48,034 50,111 Business-type activities: Investment revenues 67 84 79 49 51 56 78 129 233 - Miscellaneous 341 330 434 279 97 - - 103 153 846 Reimbursements 180 132 79 - Transfers, net (92)(199)(30)(950)-(3,781)(3,581) (4,367) (4,831) (4,781) Total business-type activities 316 215 483 (622)328 (3,593) (3,424) (4,135) (4,445) (3,935) Total primary government 33,756$ 35,312$ 35,964$ 45,126$ 38,897$ 39,855$ 44,427$ 43,867$ 43,589$ 46,176$ Change in Net Position Governmental activities (5,965)$ (3,738)$ (466)$ 8,869$ 129$ 4,329$ 9,083$ 7,833$ 8,233 4,902 Business-type activities 2,597 8,371 6,110 1,732 5,532 5,126 2,256 1,523 1,698 3,169 Total primary government (3,368)$ 4,633$ 5,644$ 10,601$ 5,661$ 9,455$ 11,339$ 9,356$ 9,931$ 8,071$ Source: City of Salina Comprehensive Annual Financial Reports, 2010 - 2019 Fiscal Year Schedule 2 City of Salina, Kansas Changes in Net Position Last Ten Fiscal Years (accrual basis of accounting) (in 000's)  2010 2012 2013 2014 2015 2016 2017 2018 2019 General Fund Reserved 99$ -$ -$-$-$-$-$-$-$-$ Nonspendable -90 116 81 107 111 131 153 152 212 Restricted ------ -- -- Committed ------ -- -- Assigned - 293 540 331 239 199 136 214 340 274 Unreserved/unassigned 3,518 3,454 3,172 3,138 3,908 4,530 4,765 6,516 6,251 8,821 Total general fund 3,617 3,837$ 3,828$ 3,550$ 4,254$ 4,840$ 5,032$ 6,883$ 6,743$ 9,307$ Restatement 156 Restated fund balance 3,773$ All other governmental funds Reserved 6,413$ -$ -$-$-$-$-$-$-$-$ Nonspendable - - -- -- -- -- Restricted - 3,611 3,319 3,446 2,910 2,793 3,142 4,191 4,648 5,224 Committed - 127 (516) 7,486 9,886 8,695 14,284 10,072 7,325 8,086 Assigned - 4,323 4,087 3,146 1,280 619 1,043 641 1,227 963 Unreserved/unassigned (1,130) - - - - (10,537) (6,823) (28)(852)(7,804) Total all other governmental funds 5,283$ 8,061$ 6,890$ 14,078$ 14,076$ 1,570$ 11,646$ 14,876$ 12,348$ 6,469$ Note 1: Prior year amounts have not been restated for the implementation of GASB Statement 54 in fiscal year 2011. Source: City of Salina Comprehensive Annual Financial Reports, 2010-2019 2011 (Note 1) Fiscal Year Schedule 3 City of Salina, Kansas Fund Balances, Governmental Funds Last Ten Fiscal Years (modified accrual basis of accounting) (in 000's)  2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Revenues Taxes (see Schedule 5) 32,702$ 33,949$ 34,724$ 34,764$ 36,523$ 37,171$ 38,261$ 41,597$ 41,958$ 43,492$ Intergovernmental 3,404 2,901 4,487 4,192 4,008 3,385 4,325 4,536 4,297 4,573 Special assessments 1,385 1,535 2,315 1,706 1,810 1,679 1,669 1,539 1,546 1,596 Licenses and permits 11 6 8 9 7 10 7 6 3 4 Charges for services 8,934 9,730 8,484 8,536 8,276 6,416 6,953 6,880 7,338 6,804 Investment revenue 64 69 47 40 59 47 142 79 157 670 Reimbursements 70 32 36 9,015 123 491 1,406 -- - Donations 241 83 141 111 238 90 Miscellaneous 448 599 537 810 799 1,853 4,315 1,851 884 1545 Total revenues 47,018 48,821 50,638 59,072 51,846 51,135 57,219 56,599 56,421 58,774 Expenditures General government 3,549 3,461 3,574 4,269 3,986 5,342 5,422 5,423 5,649 4,582 Public safety 18,229 18,118 18,564 19,155 19,559 21,268 21,664 21,629 22,953 23,692 Public works 6,634 6,569 7,004 7,220 7,443 5,333 5,778 6,048 6,162 6,136 Public health and sanitation 1,332 1,330 1,343 1,344 319 982 1,078 1,097 1,236 1,121 Culture and recreation 5,777 5,900 4,449 3,939 4,292 5,659 5,817 6,143 6,255 6,047 Planning and development 3,609 3,344 3,256 3,293 3,232 1,910 2,042 1,801 2,185 2,311 Miscellaneous 32 - - - - - --- - Capital outlay 18,603 9,847 7,327 13,047 11,009 25,527 24,001 18,281 16,344 21,913 Debt service Principal 5,959 4,411 8,592 5,038 5,261 6,250 17,902 5,088 14,243 10,324 Interest 2,258 2,084 2,103 1,867 1,864 1,833 3,152 1,771 2,192 2,136 Deposit to escrow 107 -92 ------- Total expenditures 66,089 55,064 56,304 59,172 56,965 74,104 86,856 67,281 77,219 78,262 Other financing sources (uses) Bonds and notes issued 7,034 6,565 6,150 5,690 5,365 6,825 34,892 11,490 8,090 11,090 Bond and note premium 47 23 60 185 302 369 1,503 95 70 443 Transfers in 5,076 7,994 3,488 4,907 3,001 7,642 7,065 8,339 13,462 9,714 Transfers out (4,984) (5,692) (3,458) (3,907) (2,999) (3,913) (3,555) (4,160) (4,186) (5,073) Issuance costs - - - - - --- - Other -156 - - - - --- - Total other financing sources (uses)7,173 9,046 6,240 6,875 5,669 10,923 39,905 15,764 17,436 16,174 Net change in fund balance (11,898)$2,803$ 574$ 6,775$ 550$ (12,046)$ 10,268$ 5,082$ (3,362)$ (3,314)$ Debt service as a percentage of non-capital expenditures 21% 17% 28% 18% 18% 20% 50% 16% 37% 28% Source: City of Salina Comprehensive Annual Financial Reports, 2010 - 2019 Last Ten Fiscal Years (modified accrual basis of accounting) (in 000's) Fiscal Year Schedule 4 City of Salina, Kansas Changes in Fund Balances, Governmental Funds  2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Real estate 9,756$ 10,288$ 10,466$ 10,145$ 10,657$ 10,729$ 10,972$ 11,377$ 10,804$ 12,182$ Delinquent 278 274 245 248 235 279 246 210 276 190 Motor vehicle 1,145 1,150 1,153 1,200 1,250 1,312 1,370 1,372 1,428 1,403 General sales 11,117 11,767 12,165 12,260 12,689 12,931 12,781 12,906 13,293 13,419 Selective sales 4,108 4,080 4,210 4,281 4,461 4,558 4,901 8,832 8,917 9,323 Other taxes 6,298 6,390 6,485 6,630 7,231 7,362 7,991 6,900 7,240 6,975 Total taxes 32,702$ 33,949$ 34,724$ 34,764$ 36,523$ 37,171$ 38,261$ 41,597$ 41,958$ 43,492$ Source: City of Salina Comprehensive Annual Financial Reports, 2010 - 2019 Last Ten Fiscal Years (modified accrual basis of accounting) (in 000's) Fiscal Year Schedule 5 City of Salina, Kansas Tax Revenues by Source, Governmental Funds  Assessed ValueFiscal (Budget) Year Real Estate Personal Property State AssessedTotal, Excluding Motor Vehicles Tax RateMotor Vehicle (Note 1)Total, Taxable Assessed ValueEstimated Total Market Value (Note 2)Assessed Value to Est. Market Value2010 358,979,211$ 24,760,806$ 13,730,609$ 397,470,626$ 25.855 50,330,252$ 447,800,878$ 2,893,359,541$15.482011 367,750,803$ 19,918,188$ 14,685,585$ 402,354,576$ 26.022 47,406,062$ 449,760,638$ 2,869,531,746$15.672012369,416,422$ 18,654,394$ 15,779,466$ 403,850,282$ 26.272 47,553,744$ 451,404,026$ 2,884,188,981$15.652013370,390,092$ 17,769,120$ 16,948,264$ 405,107,476$ 26.927 48,882,411$ 453,989,887$ 2,889,385,914$15.712014376,131,346$ 13,652,885$ 17,670,147$ 407,454,378$ 27.080 48,865,900$ 456,320,278$ 2,917,267,724$15.642015381,087,426$ 12,607,815$ 18,984,453$ 412,679,694$ 27.311 50,350,566$ 463,030,260$ 2,957,531,741$15.662016389,872,825$ 11,653,719$ 19,323,055$ 420,849,599$ 27.603 51,833,505$ 472,683,104$ 3,046,949,034$15.512017399,918,216$ 10,900,308$ 19,671,685$ 430,490,209$ 27.311 50,970,796$ 481,461,005$ 3,097,885,103$15.542018403,835,383$ 10,130,718$ 20,485,144$ 434,451,245$ 26.129 53,336,677$ 487,787,922$ 3,150,409,123$15.482019421,108,311$ 11,173,863$ 22,113,195$ 454,395,369$ 28.394 54,687,311$ 509,082,680$ 3,294,115,685$15.45Note 1: The tax rate for motor vehicles is set based on the average countywide tax rate. The City of Salina then receives a share of that based on tax effort.Note 3: The Direct rate is expressed in dollars per thousand dollars of assessed value.Source: Saline County ClerkNote 2: The estimated market value excludes the value of the State assessed properties. Market value information is not available for those properties. However, state assessed property is generally assessed at 33% of market value, except for railroads, which are assessed at 15% of market value.Schedule 6City of Salina, KansasAssessed and Estimated Actual Value of Taxable PropertyLast Ten Fiscal Years112 City of SalinaSaline CountyUSD 305 (2) Other (1)Fiscal (Budget) YearOperating MillageDebt Service MillageTotal City MillageOperating MillageDebt Service MillageTotal County MillageOperating MillageDebt Service MillageTotal USD Millage Other2010 20.082 5.773 25.855 31.303 31.303 45.341 13.155 58.496 12.401 128.0552011 19.236 6.786 26.022 31.432 31.432 45.818 13.095 58.913 12.131 128.4982012 20.326 5.946 26.272 32.576 32.576 47.127 11.693 58.820 11.989 129.6572013 20.242 5.948 26.190 34.823 34.823 47.133 11.516 58.649 12.135 131.7972014 20.539 6.388 26.927 37.895 37.895 46.599 11.517 58.116 12.941 135.8792015 20.692 6.388 27.080 38.047 38.047 44.088 11.517 55.605 13.305 134.0372016 19.950 7.361 27.311 38.275 38.275 44.465 11.655 56.120 13.293 134.9992017 21.694 5.909 27.603 37.508 37.508 44.069 11.674 55.743 13.299 134.1532018 20.339 5.790 26.129 37.321 37.321 45.130 11.371 56.501 13.189 133.1402019 22.285 6.109 28.394 38.437 38.437 46.776 10.746 57.522 13.988 138.341Source: Saline County Treasurer(2) A small portion of Salina is covered by USD 306, USD 307, or USD 400. Total Tax Rates are different in the areas covered bythese jurisdictions.Schedule 7City of Salina, KansasDirect and Overlapping Property Tax RatesLast Ten Fiscal Years(rate per $1,000 of assessed value)(1) The "Other" column includes the State of Kansas, the Salina Airport Authority, the Salina Public Library and Kansas StateExtension District #3.Total TaxpayerType of BusinessAssessed Valuation% of Total RankAssessed Valuation% of Total Valuation RankEvergy (Westar Energy (Western Resources) Utility5,191,056$ 1.55% 413,682,027$ 3.01%1SFC Global Supply Chain, Inc. (Schwan's)Pizza Manufacturing10,144,446 3.03% 16,855,966 1.51%2Kansas Gas ServiceUtility3,449,876 1.03% 74,415,353 0.97%3RAF Salina LLCRetail Shopping Mall8,704,250 2.60% 24,296,499 0.95%4S&B MotelsMotel-3,774,927 0.83%5Central Mall Realty Holding LLC Regional Shopping Center-2,868,321 0.63%6Union PacificRailroad-2,570,668 0.57%7Menard Inc.Home Improvement-2,465,098 0.54%8IndividualResidential-2,440,724 0.54%9Sams Real Estate Business Trust/Walmart Discount Retail Stores-2,286,508 0.50%10Wal-mart Real Estate Business TrustDiscount Retail Stores3,913,855 1.17% 5-Great Plains ManufacturingManufacturing2,526,984 0.75% 10-Gateway PropertiesShopping Mall (Midstate)3,556,009 1.06% 6 -Southwestern BellTelephone Utility3,455,419 1.03% 8-Sunflower BankBanking Institution2,749,200 0.82% 9-Salina Regional Health CenterHospital and Medical Offices5,584,461 1.67% 3-Combined Valuation of the Ten Largest Taxpayers49,275,556$ 45,656,091$ City Valuation335,262,182$ 454,395,369$ Percent of Total City Assessed Valuation14.70%10.05%Source: Saline County Clerk's Office or recent OSSchedule 8City of Salina, KansasPrincipal Property TaxpayersCurrent Year and Ten Years Ago2010 (2009 Assessed Value)2019 (2018 Assessed Value) Fiscal (Budget) Year Taxes Levied for the fiscal year Amount Percentage Delinquent Collections (1) Amount Percentage of levy 2010 10,276,905$ 9,704,937$ 94.4% 278,656$ 9,983,593$ 97.1% 2011 10,415,491$ 10,287,770$ 98.8% 273,843$ 10,561,613$101.4% 2012 10,570,420$ 10,411,299$ 98.5% 245,086$ 10,656,385$100.8% 2013 10,576,448$ 10,145,404$ 95.9% 248,184$ 10,393,588$98.3% 2014 10,908,147$ 10,776,688$ 98.8% 398,820$ 11,175,508$102.5% 2015 11,316,065$ 10,460,246$ 92.4% 617,496$ 11,077,742$97.9% 2016 11,740,993$ 10,972,299$ 93.5% 245,577$ 11,217,876$95.5% 2017 11,254,398$ 11,239,051$ 99.9% 209,950$ 11,449,001$101.7% 2018 11,260,358$ 10,803,591$ 95.9% 276,340$ 11,079,931$98.4% 2019 12,201,319$ 12,028,761$ 98.6% 376,578$ 12,405,339$101.7% Source: Saline County Treasurer's Office (1) Delinquent collections are reported in the aggregate for all previous years. Data is not currently available for "collected in subsequent years" Current Year Tax Distributions Total Tax Distributions Schedule 9 City of Salina, Kansas Property Tax Levies and Distributions Last Ten Fiscal Years  2010 2011 2012 2013 2014 2015 2016 2017 2018 2019City Direct Tax RateGeneral0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50%Special purpose0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.75% 0.75% 0.75%County-wide Tax Rate1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%Portion of County-wide tax allocated to City (July Percentage)61.58% 63.34% 61.72% 60.86% 60.23% 60.28% 60.28% 60.28% 59.85% 60.33%Source: Kansas Department of RevenueSchedule 10City of Salina, KansasDirect Sales Rate by Taxing EntityLast Ten Fiscal YearsIn addition to the direct tax, the City receives a portion of the Countywide sales tax, based on a formula distribution. The formula is based on property tax effort and population, and is adjusted in January and July of each year. In May, 2016, the voters approved an increase in the Special Purpose Tax rate from .40% to .75%, to be effective October 1, 2016.Fiscal Year 20182019# Accts Water # Accts Water # Accts Water # Accts Water # Accts Water # Accts Water # Accts Water # Accts Water # Accts Water # Accts WaterRate ClassBilled Sold Billed Sold Billed SoldBilled Sold Billed Sold Billed Sold Billed Sold Billed Sold Billed Sold Billed Sold Residential17,838 1,127,864 17,899 1,194,629 17,893 1,225,931 17,966 989,788 18,042 1,003,100 18,086 987,540 18,125 950,697 18,124 988,572 18,130 963,387 18,155 864,810 Commercial1,568 350,633 1,574 372,499 1,565 38,547 1,579 348,968 1,599 353,675 1,600 350,767 1,603 345,232 1,606 345,250 1,614 340,960 1,607 352,051 Industrial44 183,166 44 180,277 42 174,595 40 182,529 42 193,233 44 202,407 44 191,236 44 193,503 44 211,843 44 196,229 Government85 42,714 97 55,910 99 54,618 99 46,484 97 45,346 97 41,928 99 45,136 99 41,552 98 35,932 97 41,911 Apartment172 71,121 168 72,562 169 70,263 168 67,155 166 60,865 164 61,400 163 57,039 163 58,378 157 71,559 157 62,127 Schools85 46,386 85 53,679 81 57,027 84 44,187 84 45,328 85 45,545 85 41,176 83 36,039 81 30,810 79 31,839 Industrial special1 44,457 1 44,051 1 40,448 1 20,439 - - - - - - - - - - - - Consumed in production17 32,604 13 22,728 12 19,266 12 18,665 12 19,264 12 17,338 9 9,580 8 9,652 7 6,966 7 6,974 Rural water1 23,854 1 28,621 1 25,930 1 21,530 1 22,993 1 21,915 1 23,384 1 25,624 1 22,345 1 21,663 Hospitals12 18,503 10 15,674 10 17,896 9 26,482 10 32,184 9 31,858 9 33,728 9 35,132 9 31,856 9 29,892 Religious/non profit39 5,569 38 5,690 38 5,399 37 4,810 37 4,973 37 4,986 36 5,224 36 4,749 36 4,458 35 2,780 Other taxable deductions- - - 699 - - - - - - - - - - - - - - - - Engineering studies8 5,266 7 3,754 8 6,104 8 6,822 8 5,095 8 4,807 7 4,573 7 4,772 7 4,471 7 3,835 Providing taxable service2 5,494 2 4,827 2 6,118 2 3,495 1 3,561 1 3,167 1 3,921 1 3,347 1 2,331 1 2,676 Sale of component parts8 5,851 8 5,454 8 5,726 6 5,972 6 6,850 5 3,900 4 3,129 4 2,917 4 2,190 4 1,542 Fire hydrant3 2,424 3 1,389 4 2,533 3 1,922 2 1,474 - - 3 1,727 3 1,790 3 2,829 3 1,180 Industrial consumed in production3 4,083 3 3,260 3 3,543 3 4,417 3 3,588 3 2,388 3 1,930 3 1,962 3 2,107 3 2,219 Sales of farm equipment1 213 1 56 1 83 1 107 1 48 1 53 1 54 1 104 1 56 1 124 19,887 1,970,202 19,954 2,065,759 19,937 1,754,027 20,018 1,793,771 20,111 1,801,577 20,153 1,779,999 20,193 1,717,766 20,192 1,753,343 20,196 1,734,098 20,210 1,621,853 Water Rate Schedule:Monthly meter charge (5/8")4.51$ $4.60$4.74$4.88$5.03$5.20$5.36$5.52$5.74$5.94Commodity charge (per 000 gal.):0 - 2000 gal.2.55$ $3.77$3.88$4.04$4.24$4.45$4.48$4.77$4.96$5.132001 - 10,000 galOver 10,000 gal.Excess use charge5.10$ $7.54$7.76$8.08$8.48$8.90$9.16$9.54$9.92$10.26Wastewater Rate Schedule:Monthly base charge6.42$ $6.57$6.77$6.97$7.11$7.22$7.36$7.51$7.81$8.08Unit cost (per 000 gal.):3.08$ $4.48$4.61$4.79$4.94$5.01$5.19$5.29$5.51$5.70Water sold is expressed in thousands of gallons.Number of Accounts billed is the annual number of billings for each class divided by 12.Monthly meter charge increases with the size of the meter.Residential Wastewater is calculated based on Winter Quarter water consumption. Other accounts are based on monthly water consumption.2008 Water Consumption Rate Structure changed from a decreasing tier structure to one rate and Excess Use Charge which is double the consumption rateSource: City of Salina Water Customer Accounting Office.2012Schedule 11City of Salina, KansasWater Sales by Class of CustomerLast Ten Fiscal Years2011201420172016201020132015 Fiscal YearGeneral Obligation Bonds Loans Payable Capital Lease Temporary NotesGeneral Obligation BondsWater Revenue Bonds Loans PayableTemporary NotesTotal Primary GovernmentPercentage of Personal Income Per Capita201053,120,952$-$-$2,500,000$ 8,614,576$ 1,580,000$ -$ -$ 65,815,528$ 3.8%1,425.20$ 201155,225,670$-$-$3,400,000$ 7,417,907$ 16,193,925$-$ -$ 82,237,502$ 4.3%1,723.80$ 201249,109,575$-$-$1,485,000$ 9,613,926$ 15,850,228$-$ -$ 76,058,729$ 3.8%1,583.07$ 201349,631,797$-$-$3,800,000$ 8,519,799$ 15,226,532$-$ -$ 77,178,128$ 3.7%1,613.05$ 201450,033,555$-$176,235$ 5,000,000$ 9,587,351$ 14,592,836$6,208,102$ -$ 85,598,079$ 4.1%1,788.25$ 201550,840,632$-$479,366$ 5,995,000$ 8,539,773$ 13,949,139$5,753,620$ -$ 85,557,530$ 4.1%1,789.42$ 201651,816,399$12,157,127$ 321,174$ 11,505,000$ 7,640,381$ 13,285,443$7,432,024$ -$ 104,157,548$ 5.0%2,200.39$ 201755,994,305$12,171,090$ 157,868$ 6,811,742$ 6,520,433$ 12,606,747$8,862,810$ -$ 103,124,995$ 4.9%2,194.43$ 201851,968,310$12,185,053$ -$ 18,123,505$ 5,282,578$ 11,898,051$10,632,351$ -$ 110,089,848$ 4.9%2,342.64$ 201954,607,702$12,640,000$ -$ 11,170,000$ 4,102,298$ 10,330,000$46,354,852$ -$ 139,204,852$ 6.0%2,979.81$ Source: City of Salina Comprehensive Annual Financial Reports, 2010 - 2019Governmental ActivitiesBusiness-Type ActivitiesSchedule 12City of Salina, KansasRatio of Outstanding Debt by TypeLast Ten Fiscal Years Fiscal YearGeneral Obligation Bonds Capital LeaseTemporary Notes TotalLess Debt Service FundNet General Bonded DebtPercentage of Actual Taxable Value of Property Per Capita2010 61,735,528$-$ 2,500,000$ 64,235,528$571,873$ 63,663,655$14.2% 1,378.60$2011 62,443,577$-$ 3,400,000$ 65,843,577$1,236,026$ 64,607,551$14.4% 1,354.26$2012 58,723,501$-$ 1,485,000$ 60,208,501$582,412$ 59,626,089$13.2% 1,241.05$2013 58,151,596$-$ 3,800,000$ 61,951,596$707,763$ 61,243,833$13.5% 1,280.02$2014 59,620,906$176,235$ 5,000,000$ 64,797,141$407,864$ 64,389,277$14.1% 1,345.17$2015 59,380,405$479,366$ 5,995,000$ 65,854,771$745,339$ 65,109,432$14.1% 1,361.75$2016 59,456,780$321,174$ 11,505,000$71,282,954$1,248,914$ 70,034,040$14.8% 1,479.51$2017 62,514,738$157,868$ 6,811,742$ 69,484,348$1,509,863$ 67,974,485$14.1% 1,446.45$2018 57,250,888$-$ 18,123,505$75,374,393$1,851,358$ 73,523,035$15.1% 1,564.52$2019 58,710,000$-$ 11,170,000$69,880,000$1,851,358$ 68,028,642$13.4% 1,456.22$Source: City of Salina Comprehensive Annual Financial Reports, 2010 - 2019General Bonded Debt OutstandingSchedule 13City of Salina, KansasRatio of Net General Bonded Debt OutstandingLast Ten Fiscal Years City of Salina, Kansas Direct and Overlapping Governmental Activities Debt Jurisdiction Net General Obligation Bonded Debt Outstanding Percentage Applicable to City of Salina Amount Applicable to the City of Salina Direct: City of Salina 73,523,035$ 100.00%73,523,035$ Overlapping: Salina Airport Authority 20,175,000 100.00% 20,175,000 Saline County 220,693 73.98%163,268 USD 305 109,280,000 93.20%101,854,179 Total Overlapping Debt 129,675,693 122,192,447 Total Direct and Overlapping Debt 203,198,728$ 195,715,482$ Per Capita Direct and Overlapping debt 4,093.35$ Source: Saline County Clerk Schedule 14 Percentage of debt applicable to the City of Salina is based on the proportion that the assessed valuation of the City of Salina bears to the assessed valuation of the overlapping entity. As of December 31, 2019  Assessed Valuation509,082,680$ Debt Limit (30% of Assessed Value)152,724,804 Debt applicable to limit:Total Bonded Debt118,785,263$ Less GO Debt Attributable to Exempt Purposes(4,116,514) Less Revenue Bonds(11,122,175) Less Capital Leases-Less Loans Payable(34,738,703) Less Fund Balance designated for Debt Service(1,142,418) Total Debt Applicable to Limitation67,665,453$ Legal debt margin85,059,351$ 2010201120122013201420152016201720182019Debt Limit134,340,263$ 134,928,191$ 135,421,208$ 136,196,966$ 136,896,083 138,909,078 141,804,931 142,000,537 146,336,377 152,724,804Total net debt applicable to limit58,411,185 57,747,032 49,309,445 52,724,034 54,625,691 56,090,293 62,072,485 61,296,184 68,240,457$67,665,453$Legal debt margin75,929,078$ 77,181,159$ 86,111,763$ 83,472,932$ 82,270,392$ 82,818,785$ 79,732,446$ 80,704,353$ 78,095,920$85,059,351$Total net debt applicable to the limit as a percentage of debt limit43%43%36%39%40%40%44%43% 47% 44%Last Ten Fiscal YearsFiscal YearLegal Debt Margin Calculation for 2019Schedule 15City of Salina, KansasLegal Debt Margin Utility Service Less Operating Net Available Debt Service Fiscal Year Charges Expenses Revenue Principal Interest Coverage 2010 16,565,880$11,803,594$ 4,762,286$ 740,000$ 91,450$ 5.73 2011 17,976,508$11,905,114$ 6,071,394$ 1,580,000$496,760$2.92 2012 19,163,426$12,222,431$ 6,940,995$ 340,000$ 596,992$7.41 2013 17,974,089$13,373,088$ 4,601,001$ 620,000$ 590,191$3.80 2014 18,964,164$12,112,288$ 6,851,876$ 630,000$ 577,791$5.67 2015 19,139,612$9,859,974$ 9,279,638$ 640,000$ 565,191$7.70 2016 19,389,348$11,800,473$ 7,588,875$ 660,000$ 549,191$6.28 2017 19,958,862$13,148,035$ 6,810,827$ 675,000$ 529,391$5.65 2018 20,382,469$12,973,621$ 7,408,848$ 705,000$ 509,141$6.10 2019 20,842,606$13,269,741$ 7,572,865$ 725,000$ 487,991$6.24 Source: City of Salina Comprehensive Annual Financial Reports, 2010 - 2019 City of Salina Debt Service Schedules Water/Sewer Revenue Bonds Schedule 16 City of Salina, Kansas Pledged Revenue Coverage Last Ten Fiscal Years Debt Service  Fiscal Year PopulationPer Capita Personal Income (Saline County)Personal Income, Salina (interpolated)Unemployment RateLabor Force, City of SalinaUSD 305 HeadcountPercentage Free and Reduced LunchCity .5 cent sales taxPer Capita .5 cent sales TaxAs a % of per capita personal income2010 46,180 37,880$ 1,749,298,400$ 6.7% 26,379 7,346 57.8% 4,803,553$104.02$ 0.275%2011 47,707 40,512$ 1,932,705,984$ 6.7% 26,258 7,289 58.7% 5,076,751$106.42$ 0.263%2012 48,045 41,762$ 2,006,455,290$ 6.3% 26,185 7,305 59.1% 5,241,205$109.09$ 0.261%2013 47,846 43,078$ 2,061,109,988$ 5.1% 26,441 7,305 60.7% 5,326,723$111.33$ 0.258%2014 47,867 43,736$ 2,093,511,112$ 5.3% 26,303 7,388 61.3% 5,555,601$116.06$ 0.265%2015 47,813 44,065$ 2,106,879,845$ 3.9% 26,170 7,369 61.8% 5,670,040$118.59$ 0.269%2016 47,336 44,230$ 2,093,647,612$ 3.3% 27,684 7,386 68.7% 5,727,260$120.99$ 0.274%2017 46,994 44,732$ 2,102,135,608$ 2.7% 27,684 7,176 62.1% 5,755,869$122.48$ 0.274%2018 46,994 47,945$ 2,253,127,330$ 3.3% 30,174 7,180 61.7% 5,770,174$122.79$ 0.256%2019 46,716 49,983$ 2,335,005,828$ 2.9% 30,094 7,245 59.2% 5,968,961$127.77$ 0.256%Sources:Increase in per capita Sales Tax (10 years) 22.8%Population: Kansas Division of the Budget.Increase in per capita Personal Income32.0%Personal income for Salina is derived from the population and per capita personal income for Saline CountyPer Capita Personal income as reported by the Bureau of Economic Analysis2019 Per Capita Personal Income staff projection2010-2019 Employment City of SalinaUSD305 headcount and free and reduced lunch data derived from Kansas Department of Education./USD 305 Budget DocumentEmployment: Kansas Department of LaborSchedule 17City of Salina, KansasDemographic and Economic StatisticsLast Ten Fiscal YearsFree and Reduced Lunch percentage is an average of the percentages for each building reported. School Data is reported at beginning of school year, eg 2018-2019 school year is reported as 2018. EmployerType of BusinessEmployees RankPercentage of Labor Force Employees RankPercentage of Labor ForceSalina Regional Health Center Health Care2,093 2 7.9% 1,875 1 6.2%Schwan's Global Supply Chain Frozen Pizza Manufacturing1,850 1 7.0% 1,700 2 5.6%Unified School District No 305 Public School System9353 3.5% 1,500 3 5.0%Great Plains Manufacturing Agricultrual & Landscaping Equipment6505 2.5% 1,100 4 3.7%Exide TechnologiesAutomotive Battery Manufacturer8004 3.0%600 5 2.0%City of SalinaCity Government4937 1.9%425 6 1.4%Salina VortexManufacturing-375 7 1.2%REV GroupManufacturing-300 8 1.0%WalmartRetail-250 9 0.8%SignifyFluorescent Lamps6006 2.3%190 10 0.6%Raytheon AircraftAircraft Manufacturing3578 1.4%-Eldorado NationalBusses/Recreational Vehicle2559 1.0%-OCCKDisability Services26310 1.0%-Total8,296 31.4% 8,315 27.6%Source: Salina Chamber of CommerceSchedule 18City of Salina, KansasPrincipal EmployersCurrent Year and Nine Years Ago20102019 [THIS PAGE INTENTIONALLY LEFT BLANK] CITY OF SALINA, KANSAS • GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS, SERIES 2020-B In the opinion of Gilmore & Bell, P.C., Bond Counsel to the City, under existing law and assuming continued compliance with certain requirements of the Internal Revenue Code of 1986, as amended (the “Code”): (1) the interest on the Bonds (including any original issue discount properly allocable to an owner thereof) is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax, (2) the interest on the Bonds is exempt from income taxation by the State of Kansas, and (3) the Bonds have not been designated as “qualified tax-exempt obligations” within the meaning of Code Section 265(b)(3). See TAX MATTERS in this Official Statement. New Issues Moody’s Ratings: ‘Aa3’ Book-Entry Only $8,450,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B Dated: Date of Delivery Due: As Shown Herein The General Obligation Improvement and Refunding Bonds, Series 2020-B Bonds (the “Bonds”) will be issued by the Issuer, as fully registered bonds, without coupons. Purchases of the Bonds will be made in book-entry only form in the denomination of $5,000 or any integral multiple thereof (the “Authorized Denomination”). Principal on the Bonds will be payable annually on October 1 in the years shown herein. Interest on the Bonds will be payable semiannually on April 1 and October 1 of each year until maturity or earlier redemption, commencing on April 1, 2021 (the “Bond Interest Payment Date”). The Treasurer of the State of Kansas will be designated as paying agent and registrar or the Bonds (the “Bond Paying Agent” and “Bond Registrar”). The Bonds are subject to redemption at the option of the City as further described herein. See THE BONDS – “Redemption Provisions” herein. MATURITY SCHEDULE (see inside front cover) The full faith, credit, and resources of the City are irrevocably pledged for the prompt payment of the principal and interest on the Bonds as the same becomes due. See THE BONDS - “Security” herein. The Bonds are offered when, as and if issued by the City and received by the Underwriters subject to the approval of legality by Gilmore & Bell, P.C., Kansas City, Missouri, Bond Counsel to the City. It is expected that the Bonds will be available for delivery through the facilities of DTC, in New York, New York, on or about November 19, 2020. This Official Statement is dated October 26, 2020. THIS COVER PAGE CONTAINS INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THE ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. MATURITY SCHEDULE $8,450,000 GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B Serial Bonds Base CUSIP(1) Maturity Amount Rate Yield 794744 10-01-21 $835,000 3.000% 0.250% DC3 10-01-22 830,000 3.000 0.300 DD1 10-01-23 670,000 3.000 0.350 DE9 10-01-24 560,000 3.000 0.400 DF6 10-01-25 575,000 3.000 0.550 DG4 10-01-26 595,000 3.000 0.750 DH2 10-01-27 610,000 3.000 0.950 DJ8 10-01-28 455,000 3.000 1.100 DK5 10-01-29(2) 465,000 3.000 1.200 DL3 10-01-30(2) 480,000 3.000 1.300 DM1 10-01-31(2) 405,000 3.000 1.450 DN9 10-01-35(2) 440,000 2.000 2.100 DS8 10-01-36(2) 250,000 2.125 2.200 DT6 Term Bonds Base CUSIP(2) Maturity Amount Rate Yield 794744 10-01-34 $1,280,000 2.000% 2.000% DR0 (1) CUSIP numbers have been assigned to this issue by CUSIP Global Services, which is managed on behalf of the American Bankers Association by S&P Capital IQ, a subsidiary of The McGraw-Hill Companies, Inc., and are included solely for the convenience of the Owners of the Bonds. Neither the City nor the Underwriters shall be responsible for the selection or correctness of the CUSIP numbers set forth above. (2) At the option of the City, Bonds maturing on October 1, 2028 and thereafter, will be subject to redemption and payment prior to their Stated Maturity on October 1, 2027, and at any time thereafter, as a whole or in part (selection of maturities and the amount of Bonds of each maturity to be redeemed to be determined by the City 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 Redemption Date. See THE BONDS – “Redemption Provisions” herein. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE BONDS ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SECURITIES AND EXCHANGE COMMISSION. THE REGISTRATION, QUALIFICATION OR EXEMPTION OF THE BONDS IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAW PROVISIONS OF THE JURISDICTIONS IN WHICH THESE BONDS HAVE BEEN REGISTERED, QUALIFIED OR EXEMPTED SHOULD NOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE JURISDICTIONS NOR ANY OF THEIR AGENCIES HAVE GUARANTEED OR PASSED UPON THE SAFETY OF THE BONDS AS AN INVESTMENT, UPON THE PROBABILITY OF ANY EARNINGS THEREON OR UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. THIS OFFICIAL STATEMENT CONTAINS STATEMENTS THAT ARE “FORWARD-LOOKING STATEMENTS” AS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. WHEN USED IN THIS OFFICIAL STATEMENT, THE WORDS “ESTIMATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED IN SUCH FORWARD-LOOKING STATEMENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD- LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE HEREOF. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. ______________________________________________________________________________________________ CITY OF SALINA, KANSAS City/County Building - Room 206 300 West Ash P. O. Box 736 Salina, Kansas 67402-0736 CITY COMMISSION Mike Hoppock, Mayor Melissa Rose Hodges, Vice Mayor Trent W. Davis, M.D., Commissioner Rod Franz, Commissioner Karl Ryan, Commissioner CITY STAFF Mike Schrage, City Manager Debbie Pack, Finance Director Shandi Wicks, City Clerk CITY ATTORNEY Greg Bengtson Clark, Mize & Linville, Chartered Salina, Kansas BOND COUNSEL Gilmore & Bell, P.C. Kansas City, Missouri MUNICIPAL ADVISOR Stifel, Nicolaus & Company, Incorporated Kansas City, Missouri No dealer, broker, salesman or other person has been authorized by the City or the Underwriter to give any information or to make any representations with respect to the Bonds, other than those contained in this Official Statement, and if given or made, such other information or representations must not be relied upon as having been authorized by the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein concerning the Issuer has been furnished by the Issuer and other sources which are believed to be reliable, but such information is not guaranteed as to accuracy or completeness. The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the Federal Securities Laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof. This Official Statement does not constitute a contract between the Issuer or the Underwriters and any one or more of the purchasers, Owners or Beneficial Owners of the Bonds. All financial and other information presented herein, except for information expressly attributed to other sources, has been provided by the City from its records and is intended to show recent historic information. Such information is not guaranteed as to accuracy or completeness. All descriptions of laws and documents contained herein are only summaries and are qualified in their entirety by reference to such laws and documents. TABLE OF CONTENTS Page INTRODUCTORY STATEMENT ............................................................................................................. 1 THE BONDS ......................................................................................................................................... 2 THE DEPOSITORY TRUST COMPANY ................................................................................................... 6 THE FINANCING PLAN ......................................................................................................................... 8 SOURCES AND USES OF FUNDS .......................................................................................................... 9 RISK FACTORS AND INVESTMENT CONSIDERATIONS ......................................................................... 10 LEGAL MATTERS ................................................................................................................................. 12 TAX MATTERS ..................................................................................................................................... 13 RATINGS.............................................................................................................................................. 14 MUNICIPAL ADVISOR .......................................................................................................................... 14 UNDERWRITING ................................................................................................................................. 15 ABSENCE OF MATERIAL LITIGATION ................................................................................................... 15 CONTINUING DISCLOSURE ................................................................................................................. 15 CERTIFICATION OF OFFICIAL STATEMENT .......................................................................................... 15 APPENDIX A: INFORMATION CONCERNING THE CITY FINANCIAL OVERVIEW OF THE CITY .............................................................................................. A-1 GENERAL INFORMATION CONCERNING THE CITY ........................................................................ A-2 ECONOMIC INFORMATION CONCERNING THE CITY ..................................................................... A-6 DEBT SUMMARY OF THE CITY ....................................................................................................... A-9 FINANCIAL INFORMATION CONCERNING THE CITY ...................................................................... A-13 APPENDIX B: FORM OF CONTINUING DISCLOSURE UNDERTAKING APPENDIX C: AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDING DECEMBER 31, 2019 1 OFFICIAL STATEMENT CITY OF SALINA, KANSAS $8,450,000 GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B INTRODUCTORY STATEMENT General The purpose of this Official Statement is to present certain information concerning the City of Salina, Kansas (the “Issuer” or “City”), and the offering of its $8,450,000 General Obligation Improvement and Refunding Bonds, Series 2020-B (the “Bonds”). The Bonds are being issued to provide funds to refinance certain outstanding bonds and loans of the City and to finance the acquisition of emergency communications equipment. See THE FINANCING PLAN herein. The full faith, credit, and resources of the City are irrevocably pledged for the prompt payment of the principal and interest on the Bonds as the same becomes due. See THE BONDS - “Security” herein. The Appendices are an integral part of this Official Statement and should be read in their entirety. All financial and other information presented herein has been provided by the City and other sources deemed to be reliable. The presentation of information herein is intended to show recent historic information and is not intended to indicate future or continuing trends in the financial position or other affairs of the City. Stifel, Nicolaus & Company, the Municipal Advisor, has assisted the Issuer with the preparation of this Official Statement, but has not independently verified the factual and financial information contained herein. Gilmore & Bell, P.C., Kansas City, Missouri, Bond Counsel to the City, has not assisted in the preparation of nor reviewed this Official Statement, except to the extent described under the sections captioned THE BONDS, LEGAL MATTERS, TAX MATTERS, and APPENDIX B – FORM OF CONTINUING DISCLOSURE UNDERTAKING and, accordingly, expresses no opinion as to the accuracy or sufficiency of any other information contained herein. Definitions Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the ordinance and resolution of the governing body of the City authorizing the Bonds (collectively, the “Bond Resolution”), as applicable. Copies of the Bond Resolution are available upon request to the City or the Municipal Advisor. Additional Information Additional information regarding the City or the Bonds may be obtained from Stifel, Nicolaus & Company, Incorporated, 4801 Main Street, Kansas City, Missouri 64112, telephone 816-474-1100. 2 THE BONDS Authority The Bonds are being issued pursuant to and in full compliance with the Constitution and statutes of the State of Kansas, including without limitation K.S.A. 10-101 et seq., K.S.A. 10-427 et seq., K.S.A. 12-110c, and K.S.A. 65-163d et seq, and Article 12, Section 5 of the Constitution of the State of Kansas, all as amended and supplemented from time to time, and the Bond Resolution adopted by the governing body of the City authorizing the issuance of the Bonds. Security The Bonds shall be general obligations of the City, payable as to both principal and interest 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 City. The full faith, credit and resources of the City are hereby irrevocably pledged for the prompt payment of the principal of and interest on the Bonds as the same become due. Levy and Collection of Annual Tax, Transfer to Debt Service Account The governing body of the Issuer shall annually make provision for the payment of principal of, premium, if any, and interest on the Bonds as the same become due by, to the extent necessary, levying and collecting the necessary taxes upon all of the taxable tangible property within the Issuer in the manner provided by law. Such taxes shall be extended upon the tax rolls in each of the several years, respectively, 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 transferred to the Debt Service Account and shall be used solely for the payment of the principal of and interest on the Bonds as and when the same become due, taking into account any scheduled mandatory redemptions, and the fees and expenses of the Paying Agent. Description The Bonds shall consist of fully registered book-entry-only bonds in an Authorized Denomination and shall be numbered in such manner as the Bond Registrar shall determine. All of the Bonds will be dated as of November 19, 2020 (the “Dated Date”), shall become due in the amounts, on the Stated Maturities, and subject to redemption and payment prior to their Stated Maturities, and shall bear interest at the rates per annum set forth on the inside cover page of this Official Statement. The Bonds shall bear interest (computed on the basis of twelve 30-day months) from the later of the Dated Date or the most recent Bond Interest Payment Date to which interest has been paid, on the Bond Interest Payment Dates in the manner hereinafter set forth. Redemption Provisions Optional Redemption. At the option of the City, Bonds or portions thereof maturing on October 1, 2028 and thereafter may be called for redemption and payment prior to their Stated Maturity on October 1, 2027, and at any time thereafter as a whole or in part (selection of maturities and the amount of Bonds of each maturity to be redeemed to be determined by the City 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. Mandatory Redemption. The Bonds maturing on October 1, 2034 (the “Term Bonds”) shall be subject to mandatory redemption and payment prior to their Stated Maturity pursuant to the mandatory redemption requirements hereinafter set forth, at a Redemption Price equal to 100% of the principal amount thereof, plus accrued interest to the Redemption Date. The payments which are to be deposited into the Debt Service Account 3 shall be sufficient to redeem, and the Issuer shall redeem on September 1 in each year the following principal amounts of such Term Bonds: Principal Amount Year $420,000 2032 425,000 2033 435,000 2034* *Final maturity Selection of Bonds to be Redeemed. Bonds shall be redeemed only in an Authorized Denomination. When less than all of the Bonds are to be redeemed and paid prior to their Stated Maturity, such Bonds shall be redeemed in such manner as the City shall determine, Bonds of less than a full Stated Maturity shall be selected by the Bond Registrar in minimum Authorized Denomination in such equitable manner as the Bond Registrar may determine. In the case of a partial redemption of Bonds by lot when Bonds 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 Bond of a minimum Authorized Denomination. If it is determined that one or more, but not all, of the minimum Authorized Denomination value represented by any Bond is selected for redemption, then upon notice of intention to redeem such minimum Authorized Denomination, the Owner or the Owner’s duly authorized agent shall forthwith present and surrender such Bond to the Bond Registrar: (1) for payment of the Redemption Price and interest to the Redemption Date of such minimum Authorized Denomination value called for redemption, and (2) for exchange, without charge to the Owner thereof, for a new Bond or Bonds of the aggregate principal amount of the unredeemed portion of the principal amount of such Bond. If the Owner of any such Bond fails to present such Bond to the Bond Paying Agent for payment and exchange as aforesaid, such Bond shall, nevertheless, become due and payable on the redemption date to the extent of the minimum Authorized Denomination value called for redemption (and to that extent only). Notice and Effect of Call for Redemption. Unless waived by any Owner of Bonds to be redeemed, if the City shall call any Bonds for redemption and payment prior to the Stated Maturity thereof, the City shall give written notice of its intention to call and pay said Bonds to the Bond Registrar. In addition, the City shall cause the Bond Registrar to give written notice of redemption to the Owners of said Bonds. 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. 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 Bonds are to be redeemed, the identification (and, in the case of partial redemption of any Bonds, the respective principal amounts) of the Bonds to be redeemed; (d) a statement that on the Redemption Date the Redemption Price will become due and payable upon each such Bond 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 Bonds are to be surrendered for payment of the Redemption Price, which shall be the principal office of the Bond 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 City shall deposit with the Bond Paying Agent an amount of money sufficient to pay the Redemption Price of all the Bonds or portions of Bonds that are to be redeemed on such Redemption Date. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds 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 City defaults in the payment of the Redemption Price) such Bonds or portion of Bonds shall cease to bear interest. For so long as the Securities Depository is effecting book-entry transfers of the Bonds, the Bond Registrar shall provide the notices specified to the Securities Depository. It is expected that the Securities Depository shall, in turn, notify its Participants and that the Participants, in turn, will notify or cause to be notified the Beneficial Owners. Any failure on the part of the Securities Depository or a Participant, or failure on the part of a nominee of a Beneficial Owner of a Bond (having been mailed notice from the Bond Registrar, the Securities Depository, a Participant or otherwise) to notify the Beneficial Owner of the Bond so affected, shall not affect the validity of the redemption of such Bond. 4 In addition to the foregoing notice, the City shall provide such notices of redemption as are required by the Disclosure Undertaking. The Bond Paying Agent is also directed to comply with any mandatory or voluntary 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 Bond. Designation of Bond Paying Agent and Bond Registrar The City will at all times maintain a paying agent and bond registrar meeting the qualifications set forth in the Bond Resolution. The City reserves the right to appoint a successor paying agent or bond registrar. No resignation or removal of the paying agent or bond registrar shall become effective until a successor has been appointed and has accepted the duties of paying agent or bond registrar. Every paying agent or bond registrar appointed by the City shall at all times meet the requirements of Kansas law. The Treasurer of the State of Kansas, Topeka, Kansas (the “Bond Registrar” and “Bond Paying Agent”) has been designated by the City as paying agent for the payment of principal of and interest on the Bonds and bond registrar with respect to the registration, transfer and exchange of Bonds. Registration, Transfer and Exchange of Bonds As long as any of the Bonds remain Outstanding, each Bond when issued shall be registered in the name of the Owner thereof on the Bond Register. Bonds may be transferred and exchanged only on the Bond Register as hereinafter provided. Upon surrender of any Bond at the principal office of the Bond Registrar, the Bond Registrar shall transfer or exchange such Bond for a new Bond or Bonds in any authorized denomination of the same Stated Maturity and in the same aggregate principal amount as the Bond that was presented for transfer or exchange. Bonds 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 Bond 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 Bonds is exercised, the Bond Registrar shall authenticate and deliver Bonds in accordance with the provisions of the Bond Resolution. The City shall pay the fees and expenses of the Bond Registrar for the registration, transfer and exchange of Bonds. Any additional costs or fees that might be incurred in the secondary market, other than fees of the Bond Registrar, are the responsibility of the Owners of the Bonds. In the event any Owner fails to provide a correct taxpayer identification number to the Bond Paying Agent, the Bond 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. The City and the Bond Registrar shall not be required (a) to register the transfer or exchange of any Bond that has been called for redemption after notice of such redemption has been mailed by the Bond Paying Agent 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 Bond during a period beginning at the opening of business on the day after receiving written notice from the City of its intent to pay Defaulted Interest and ending at the close of business on the date fixed for the payment of Defaulted Interest. Method and Place of Payment of the Bonds The principal of, or Redemption Price, and interest on the Bonds shall be payable in any coin or currency which, on the respective dates of payment thereof, is legal tender for the payment of public and private debts. The principal or Redemption Price of each Bond shall be paid at Maturity to the Person in whose name such Bond is registered on the Bond Register at the Maturity thereof, upon presentation and surrender of such Bond at the principal office of the Bond Paying Agent. The interest payable on each Bond on any Bond Interest Payment Date shall be paid to the Owner of such 5 Bond as shown on the Bond Register at the close of business on the Record Date for such interest (a) by check or draft mailed by the Bond Paying Agent to the address of such Owner shown on the Bond Register or at such other address as is furnished to the Bond Paying Agent in writing by such Owner; or (b) in the case of an interest payment to Cede & Co. or any Owner of $500,000 or more in aggregate principal amount of Bonds, by electronic transfer to such Owner upon written notice given to the Bond Registrar by such 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. “Record Date” means, for the interest payable on any Bond Interest Payment Date, the fifteenth day (whether or not a Business Day) of the calendar month next preceding such Bond Interest Payment Date. Notwithstanding the foregoing, any Defaulted Interest with respect to any Bond shall cease to be payable to the Owner of such Bond on the relevant Record Date and shall be payable to the Owner in whose name such Bond 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. The City shall notify the Bond Paying Agent in writing of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment (which date shall be at least 30 days after receipt of such notice by the Bond Paying Agent) and shall deposit with the Bond Paying Agent an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest. Following receipt of such funds the Bond 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 Bond Paying Agent shall notify the City of such Special Record Date and 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 Bond entitled to such notice not less than 10 days prior to such Special Record Date. SO LONG AS CEDE & CO., REMAINS THE REGISTERED OWNER OF THE BONDS, THE BOND PAYING AGENT SHALL TRANSMIT PAYMENTS TO THE SECURITIES DEPOSITORY, WHICH SHALL REMIT SUCH PAYMENTS IN ACCORDANCE WITH ITS NORMAL PROCEDURES. See “THE BONDS – Book-Entry Bonds; Securities Depository.” Payments Due on Saturdays, Sundays and Holidays In any case where a Bond Payment Date is not a Business Day, then payment of principal, Redemption Price or interest need not be made on such Bond Payment Date but may be made on the next succeeding Business Day with the same force and effect as if made on such Bond Payment Date, and no interest shall accrue for the period after such Bond Payment Date. Book-Entry Bonds; Securities Depository The Bonds shall initially be registered to Cede & Co., the nominee for the Securities Depository, and no Beneficial Owner will receive certificates representing their respective interests in the Bonds, except in the event the Bond Registrar issues Replacement Bonds. It is anticipated that during the term of the Bonds, the Securities Depository will make book-entry transfers among its Participants and receive and transmit payment of principal of, premium, if any, and interest on, the Bonds to the Participants until and unless the Bond Registrar authenticates and delivers Replacement Bonds to the Beneficial Owners as described in the following paragraphs. The City may decide, subject to the requirements of the Operational Arrangements of DTC (or a successor Securities Depository), and the following provisions of this section to discontinue use of the system of book-entry transfers through DTC (or a successor Securities Depository): (a) If the City determines (1) that the Securities Depository is unable to properly discharge its responsibilities, or (2) that the Securities Depository is no longer qualified to act as a securities depository and registered clearing agency under the Securities and Exchange Act of 1934, as amended, or (3) that the continuation of a book-entry system to the exclusion of any Bonds being issued to any Owner other than Cede & Co. is no longer in the best interests of the Beneficial Owners of the Bonds; or 6 (b) if the Bond Registrar receives written notice from Participants having interest in not less than 50% of the Bonds Outstanding, as shown on the records of the Securities Depository (and certified to such effect by the Securities Depository), that the continuation of a book-entry system to the exclusion of any Bonds being issued to any Owner other than Cede & Co. is no longer in the best interests of the Beneficial Owners of the Bonds, then the Bond Registrar shall notify the Owners of such determination or such notice and of the availability of certificates to owners requesting the same, and the Bond Registrar shall register in the name of and authenticate and deliver Replacement Bonds to the Beneficial Owners or their nominees in principal amounts representing the interest of each, making such adjustments as it may find necessary or appropriate as to accrued interest and previous calls for redemption; provided, that in the case of a determination under (a)(1) or (a)(2) of this paragraph, the City, with the consent of the Bond Registrar, may select a successor securities depository in accordance with the following paragraph to effect book-entry transfers. In such event, all references to the Securities Depository herein shall relate to the period of time when the Securities Depository has possession of at least one Bond. Upon the issuance of Replacement Bonds, all references herein to obligations imposed upon or to be performed by the Securities Depository shall be deemed to be imposed upon and performed by the Bond Registrar, to the extent applicable with respect to such Replacement Bonds. If the Securities Depository resigns and the City, the Bond Registrar or Owners are unable to locate a qualified successor of the Securities Depository, then the Bond Registrar shall authenticate and cause delivery of Replacement Bonds to Owners, as provided herein. The Bond Registrar may rely on information from the Securities Depository and its Participants as to the names of the Beneficial Owners of the Bonds. The cost of printing, registration, authentication, and delivery of Replacement Bonds shall be paid for by the City. In the event the Securities Depository resigns, is unable to properly discharge its responsibilities, or is no longer qualified to act as a securities depository and registered clearing agency under the Securities and Exchange Act of 1934, as amended, the City may appoint a successor Securities Depository provided the Bond Registrar receives written evidence satisfactory to the Bond Registrar with respect to the ability of the successor Securities Depository to discharge its responsibilities. Any such successor Securities Depository shall be a securities depository which is a registered clearing agency under the Securities and Exchange Act of 1934, as amended, or other applicable statute or regulation that operates a securities depository upon reasonable and customary terms. The Bond Registrar upon its receipt of a Bond or Bonds for cancellation shall cause the delivery of the Bonds to the successor Securities Depository in appropriate denominations and form as provided in the Bond Resolution. THE DEPOSITORY TRUST COMPANY 1. The Depository Trust Company (“DTC”), New York, New York, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully- registered bond will be issued for each scheduled maturity of the Bonds, and will be deposited with DTC. 2. DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.6 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a 7 custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of “AA+”. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. 3. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. 4. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. 6. Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. 7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). 8. Redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Issuer or Paying Agent, on the payment date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC nor its nominee, the Paying Agent, or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Issuer or Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. 9. A Beneficial Owner shall give notice to elect to have its Bonds purchased or tendered, through its Participant, to the Paying Agent, and shall effect delivery of such Bonds by causing the Direct Participant to transfer the Participant’s interest in the Bonds, on DTC’s records, to the Paying Agent. The requirement for physical delivery of the Bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Bonds are transferred by Direct Participants on DTC’s records and followed by a book-entry 8 credit of tendered Bonds to the Paying Agent’s DTC account. 10. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Issuer or Paying Agent. Under such circumstances, in the event that a successor securities depository is not obtained, certificates are required to be printed and delivered. 11. The Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, certificates will be printed and delivered to DTC. 12. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the Issuer believes to be reliable, but the Issuer takes no responsibility for the accuracy thereof. THE FINANCING PLAN The Refunding Plan A portion of the proceeds from the sale of the Bonds will be used to currently refund the City’s outstanding General Obligation Refunding Bonds, Series 2010-B and General Obligation Internal Improvement Bonds, Series 2012-A. The following is a description of the bonds to be refunded: General Obligation Bonds, Series 2010-B Outstanding Amount Maturity Date Interest Rate Redemption Date Redemption Price $300,000 10/01/2021 2.70% 11/20/2020 100% 310,000 10/01/2022 2.75% 11/20/2020 100% 135,000 10/01/2023 3.00% 11/20/2020 100% General Obligation Internal Improvement Bonds, Series 2012-A Outstanding Amount Maturity Date Interest Rate Redemption Date Redemption Price $160,000 10/01/2021 1.65% 11/20/2020 100% 160,000 10/01/2022 1.85% 11/20/2020 100% 165,000 10/01/2023 2.00% 11/20/2020 100% 170,000 10/01/2024 2.10% 11/20/2020 100% 175,000 10/01/2025 2.20% 11/20/2020 100% 175,000 10/01/2026 2.35% 11/20/2020 100% 180,000 10/01/2027 2.45% 11/20/2020 100% 9 The Improvements Proceeds from the sale of the Bonds will be used to provide long term financing for certain capital improvement and equipment acquisition projects for the City and to pay the costs associated with the issuance of the Bonds. The improvements and acquisitions are as follows: Project Description Ord./Res. No. Authority Amount* Emergency Communications System Improvements Ord. 20-11043 Kansas Constitution Article 12, Section 5 $2,100,000.00 Fire Fighting Equipment Res. 20-7809 K.S.A. 12-110c 1,318,603.46 Public Water Supply System Improvements – Water Main Tool Res. 20-7880 K.S.A. 65-163d et esq. 3,554,216.48 Total $6,972,819.94 *Plus costs of issuance A portion of the costs of the water main improvements was financed by a loan from the State of Kansas, Department of Health and Environment described below. The City plans to prepay the outstanding balance of the loan on December 4, 2020 from proceeds of the Bonds as follows: Loan Description Project Number Year Maturity Date Original Loan Amount Outstanding Amount Prepayment Amount KDHE 2841 2014 08/01/36 $4,250,000 $3,520,775 $3,520,775 SOURCES AND USES OF FUNDS Funds to be used in the Financing Plan will be provided and applied approximately as follows, exclusive of accrued interest. Sources of Funds: Principal Amount $8,450,000.00 Net Original Issue Premium 593,333.45 Total Sources of Funds $9,043,333.45 Uses of Funds: Deposit to Current Refunding Fund $5,490,411.93 Deposit to Project Construction Fund 3,418,603.46 Costs of Issuance 81,505.99 Underwriter’s Discount 52,812.07 Total Application $9,043,333.45 10 RISK FACTORS AND INVESTMENT CONSIDERATIONS A PROSPECTIVE PURCHASER OF THE BONDS DESCRIBED HEREIN SHOULD BE AWARE THAT THERE ARE CERTAIN RISKS ASSOCIATED WITH THE BONDS WHICH MUST BE RECOGNIZED. THE FOLLOWING STATEMENTS REGARDING CERTAIN RISKS ASSOCIATED WITH THE OFFERING SHOULD NOT BE CONSIDERED AS A COMPLETE DESCRIPTION OF ALL RISKS TO BE CONSIDERED IN THE DECISION TO PURCHASE THE BONDS. PROSPECTIVE PURCHASERS OF THE BONDS SHOULD ANALYZE CAREFULLY THE INFORMATION CONTAINED IN THIS OFFICIAL STATEMENT AND ADDITIONAL INFORMATION IN THE FORM OF THE COMPLETE DOCUMENTS SUMMARIZED HEREIN, COPIES OF WHICH ARE AVAILABLE AND MAY BE OBTAINED FROM THE CITY OR THE UNDERWRITERS. Legal Matters Various state and federal laws, regulations and constitutional provisions apply to the obligations created by the Bonds. There is no assurance that there will not be any change in, interpretation of, or addition to such applicable laws, provisions and regulations which would have a material effect, either directly or indirectly, on the City or the taxing authority of the City. Limitations on Remedies Available to Owners of Bonds The enforceability of the rights and remedies of the owners of Bonds, and the obligations incurred by the City in issuing the Bonds, are subject to the following: the federal Bankruptcy Code and applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter in effect; usual equity principles which may limit the specific enforcement under state law of certain remedies; the exercise by the United States of America of the powers delegated to it by the United States Constitution; and the reasonable and necessary exercise, in certain unusual situations, of the police power inherent in the State of Kansas and its governmental subdivisions in the interest of serving a legitimate and significant public purpose. Bankruptcy proceedings, or the exercise of powers by the federal or state government, if initiated, could subject the owners of the Bonds to judicial discretion and interpretation of their rights in bankruptcy and otherwise, and consequently may involve risks of delay, limitation or modification of their rights. Debt Service Source; Issuer’s Tax Revenues The Bonds 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. The Legislature may from time to time adopt changes in the property tax system or method of imposing and collecting property and/or sales taxes within the State. The effects of such legislative changes could affect the Issuer’s property tax and sales tax collections, and the impact could be material. Other future events, such as the loss of a major taxpayer, reductions in assessed value, increases in property tax rates of overlapping taxing units, or a decrease in sales tax revenues could increase effective property tax rates and the resulting increase could be material. Taxpayers may also challenge the value of property assigned by the county appraiser. If a taxpayer valuation challenge is successful, the liability of the Issuer to refund property taxes previously paid under protest may have a material adverse effect on the Issuer’s financial situation. See “APPENDIX A – FINANCIAL INFORMATION CONCERNING THE CITY - Appraisal and Assessment Procedures.” Kansas Public Employees Retirement System As described in “APPENDIX A – GENERAL INFORMATION CONCERNING THE CITY – Pension and Employee Retirement Plans,” the Issuer participates in the Kansas Public Employees Retirement System (“KPERS”), as an instrumentality of the State to provide retirement and related benefits to public employees in Kansas. KPERS administers three statewide defined benefit retirement plans for public employees which are separate and distinct with different membership groups, actuarial assumptions, experience, contribution rates and benefit options. The Issuer participates in the Police and Firemen’s Retirement System (“KP&F”) and the Public Employees Retirement 11 System – Local Group (the “Plan”). Under existing law, employees make contributions and the Issuer makes all employer contributions to the Plan; neither the employees nor the Issuer are directly responsible for any unfunded accrued actuarial liability (“UAAL”). However, the Plan contribution rates may be adjusted by legislative action over time to address any UAAL. According to KPERS’ Valuation Report, the Local Group had an UAAL of approximately $1.502 billion in calendar year 2019 and KP&F had an UAAL of approximately $949 million. Taxation of Interest on the Bonds Opinions of Bond Counsel will be obtained to the effect that interest earned on the Bonds is excludable from gross income for federal income tax purposes under current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable rulings and regulations under the Code; however, an application for a ruling has not been made and an opinion of counsel is not binding upon the Internal Revenue Service. There can be no assurance that the present provisions of the Code, or the rules and regulations thereunder, will not be adversely amended or modified, thereby rendering the interest earned on the Bonds includable in gross income for federal income tax purposes. The City has covenanted in the Bond Resolution and in other documents and certificates to be delivered in connection with the issuance of the Bonds to comply with the provisions of the Code, including those which require the City to take or omit to take certain actions after the issuance of the Bonds. Because the existence and continuation of the excludability of the interest on the Bonds depends upon events occurring after the date of issuance of the Bonds, the opinion of Bond Counsel described under “TAX MATTERS” assumes the compliance by the City with the provisions of the Code described above and the regulations relating thereto. No opinion is expressed by Bond Counsel with respect to the excludability of the interest on the Bonds in the event of noncompliance with such provisions. The failure of the City to comply with the provisions described above may cause the interest on the Bonds to become includable in gross income as of the date of issuance. Premium on the Bonds The initial offering prices of certain maturities of the Bonds that are subject to optional redemption may be in excess of the respective principal amounts thereof. Any person who purchases such a Security in excess of its principal amount, whether during the initial offering or in a secondary market transaction, should consider that the Bonds are subject to redemption at par under the various circumstances described under THE BONDS – “Redemption Provisions.” No Additional Interest or Mandatory Redemption upon Event of Taxability The Bond Resolution does not provide for the payment of additional interest or penalty on the Bonds or the mandatory redemption thereof if the interest thereon becomes includable in gross income for federal income tax purposes. Likewise, the Bond Resolution does not provide for the payment of any additional interest or penalty on the Bonds if the interest thereon becomes subject to income taxation by the State of Kansas. Suitability of Investment The tax exempt feature of the Bonds is more valuable to high tax bracket investors than to investors who are in low tax brackets, and so the value of the interest compensation to any particular investor will vary with individual tax rates. Each prospective investor should carefully examine this Official Statement, including the Appendices hereto, and its own financial condition to make a judgment as to its ability to bear the economic risk of such an investment, and whether or not the Bonds are an appropriate investment. Market for the Bonds Ratings. The Bonds have been assigned the financial ratings set forth in the section hereof titled RATINGS. 12 There is no assurance that a particular rating will remain in effect for any given period of time or that it will not be revised, either downward or upward, or withdrawn entirely, if in the judgment of the agency originally establishing such rating, circumstances so warrant. Any downward revision or withdrawal of any rating may have an adverse affect on the market price of the Bonds. Secondary Market. There is no assurance that a secondary market will develop for the purchase and sale of the Bonds. Prices of Bonds traded in the secondary market, though, are subject to adjustment upward and downward in response to changes in the credit markets. From time to time it may be necessary to suspend indefinitely secondary market trading in the Bonds as a result of financial condition or market position of broker- dealers, prevailing market conditions, lack of adequate current financial information about the City, or a material adverse change in the financial condition of the City, whether or not the Bonds are in default as to principal and interest payments, and other factors which may give rise to uncertainty concerning prudent secondary market practices. Recent Legislative Proposals Congress and the President periodically work on various proposals to increase income taxes and to reduce tax deductions and expenditures. These discussions have made it clear that the tax exemption of municipal bonds is considered a tax expenditure and as such there is no guaranty that the tax exempt status on municipal bonds will remain unchanged as a result of these discussions. If a legislative change is enacted which results in all, or a portion, of the interest on the Bonds being subjected to Federal income taxes, such legislation or proposals could affect the value or marketability of the Bonds. Prospective purchasers of the Bonds should consult their own tax advisers regarding the impact of any change in law on the Bonds. COVID-19 On March 11, 2020, the World Health Organization proclaimed the Coronavirus (COVID-19) to be a pandemic. In an effort to lessen the risk of transmission of COVID-19, the United States government, state and local governments and private industries have taken measures to limit social interactions in an effort to limit the spread of COVID-19, affecting business activities and impacting global, state and local commerce and financial markets. Within the State, the Governor issued an Executive Order instituting a temporary State-wide stay-at-home order. The stay-at-home order expired on May 4, 2020, and the Governor has provided the framework for a phased reopening of the State’s economy. Governmental authorities continue efforts to contain and limit the spread of COVID-19. Future revenue collections, including property tax and special assessment collections that are essential to repayment of the Bonds, may deviate from historical or anticipated levels. The emergence of COVID-19 and the spread thereof is an emerging and evolving issue. The Issuer is not able to predict and makes no representations as to the economic impact of the COVID-19 pandemic on the Issuer. LEGAL MATTERS All matters incident to the authorization and issuance of the Bonds by the City are subject to the approval of Gilmore & Bell, P.C., Kansas City, Missouri, Bond Counsel to the City. The factual and financial information appearing herein has been supplied or reviewed by certain officials of the City and its certified public accountants, as referred to herein. Bond Counsel has participated in the preparation of the matters appearing in the sections of this Official Statement captioned THE BONDS, LEGAL MATTERS, TAX MATTERS, and APPENDIX B – FORM OF CONTINUING DISCLOSURE UNDERTAKING. 13 TAX MATTERS General The following is a summary of the material federal and State of Kansas income tax consequences of holding and disposing of the Bonds. This summary is based upon laws, regulations, rulings and judicial decisions now in effect, all of which are subject to change (possibly on a retroactive basis). This summary does not discuss all aspects of federal income taxation that may be relevant to investors in light of their personal investment circumstances or describe the tax consequences to certain types of holders subject to special treatment under the federal income tax laws (for example, dealers in securities or other persons who do not hold the Bonds as a capital asset, tax-exempt organizations, individual retirement accounts and other tax deferred accounts, and foreign taxpayers), and, except for the income tax laws of the State of Kansas, does not discuss the consequences to an owner under state, local or foreign tax laws. The summary does not deal with the tax treatment of persons who purchase the Bonds in the secondary market. Prospective investors are advised to consult their own tax advisors regarding federal, state, local and other tax considerations of holding and disposing of the Bonds. Opinion of Bond Counsel In the opinion of Bond Counsel, under the law existing as of the issue date of the Bonds: Federal Tax Exemption: The interest on the Bonds (including any original issue discount properly allocable to an owner thereof) is excludable from gross income for federal income tax purposes. Alternative Minimum Tax. Interest on the Bonds is not an item of tax preference for purposes of computing the federal alternative minimum tax. Bank Qualification. The Bonds have not been designated as “qualified tax-exempt obligations” for purposes of Code §265(b). Kansas Tax Exemption. The interest on the Bonds is exempt from income taxation by the State of Kansas. No Other Opinions. Bond Counsel’s opinions are provided as of the date of the original issue of the Bonds, subject to the condition that the City comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excludable from gross income for federal income tax purposes. The City has covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. Bond Counsel is expressing no opinion regarding other federal, state or local tax consequences arising with respect to the Bonds. Other Tax Consequences Original Issue Discount. For federal income tax purposes, original issue discount (“OID”) is the excess of the stated redemption price at maturity of a security over its issue price. The issue price of a security is generally the first price at which a substantial amount of the security of that maturity has been sold to the public. Under Code § 1288, OID on tax-exempt obligations accrues on a compound basis. The amount of OID that accrues to an owner of a Security during any accrual period generally equals: (a) the issue price of such Security plus the amount of OID accrued in all prior accrual periods; multiplied by (b) the yield to maturity on such Security (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period); minus (c) any interest payable on such Security during such accrual period. The amount of OID so accrued in a particular accrual period will be considered to be received ratably on each day of the accrual period, will be excludable from gross income for federal income tax purposes, and will increase the owner’s tax basis in such Security. Prospective investors should consult their own tax advisors concerning the calculation and accrual of OID. 14 Original Issue Premium. For federal income tax purposes, premium is the excess of the issue price of a Security over its stated redemption price at maturity. The issue price of a Security is generally the first price at which a substantial amount of the Bonds of that maturity have been sold to the public. Under Code §171, premium on tax- exempt obligations amortizes over the term of the Security using constant yield principles, based on the purchaser’s yield to maturity. As premium is amortized, the owner’s basis in the Security and the amount of tax-exempt interest received will be reduced by the amount of amortizable premium properly allocable to the owner, which will result in an increase in the gain (or decrease in the loss) to be recognized for federal income tax purposes on sale or disposition of the Security prior to its maturity. Even though the owner’s basis is reduced, no federal income tax deduction is allowed. Prospective investors should consult their own tax advisors concerning the calculation and accrual of premium. Sale, Exchange or Retirement of Bonds. Upon the sale, exchange or retirement (including redemption) of a Security, an owner of the Security generally will recognize gain or loss in an amount equal to the difference between the amount of cash and the fair market value of any property received on the sale, exchange or retirement of the Security (other than in respect of accrued and unpaid interest) and such owner’s adjusted tax basis in the Security. To the extent the Bonds are held as a capital asset, such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the Security has been held for more than 12 months at the time of sale, exchange or retirement. Reporting Requirements. In general, information reporting requirements will apply to certain payments of principal, interest and premium paid on Bonds, and to the proceeds paid on the sale of Bonds, other than certain exempt recipients (such as corporations and foreign entities). A backup withholding tax will apply to such payments if the owner fails to provide a taxpayer identification number or certification of foreign or other exempt status or fails to report in full dividend and interest income. The amount of any backup withholding from a payment to an owner will be allowed as a credit against the owner’s federal income tax liability. Collateral Federal Income Tax Consequences. Prospective purchasers of the Bonds should be aware that ownership of the Bonds may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, individual recipients of Social Security or Railroad Retirement benefits, certain S corporations with “excess net passive income,” foreign corporations subject to the branch profits tax, life insurance companies, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry or have paid or incurred certain expenses allocable to the Bonds. Bond Counsel expresses no opinion regarding these tax consequences. Purchasers of Bonds should consult their tax advisors as to the applicability of these tax consequences and other federal income tax consequences of the purchase, ownership and disposition of the Bonds, including the possible application of state, local, foreign and other tax laws. RATINGS Moody’s Investors Service has assigned a rating of “Aa3” to the Bonds. Any explanation of the significance of such rating may be obtained only from said rating agency. There is no assurance that the ratings will remain for any given period of time or that they may not be lowered or withdrawn entirely by the rating service if, in their judgment, circumstances so warrant. Any such downward change in or withdrawal of the ratings may have an adverse effect on the market price of the Bonds. MUNICIPAL ADVISOR Stifel, Nicolaus & Company, Incorporated, Kansas City, Missouri, has acted as Municipal Advisor to the City in connection with the sale of the Bonds. The Municipal Advisor has assisted the Issuer with the preparation of this Official Statement, but has not independently verified the factual and financial information contained herein. The Municipal Advisor has also assisted the City with other matters relating to the issuance of the Securities. The fees of the Municipal Advisor are contingent upon the issuance of the Bonds. 15 UNDERWRITING The Bonds were purchased at public sale by Robert W. Baird,& Co., Inc., Red Bank, New Jersey (the “Underwriter”) at a price equal to the par amount of the Bonds, plus a net premium of $593,333.45, less an underwriting discount of $52,812.07. ABSENCE OF MATERIAL LITIGATION The Transcript of Proceedings will contain a certificate of non-litigation dated as of the closing date and executed by the City to the effect that, except as disclosed in the Official Statement, there is no controversy, suit, or proceeding of any kind pending or, to the knowledge of the City, threatened wherein or whereby any question is raised, or may be raised, questioning, disputing, or affecting in any way the legal organization of the City or its boundaries or the legality of any official act shown to have been done regarding the issuance of the Bonds or the constitutionality or validity of the obligation represented by the Bonds or the means provided for the payment of the Bonds. CONTINUING DISCLOSURE The Securities and Exchange Commission (the “SEC”) has promulgated amendments to Rule 15c2-12 (the “Rule”), requiring continuous secondary market disclosure. In connection with the issuance of the Bonds, the Issuer will enter into a continuing disclosure undertaking (the “Disclosure Undertaking”) wherein the Issuer covenants to annually provide certain financial information and operating data (collectively, the “Annual Report”) and other information necessary to comply with the Rule, and to transmit the same to the Municipal Securities Rulemaking Board. Pursuant to the Disclosure Undertaking, this Issuer has agreed to file its Annual Report with the national repository (“EMMA”) not more than 180 days after the end of the City’s Fiscal Year, commencing with Fiscal Year ended in December 31, 2020. In Bond Resolution, the Issuer covenants with the Underwriter and the Beneficial Owners to apply the provisions of the Disclosure Undertaking to the Bonds. This covenant is for the benefit of and is enforceable by the Beneficial Owners of the Bonds. For more information regarding the Disclosure Undertaking, see “APPENDIX B – FORM OF CONTINUING DISCLOSURE UNDERTAKING.” The Issuer believes it has complied during the past five years with its prior undertakings under the Rule, except as follows: 1. On October 1, 2020, the Issuer entered into a Loan Agreement with the Kansas Department of Health and Environment to finance improvements to the City’s water distribution system. On October 16, 2020, the Issuer filed an event notice related to such Loan Agreement, including a notice of failure to timely file. The Issuer’s audited financial statements for each of the last five fiscal years were not completed by the filing deadlines primarily because of challenges with financial software conversion (which has since been completed), staff turnover and delayed receipt of component unit audits. In compliance with the Issuer’s prior disclosure undertakings, the Issuer timely filed unaudited financial statements and promptly filed audited financial statements when they became available. CERTIFICATION OF THIS OFFICIAL STATEMENT The preparation and distribution of this Official Statement has been authorized by the City. This Official Statement is hereby duly approved by the governing body of the City as of the date on the cover page hereof. CITY OF SALINA, KANSAS A-1 APPENDIX A FINANCIAL OVERVIEW OF THE CITY 2019 Estimated Actual Valuation (1) $ 3,294,115,685 2019 Assessed Valuation $ 509,082,680 Outstanding General Obligation Bonds (2) $ 65,330,000 Population (2018 U.S. Census Bureau Estimate) 46,550 General Obligation Debt Per Capita $ 1,403 Ratio of General Obligation Debt to Estimated Actual Valuation 1.98% Ratio of General Obligation Debt to Estimated Assessed Valuation 12.83% Outstanding Temporary Notes $ 7,050,000 Outstanding State Loans (3) $ 32,648,609 Outstanding Lease Purchase Obligations $ 656,261 Outstanding Utility System Revenue Bonds $ 9,615,000 Outstanding Special Obligation Revenue Bonds $ 22,400,000 Overlapping General Obligation Debt (4) $ 116,091,878 Direct and Overlapping General Obligation Debt (5) $ 221,120,487 Direct and Overlapping General Obligation Debt Per Capita $ 4,750 Ratio of Direct and Overlapping Debt to Estimated Actual Valuation 6.71% Ratio of Direct and Overlapping Debt to Estimated Assessed Valuation 43.44% _________________ (1) For a further description of how Estimated Actual Valuation is calculated and additional historical figures see the section titled FINANCIAL INFORMATION CONCERNING THE CITY – “Estimated Actual Valuation”. (2) Includes the Bonds. Does not include outstanding bonds to be refunded with the proceeds from the sale of the Bonds. See THE FINANCING PLAN – “The Refunding Plan” herein. (3) Does not include the loan to be redeemed with proceeds from the sale of the Bonds. See THE FINANCING PLAN – “The Improvements” herein. The City intends to repay such loans from the net revenues of its municipal water and sewer system. However, such loans are ultimately secured by the City’s full faith and credit. See DEBT SUMMARY OF THE CITY – “Current Indebtedness – State Loans”. (4) For a more detailed explanation of the overlapping debt of the other jurisdictions, see DEBT SUMMARY OF THE CITY - “Current Indebtedness – Overlapping Debt”. (5) Includes outstanding general obligation bonds, temporary notes and state loans of the City and general obligation bonds of overlapping jurisdictions. A-2 GENERAL INFORMATION CONCERNING THE CITY Location and Size The City of Salina is located in north central Kansas, near the geographic center of the contiguous United States. It is the seventh largest city in Kansas, with a 2019 U.S. Census Bureau estimate of 46,550. The City is the county seat for Saline County which had an estimated 2019 U.S. Census Bureau population estimate of 54,224. Situated at the intersection of Interstate Highways 70 and 135, the City of Salina serves as the industrial, medical, retail, trade and service hub for north central Kansas. Kansas City, Kansas, and Wichita, Kansas, are 175 and 95 miles away, respectively, via the direct access of these two major highways. The City encompasses a total area of approximately 23 square miles. Government The Town of Salina was organized in 1858 under the Town and Village Act in the State of Kansas. The City has had a Commission-City Manager form of government since 1921. The Commission comprises five members elected at-large. Each year the Commission chooses one member to act as Mayor. The City Manager is appointed by the Governing Body and acts as its primary agent in accordance with state statute. Other city officers and employees are appointed by the City Manager. The Governing Body is responsible for the policy determination, and the City Manager is responsible for the administration of the municipal government. Salina became a City of the first class on July 9, 1920. There are no organized city employee unions. The present elected officials of the City, along with the expiration of their current terms of office, are as follows: Name Title Term Expires Mike Hoppock Mayor 2022 Melissa Rose Hodges Vice Mayor 2022 Trent W. Davis, M.D. Commissioner 2024 Karl F. Ryan Commissioner 2024 Rod Franz Commissioner 2022 Population The following table and graph show the population for the City for selected years as provided by the U.S. Census Bureau. All figures are estimates unless otherwise indicated. U.S. Census Year Bureau Population 2019 46,550 2018 46,716 2017 46,994 2016 47,336 2015 47,813 2010 (Actual) 47,777 A-3 Police and Fire Protection The City of Salina provides police and fire protection services to residents of the City and surrounding areas. The two departments employ 202 full-time employees for out of the 445 total employed by the City. Firefighting services are provided from four stations located throughout the City with 88 full-time firefighters. The fire department operates 31 vehicles and provides emergency medical services. The Department was recently upgraded to an Insurance Services Office rating of 2. The police department employs 109 personnel, of which 83 are sworn positions. The Department operates 45 police vehicles, including patrol vehicles, motorcycles, and scooters. Both Departments are accredited by their respective professional organizations. Educational Facilities The City of Salina has a very complete and diverse educational system from the primary level up to its higher educational institutions. Unified School District No. 305 provides public education through its eight elementary, two middle, and two senior high schools. The District also operates alternative education, vocational-technical, and special education schools. Current enrollment is approximately 7,300. Additionally, there are a number of parochial institutions that operate two grade schools, two junior high schools, and one senior high school. The City is home to five regional or private upper-level specialty schools. The Kansas Highway Patrol has a training academy located in Salina. Kansas State University Polytechnic Campus at Salina. The University offers a variety of two- and four-year aviation and technology degree programs. Areas of emphasis include civil, electrical and mechanical engineering technologies, aeronautical studies, and avionics. The campus is located entirely within the boundaries of the Salina Airport Industrial Center. Approximately 814 students are currently enrolled in the school. Kansas Wesleyan University. Kansas Wesleyan University was founded in 1886 and is located within the City. Currently, Kansas Wesleyan maintains an enrollment of approximately 825 students, the majority from Kansas and surrounding states. The school, based on a liberal arts foundation, offers more than 50 major programs, including graduate studies. Evening degree completion programs for adults are also available. Kansas Wesleyan is a member of the Associated Colleges of Central Kansas, a consortium of six academic institutions within 70 miles of the University through which students may enroll in courses and utilize resources. The University of Kansas School of Medicine and School of Nursing have a campus in Salina. This campus is aimed at students with a strong desire to practice medicine in rural areas. The School of Medicine accepts just 8 students and the School of Nursing started with 17 students in 2017 with plans to grow to 48 students. Transportation In addition to I-70 and I-135, US-81 and US-40 also intersect Salina. Several freight companies provide motor freight service in Salina with direct and connecting schedules to all cities in the United States. Bus service is available at regular intervals during each day in all directions. Union Pacific gives the City rail service in four directions out of the City and provides daily package-car service in and out of Salina. There are approximately 8 daily freights stopping in the City. Existing terminals have adequate capacity to handle present and greatly increased future capacity. Approximately 30 miles of storage tracks are available. The City is served by the Salina Regional Airport and scheduled air service is provided by United Airlines. The airline offers daily scheduled passenger air service to Denver International Airport and Chicago O’Hare International Airport. A-4 Utilities and Infrastructure Evergy, Inc. supplies electricity and Kansas Gas Service provides natural gas to the City. The City owns its own water and sewage system. Additionally, the City is responsible for street maintenance and police and fire protection for the Airport. SBC provides telephone service. Two cellular phone companies provide service to the City. Health Facilities The City is served by Salina Regional Health Center (“SRHC”), a 394-bed (223 staffed) regional facility. SRHC is an acute care facility for the diagnosis and treatment of all types of diseases and conditions, and includes a cancer treatment center and two medical office buildings. The institution is also a 50% partner in a separate surgical hospital adjacent to the Asbury campus of SRHC. Several other facilities providing mental health services, counseling, and alcohol and drug dependency treatment programs are located in the City. Financial Institutions Four banks are headquartered in the City and reported combined deposits in excess of $942.056 million as of Spring, 2019. A savings bank has a branch office in the City. There are several credit unions available in the city. Source: Kansas Bank Directory Pension and Employee Retirement Plans The Issuer participates in the Kansas Public Employees Retirement System (“KPERS”) established in 1962, as an instrumentality of the State, pursuant to K.S.A. 74-4901 et seq., to provide retirement and related benefits to public employees in Kansas. KPERS is governed by a board of trustees consisting of nine members each of whom serve four-year terms. The board of trustees appoints an executive director to serve as the managing officer of KPERS and manage a staff to carry out daily operations of the system. As of June 30, 2019, KPERS serves approximately 318,000 members and approximately 1,500 participating employers, including the State, school districts, counties, cities, public libraries, hospitals and other governmental units. KPERS administers the following three statewide, defined benefit retirement plans for public employees: (a) Kansas Public Employees Retirement System; (b) Kansas Police and Firemen’s Retirement System; and (c) Kansas Retirement System for Judges. These three plans are separate and distinct with different membership groups, actuarial assumptions, experience, contribution rates and benefit options. The Kansas Public Employees Retirement System is the largest of the three plans, accounting for approximately 95% of the members. The Kansas Public Employees Retirement System is further divided into two separate groups, as follows: (a) State/School Group - includes members employed by the State, school districts, community colleges, vocational-technical schools and educational cooperatives. The State of Kansas makes all employer contributions for this group, the majority of which comes from the State General Fund. (b) Local Group - all participating cities, counties, library boards, water districts and political A-5 subdivisions are included in this group. Local employers contribute at a different rate than the State/School Group rate. KPERS is currently a qualified, governmental, § 401(a) defined benefit pension plan, and has received IRS determination letters attesting to the plan’s qualified status dated October 14, 1999 and March 5, 2001. KPERS is also a “contributory” defined benefit plan, meaning that employees make contributions to the plan. This contrasts it from noncontributory pension plans, which are funded solely by employer contributions. The Issuer's employees currently annually contribute 6% of their gross salary to the plan if such employees are KPERS Tier 1 members (covered employment prior to July 1, 2009), KPERS Tier 2 members (covered employment on or after July 1, 2009), or KPERS Tier 3 members (covered employment on or after January 1, 2015). The Issuer's contribution varies from year to year based upon the annual actuarial valuation and appraisal made by KPERS, subject to legislative caps on percentage increases. The Issuer's contribution is 8.61% of the employee’s gross salary for calendar year 2020. The Issuer’s contribution is projected to change to 8.87% of gross compensation for calendar year 2021. In addition, the Issuer contributes 1% of the employee’s gross salary for Death and Disability Insurance for covered employees. According to the Valuation Report as of December 31, 2019 (the “2019 Valuation Report”) the KPERS Local Group, of which the Issuer is a member, carried an unfunded accrued actuarial liability (“UAAL”) of approximately $1.502 billion at the end of 2019. The amount of the UAAL in 2019 changed from the previous year’s amount due to the factors discussed in the 2019 Valuation Report; such report also includes additional information relating to the funded status of the KPERS Local Group, including recent trends in the funded status of the KPERS Local Group. A copy of the 2019 Valuation Report is available on the KPERS website at kpers.org/about/reports.html. The Issuer has no means to independently verify any of the information set forth on the KPERS website or in the 2019 Valuation Report, which is the most recent financial and actuarial information available on the KPERS website relating to the funded status of the KPERS Local Group. The 2019 Valuation Report sets the employer contribution rate for the period beginning January 1, 2022, for the KPERS Local Group, and KPERS’ actuaries identified that an employer contribution rate of 8.90% of covered payroll would be necessary, in addition to statutory contributions by covered employees, to eliminate the UAAL by the end of the actuarial period set forth in the 2019 Valuation Report. The statutory contribution rate of employers currently equals the 2019 Valuation Report’s actuarial rate. As a result, members of the Local Group are adequately funding their projected actuarial liabilities and the UAAL can be expected to diminish over time. The required employer contribution rate may increase up to the maximum statutorily allowed rate, which is 1.2% in fiscal year 2017 and thereafter. The Issuer has established membership in the Kansas Police and Fire Retirement System (“KP&F”) for its police and fire personnel. KP&F is a division of and is administered by KPERS. Annual contributions are adjusted annually based on actuarial studies, subject to legislative caps on percentage increases. According to the 2019 Valuation Report, KP&F carried an UAAL of approximately $949 million at the end of 2019. For KP&F, the Issuer's employees currently annually contribute 7.15% of their gross salary to the plan. For the year beginning January 1, 2020, the Issuer contributes 21.93% of employees’ gross compensation. Beginning January 1, 2021, the Issuer’s contribution is projected to change to 22.80% of gross compensation for calendar year 2021. The Issuer is required to implement GASB 68 – Accounting and Financial Reporting for Pensions. KPERS produces a Schedule of Employer and Nonemployer Allocations and Schedules of Pension Amounts by Employer and Nonemployer (the “GASB 68 Report”) which provides the net pension liability allocated to each KPERS participant, including the Issuer. The GASB 68 Report is available on the KPERS website at kpers.org/about/reports.html. The Issuer has no means to independently verify any of the information set forth on the KPERS website or in the GASB 68 Report. It is important to note that under existing State law, the Issuer has no legal obligation for the UAAL or the net pension liability calculated by KPERS, and such figures are for informational purposes only. A-6 Other Information Public recreation facilities available to city residents include 27 parks, a public golf course, baseball/softball fields, the Kenwood Cove Aquatic Park, the Stifel Theatre for the Performing Arts, the Salina Community Theater, two museums and tennis courts. Two private clubs provide additional recreational opportunities for residents of the City. The Tony’s Pizza Events Center (formerly the Bicentennial Center), a 7,500-seat facility, with over 40,000 square feet of exhibit space, nicknamed “Mid-America’s Meeting Place”, provides a venue for the region’s numerous concerts, exhibitions, conventions, and other events are also held in the Center. There are several radio stations in the City. Five standard television stations from Wichita serve the Salina area. Additionally, Cox Communications provides cable television and broadband internet service to subscribing customers. One public library with over 230,000 volumes, two college libraries, a medical library, and a law library are located within the City. ECONOMIC INFORMATION CONCERNING THE CITY The City of Salina benefits from its location at the junction of Interstate Highways 70 and 135. This convenient location has drawn numerous national and regional companies to open manufacturing or distribution centers in or adjacent to the City. Such companies include Schwan’s Global Supply Chain, Inc., Salina Vortex, GeoProbe, Bergkamp, Kasa Industrial Controls, Premier Pneumatics, Great Plains Manufacturing, PKM Steel, Crestwood Cabinets, McShares, Inc., Pepsi Cola, Rev Group, Exide Battery, Advance Auto Parts Distribution Center, and Signify. Currently, manufacturing, retail trade, and service industries rank as the three primary employers in the City. No single industry is dominant. The government sector and wholesale trade industries make up the second tier of Salina employers. The City serves as a 24-county regional trade center for north central Kansas. Many individuals and businesses within a 70-mile radius travel to the City to purchase consumer goods and services. This designation as a regional trade center is supported by the fact that the City had the third highest “trade pull factor” of all Kansas first class cities in 2017 according to Kansas State University. City trade pull factor is computed by dividing the per capita sales tax of a city by the statewide per capita sales tax. According to the Economic Impact Report, from December 31, 2016, over businesses and organizations at the Salina Regional Airport and Airport Industrial Center employed 5,996 employees with a total level economic activity for 2017 for approximately $1,1,68,468,359 . The report also cited that the Airport/Airport Industrial Center accounted for 14.3 percent of the employment in Saline County and 37 percent of the total economic activity in a seven-county area. The estimated median household income for the City in 2018 was $49,079 and owner-occupied housing rates in the City were 64.7%. Salina is a city centered more on industry than agriculture. Currently, there are approximately 100 manufacturing and processing companies located in the City. The City, Saline County, the Chamber of Commerce, and the Salina Airport Authority have developed several economic incentives which can be offered as inducements to opening industrial facilities. These include property tax abatement for basic industry, the waiving of building permit and inspection fees, refunding of sales tax paid on machinery and equipment, and providing training for employees through the Salina Area Technical College and the Kansas State University at Salina. Additionally, a “build- to-suit-tenant” agreement is available on sites in the Airport Industrial Center that can provide 100% financing for land and building costs. A-7 In recent years, Dillon Companies, Inc., a subsidiary of Kroger Company, recently opened a 77,000 square foot facility. Dick’s Sporting Goods and Marshalls clothing store opened in a building formerly occupied by Sutherland Lumber Company. In addition, several new restaurants have opened or expanded, including Olive Garden, Longhorn Steakhouse, Starbucks, Taco Bell and Daimaru Steakhouse. The Salina Airport Authority The Salina Airport Authority (the “Authority”) is a body corporate and politic. The Authority was created by the City of Salina in April 1965 pursuant to the authority granted by the City by the surplus property and public airport authority act of the State of Kansas. The Authority was created for the purpose of accepting as surplus property portions of the former Schilling Air Force Base, which was closed by the United States Department of Defense in June 1965. By quitclaim deed the Authority received over 2,900 acres of land and numerous buildings for the purpose of operating and developing the Salina Municipal Airport and the Salina Airport Industrial Center. The Authority is managed and controlled by a five-member Board of Directors appointed by the Salina City Commission. In 2012, the Salina Municipal Airport was renamed the Salina Regional Airport. The Salina Regional Airport (the “Airport”) is the only commercial service airport serving Salina/Saline County and the 24-county area, which comprises North Central Kansas. The Airport also services the corporate, business, private aviation and flight training needs of industry, business and individuals in the area. The Airport is also used by Kansas State University Polytechnic (“KSUP”). The campus of KSUP is located adjacent to the Airport. KSUP offers degrees in professional flight training, airframe and power plant maintenance, UAS, airport management and avionics technology. In April 2018, United Airlines began daily service from Salina to Chicago and Denver. The airline provides maximum connection opportunities for both business and leisure travelers. Customers also have the opportunity to accrue frequent flier miles in United’s MileagePlus loyalty program. With 550 daily United and United Express flights from Chicago and 370 daily United and United Express flights from Denver, Salina travelers have access to destinations around the globe. Salina passengers enjoy service aboard the quiet, comfortable Bombardier- manufactured Canadair Regional Jet, CRJ200. SkyWest Airlines is a top CRJ200 operator and has been named manufacturer’s most reliable operator in North America five times. Also adding to the increased enplanement count is the Airport’s status as an Airport of Embarkation/Debarkation by the Fort Riley, Kansas Army Installation located just 60 miles to the east of Salina on I-70. The Airport also accommodates a wide variety of aircraft including business jets, military, flight training and general aviation aircraft. During 2019, the Salina Air Traffic Control Tower logged over 76,000 aircraft operations serving the needs of over 7,000 business jets, the professional flight training department of Kansas State University, general aviation and military aircraft. The Airport’s fixed base operator, Avflight Salina, delivered over 2.2 million gallons of fuel to the wide variety of aircraft utilizing the Airport during 2019 and 118,337 as of January 2020. The Airport and Airport Industrial Center is home for over 100 businesses and organizations. Fifty- eight of the businesses and organizations are tenants of the Authority. One of the primary functions of the Authority is to facilitate the continued growth of jobs and payroll at the Airport and Airport Industrial Center. The Authority works in partnership with the City of Salina, Saline County, and the Salina Area Chamber of Commerce, and the Kansas Department of Commerce for the retention of existing business and industry and the recruitment of new business and industry. A 2016 report prepared by the Docking Institute at Fort Hays State University cited the business and organizations located at the Salina Regional Airport and Airport Industrial Center contributed approximately 60 percent of the total economic activity in Saline County during 2014. . In 2020 it was announced that Schwan’s Company will undertake a 400,000 square foot expansion of its production plant at the Industrial Center which will result in up to 225 new full-time jobs. A-8 Major Employers Industrial development during the past ten years has established a broad, industrial base in and around the City. A list of the major employers is as follows. All figures represent total full-time employment excluding seasonal and part-time employees. Estimated Name Product/Business Employment Salina Regional Health Center Healthcare 1,875 Schwan’s Global Supply Chain, Inc. Manufacturing 1,700 Unified School District No. 305 School System 1,500 Great Plains Manufacturing Agricultural & Landscaping Equipment 1,100 Exide Technologies Battery Manufacturer 600 City of Salina City Government 425 Salina Vortex Manufacturing 375 REV Group Manufacturing 300 Walmart Discount Retail 250 Signify Manufacturing 190 Source: Salina Chamber of Commerce Income The following table shows the per capita personal income for residents of Saline County and the State during the years indicated: Saline State of Year County Kansas 2018 N/A $50,155 2017 47,945 47,603 2016 44,732 47,221 2015 43,552 47,161 2014 41,447 46,393 2013 41,096 45,838 2012 40,235 44,795 Source: Kansas Statistical Abstract Labor Force The following tables show the labor force figures for the City of Salina and the State of Kansas. City of Salina: Total Unemployment Year Labor Force Employed Unemployed Rate 2020 (July) 26,234 24,359 1,875 7.1% 2019 25,338 24,583 755 3.0 2018 25,685 24,784 781 3.1 2017 26,055 25,198 857 3.3 2016 26,194 25,170 1,024 3.9 2015 26,353 25,313 1,040 3.9 A-9 State of Kansas: Total Unemployment Year Labor Force Employed Unemployed Rate 2020 (July) 1,514,277 1,398,366 115,911 7.7% 2019 1,486,620 1,439,563 47,057 3.2 2018 1,491,587 1,445,819 45,768 3.1 2017 1,478,783 1,425,216 53,567 3.6 2016 1,484,001 1,422,122 61,879 4.2 2015 1,499,009 1,435,884 63,125 4.2 Source: Kansas Department of Labor DEBT SUMMARY OF THE CITY Current Indebtedness The following is an overview of the City’s outstanding indebtedness by classification as of the dated date of the Bonds. General Obligation Bonds: Date Amount Final Amount Issued Series Purpose of Issue Maturity Outstanding 10-15-10 2010-B Refunding 7,860,000 10-01-23 0(1) 07-15-11 2011-A Improvements 6,565,000 10-01-21 375,000 07-15-12 2012-A Improvements 2,365,000 10-01-27 0(1) 02-15-13 2013-A Taxable Improvements 1,360,000 10-01-28 815,000 07-15-13 2013-B Improvements 4,330,000 10-01-33 2,660,000 07-30-14 2014-A Improvements 7,570,000 10-01-34 4,305,000 07-29-15 2015-A Refunding and Improvement 6,825,000 10-01-35 5,160,000 07-27-16 2016-A Improvements 6,570,000 10-01-36 5,505,000 07-27-16 2016-B Refunding 13,750,000 10-01-31 11,785,000 07-27-17 2017-A Improvements 9,310,000 10-01-37 8,350,000 11-27-18 2018-A Improvements 2,090,000 10-01-33 1,865,000 04-24-19 2019-A Improvements 11,090,000 10-01-39 10,850,000 04-29-20 2020-A Improvements 5,210,000 10-01-35 5,210,000 11-19-20 2020-B Refunding and Improvement 8,450,000 10-01-36 8,450,000 Total $65,330,000 (1) Does not include bonds to be refunded with the proceeds from the sale of the Bonds. A portion of the City’s outstanding general obligation bonds are payable from special assessments levied upon properties benefited by certain internal improvement projects, local option sales tax and transfers from enterprise funds of the City. If such payments are not provided in a timely manner, the principal of and interest on the bonds must then be paid from the City’s ability to levy unlimited ad valorem taxes. See FINANCIAL INFORMATION - “Special Assessments” for a further description of special assessment financing. A-10 Temporary Notes: Series Date Issued Final Maturity Date Original Note Amount Amount Outstanding 2020-1 04-29-20 05-01-21 $7,050,000 $7,050,000 Utility System Revenue Bonds: Revenue bonds are payable solely from the net revenues derived by the City from the operation of its combined water and sewage system. Revenue bonds do not represent a general obligation indebtedness of the City for which the City’s taxing ability has been pledged. Date Issued Pledged Revenue Series Amount of Issue Final Maturity Amount Outstanding 09-11-19 Water and Sewer System 2019 $10,330,000 10-01-31 $9,615,000 Lease Obligations (as of December 31, 2019): Special Obligation Revenue Bonds: The following special obligation revenue bonds are payable solely from sales tax collected within certain special districts in the City. Revenue bonds do not represent a general obligation indebtedness of the City for which the City’s taxing ability has been pledged. Date Issued Pledged Revenue Series Amount of Issue Final Maturity Amount Outstanding 12-21-18 Sales Tax Revenue 2018-A $18,250,000 12-01-38 $18,080,000 12-21-18 Sales Tax Revenue 2018-B 4,320,000 12-01-38 4,320,000 Total: $22,400,000 State Loans The following is a list of outstanding loans the City has taken out through the Kansas Department of Health and Environment (“KDHE”) revolving loan fund programs. KDHE loans are typically repaid by net revenues from municipal water or sewer systems. Regardless of the intended source of repayment, the loans are ultimately secured by the City’s ability to levy unlimited ad valorem property taxes. Project Number Purpose Year Originated Final Payment Date Original Amount Amount Outstanding KDHE 2629 Water 2014 08-01-34 $8,562,911 $6,044,214 KDHE 2841 Water 2015 08-01-35 4,250,000 0(1) KDHE 2917 Water 2019 02-01-40 32,000,000 22,171,697(2) KDHE 2957 Water 2019 02-01-40 4,250,000 3,343,310(2) KDHE 2050 Water 2020 08-01-41 2,250,000 1,089,388(2) KDHE 2997 Water 2020 03-01-35 4,250,000 _______0(2) $32,648,609 (1) Does not include amounts to be redeemed with proceeds from the sale of the Bonds. Item Year Issued Original Amount Final Year Amount Outstanding HVAC System 2012 $1,100,000 2027 $656,261 A-11 (2) Construction on these projects is in progress. The outstanding principal amounts are expected to increase as the Issuer draws additional proceeds to fund construction. Overlapping Debt According to audited financial statements and bond offering documents, the following table shows the overlapping general obligation indebtedness of the City as of the date of the Bonds. The percent of an overlapping jurisdiction’s debt that is applicable to the City is calculated by dividing the assessed valuation of that portion of the jurisdiction’s boundaries which overlap those of the City by the total assessed valuation of such jurisdiction. Annual Debt Payments The following is a list of annual debt service requirements for the City’s currently outstanding general obligation bonded indebtedness. All amounts are rounded to the nearest whole dollar. 2021 4,710,000 1,820,290 $835,000 $202,898 $7,568,188 2022 4,875,000 1,594,509 830,000 209,062 7,508,571 2023 4,905,000 1,405,039 670,000 184,163 7,164,202 2024 4,830,000 1,215,494 560,000 164,062 6,769,556 2025 4,510,000 1,086,169 575,000 147,263 6,318,432 2026 3,785,000 960,649 595,000 130,012 5,470,661 2027 3,545,000 851,616 610,000 112,162 5,118,778 2028 3,410,000 752,731 455,000 93,863 4,711,594 2029 3,130,000 655,474 465,000 80,212 4,330,686 2030 2,655,000 570,061 480,000 66,263 3,771,324 2031 2,650,000 495,259 405,000 51,862 3,602,121 2032 2,555,000 418,964 420,000 39,713 3,433,677 2033 2,535,000 342,350 425,000 31,313 3,333,663 2034 2,345,000 265,394 435,000 22,812 3,068,206 2035 2,125,000 194,250 440,000 14,113 2,773,363 2036 1,610,000 130,763 250,000 5,312 1,996,075 2037 1,240,000 83,175 - - 1,323,175 2038 725,000 43,950 - - 768,950 2039 740,000 22,200 - - 762,200 $56,880,000 $12,908,335 $8,450,000 $1,555,085 $79,793,422 Amount Estimated Share of the City Jurisdiction Outstanding Amount Percentage Salina Airport Authority $ 18,750,000 $ 18,750,000 100.00% Saline County 212,786 157,258 73.90 Unified School District No. 305 104,270,000 97,184,620 93.20 $116,091,878 Existing Bonds Series 2020-B Bonds Year Principal Interest Principal Interest Total A-12 Historical Debt Information The following table shows historical balances of outstanding general obligation bonds for the City during the most recent five-year period. Bonds Debt to Debt to U.S. Debt Outstanding Assessed Estimated Actual Census Per Year December 31 Valuation Valuation Population Capita 2019 $58,710,000 11.53% 1.78% 46,550 $1,261.22 2018 54,885,000 11.25 1.74 46,716 1,174.87 2017 59,985,000 12.46 1.94 46,994 1,276.44 2016 56,875,000 12.03 1.87 47,336 1,201.52 2015 57,535,000 12.43 1.94 47,813 1,203.33 2014 63,805,000 13.98 2.19 47,867 1,332.96 Future Indebtedness The City annually prepares and adopts a five-year capital improvements plan. This plan identifies and prioritizes potential capital improvement projects within the City and includes the respective funding sources. Over the next two years the City anticipates issuing general obligation bonds to retire its outstanding general obligation notes as well as providing general obligation note and/or bond funding for approximately $26.3 million of improvements. A portion of the debt service payments on bonds issued for these projects are anticipated to be paid from local sales tax and utility system fees. The City has recently discussed the delaying several of these projects in light of the COVID-19 situation. Borrowing amounts described above do not include future subdivision improvement projects financed with general obligation bonds payable as to both principal and interest in part from special assessments levied upon the benefitted property. The City typically undertakes such projects after receiving and reviewing a valid petition from property owners. See FINANCIAL INFORMATION – “Special Assessments”. The City has been involved with civil litigation concerning environmental contamination in certain areas in the vicinity of the Salina Regional Airport and the Salina Airport Industrial Center. The contamination was caused by military activity that occurred between 1942 and 1966 when the site was operated as the Schilling Air Force Base. The City, the Salina Airport Authority, Unified School District No. 305, and Kansas State University (the “Salina Public Entities”) sued the United States seeking federal funds to clean up federal agency (DoD) caused contamination. The Salina Public Entities reached a mediated settlement agreement with the U.S. Department of Justice (DOJ) and the terms of the settlement are detailed in a Consent Decree filed in U.S. District Court on May 2nd, 2013. The Consent Decree provided for a 10% local share of initial project costs paid by the City. The Consent Decree provided for a remedial investigation and feasibility study (RI/FS) to determine the extent and severity of the contamination and to determine the best method of remediation. The RI/FS has been completed within budget. The Kansas Department of Health and Environment’s Corrective Action Decision (CAD) was issued on July 29, 2019. Issuance of the CAD provided the basis for the resumption of mediation with the Federal Government to determine respective financial responsibilities for remediating the contamination. Mediation resulted in a negotiated settlement ultimately documented in the form of a Consent Decree. The Consent Decree has been formally approved by the Salina Public Entities and the DOJ. Upon the anticipated approval of the Consent Decree by the federal district court, the United States will make the negotiated lump-sum settlement payment to the Salina Public Entities for the purpose of completing the remediation project called for under the CAD. If the contingent need for additional funding to complete the project results in identification of a potentially material local share of the remediation cost, it may be necessary for the City to issue debt to fund the local share. The exact timing and amount, if any, of such borrowing cannot be determined at this time. A-13 Debt Payment Record The City has always met principal and interest payments on all outstanding bonds and temporary notes when due and payable. Legal Debt Limits Cities within Kansas are permitted to issue bonds in an aggregate amount not to exceed 30% of the total assessed valuation of the city. Bonds issued for the purpose of improving, acquiring, enlarging, or extending municipal utilities, including storm and sanitary sewer systems; bonds issued to pay the cost of improvements to intersections and streets in front of city or school district property; bonds for bridges as authorized by a vote of the electors of a city; bonds issued to refund outstanding bonds; and bonds payable from revenue sources other than the general taxing authority of the city are not included in total aggregate debt for purposes of computing a city’s debt limitation. FINANCIAL INFORMATION CONCERNING THE CITY Accounting, Budgeting and Auditing Procedures The City follows a modified accrual basis of accounting for all tax supported funds of the City, including the General Fund. An annual budget of estimated receipts and disbursements for the coming calendar year is required by statute to be prepared for all funds (unless specifically exempted). The budget is prepared utilizing the modified accrual basis which is further modified by the encumbrance method of accounting. For example, commitments such as purchase orders and contracts, in addition to disbursements and accounts payable, are recorded as expenditures. The budget lists estimated receipts by funds and sources and estimated disbursements by funds and purposes. The proposed budget is presented to the governing body of the City prior to August 1, with a public hearing required to be held prior to August 15, with the final budget to be adopted by a majority vote of the governing body of the City prior to August 25 of each year (or October 1 if the City must conduct an election to increase property taxes above the tax lid described below). Budgets may be amended upon action of the governing body after notice and public hearing, provided that no additional tax revenues may be raised after the original budget is adopted. The City may levy taxes in accordance with the requirements of its adopted budget. Property tax levies are based on the adopted budget of the City and the assessed valuations provided by the County appraiser. The Kansas Legislature passed legislation in 2015 and 2016 that, among other things, imposes an additional limit on the aggregate amount of property taxes that may be imposed by cities and counties, without a majority vote of qualified electors of the city or county (the “Tax Lid”). The Tax Lid became effective on January 1, 2017, and provides that, subject to certain exceptions, no city or county may approve an appropriation or budget which provides for funding by property tax revenues in an amount exceeding that of the immediately prior year, as adjusted to reflect the average changes in the consumer price index for the preceding five calendar years and provided that such average shall not be less than zero, unless approved by a majority vote of electors. The Tax Lid does not require an election in the following situations: “(1) Increased property tax revenues that, in the current year, are produced and attributable to the taxation of: (A) The construction of any new structures or improvements or the remodeling or renovation of any existing structures or improvements on real property, which shall not include any ordinary maintenance or repair of any existing structures or improvements on the property; (B) increased personal property valuation; (C) real property located within added jurisdictional territory; (D) real property which has changed in use; A-14 (E) expiration of any abatement of property from property tax; or (F) expiration of a tax increment financing district, rural housing incentive district, neighborhood revitalization area or any other similar property tax rebate or redirection program. (2) Increased property tax revenues that will be spent on: (A) Bond, temporary notes, no fund warrants, state infrastructure loans and interest payments not exceeding the amount of ad valorem property taxes levied in support of such payments, and payments made to a public building commission and lease payments but only to the extent such payments were obligations that existed prior to July 1, 2016; (B) payment of special assessments not exceeding the amount of ad valorem property taxes levied in support of such payments; (C) court judgments or settlements of legal actions against the city or county and legal costs directly related to such judgments or settlements; (D) expenditures of city or county funds that are specifically mandated by federal or state law with such mandates becoming effective on or after July 1, 2015, and loss of funds from federal sources after January 1, 2017, where the city or county is contractually obligated to provide a service; (E) expenses relating to a federal, state or local disaster or federal, state or local emergency, including, but not limited to, a financial emergency, declared by a federal or state official. The board of county commissioners may request the governor to declare such disaster or emergency; or (F) increased costs above the consumer price index for law enforcement, fire protection or emergency medical services. (3) Any increased property tax revenues generated for law enforcement, fire protection or emergency medical services shall be expended exclusively for these purposes but shall not be used for the construction or remodeling of buildings. (4) The property tax revenues levied by the city or county have declined: (A) In one or more of the next preceding three calendar years and the increase in the amount of funding for the budget or appropriation from revenue produced from property taxes does not exceed the average amount of funding from such revenue of the next preceding three calendar years, adjusted to reflect changes in the consumer price index for all urban consumers as published by the United States department of labor for the preceding calendar year; or (B) the increase in the amount of ad valorem tax to be levied is less than the change in the consumer price index plus the loss of assessed property valuation that has occurred as the result of legislative action, judicial action or a ruling by the board of tax appeals.” The Tax Lid also provides that “[w]henever a city or county is required by law to levy taxes for the financing of the budget of any political or governmental subdivision of this state that is not authorized by law to levy taxes on its own behalf, and the governing body of such city or county is not authorized or empowered to modify or reduce the amount of taxes levied therefore, the tax levies of the political or governmental subdivision shall not be included in or considered in computing the aggregate limitation upon the property tax levies of the city or county.” Because of ambiguities in the Tax Lid, it is unclear how the various exceptions will be interpreted and how the provisions will be implemented. As a result, is unclear how the Tax Lid will impact the City. However, as described above, the Tax Lid provides a specific exception for “[b]ond, temporary notes, no fund warrants, state infrastructure loans, and interest payments not exceeding the amount of ad valorem property taxes levied in support of such payments” as well as certain lease payments. Therefore, the City is permitted under the Tax Lid to levy unlimited ad valorem taxes as necessary to pay principal of and interest on the Bonds, as required by the Bond Resolution and the Note Resolution. The City cannot predict the impact of the Tax Lid on the ratings on the Bonds, or the general rating of the City. A change in the rating on the Bonds or a change in the general rating of the City may adversely impact the market price of the Bonds in the secondary market. Kansas law prohibits governmental units from creating indebtedness unless there are funds on hand in the proper accounts and unencumbered by previous action with which to pay such indebtedness. An exception to this A-15 cash-basis operation is made where provision has been made for payment of obligations by bonds or other specific debt obligations authorized by law. The financial records of the City are audited annually by a firm of independent certified public accountants in accordance with generally accepted auditing standards. In recent years, the annual audit has been performed by Mize Houser & Company, P.A., Certified Public Accountants, Topeka, Kansas. Copies of the audit reports for the past five (5) years are on file in the Clerk's office and are available for review. The audit for the Fiscal Year ended December 31, 2018 is attached hereto as APPENDIX C. The City has historically prepared a Comprehensive Annual Financial Report, which includes audited financial statements and other pertinent credit information. Appropriate periodic credit information necessary for maintaining the ratings on the Bonds will be provided by the City to the rating agencies rating the Bonds. The Governmental Accounting Standards Board (GASB) issued Statement No. 34, Basic Financial Statements–and Management’s Discussion and Analysis–for State and Local Governments in June 1999 (“Statement 34”), which established new requirements for the annual financial reports of state and local governments. Among the major changes embodied in Statement 34, governments will now be required to: (a) report on the overall state of the government’s financial health, not just its overall “funds” in a newly required Management’s Discussion and Analysis (MD&A), (b) provide the most complete information available about the cost of delivering services to their citizens in the annual report which will now also include financial statements prepared using full accrual accounting for all of the government’s activities, (c) include information about the government’s public infrastructure assets – such as bridges, roads and storm sewers, and (d) prepare an introductory narrative section analyzing the government’s financial performance. The City has implemented Statement No. 34 in its financial statements. The financial information contained in the Appendices to this Official Statement are an integral part of this document and are intended to be read in conjunction herewith. Financial Statement Summary The following is a summary of the combined revenues, expenditures, and fund balances for the City’s General Fund for the most recent years as shown in the City’s Comprehensive Annual Financial Reports. This summary has not been prepared or reviewed by the City’s auditor. Audited Audited Audited Audited Revenues: 2016 2017 2018 2019 Property Taxes $9,217,596 $10,115,784 $9,743,497 $ 10,801,226 Sales Tax 12,780,891 12,906,032 13,292,626 13,418,742 Other Taxes 6,347,717 5,215,264 5,444,880 5,086,492 Intergovernmental 1,301,106 1,133,310 1,144,717 1,351,967 Charges for Services 6,472,698 6,153,450 6,366,094 5,816,485 Investment Revenue 102,045 3,336 45,477 613,249 Miscellaneous 507,330 1,709,491 452,916 690,676 Total Revenues $36,729,383 $37,236,667 $36,490,207 $37,778,837 Expenditures: General Government $5,422,010 $5,423,241 $5,648,579 $4,591,505 Public Safety 21,664,398 21,628,730 22,952,925 23,692,445 Public Works 5,066,426 5,328,315 5,350,056 5,473,414 Public Health and Sanitation 703,606 749,656 793,780 816,636 Culture and Recreation 4,147,736 4,424,221 4,494,713 4,379,441 Planning and Development 980,950 752,825 766,471 836,690 Capital Outlay 1,098,587 896,026 860,115 985,861 Total Expenditures $39,083,713 $39,203,014 $40,866,639 $40,765,992 Revenues Over (Under) $(2,354,330) $(1,966,347) $(4,376,432) $(2,987,155) A-16 Other Sources (Uses) 2,546,500 3,816,500 4,236,500 5,551,752 Net Change in Fund Balance 192,170 1,850,153 $(139,932) $(2,564,597) Fund Balance January 1 $4,840,186 $5,032,356 $6,882,509 $6,742,577 Restatement of Prior Year Balance 0 0 0 0 Fund Balance December 31 $5,032,356 $6,882,509 $6,742,577 $9,307,174 Assessed Valuation According to the Saline County Clerk’s Office, the following table gives the November 1 assessed valuation of the City, unless otherwise noted, in the years indicated. State Total Real Personal Assessed Motor Assessed Year Estate Property(1) Utilities Vehicle Valuation 2019 $421,108,311 $11,173,863 $22,113,195 $54,687,311 $509,082,680 2018 403,835,383 10,130,718 20,485,144 53,336,677 487,787,922 2017 399,918,216 10,900,308 19,671,685 50,970,796 481,461,005 2016 389,872,825 11,653,719 19,323,055 51,833,505 472,683,104 2015 381,087,426 12,607,815 18,984,453 50,350,566 463,030,260 2014 376,131,346 13,652,885 17,670,147 48,865,900 456,320,278 (1)Personal property valuations began to decline in 2006 as a result of legislative action that started the process of removing significant portions of industrial machinery and equipment from the property tax rolls. (2) Preliminary figures provided by Saline County and used for budgeting purposes. Actual final valuation will be available November 1, 2020 and may change modestly from figures shown. Estimated Actual Valuation Based on assessment percentages provided by Kansas Statutes, real estate equalization ratios provided by the Kansas Department of Revenue (see FINANCIAL INFORMATION CONCERNING THE CITY - “Property Assessment Rates”), and estimated actual valuation figures provided by the Saline County Appraiser’s Office, the following table provides November 1 estimated actual valuations for the City in the years indicated. Residential Real Estate Estimated Year Equalization Ratio Actual Value 2019 N/A 3,294,115,685 2018 11.17% 3,150,409,123 2017 11.04 3,097,885,103 2016 11.36 3,046,949,034 2015 11.28 2,968,008,193 2014 11.65 2,917,267,724 2013 11.55 2,889,385,914 Special Assessments The City has pursued a policy of utilizing special benefit districts to assign the cost of certain internal improvement projects to the property that directly benefits from the construction. Kansas statutes allow for the creation of special benefit districts to pay for the cost of a variety of improvements including street construction, storm water drains, sanitary sewer system improvements, street lighting, water system improvements, recreational facilities, flood control projects, bridges, and parking facilities. The City has typically utilized special benefit districts to pay for the costs associated with constructing streets, sidewalks, curbs, gutters, and lighting in new residential A-17 developments within the City. When a developer requests the use of Special Assessments to finance public improvements, the City requires that they pay 20% of the estimated cost of the project in cash, or file a letter of credit equivalent to 35% of the estimated cost of the project. The letter of credit is released when Certificates of Occupancy have been issued for 35% of the lots in the development. Special benefit districts have also been created to pay for the cost of improvements to streets and sidewalks in the City’s downtown area. The creation of special benefit districts, the determination of property benefited, and the method of allocating the cost of the improvement is at the discretion of the City. Property owners have the ability to suggest improvements through a petition process and to comment on the final amount of their assessment. The City may or may not be included as part of the special benefit district. All property owners have the option to pay their portion of the improvement cost with a one-time payment during a 30-day assessment prepayment period or pay in annual installments with interest over a certain number of years. Upon completion of the special benefit district improvement projects and a 30-day prepayment period, the City issues general obligation bonds to provide for permanent project financing. The payment of the principal of and interest on such bonds is paid from the special assessments levied annually on the benefited property. Special assessments are paid at the same time and in the same manner as ad valorem property taxes. If at any time the special assessments received from the property owners are insufficient to provide for the payment of the principal of and interest on the bonds, the City is obligated to provide for the balance of such payments through its ability to levy unlimited ad valorem property taxes. Tax Collections Tax statements are mailed November 1 each year and may be paid in full or one-half on or before December 20 with the remaining one-half due on or before May 10 of the following year. Taxes that are unpaid on the due dates are penalized at a statutorily prescribed rate until paid or until the property is sold for taxes. Real estate bearing unpaid taxes is advertised for sale in July of each year and is sold by the County for taxes and all legal charges on the first Tuesday in September. Properties that are sold and not redeemed within two years after the tax sale are subject to foreclosure sale, except homestead properties which are subject to foreclosure sale after three years. Personal property taxes are assessed, due and may be paid in the same manner as real estate taxes. Motor vehicle property taxes are based on valuations provided by the Kansas Department of Revenue and the county average tax rate for the county in which the vehicle is registered. Motor vehicle taxes are payable to the county treasurer at the time of the vehicle’s annual registration. Vehicle registration dates are assigned by the State in a manner such as to equal registration over a twelve-month period. Motor vehicle taxes are distributed by the county to the state, city and other taxing jurisdictions based on their proportionate tax levies. Delinquent personal and motor vehicle taxes are penalized at the same rate as delinquent real property taxes. The following is a summary of tax collections for the years shown. Current Current and Delinquent Levy Tax Taxes Tax Collections Tax Collections Year Rate Levied Amount % Amount % 2019* 29.720 $14,956,794 $14,542,516 97.2% $14,565,679 97.4% 2018 28.394 13,780,643 13,427,810 97.4 13,590,888 98.6 2017 26.129 12,728,983 12,381,334 97.3 12,602,044 99.0 2016 27.603 11,564,876 11,320,197 97.9 11,524,101 99.6 2015 27.311 11,209,245 10,984,630 98.0 11,169,600 99.6 2014 27.080 10,991,959 9,312,515 84.7 10,832,972 98.6 2013 26.927 10,868,225 8,101,775 74.5 10,839,120 99.7 2012 26.190 10,550,730 6,597,038 62.5 10,500,249 99.5 *Represents collections through September, 2020. A-18 Tax Levies Nov 2014 Levy Nov 2015 Levy Nov 2016 Levy Nov 2017 Levy Nov 2018 Levy Nov 2019 Levy City of Salina 27.080 27.311 27.603 26.129 28.394 29.720 Salina Library 6.034 5.895 5.893 5.989 6.014 5.913 State Education & Other 1.500 1.500 1.500 1.500 1.500 1.500 Unified School District No. 305 55.605 56.120 55.743 56.501 57.522 55.508 Airport Authority 4.486 4.396 4.396 4.225 4.998 4.447 Central Kansas Extension District 1.285 1.502 1.510 1.475 1.476 1.198 Saline County 37.047 38.275 37.508 37.321 38.437 41.097 Total 134.037 134.999 134.153 133.140 138.341 139.383 Largest Taxpayers According to the Saline County Clerk’s Office, the following table lists the largest taxpayers in the City, their November 2019 assessed valuations, and the percentage each taxpayer comprised of the total assessed valuation of the City. % of Type of Assessed Total Company Business Valuation Valuation Evergy, Inc. Utility $13,682,027 2.69% SFC Global Supply Chain Inc Manufacturing 6,855,966 1.35 Kansas Gas Service Utility 4,415,353 0.87 RAF Salina LLC Retail Shopping Center 4,296,499 0.85 S&B Motels Inc Motel 3,774,927 0.74 Central Mall Realty Holding LLC Retail Shopping Center 2,868,321 0.56 Union Pacific Railroad Co. Railroad 2,570,668 0.51 Menard Inc. Home Improvement Store 2,465,098 0.49 Individual Residential 2,440,724 0.48 Sam’s Real Estate Business Trust/Walmart Discount Store 2,286,508 0.45 Total $45,656,091 8.99% Building Permits Issued Building permits issued by the City currently maintain steady levels. This table reflects both private developments as well as the expansion to the educational facilities in the community. The five-year history of the total value of permits issued is: Year Value 2020* $32,853,799 2019 48,135,086 2018 71,862,718 2017 59,975,197 2016 97,910,328 2015 56,989,007 2014 24,214,432 * Through September, 2020. A-19 Sales Tax Sales tax collections are the responsibility of the Kansas Department of Revenue. The Department of Revenue distributes the local option countywide and citywide sales taxes on a monthly basis. Countywide sales taxes are distributed between the levying county and the cities located within the county based on population and relative tax levies. Citywide local option sales taxes are distributed solely to the levying city. Statewide sales taxes are retained entirely by the state. In 1982 the voters of Saline County, in accordance with Kansas statutes, approved a 1% countywide local option sales tax. In 1992 voters of the City approved a local option .50% citywide sales tax for purposes of helping fund general operations expenditures of the City. Both of these taxes were approved in perpetuity. In May of 2016, voters approved a .75% citywide retailers sales tax that will be in existence for 20 years and will be used for capital improvements and economic development. The 2016 sales tax replaced an existing sales tax of .40%. The total sales tax for goods and services in the City is 8.75%, which consists of 6.5% imposed by the State, 1% countywide local option sales tax, and 1.25% citywide local option sales tax. The following table lists the local- option sales tax receipts of the City of Salina in the years indicated. City’s Portion of Citywide 1% Countywide Local Option Local Option Year Sales & Use Tax Receipts Sales & Use Tax Receipts 2020* $10,034,485 $5,119,361 2019 14,922,404 7,608,604 2018 14,632,584 7,415,804 2017 14,404,702 7,368,869 2016 10,458,630 7,312,618 2015 10,372,573 7,376,708 2014 10,099,512 7,188,934 2013 9,705,026 6,998,806 *Through August of 2020. In aggregate, local sales tax receipts for the City are up approximately 3.5% during same period in 2019. Source: Kansas Department of Revenue Appraisal and Assessment Procedures The determination of appraised and assessed valuation and the collection of property taxes for all political subdivisions in the State of Kansas are the responsibility of the various counties. The Saline County appraiser annually determines the appraised valuation of property located in the City. The appraiser’s determination is based on a number of criteria established by Kansas’s statute. All property, with the exception of agricultural land, is appraised based on estimated fair market value. Agricultural property is appraised based on productivity value. Kansas statutes require that each parcel of real property be reviewed and inspected by the county appraiser once every four years for taxation purposes. Once appraised valuations have been determined, they are multiplied by the applicable statutory assessment rates to arrive at the assessed valuations. The total assessed valuation is then used to establish property tax rates. Property Valuation Challenges. Taxpayers may challenge the appraised value of their property by paying property taxes under protest. Such challenges are subject to administrative and judicial review. Taxes paid under A-20 protest are distributed to taxing jurisdictions in the same manner as all other property tax collections. If a taxpayer’s challenge to the appraiser’s valuation is successful, the county is liable to refund the amount of property taxes attributable to the protested value that was previously paid under protest. The county will then withhold from future property tax distributions to other taxing jurisdictions an amount equal to the jurisdiction’s pro rata share of such refund. Any such withholdings from future property tax distributions may have a material adverse effect on the City’s financial situation. Property Assessment Rates In order to determine the assessed valuation of a parcel of property for taxation purposes, the county appraiser multiplies the appraised value of the parcel by the applicable assessment rate. Current property assessment rates were established in 1986, effective in 1989, and slightly modified in 1992. The most significant 1992 modifications involved lowering the assessment rate on commercial and industrial real property from 30% to 25% and on residential property from 12% to 11.5%. The following table shows the current assessment rates for the different classes of taxable tangible property within the State of Kansas. Real Property: Residential 11.5% Commercial and Industrial- Real Property 25.0 Agricultural Land (1) 30.0 Agricultural Improvements 25.0 Vacant Lots 12.0 Not-for-Profit (2) 12.0 All Other 30.0 Personal Property: (3) Mobile Homes 11.5% Mineral Leaseholds (large) 30.0 Mineral Leaseholds (small) 25.0 Commercial & Industrial Machinery & Equipment 25.0 All Other 30.0 Utilities: Railroads federally mandated rate All Other Public Utilities 33.0% Motor Vehicles: 20.0% Property Exempt: Property used for the following purposes, or portions thereof, are exempt from taxation provided certain statutory requirements are met: religious, educational, literary, scientific, benevolent, alumni associations, veterans’ organizations, or charitable purposes, including parsonages and community service organizations providing humanitarian services. (1) Agricultural land is valued based on the productivity value of the property and not estimated market valuation. (2) A bill passed by the Kansas Legislature in 1994 clarified this class of property to include all property owned and operated by not-for-profit organizations not subject to federal income taxation pursuant to paragraphs (2), (3), (4), (7), (8), or (10) of Subsection C of Section 501 of the federal internal revenue code. This bill specifically established that private, not-for-profit country clubs would be assessed at 12% for all land that does not accommodate buildings or improvements. (3) The 2006 Kansas Legislature exempted from all property or ad valorem property taxes levied under the laws of A-21 the State, all commercial, industrial, telecommunications, and railroad machinery and equipment acquired by qualified purchase or lease after June 30, 2006 or transported into the State after June 30, 2006 for the purpose of expanding an existing business or creation of a new business. Equalization Ratios Annually, the Property Valuation Division of the Kansas Department of Revenue conducts a study to compare the assessed valuation of real property to estimated market value based on property sale prices. The study derives an equalization ratio which, when divided into assessed valuation, provides a means to approximate actual market value. According to the 2018 Preliminary Kansas Appraisal/Sales Ratio Study, the equalization ratio for residential real property in Saline County was 11.17%, and commercial and industrial property was 22.55%. APPENDIX B Form of Continuing Disclosure Undertaking 1 CONTINUING DISCLOSURE UNDERTAKING $8,450,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B DATED NOVEMBER 19, 2020 This CONTINUING DISCLOSURE UNDERTAKING dated as of November 19, 2020 (the “Continuing Disclosure Undertaking”), is executed and delivered by the City of Salina, Kansas (the “Issuer”). RECITALS 1. This Continuing Disclosure Undertaking is executed and delivered by the Issuer in connection with the issuance of the above-described bonds (the “Obligations”) which are being issued simultaneously herewith as of November 19, 2020, pursuant to the Bond Resolution (the “Resolution”) adopted by the governing body of the Issuer. 2. The Issuer is entering into this Continuing Disclosure Undertaking for the benefit of the Beneficial Owners of the Obligations and in order to assist the Participating Underwriter in complying with Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the “Rule”). The Issuer is the only “obligated person” with responsibility for continuing disclosure hereunder. The Issuer covenants and agrees as follows: Section 1. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Continuing Disclosure Undertaking unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: “Annual Report” means any Annual Report provided by the Issuer pursuant to, and as described in, Section 2 of this Continuing Disclosure Undertaking, which may include the Issuer’s CAFR, so long as the CAFR contains the financial information and operating data described in Section 2(a)(1) and (2). “Beneficial Owner” means any registered owner of any Obligations and any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Obligations (including persons holding Obligations through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Obligations for federal income tax purposes. “Business Day” means a day other than (a) a Saturday, Sunday or legal holiday, (b) a day on which banks located in any city in which the principal office or designated payment office of the paying agent or the Dissemination Agent is located are required or authorized by law to remain closed, or (c) a day on which the Securities Depository or the New York Stock Exchange is closed. “CAFR” means the Issuer's Comprehensive Annual Financial Report, if any. “Dissemination Agent” means any entity designated in writing by the Issuer to serve as dissemination agent pursuant to this Continuing Disclosure Undertaking and which has filed with the Issuer a written acceptance of such designation. 2 “EMMA” means the Electronic Municipal Market Access system for municipal securities disclosures established and maintained by the MSRB, which can be accessed at www.emma.msrb.org. “Financial Obligation” means a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of (a) or (b) in this definition; provided however, the term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. “Fiscal Year” means the 12-month period beginning on January 1 and ending on December 31 or any other 12-month period selected by the Issuer as the Fiscal Year of the Issuer for financial reporting purposes. “Material Events” means any of the events listed in Section 3 of this Continuing Disclosure Undertaking. “MSRB” means the Municipal Securities Rulemaking Board, or any successor repository designated as such by the Securities and Exchange Commission in accordance with the Rule. “Participating Underwriter” means any of the original underwriter(s) of the Obligations required to comply with the Rule in connection with the offering of the Obligations. Section 2. Provision of Annual Reports. (a) The Issuer shall, not later than 180 days after the end of the City’s Fiscal Year, commencing with the Fiscal Year ending December 31, 2020, file with the MSRB, through EMMA, the following financial information and operating data (the “Annual Report”): (1) The audited financial statements of the Issuer for the prior Fiscal Year, prepared on a modified accrual basis of accounting other than GAAP. A more detailed explanation of the accounting basis is contained in the Official Statement related to the Obligations. If audited financial statements are not available by the time the Annual Report is required to be provided pursuant to this Section, the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement relating to the Obligations, and the audited financial statements shall be provided in the same manner as the Annual Report promptly after they become available. (2) Updates as of the end of the Fiscal Year of certain financial information and operating data contained in the final Official Statement related to the Obligations, as described in Exhibit A, in substantially the same format contained in the final Official Statement with such adjustments to formatting or presentation determined to be reasonable by the Issuer. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues with respect to which the Issuer is an “obligated person” (as defined by the Rule), which have been provided to the MSRB and are available through EMMA or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the 3 MSRB on EMMA. The Issuer shall clearly identify each such other document so included by reference. In each case, the Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in this Section; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Issuer’s Fiscal Year changes, it shall give notice of such change in the same manner as for a Material Event under Section 3, and the Annual Report deadline provided above shall automatically become 180 days after the end of the Issuer’s new Fiscal Year. (b) The Annual Report shall be filed with the MSRB in such manner and format as is prescribed by the MSRB. Section 3. Reporting of Material Events. Not later than 10 Business Days after the occurrence of any of the following events, the Issuer shall give, or cause to be given to the MSRB, through EMMA, notice of the occurrence of any of the following events with respect to the Obligations (“Material Events”): (1) principal and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Obligations, or other material events affecting the tax status of the Obligations; (7) modifications to rights of bondholders, if material; (8) bond calls, if material, and tender offers; (9) defeasances; (10) release, substitution or sale of property securing repayment of the Obligations, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership or similar event of the obligated person; (13) the consummation of a merger, consolidation, or acquisition involving the obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) appointment of a successor or additional trustee or the change of name of the trustee, if material; (15) incurrence of a Financial Obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the obligated person, any of which affect security holders, if material; and (16) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the obligated person, any of which reflect financial difficulties. 4 Except as provided in Section 2(b) hereof, if the Issuer has not submitted the Annual Report to the MSRB by the date required in Section 2(a), the Issuer shall send a notice to the MSRB of the failure of the Issuer to file on a timely basis the Annual Report, which notice shall be given by the Issuer in accordance with this Section 3. Section 4. Termination of Reporting Obligation. The Issuer’s obligations under this Continuing Disclosure Undertaking shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Obligations. If the Issuer’s obligations under this Continuing Disclosure Undertaking are assumed in full by some other entity, such person shall be responsible for compliance with this Continuing Disclosure Undertaking in the same manner as if it were the Issuer, and the Issuer shall have no further responsibility hereunder. If such termination or substitution occurs prior to the final maturity of the Obligations, the Issuer shall give notice of such termination or substitution in the same manner as for a Material Event under Section 3. Section 5. Dissemination Agents. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Continuing Disclosure Undertaking, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. Any Dissemination Agent may resign as dissemination agent hereunder at any time upon 30 days prior written notice to the Issuer. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report (including without limitation the Annual Report) prepared by the Issuer pursuant to this Continuing Disclosure Undertaking. Section 6. Amendment; Waiver. Notwithstanding any other provision of this Continuing Disclosure Undertaking, the Issuer may amend this Continuing Disclosure Undertaking and any provision of this Continuing Disclosure Undertaking may be waived, provided that Bond Counsel or other counsel experienced in federal securities law matters provides the Issuer with its written opinion that the undertaking of the Issuer contained herein, as so amended or after giving effect to such waiver, is in compliance with the Rule and all current amendments thereto and interpretations thereof that are applicable to this Continuing Disclosure Undertaking. In the event of any amendment or waiver of a provision of this Continuing Disclosure Undertaking, the Issuer shall describe such amendment or waiver in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (1) notice of such change shall be given in the same manner as for a Material Event under Section 3, and (2) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Section 7. Additional Information. Nothing in this Continuing Disclosure Undertaking shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Continuing Disclosure Undertaking or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Material Event, in addition to that required by this Continuing Disclosure Undertaking. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Material Event, in addition to that specifically required by this Continuing Disclosure Undertaking, the Issuer shall have no obligation under this Continuing Disclosure Undertaking to update such information or include it in any future Annual Report or notice of occurrence of a Material Event. 5 Section 8. Default. If the Issuer fails to comply with any provision of this Continuing Disclosure Undertaking, any Participating Underwriter or any Beneficial Owner of the Obligations may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations under this Continuing Disclosure Undertaking. A default under this Continuing Disclosure Undertaking shall not be deemed an event of default under the Resolution or the Obligations, and the sole remedy under this Continuing Disclosure Undertaking in the event of any failure of the Issuer to comply with this Continuing Disclosure Undertaking shall be an action to compel performance. Section 9. Beneficiaries. This Continuing Disclosure Undertaking shall inure solely to the benefit of the Issuer, the Participating Underwriter, and the Beneficial Owners from time to time of the Obligations, and shall create no rights in any other person or entity. Section 10. Severability. If any provision in this Continuing Disclosure Undertaking, the Resolution or the Obligations shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 11. Electronic Transactions. The arrangement described herein may be conducted and related documents may be sent, received, or stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Section 12. Governing Law. This Continuing Disclosure Undertaking shall be governed by and construed in accordance with the laws of the State of Kansas. [Remainder of Page Intentionally Left Blank.] (Signature Page to Continuing Disclosure Undertaking) IN WITNESS WHEREOF, the Issuer has caused this Continuing Disclosure Undertaking to be executed as of the day and year first above written. CITY OF SALINA, KANSAS (SEAL) Mayor City Clerk A-1 EXHIBIT A TO CONTINUING DISCLOSURE UNDERTAKING FINANCIAL INFORMATION AND OPERATING DATA TO BE INCLUDED IN ANNUAL REPORT The financial information and operating data contained in the following sections and tables contained in Appendix A of the final Official Statement (with such modifications to the formatting and general presentation thereof as deemed appropriate by the Issuer) relating to the Obligations: • Financial Overview of the City • FINANCIAL INFORMATION CONCERNING THE CITY - Assessed Valuation • FINANCIAL INFORMATION CONCERNING THE CITY - Estimated Actual Valuation • FINANCIAL INFORMATION CONCERNING THE CITY - Tax Collections • FINANCIAL INFORMATION CONCERNING THE CITY - Tax Levies • FINANCIAL INFORMATION CONCERNING THE CITY - Largest Taxpayers APPENDIX C December 31, 2019 Comprehensive Annual Financial Report The following is the Comprehensive Annual Financial Report for the City of Salina, Kansas for the fiscal year ended December 31, 2019, including financial statements as audited by the firm of Mize Houser & Company, P.A., Certified Public Accountants, Topeka, Kansas. COMPREHENSIVE ANNUAL FINANCIAL REPORT 300 West Ash Street P.O. Box 736 Salina, Kansas 67402-0736 For the Fiscal Year Ended December 31, 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT OF CITY OF SALINA, KANSAS 300 West Ash Street P.O. Box 736 Salina, Kansas 67402-0736 For the Fiscal Year Ended December 31, 2019 Prepared by Department of Finance and Administration of City of Salina, Kansas CITY OF SALINA, KANSAS Comprehensive Annual Financial Report For the year ended December 31, 2019 TABLE OF CONTENTS Page INTRODUCTORY SECTION Letter of Transmittal i - iv Organizational Chart v List of Principal Officials vi FINANCIAL SECTION Independent Auditor’s Report 1 - 3 Management's Discussion and Analysis 4 - 15 Basic Financial Statements: Government-wide Financial Statements Statement of Net Position 16 Statement of Activities 17 Fund Financial Statements Balance Sheet - Governmental Funds 18 Reconciliation of the Total Governmental Fund Balance to Net Position of Governmental Activities 19 Statement of Revenues, Expenditures, and Changes in Fund Balance - Governmental Funds 20 Reconciliation of the Governmental Funds Statement of Revenues, Expenditures and Changes in Fund Balance with the Government-Wide Statement of Activities 21 Statement of Revenues, Expenditures and Changes in Fund Balance Budget and Actual (Non-GAAP Basis) General Fund 22 Tourism and Convention Fund 23 Special Gas Fund 24 Sales Tax Capital Fund 25 Statement of Net Position - Proprietary Funds 26 Statement of Revenues, Expenses, and Changes in Net Position - Proprietary Funds 27 Statement of Cash Flows - Proprietary Funds 28 - 29 Statement of Assets and Liabilities - Agency Funds 30 CITY OF SALINA, KANSAS Comprehensive Annual Financial Report For the year ended December 31, 2019 TABLE OF CONTENTS - CONTINUED Page FINANCIAL SECTION - CONTINUED Notes to the Basic Financial Statements 31 - 70 Required Supplementary Information Other Postemployment Benefits Schedule of Changes in the City’s Total OPEB Liability and Related Ratios 71 Other Postemployment Benefits - KPERS Schedule of Changes in the City’s Total OPEB Liability and Related Ratios 72 KPERS Pension Plan Schedule of City’s Proportionate Share of the Net Pension Liability 73 Schedule of City Contributions 73 Combining Statements and Individual Fund Schedules Combining Statements - Nonmajor Funds Fund Descriptions 74 - 75 Combining Balance Sheet - Nonmajor Governmental Funds 76 Combining Statement of Revenues, Expenditures and Changes in Fund Balances - Nonmajor Governmental Funds 77 Combining Balance Sheet - Nonmajor Special Revenue Funds 78 - 79 Combining Statement of Revenues, Expenditures and Changes in Fund Balances - Nonmajor Special Revenue Funds 80 - 81 Combining Balance Sheet - Nonmajor Permanent Funds 82 Combining Statement of Revenues, Expenditures and Changes in Fund Balances - Nonmajor Permanent Funds 83 Individual Fund Schedules of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual (Non-GAAP Basis): Bicentennial Center Fund 84 Business Improvement District Fund 85 Neighborhood Park Fund 86 Special Parks and Recreation Fund 87 Special Alcohol Fund 88 Sales Tax Economic Development Fund 89 Arts & Humanities Fund 90 Debt Service Fund 91 Solid Waste Disposal Fund 92 Water and Sewer Fund 93 Sanitation Fund 94 Golf Course Fund 95 Workers’ Compensation Reserve Fund 96 Health Insurance Fund 97 Central Garage Fund 98 CITY OF SALINA, KANSAS Comprehensive Annual Financial Report For the year ended December 31, 2019 TABLE OF CONTENTS - CONTINUED Page FINANCIAL SECTION - CONTINUED Internal Service Fund Descriptions 99 Combining Statement of Net Position - Internal Service Funds 100 Combining Statement of Revenues, Expenses, and Changes in Net Position - Internal Service Funds 101 Combining Statement of Cash Flows - Internal Service Funds 102 - 103 Fiduciary Fund Descriptions - Agency Funds 104 Combining Balance Sheet - Agency Funds 105 Combining Statement of Changes in Assets and Liabilities - Agency Funds 106 Schedule STATISTICAL SECTION Net Position by Component - Last Ten Fiscal Years 1 107 Changes in Net Position - Last Ten Fiscal Years 2 108 Fund Balances, Governmental Fund - Last Ten Fiscal Years 3 109 Changes in Fund Balances, Governmental Funds - Last Ten Fiscal Years 4 110 Tax Revenues by Source, Governmental Funds - Last Ten Fiscal Years 5 111 Assessed and Estimated Actual Value of Taxable Property – Last Ten Fiscal Years 6 112 Direct and Overlapping Property Tax Rates – Last Ten Fiscal Years 7 113 Principal Property Taxpayers 8 114 Property Tax Levies and Distributions 9 115 Direct Sales Rate by Taxing Entity 10 116 Water Sales by Class of Customer 11 117 Ratio of Outstanding Debt by Type 12 118 Ratio of Net General Bonded Debt Outstanding 13 119 Direct and Overlapping Governmental Activities Debt 14 120 Legal Debt Margin 15 121 Pledged Revenue Coverage 16 122 Demographic and Economic Statistics 17 123 Principal Employers 18 124 INTRODUCTORY SECTION DEPARTMENT OF FINANCE TELEPHONE (785) 309-5735 AND ADMINISTRATION FAX (785) 309-5738 300 West Ash, P.O. Box 736 TDD (785) 309-5747 Salina, Kansas 67402-0736 Website: www.salina-ks.gov June 30, 2020 To the Citizens of the City of Salina, Kansas: The Comprehensive Annual Financial Report of the City of Salina, Kansas (the "City") for the year ended December 31, 2019, is hereby submitted. The City’s Finance Department prepared the report. Responsibility for both the accuracy of the data and the completeness and fairness of the presentation, including all disclosures, rests with the City. To the best of our knowledge and belief, the enclosed data is accurate in all material respects and is reported in a manner designed to present fairly the financial position and results of operations of all various funds and account groups of the City. We believe that all disclosures necessary to enable the reader to gain an understanding of the City's financial activities have been included. Report Format The Comprehensive Annual Financial Report is presented in three sections: Introductory, Financial and Statistical. The introductory section includes a description of the City, including services provided, and explanation of the City’s accounting system and budgetary controls, and a brief discussion of the City’s economic condition and outlook. The City's organizational chart is also included to assist the reader in understanding the structure of the City. The financial section includes the Independent auditor’s report, Management’s discussion & analysis, Government wide financial statements, Fund financial statements, Notes to the financial statements, and Individual and combining statements and schedules. The statistical section includes selected financial and demographic information, generally presented on a multi-year basis. The reader is specifically directed to Management’s Discussion and Analysis (MD&A) which immediately follows the independent auditor’s report. MD&A provides a narrative explanation and overview of significant features and trends reflected by data in the financial statements. Accounting Systems and Internal Controls A critical part of the control system is the City’s comprehensive Budgetary and Financial Policies, which establish guidelines for budgetary and financial practices. The Budgetary and Financial Policies are reviewed by the City Commission and updated each year as a part of the budget process. City staff is responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the City are protected from loss, theft or misuse and that adequate accounting data is compiled to allow for the preparation of financial statements in conformity with generally accepted accounting principles. The internal control structure is designed to provide reasonable, but not absolute, assurance that these objectives are met. The concept of reasonable assurance recognizes that: (1) the cost of a control should not exceed the benefits likely to be derived; and (2) the valuation of costs and benefits require estimates and judgment by management. The objective of budgetary controls is to ensure compliance with legal provisions embodied in the annual appropriated budget approved by the City Commission. The legal level of budgetary control is maintained at the Fund level, in accordance with State Statutes. However, management control is maintained at the department level. The City uses an encumbrance accounting system, in which estimated purchase amounts are recorded prior to the release of purchase orders to vendors. Open encumbrances are reported as reservations of fund balance at December 31, 2019 in the general fund and the special revenue funds. Various internal compliance procedures are implemented to ensure proper implementation of the budget as well as to maintain a degree of accountability for both revenues and expenditures. Independent Audit Kansas Statutes Annotated 75-1122 requires an annual audit of the books of account, financial records and i transactions of all administrative departments of the City by independent certified public accountants selected by the City Commission. This requirement has been complied with and the auditor's opinion has been included in this report. Profile of the Community The Town of Salina was organized in 1858 under the Town and Village Act in the State of Kansas, and became a City of the First Class on July 9, 1920.The City has had a Commission-City Manager form of government since 1921. The Commission is comprised of five members elected at large. Each year the commission chooses one member to act as Mayor. The City Manager is appointed by the Commission, and acts as its primary agent in accordance with state statute. Other city officers and employees are appointed by the City Manager. The population of the City reported by the 2010 decennial census was 47,707. The reporting entity includes the City of Salina as well as two discretely presented component units, both proprietary fund types. The Salina Airport Authority operates the Salina Municipal Airport and Airport Industrial Center, and the Salina Housing Authority administers public housing programs within the City of Salina. The entity also includes one blended component unit. Salina Field House Qualified Active Low- Income Community Business, Inc. (SFH QalicB). SFH QalicB was created for the purpose of providing an indoor sports facility in the downtown core of the city of Salina. In addition, the City of Salina participates in a joint venture with Saline County, the City-County Building Authority. This report includes all funds and account groups of the City. The City provides a full range of services including police and fire protection, development services, construction and maintenance of streets, drainage facilities and other infrastructure; recreational activities and cultural events; emergency medical services and convention facilities. In addition to general government activities, the City also provides water, wastewater, sanitation, and solid waste services; therefore, these activities are included in the reporting entity. Economic Outlook and Strength The City benefits from its location at the junction of Interstate Highways 70 and 135. This convenient location has drawn numerous national and regional companies to open manufacturing or distribution centers in or adjacent to the community. Such companies include Pepsi-Cola, Exide Technologies, Blue Philips Lighting Company, ElDorado National, and Schwan’s Global Supply Chain. Manufacturing, retail trade, and service industries rank as the three primary employers in the City. No single industry is dominant. The City of Salina retains its position near the top of a list of first class cities with respect to “trade pull factor.” According to the Kansas Department of Revenue’s Annual City Trade Pull Factor report, Salina had a pull of factor of 1.47 in 2019. The pull factor measures the degree to which a city or county area captures retail trade from outside the jurisdiction. A pull factor of greater than 1 indicates that a city is attracting more retail trade from outside the city/county than it is losing to other counties. It is apparent from this that Salina continues to serve as a regional economic hub in 2019. Major Initiatives In April, 2016, voters elected to replace the .40 cent capital improvement sales tax with a .75 cent capital improvement sales tax for a term of 20 years. Priorities for the sales tax are improving neighborhood streets and drainage, preserving stable property tax rates, ensuring a quality park system, constructing and maintaining community improvements, funding equipment for maintenance, repayment of future bonds for large projects and attracting quality jobs. As a result of this initiative, the City has seen a 38% increase in sales tax collections in 2018 as compared to 2016. In 2018, the City of Salina issued $22,570,000 in STAR bonds which funded several projects in the City’s downtown corridor. In 2019 the Alley Entertainment Center opened for business and the majority of the City’s Downtown Streetscape project was completed. The new downtown hotel began construction in 2019 and is anticipated to open in July 2020. Other major projects that were on going included gutter and paving on North 9th Street, South Well Field improvements, continued improvements to the water distribution system and preliminary design on the Smoky Hill River Renewal and construction of the Police Training Center project. ii The City continues to address fiduciary pressures generated by a recessionary economy and the more recent financial impacts of the Covid-19 pandemic. General adjustments to the pay plan for cost of living changes at a rate of 2.0% were implemented in 2019. The City also allowed for merit review increases up to 3%. Capital Improvement Planning The City's Capital Improvement Plan (CIP) consists of two components. One component consists of “routine” capital—including vehicle and equipment replacement, technology replacement, building repair and improvement, routine pavement maintenance activity, utility system enhancements and similar items. The amount of funding for these projects may fluctuate based on needs and funding availability, however, planned amounts are allocated over a multi-year period. Source of funding for routine capital is current cash resources from the fund appropriate to the nature of the purchase. The second component of the CIP includes major projects that typically require issuance of bonds or notes, although these projects may also be supplemented with available cash and grant financing. The plan is updated each year after an extensive evaluation of the demands on future financial resources. The Capital Improvement program is scheduled for a major revision as the result of the sales tax to be used for that purpose. Construction initiated: *2019 2020 2021 2022 2023 Sales tax $ 4,380,000 $ 4,385,000 $ 4,390,000 $ 4,395,000 $ 4,250,000 Water & wastewater fund ---- 2,000,000 2,000,000 2,000,000 General obligation bonds 5,225,000 19,700,000 ---- Revenue Bonds/Loans 11,255,000 6,000,000 28,000,000 -- Other sources 785,800 -------- $ 21,645,800 $ 30,085,000 $34,390,000 $6,395,000 $ 6,250,000 Major projects budgeted in 2019 included a Landfill Cell Construction and the implementation of automated Sanitation collection. The Landfill project was completed; however, the Sanitation project has been delayed until late 2020 or early 2021. The significant increases in 2020 and 2021 are a result of the anticipated beginning of the construction of the Smoky Hill River Renewal Project and Wastewater Treatment Plant respectively. Due to uncertain Sales Tax recovery post Covid-19, the River Renewal project has been delayed. No major projects have been planned for 2022 and 2023 until financial resources for those years can be further evaluated. *The year a project is scheduled reflects the year that construction is initiated. Preliminary work (design, acquisition) may precede this date by one or more years, and permanent financing may not occur until one (or more years depending on project magnitude) subsequent to this date. Financial Policies The City has adopted a formal set of Budgetary and Financial Policies, addressing such items as fund balances, capital improvements, operating budgets, long term debt management, accounting, auditing and financial reporting, revenues, cash management and investments. Financial policies contribute to financial stability by: 1. Providing consistent guidance in decision making 2. Establishing appropriate levels of fund balances 3. Governing the use of one time or unanticipated resources 4. Providing a multi-year capital improvements process 5. Establishing responsibilities and deadlines for budget preparation 6. Providing for a balanced annual operating budget 7. Providing guidelines on the use of debt, including appropriate purposes and terms 8. Provide a linkage between capital improvement scheduling and long term debt management planning iii 9. Require annual audits and financial reporting in conformance with Generally Accepted Accounting Procedures 10. Require timely and regular interim financial reporting to the Governing body 11. Ensure the safety of cash and near cash resources (timely collection of Accounts Receivable, etc.). Acknowledgments The preparation of the Comprehensive Annual Financial Report was made possible by the dedicated Finance staff of the City of Salina and the professional advice and efforts of the GordonCPA auditing team. Finally, preparation of this report would not have been possible without the support of the City Commission. Sincerely, Michael D. Schrage City Manager iv &LW\RI6DOLQD CITIZENS CITY COMMISSION Mike Hoppock, Mayor Melissa Hodges Trent Davis Karl Ryan Rod Franz City Manager Michael Schrage Deputy City Manager Jacob Wood Development Services Lauren Driscoll Risk Management Legal Services Clark Mize & Linville Chartered* Greg Bengtson Computer Technology vacant Police Brad Nelson Fire Kevin Royse Public Works Jim Kowach Engineering Public Services Streets Traffic Control Flood Control Sanitation Solid Waste Central Garage Fire Administration Fire Suppression Fire Prevention EMS Water Plant Division Wastewater Plant Division Utility Division Water Distribution Wastewater Collection Administration Patrol Division Support Division Investigative Division Finance/Administration Debbie Pack City Clerk Water Customer Accounting Finance Smoky Hill Museum Arts & Humanities Brad Anderson Human Resources Natalie Fischer P/OrgCharts/Organizational Chart-Public-2020 Parks & Recreation Chris Cotten Utilities Martha Tasker Municipal Court Building Services Neighborhood Services Planning & Zoning Community Relations Parks Division Recreation Division Golf Course Facility Maintenance Animal Services Bicentennial Center Continuous Process Improvement Scott Gardner * Contract Position v vi City of Salina, Kansas List of Principal Officials City Commission Mike Hoppock, Mayor Melissa Rose Hodges, Vice Mayor Trent Davis, Commissioner Karl Ryan, Commissioner Rod Franz, Commissioner City Executive Staff Michael Schrage, City Manager Jacob Wood, Deputy City Manager Lauren Driscoll, Director of Development Services Debbie Pack, Director of Finance and Administration Natalie Fischer, Director of Human Resources Greg Bengston, City Attorney Brad Nelson, Chief of Police Kevin Royse, Fire Chief Daniel Stack, City Engineer Jim Kowach, Director of Public Works Martha Tasker, Director of Utilities Chris Cotten, Director of Parks and Recreation Brad Anderson, Director of Arts and Humanities Scott Gardner, Continuous Process Improvement ),1$1&,$/ SECTION 1 INDEPENDENT AUDITOR’S REPORT Mayor and City Commissioners City of Salina, Kansas Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities, the business-type activities, the aggregate discretely presented component units, each major fund, and the aggregate remaining fund information of the City of Salina, Kansas, as of and for the year ended December 31, 2019, and the related notes to the financial statements, which collectively comprise the City’s basic financial statements as listed in the table of contents. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on the financial statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the Kansas Municipal Audit and Accounting Guide. Those standards require we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. We did not audit the financial statements of the Salina Field House Qualified Active Low-Income Community Business, Inc. (SFH QalicB), which is included within the financial statements as a major governmental fund. This activity represents 4% and 1%, respectively, of the total assets and total revenues of the governmental funds. Those financial statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for SFH QalicB, is based solely on the report of the other auditors. We also did not audit the financial statements of the Salina Airport Authority which statements reflect total assets and deferred outflows of resources of $46,899,592 as of December 31, 2019 and total revenues of $2,432,958 for the year then ended, and the Housing Authority of the City of Salina, which statements reflect total assets and deferred outflows of resources of $7,393,221 as of June 30, 2019 and total revenues of $2,620,347 for the year then ended, which are discretely presented component units in the accompanying financial statements. Those financial statements were audited by other auditors whose reports thereon have been furnished to us, and our opinion, insofar as it relates to the amounts included for the Salina Airport Authority and the Housing Authority of the City of Salina, is based solely on the reports of the other auditors. 2 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinions In our opinion, based on our audit and the reports of other auditors, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, the aggregate discretely presented component units, each major fund, and the aggregate remaining fund information of the City of Salina, Kansas, as of December 31, 2019, and the respective changes in financial position and cash flows, where applicable, thereof and the respective budgetary comparison for the General, Tourism and Convention, Special Gas and Sales Tax Capital Funds for the year then ended in accordance with accounting principles generally accepted in the United States of America. Emphasis of Matter Prior Period Restatement As discussed in Note 3 to the financial statements, certain errors in amounts previously reported as of December 31, 2018, were discovered by management of the City during the current year. Accordingly, these amounts have been restated in the December 31, 2019, financial statements now presented, and adjustments have been made to net position to correct the error. Our opinion is not modified with respect to these matters. The financial statements of the City of Salina, Kansas, as of December 31, 2018, were audited by other auditors whose report dated September 29, 2019, expressed an unmodified opinion on those statements. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management's discussion and analysis on pages 4 through 15, the other postemployment benefit schedules on page 71 and 72, the schedule of the City’s proportionate share of the net pension liability on page 73, and the schedule of City contributions on page 73 be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City’s financial statements as a whole. The introductory section, combining and individual nonmajor fund financial statements and schedules, and statistical tables as listed in the table of contents are presented for purposes of additional analysis and are not a required part of the basic financial statements. The combining and individual nonmajor fund financial statements and schedules are the responsibility of management and were derived from and relate directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying account and other records used to prepare the basic financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole. 3 The introductory and statistical sections have not been subjected to the auditing procedures applied in the audit of the basic financial statements and, accordingly, we do not express an opinion or provide any assurance on them. Gordon CPA LLC Certified Public Accountant Lawrence, Kansas June 30, 2020 CITY OF SALINA, KANSAS Management Discussion and Analysis Year Ended December 31, 2019 This section of the report contains an overview and analysis of the City of Salina’s financial statements for the fiscal year ended December 31, 2019. The information contained here, as well as the information contained in the letter of transmittal, are intended to provide the reader of the financial statements with a well-rounded picture of the City’s financial condition. Financial Highlights On an accrual basis, the City’s government-wide net position increased $8.1 million from current operations with net position increases of $4.9 million and $3.2 million in governmental activities and business-type activities, respectively. At the close of 2019, the City’s governmental funds reported combined ending fund balances of $15.8 million, a decrease of $3.3 million from the prior year. This primarily resulted capital project expenditures in the Capital Projects Fund. The General Fund balance increased $2.6 million over the prior year. At the close of 2019, the City’s enterprise funds reported a combined ending Net Position of $93.6 million, an increase of $3.2 million over prior year. Positive performance was shared by the Water and Sewer Fund, the Sanitation Fund, and the Golf Fund, with the Water and Sewer Fund providing the bulk of the change ($2.7 million). The Solid Waste Disposal Fund saw a negative performance as a result of additional costs related to the opening of the Drive Thru Recycling Center. Revenues from governmental activities decreased by $7.0 million from the prior year and revenues from business type activities increased $.7 million from the prior year. Revenues from investments continue to be minimal. The Basic Financial Statements The basic financial statements of the City include the government-wide financial statements and the fund financial statements. The notes to the financial statements follow the basic financial statements and are essential for the reader’s understanding of the financial statements. Other supplementary information, including the combining schedules for non-major funds and the budgetary comparison reports, are at the end of this report to provide additional information for the reader. Government-wide Financial Statements The government-wide financial statements present the results of the City’s operations using the accrual basis of accounting, the same basis as is used by private sector businesses. These statements focus on the long-term financial picture of the City as a whole. The Statement of Net Position reports all of the City’s assets and liabilities. Net position, the difference between assets and deferred outflows of resources and liabilities, are an important measure of the City’s overall financial health. Net position represents the total accumulated and unused resources available to the City for the purpose of providing services. Over time, the increases and decreases in net position can be monitored to determine if the City’s financial position is improving or deteriorating. The Statement of Activities shows how net position has changed during the fiscal year. One unique feature of this statement is how it shows the revenues and expenses related to specific programs and how much of those programs were supported by the general taxes of the City. Since this statement is prepared on the accrual basis of accounting, all revenues and expenses are included, regardless of when cash is actually received. Both statements show the operations of the City broken down between governmental and business-type activities. Governmental activities are the operations of the City generally supported by taxes, such as public safety (police, fire, and EMS), public works,  CITY OF SALINA, KANSAS Management Discussion and Analysis Year Ended December 31, 2019 public health, and culture & recreation. Business-type activities are operations of the City that are intended to recover a significant portion of their costs through user fees and charges. These include water and sewer, refuse collection, the golf course, and operation of the City solid waste facility. The government-wide financial statements include the Salina Airport Authority and Salina Housing Authority as discretely presented component units of the City and the Salina Field House Qualified Active Low-Income Community Business, Inc. (SFH QalicB) as a blended component unit. Note 1, item A in the Notes to the Financial Statements provides a more complete explanation of the relationship between these entities and the City of Salina. Fund Financial Statements The City uses three types of funds to manage its resources: governmental funds, proprietary funds, and fiduciary funds. A fund is a fiscal entity with a set of self-balancing accounts recording financial resources together with all related liabilities and residual equities and balances, and the changes therein. These accounting entities are separated for the purpose of carrying on specific activities or attaining certain objectives in accordance with regulations, restrictions, or limitations. Governmental fund financial statements are prepared on a modified accrual basis. Under this basis, revenues are recognized when they become measurable and available, and expenditures are recognized when the related fund liability is incurred with the exception of long-term debt and similar items which are recorded when due. The focus is on the short-term financial picture of the operations of the individual fund, rather than long-term citywide view provided by the government-wide statements. Major governmental funds are presented in individual columns, while non-major governmental funds are aggregated into an “Other Governmental Funds” column. A combining statement for the non-major funds is presented as supplementary information in the back of the report. The information presented in these statements can be compared to the governmental activities information in the government-wide statements. The reconciliation at the end of the fund financial statements details the relationship between the two types of financial statements. Proprietary funds fall into two categories: enterprise funds and internal service funds. All proprietary funds are prepared on the accrual basis of accounting and are used to account for business-type activities. Enterprise fund statements present the same information that is in the government-wide statements for business-type activities, but in greater detail. The City of Salina currently operates four enterprise funds: Sanitation, Solid Waste Disposal, Golf Course, and Water and Sewer. Internal service funds are used to account for the cost of operations shared by various departments of the City. The city operates three internal service funds. Two of these are for self-insurance activity: Workers Compensation Reserve and Health Insurance. The remaining accounts for the Central Garage operation. A combining statement for these internal service funds can be found in the supplementary information following the notes to the financial statements. Fiduciary funds are used by the City to account for resources held by the City for a third party. Agency funds are a special class of fiduciary fund in which liabilities always equal assets, and thus there is no net position. The City of Salina operates twelve agency funds. Schedules for these funds may be viewed in the supplementary section of this report. Permanent funds are used to report resources that are legally restricted to the extent that only earnings, not principal, may be used. Permanent funds operated by the City include the Citizenship Trust, Cemetery and Mausoleum Endowments, and the Tri-centennial Commission fund. Notes to the Financial Statements The notes to the financial statements are an integral part of the basic financial statements since they contain valuable additional information necessary for gaining a complete understanding of the City’s financial statements. 5 CITY OF SALINA, KANSAS Management Discussion and Analysis Year Ended December 31, 2019 Other Information In addition to the basic financial statements and the notes described above, this report also presents the general fund and major special revenue fund’s budgetary statements as required supplementary information directly following the notes to the basic financial statements. The combining statements for the non-major funds are shown after the required supplementary information. Finally, the statistical section includes selected statistical data about the City’s operations and economy. The City as a Whole This section will identify, discuss, and analyze significant differences and trends that will enhance the reader’s understanding of the City’s financial position. Tax Base and Economy The City of Salina relies on three major groups of revenues to support its operations. Each of these revenue streams has a different revenue base. In declining order of magnitude, they are charges for services, sales taxes, and property taxes. Sales taxes and property taxes apply primarily to governmental activities, while charges for services apply to both governmental (20%) and business-type (80%) activities. Charges for services account for about 43% ($37.2 million) of the City’s revenue stream. Charges for service depend on both the rate that is set for the activity, as well as the volume of services provided. Significant services include water and wastewater fees, sanitation and landfill fees, licenses and permits, inspection fees and golf course fees. Charges for services remained flat from the prior year with the sanitation fund increasing $319K (10.0%), water and sewer fund increasing $306K (1.5%) and governmental activities decreasing $700K in public safety. The increase in charges for services in the sanitation fund and the increase in the water and sewer fund are a result of an increase in user fees. Sales taxes are the next largest component of the revenue mix, providing 25.7% ($22.7 million) of the total revenues. The City receives a 1.25% City-wide sales tax, and also a portion of the County-wide 1% sales tax. Forty- four percent, (a rate of .75%) of the City-wide sales tax is required to be used for special purposes. The remaining .5%, along with the City portion of the County-wide tax is available for general purposes. The City is affected by the formula used to distribute the County-wide sales tax among participating jurisdictions (only Cities and the County participate, School and other special districts do not). The formula is based, in part, on the property tax efforts of each jurisdiction. As the portion of the overlapping levy attributable to the City of Salina changes so does the City’s allocated portion of the County-wide sales tax. This change is recognized bi-annually and can affect the overall allocation of the City’s portion of the County-wide sales tax. In 2019, this allocation increased slightly which did not have a significant impact on the tax revenues. In 2008, Salina voters approved an increase of the special purpose .25% tax to a .40% tax. The extended tax was to sunset March 31, 2019. The tax was also modestly re-purposed, for Capital and Economic Development purposes only, as well as retaining a property tax stabilization component. In May 2017, Salina voters approved an increase in the special purpose .40% tax to a .75% tax (thus repealing the 2008 increase). This change became effective October 1, 2017 for twenty years. Property taxes are the third major component of the revenue mix, accounting for 15.6% ($13.8 million) of total revenues. Property taxes consist of two components: Real estate and personal property taxes which are determined by the mill levy set by the city and the assessed value of the property; and motor vehicle taxes which are established by a countywide average tax rate and the assessed value of the vehicle. Real estate assessed value increased by 4.0%. The total City mill levy increased by 8.6%. The overlapping levy increased in 2019 by 3.3%. Personal property value continued to slide, presumably as a result of removing business equipment from the tax base. Personal property value has now dropped to $9.3 million from its peak of $39.7 million in 2007. At the 2019 tax rate, this exemption is equivalent to over $857K in annual lost revenue. 6 CITY OF SALINA, KANSAS Management Discussion and Analysis Year Ended December 31, 2019 Motor vehicle value increased 4.6%. Motor vehicle taxes are distributed based on a formula using prior year’s tax effort (similar to the Countywide Sales Tax Distribution). The following table summarizes the comparative property assessed values and tax levy rates: Fiscal (Budget) Year 2019 2018 Change Real Estate and Personal Property Assessed Valuation 454,395,369$434,451,245$19,944,124$ City Mill Levy ($ per $1,000) Operating (General Fund)22.285 20.339 1.946 Debt Service 6.109 5.79 0.319 Total City Rate 28.394 26.129 2.265 Total Overlapping Levy 138.341 133.14 5.201 Percent of Total Taxes Collected 97.4% 95.9% 1.5% Ratio of Total Taxes (including delinquent collections) to Taxes Levied 98.6% 98.4% 0.2% Motor Vehicle Valuation 54,687,311$ 53,336,677$ 1,350,634$ Comparative Property Values and Tax Levy Rates The unemployment rate in Salina decreased slightly from 3.3% at the end of 2018 to 2.9% at the end of 2019, reflecting general economic conditions. This is still slightly below the statewide and significantly below the national unemployment rate. The total labor force decreased slightly to 30,094 from 30,174 in 2018. In 2019, the top ten property taxpayers accounted for 10.05% of total assessed value. This is less concentrated than ten years ago (at 14.70%). Statement of Net Position Net position may, over time, provide an indicator of a government’s financial position. In the case of the City of Salina, assets and deferred outflows of resources exceeded liabilities by $231.9 million at December 31, 2019. This represents an increase in net assets of $8.1 million over 2018. A comparative Condensed Statement of Net Position at December 31, 2019 and 2018: 7 CITY OF SALINA, KANSAS Management Discussion and Analysis Year Ended December 31, 2019 2019 2018 2019 2018 2019 % of Total 2018 % of Total 2019-2018 change Cash and investments 31,406$ 34,302$ 34,957$ 32,140$ 66,363$ 16% 66,442$ 17% (79)$ Other current assets 17,201 16,774 2,512 2,630 19,713 5% 19,404 5% 309 Noncurrent (capital) assets 222,258 210,515 101,079 90,181 323,337 79%300,696 78%22,641 Total assets 270,865 261,591 138,548 124,951 409,413 100%386,542 100%22,871 Total deferred outflows of resources 5,073 5,527 546 802 5,619 100%6,329 100%(710) Total assets and deferred outflows of resources 275,939 267,118 139,094 125,753 415,033 392,871 22,162 Current liabilities 23,971 28,623 3,579 3,814 27,550 16% 32,437 21% (4,887) Noncurrent liabilities 98,696 90,931 41,765 31,332 140,461 84%122,263 79%18,198 Total liabilities 122,667 119,554 45,344 35,146 168,011 100%154,700 100%13,311 Total deferred inflow s of resources 14,913 14,113 198 224 15,112 14,337 775 Net position: Net investment in capital assets 151,527 144,845 63,301 62,368 214,828 92% 207,213 93% 7,615 Restricted for permanent funds 528 514 - - 528 0% 514 0% 14 Restricted for debt service 1,142 1,851 1,368 1,512 2,510 1% 3,363 2% (853) Unrestricted (14,839) (13,759) 28,883 26,503 14,044 6%12,744 6%1,300 Total net position 138,359 133,451 93,552 90,383 231,910 100%223,834 100%8,076 Percent of total net position 60% 60% 40% 40% 100%100% Cash and investments as a percentage of current liabilities 131% 120% 977% 843% 241%205% Condensed Statement of Net Position As of December 31 (In $000) Governmental Activities Business-Type Activities Total Primary Government The largest segment of the City’s net position reflects its investment in capital assets (land, buildings, streets and drainage facilities, utility plant, vehicles, equipment, etc.), less any debt used to acquire those assets that is still outstanding. These assets are used to provide services to citizens. As a result, resources required to retire related debt cannot come from liquidation of the asset. Such resources generally must be provided from other sources, such as future taxes or user charges. A small portion of net position is restricted for debt service and permanent funds. The remainder (unrestricted) of net position may be used to meet the City’s obligations to citizens and creditors. In 2019, the amount of net investment in capital assets increased by $7.6 million. Amount restricted for debt service decreased by $853 thousand. Unrestricted increased by $1.3 million. Outside of these changes, 2019 resulted in a $8.1 million increase to the net position. Total liabilities increased in governmental activities and increased in business-type activities. In governmental activities, current liabilities decreased, and non-current liabilities increased primarily due to an increase general obligation bonds. 8 CITY OF SALINA, KANSAS Management Discussion and Analysis Year Ended December 31, 2019 Statement of Activities A Condensed Statement of Activities is shown below: 2019 2018 2019 2018 2019 % 2018 % 2019-2018 Change Program Revenues: Charges for Services 9,730$ 10,411$ 27,423$ 27,061$37,153$ 42% 37,472$ 43% (319)$ Operating Grants and Contributions 4,540 4,300 - - 4,540 5% 4,300 5% 240 Capital Grants and Contributions - 4,635 - - - 0% 4,635 0% (4,635) General Revenues: Property Taxes 13,774 12,508 - - 13,774 16% 12,508 15% 1,266 Sales Taxes 22,742 22,209 - - 22,742 26% 22,209 25% 533 Other Taxes 6,975 7,240 - - 6,975 8% 7,240 8% (265) Investment Revenue 670 183 - 233 670 1% 416 0% 254 Other Miscellaneous 1,168 1,062 847 153 2,015 2%1,215 2%800 Total Revenues:59,599 62,548 28,269 27,447 87,869 100%89,995 100%(2,126) Expenses: General Government 10,866 12,013 - - 10,866 14% 12,013 15% (1,147) Public Safety 25,358 23,892 - - 25,358 32% 23,892 30% 1,466 Public Works 10,528 10,458 - - 10,528 13% 10,458 13% 70 Public Health and Sanitation 1,156 1,256 - - 1,156 1% 1,256 2% (100) Culture and Recreation 6,879 7,040 - - 6,879 9% 7,040 9% (161) Planning and Development 2,522 2,369 - - 2,522 3% 2,369 3% 153 Solid Waste Disposal - - 2,871 2,382 2,871 4% 2,382 3% 489 Water and Sewer - - 14,294 15,190 14,294 18% 15,190 19% (896) Sanitation - - 2,266 2,419 2,266 3% 2,419 3% (153) Golf Course - - 888 926 888 1% 926 1% (38) Interest on Long Term Debt 2,169 2,117 - - 2,169 3%2,117 3%52 Total Expenses 59,479 59,145 20,319 20,917 79,798 100%80,062 100%(264) Increase in net assets before transfers 121 3,403 7,950 6,530 8,071 9,933 (1,862) Transfers and other extraordinary items 4,782 4,831 (4,782) (4,832) - (1) 1 Change in Net Position 4,902 8,234 3,169 1,698 8,071 9,932 (1,861) Net Position January 1 133,452 123,701 90,383 89,083 223,835 212,784 11,051 Prior Period Adjustment 4 1,518 -(398)4 1,120 (1,116) Net Position January 1, restated 133,456 125,219 90,383 88,685 223,839 213,904 9,935 Net Position December 31 138,359$133,453$93,552$90,383$231,910$223,836$8,074$ Condensed Statement of Activities For the Year Ended December 31 Governmental Activities Business-Type Activities Total Primary Government (In $000) 9 CITY OF SALINA, KANSAS Management Discussion and Analysis Year Ended December 31, 2019 Governmental Activities. Charges for services attributable to governmental activities totaled $9.7 million, and operating grants for those purposes were $4.5 million. Charges for services decreased slightly and capital grants increased from the prior year, while operating grants decreased. The balance was funded by general revenues. Sales taxes accounted for $22.7 million of general revenues, with property taxes providing $13.8 million. The net position increased by $4.9 million as a result of governmental activities. This increase was primarily related to the increase in sales and other taxes. Total expenses for governmental activities for the year ending December 31, 2019 were $59.5 million compared to $59.1 million in 2018. Governmental activities represent 75%of the City’s total expenses. The largest element of governmental activity expense was public safety, accounting for 32% of the total. Business Type Activities. Business-type activities are primarily supported by user charges, with a very small amount coming from investment and miscellaneous revenues. Total expenses for business-type activities for the year were $20.3 million, or 24% of the City’s total expenses. The majority of this expense ($14.3 million) is attributable to water and sewer operations, with the other activities costing a combined total of $6.0 million. Net position increased by $3.2 million. This increase was primarily related to the increase in water and sewer fund revenues and a decrease in water and sewer fund expenses. Fund Financial Analysis Governmental Funds Fund Balances: The table below shows the Governmental Fund balances for major funds as of December 31, 2019 and December 31, 2018. Fund 2019 2018 Change General 9,307$ 6,743$ 2,564$ Tourism and Convention 451 458 (7) Special Gas 2,191 1,532 659 Sales Tax Capital 2,406 1,984 422 Schilling Capital Improvement 1,949 2,136 (187) Debt Service 1,142 1,851 (709) Capital Projects (7,652) (694) (6,958) SFH QalicB 1,310 1,218 92 Other Governmental Funds 4,671 3,861 810 15,776$19,089$ (3,313)$ Governmental Fund Balances as of December 31, (in 000's) Total governmental fund balances decreased by $3.3 million. The reasons for these changes are varied. The Schilling Capital Improvement Fund, which was created to account for U.S. Government and other funds received for the abatement of groundwater contamination, continues to decrease as the City uses funds previously distributed. The Capital Projects Fund decrease was largely the result of the use of funds to fund capital outlays on projects. The SFH QalicB fund was created to account for funds for the Salina Field House. 10 CITY OF SALINA, KANSAS Management Discussion and Analysis Year Ended December 31, 2019 Revenues and Expenditures: The following table shows a comparison of revenues and expenditures (including other sources and uses) for major funds for the years ending December 31, 2019 and 2018. Fund 2019 2018 Change Revenues (Including Other Financing Sources) General 44,228$ 41,532$ 2,696$ Tourism and Convention 1,889 1,795 94 Special Gas 2,027 1,653 374 Sales Tax Capital 8,501 8,225 276 Schilling Capital Improvement 21 15 6 Debt Service 6,241 6,602 (361) Capital Projects 11,871 13,555 (1,684) SFH QalicB 499 504 (5) Other Governmental Funds 4,745 4,161 584 Total Revenues 80,021 78,042 1,979 Less Other Sources (21,247)(21,622)375 Revenues, net of other sources 58,774$ 56,420$ 2,354$ Expenditures (Including Other Finacing Uses) General 41,664$ 41,672$ (8)$ Tourism and Convention 1,896 1,550 346 Special Gas 1,368 1,203 165 Sales Tax Capital 8,060 8,324 (264) Schilling Capital Improvement 208 904 (696) Debt Service 6,950 6,955 (5) Capital Projects 18,830 15,144 3,686 SFH QalicB 407 1,001 (594) Other Governmental Funds 3,954 4,653 (699) Total Expenditures 83,335 81,406 1,929 Less Other Uses (5,073) (4,186) (887) Expenditures, net of other uses 78,262$ 77,220$ 1,042$ Total revenues, including other sources, were up $2.4 million compared to 2018, with the General Fund showing the largest increase between the two years, which was $2.7 million. Total expenditures increased $1.9 million over 2018. The majority of that increase was in the Capital Projects Fund as a result of increased spending on projects, specifically the Downtown Streetscape and Police Training Facility projects. 11 CITY OF SALINA, KANSAS Management Discussion and Analysis Year Ended December 31, 2019 Proprietary Funds The City of Salina operates four enterprise funds as well as five internal service funds. A summarized comparative Statement of Net Position follows for each enterprise fund: 2019 2018 Change 2019 2018 Change Current Assets 7,073$ 6,569$ 504$ 28,307$ 26,338$ 1,969$ Capital Assets 1,497 2,350 (853) 97,956 86,535 11,421 Deferred Outflows 67 72 (5)371 610 (239) Total Assets and deferred outflows 8,636$ 8,991$ (355)$ 126,634$ 113,483$ 13,151$ Current Liabilities 103$ 461$ (358)$ 3,273$ 3,183$ 90$ Noncurrent Liabilities 2,865 2,847 18 38,016 27,576 10,440 Deferred Inflows 28 30 (2)126 144 (18) Total Liabilities 2,995$ 3,338$ (343)$ 41,415$ 30,903$ 10,512$ Net investment in capital assets 1,107$ 1,570$ (463)$ 60,568$ 59,502$ 1,066$ Restricted - - - 1,368 1,512 - Unrestricted 4,534 4,083 451 23,283 21,566 1,717 Total Net Position 5,640$ 5,653$ (13)$ 85,219$ 82,580$ 2,639$ Current Assets as a percentage of current liabilities 6885% 1425% 865% 827% 2019 2018 Change 2019 2018 Change Current Assets 2,012$ 1,747$ 265$ 77$ 116$ (39)$ Capital Assets 1,165 886 279 462 410 52 Deferred Outflows 84 92 (8)25 27 (2) Total Assets 3,261$ 2,725$ 536$ 563$ 553$ 10$ Current Liabilities 137$ 106$ 31$ 66$ 64$ 2$ Noncurrent Liabilities 668 684 (16)215 225 (10) Deferred Inflows 35 38 (3)10 11 (1) Total Liabilities 840$ 828$ 12$ 291$ 300$ (9)$ Net investment in capital assets 1,165$ 886$ 279$ 462$ 410$ 52$ Restricted - - - - - - Unrestricted 1,256 1,011 245 (187)(103)(84) Total Net Position 2,421$ 1,897$ 524$ 275$ 307$ (32)$ Current Assets as a percentage of current liabilities 1469% 1648% 117% 181% Comparative Summary Statement of Net Position as of December 31 (in $000's) Solid Waste Disposal Water and Sewer Sanitation Golf Course 12 CITY OF SALINA, KANSAS Management Discussion and Analysis Year Ended December 31, 2019 Revenues, Expenses, and Changes in Net Position All enterprise funds show healthy results, with three of the four funds reflecting increases in net position. 2019 2018 Change 2019 2018 Change Operating Revenues 3,499$ 3,116$ 383$ 20,588$ 20,207$ 381$ Operating Expenses 2,849 2,353 496 13,013 14,348 (1,335) Operating Income 649 763 (114) 7,575 5,859 1,716 Non-operating revenues (expenses)(22)17 (39)(1,281)(667)(614) Income (Loss) before Transfers 627 780 (153) 6,294 5,192 1,102 Transfers in (out)(640)(690)50 (3,650) (3,650) - Change in Net Position (13)90 (103)2,644 1,542 1,102 Net Position January 1 5,653 6,237 (584) 82,580 80,697 1,883 Restatement -(674)674 (5)341 (346) Net Position January 1, restated 5,653 5,563 90 82,575 81,038 1,537 Net Position December 31 5,640$ 5,653$ (13)$ 85,219$ 82,580$ 2,639$ 2019 2018 Change 2019 2018 Change Operating Revenues 3,276$ 3,006$ 270$ 907$ 884$ 23$ Operating Expenses 2,266 2,419 (153)888 926 (38) Operating Income 1,010 587 423 19 (42) 61 Non-operating revenues (expenses)-11 (11)-661 (661) Income (Loss) before Transfers 1,010 598 412 19 619 (600) Transfers in (out)(492)(492)1 - - - -- Change in Net Position 519 106 413 19 619 (600) Net Position January 1 1,897 1,856 41 253 292 (39) Restatement 5 (66)71 -2 (2) Net Position January 1, restated 1,902 1,790 112 253 294 (41) Net Position December 31 2,421$ 1,896$ 525$ 272$ 913$ (641)$ Comparative Summary of Revenues, Expenses and Changes in Net Position for the Year Ended December 31 (In $000's) Solid Waste Disposal Water and Sewer Sanitation Golf Course 13 CITY OF SALINA, KANSAS Management Discussion and Analysis Year Ended December 31, 2019 Budgetary Highlights The objective of budgetary controls is to ensure compliance with legal provisions embodied in the annual appropriated budget approved by the City Commission. The legal level of budgetary control is maintained at the fund level, in accordance with State Statutes. Management control is maintained at the departmental level. Within the departments, considerable discretion is permitted. The City uses an encumbrance accounting system, in which estimated purchase orders are recorded prior to the release of purchase orders to vendors. Open purchase orders are reported as reservations of budgetary basis fund balances at December 31, 2019. Formal budgetary amendments are limited to those circumstances in which the need is perceived to alter the total fund budget. Re- allocation among departments or line items are not typically recorded as budgetary amendments. However, in addition to formal amendments, departments within the City are allowed to transfer budget between line items within a department. Budgets may also be transferred from department to department within each fund. As a result of these transfers, the original budget and the final budgets may not be the same for departments within a fund. Capital Assets and Debt Administration Capital Assets The total amount invested in Capital Assets for the City at December 31, 2019 was $323,337,161, net of accumulated depreciation. The following table illustrates the Capital Asset balance by various classes of assets at December 31, 2019 and 2018: 2019 2018 2019 2018 2019 2018 Equipment, Furniture and Fixtures 2,352$ 2,374$ 1,536$ 1,489$ 3,888$ 3,863$ Vehicles 2,854 2,957 1,288 1,208 4,142 4,165 Buildings and Improvements 30,556 31,759 8,519 8,941 39,075 40,700 Land 24,224 24,094 2,386 2,060 26,610 26,154 Land Leased Under Capital Assets 423 423 - - 423 423 Infrastructure 116,264 116,365 79,824 72,312 196,088 188,677 Leasehold Improvements 357 326 - - 357 326 Construction in Progress 45,228 32,217 7,527 4,171 52,755 36,388 Total 222,258$210,515$101,079$90,181$323,337$300,696$ Capital Asset Balances Net of Depreciation as of December 31 (In 000's) Governmental Activity Business-type Activity Total Changes to capital assets may be summarized as follows: Governmental Activity Business-Type Activity Total Additions 22,005$ 26,293$ 48,298$ Retirements (4,622) (11,402) (16,024) Depreciation (6,835)(4,815)(11,651) Net Additions 10,548$ 10,075$ 20,623$ Changes to Capital Assets, 2019 (in 000's) Additional information on the City’s capital assets can be found in Note 4,D. of the notes to the basic financial statements. 14 CITY OF SALINA, KANSAS Management Discussion and Analysis Year Ended December 31, 2019 Debt Management The City’s general policy for general obligation bonds is to issue them for no more than 10 years for the City at Large portion, with some exceptions permitted for extraordinary projects. On special assessment bonds, the maturity may extend to 15 years. The outstanding general obligation bonds for governmental activities at December 31, 2019 totaled $57,623,908. In addition, there were temporary notes outstanding in the amount of $11,170,000, as well as a financing operating lease in the amount of $656,260. Business-type activities had $11,122,175 in revenue bonds outstanding, as well as $4,116,515 in general obligation bonds. Revenues generated by user fees are pledged to retire all of the bonds issued by business-type activities. In addition, a loan payable is outstanding in the amount of $22,539,686. The City engaged in the following debt transactions during 2019: On July 30th, the City issued 2019-1, $6,000,000 of temporary notes. The proceeds were used to finance construction to Downtown Streetscape, Police Training Facility Design and 2 special assessment projects. On November 27th, the City issued 2019-2, $13,500,000 in temporary notes to pay off the 2019-1 notes as well as finance construction of the Downtown Streetscape and Police Training Facility. This note will be partially refinanced into a long-term bond issue in 2019 and partially in 2020. On November 27th, the City issued 2019A, $2,090,000 in General Obligation Bonds to finance construction costs for the Grand Prairie II and River Trail Second Addition special assessment projects, as well as to finance the Beechcraft Road project. On December 1, 2019, the City issued $18,520,000 in Senior Special Obligation Revenue Bonds and $4,320,000 in Subordinate Special Obligation Revenue Bonds to fund STAR Bond district projects. Additional information on the City’s debt can be found in Note 4, E. of the notes to the basic financial statements. Requests for Information This financial report is intended to give the reader a general overview of the City’s finances. Questions about information in this report or requests for additional information should be directed to the Director of Finance, Room 206, 300 West Ash Street, Salina, Kansas, 67401. 15 %$6,&),1$1&,$/67$7(0(176 Total Total Total Salina Salina Governmental Business-type Primary Housing Airport Activities Activities Government Authority Authority ASSETS AND DEFERRED OUTFLOWS OF RESOURCES Current assets: Cash and investments 31,406,384$ 34,956,928$ 66,363,312$ 2,222,111$ 655,020$ Receivables (net of allowance for uncollectibles) Accounts 2,080,843 2,033,882 4,114,725 12,159 848,249 Taxes 13,863,340 - 13,863,340 -- Interest 9,518 16 9,534 -- Inventory 339,878 477,644 817,522 30,954 - Restricted cash and investments 907,687 - 907,687 -- Prepaid expenses ---45,192 9,352 Total current assets 48,607,650 37,468,470 86,076,120 2,310,416 1,512,621 Noncurrent assets: Capital assets, nondepreciable Construction in progress 45,227,729 7,526,968 52,754,697 128,057 132,217 Land 24,646,334 2,386,334 27,032,668 1,483,219 10,166,125 Capital assets, depreciable 279,528,709 162,361,912 441,890,621 8,494,072 81,240,459 Less: Accumulated depreciation 127,144,929 71,195,896 198,340,825 5,084,636 47,428,034 Total noncurrent assets 222,257,843 101,079,318 323,337,161 5,020,712 44,110,767 Total assets 270,865,493 138,547,788 409,413,281 7,331,128 45,623,388 Deferred outflows of resources: KPERS OPEB deferred outflows of resources 97,708 43,897 141,605 -4,220 OPEB deferred outflows of resources 62,171 7,919 70,090 -- Pension deferred outflows of resources 4,842,013 484,280 5,326,293 62,093 131,923 Deferred charge on bond issuance 71,376 9,925 81,301 -1,140,061 Total deferred outflows of resources 5,073,268 546,021 5,619,289 62,093 1,276,204 Total assets and deferred outflows of resources 275,938,761$ 139,093,809$ 415,032,570$ 7,393,221$ 46,899,592$ Liabilities: Current liabilities: Accounts payable 3,588,272$ 448,194$ 4,036,466$ 45,557$ 867,149$ Retainage payable 1,980,498 153,409 2,133,907 -- Accrued liabilities 649,172 - 649,172 36,478 145,241 Accrued interest payable 78,459 325,876 404,335 - 227,145 Deposits payable - 229,447 229,447 98,022 - Current portion of compensated absences 2,030,465 478,552 2,509,017 2,989 - Current portion of temporary notes payable 11,170,000 - 11,170,000 -- Current portion of loans payable - 539,863 539,863 -- Current portion of revenue bonds payable - 715,000 715,000 -- Current portion of special assessment debt payable ----2,350 Current portion of general obligation bonds payable 4,474,480 688,388 5,162,868 -1,425,000 Total current liabilities 23,971,346 3,578,729 27,550,075 183,046 2,666,885 Noncurrent liabilities: Accrued liabilities 151,818 - 151,818 39,222 - Compensated absences 755,612 178,087 933,699 26,893 - Security deposits returnable ----57,564 OPEB obligation 3,121,647 397,680 3,519,327 - 13,338 KPERS OPEB obligation 349,412 156,983 506,395 8,186 - Net pension liability 28,968,806 3,148,126 32,116,932 331,750 632,856 Loans payable 12,199,016 21,999,823 34,198,839 -- Revenue bonds payable - 10,407,175 10,407,175 -- Special assessment debt payable ----2,455 General obligation bonds payable 53,149,428 3,428,127 56,577,555 - 20,982,297 Landfill post-closure care liabilities -2,048,896 2,048,896 -- Total noncurrent liabilities 98,695,739 41,764,897 140,460,636 406,051 21,688,510 Total liabilities 122,667,085 45,343,626 168,010,711 589,097 24,355,395 Deferred inflows of resources: Unavailable revenue - property taxes 13,423,860 - 13,423,860 8,599 - KPERS OPEB deferred inflows of resources 66,990 30,097 97,087 2,476 - OPEB deferred inflows of resources 146,354 18,645 164,999 -4,694 Pension deferred inflows of resources 1,275,958 149,620 1,425,578 15,791 36,718 Total deferred inflows of resources 14,913,162 198,362 15,111,524 26,866 41,412 Total liabilities and deferred inflows of resources 137,580,247$ 45,541,988$ 183,122,235$ 615,963$ 24,396,807$ Net Position Net investment in capital assets 151,527,232$ 63,300,942$ 214,828,174$ 5,020,712$ 21,698,665$ Restricted for: Permanent funds: Expendable 527,536 - 527,536 11,334 - Debt service 1,142,418 1,367,894 2,510,312 -- Unrestricted [14,838,672] 28,882,985 14,044,313 1,745,212 804,120 Total net position 138,358,514$ 93,551,821$ 231,910,335$ 6,777,258$ 22,502,785$ Primary Government CITY OF SALINA, KANSAS STATEMENT OF NET POSITION December 31, 2019 Component Units The notes to the basic financial statements are an integral part of this statement. 16 Operating Capital Total Total Total Salina Salina Charges for Grants and Grants and Governmental Business-type Primary Housing Airport Expenses Services Contributions Contributions Activities Activities Government Authority Authority Governmental activities: General government 10,865,700$ 3,400,883$ 750,696$ -$[6,714,121]$ -$[6,714,121]$ -$-$ Public safety 25,357,782 4,356,956 1,365,509 - [19,635,317]- [19,635,317]-- Public works 10,528,485 309,292 1,438,330 - [8,780,863]- [8,780,863]-- Public health and sanitation 1,156,165 45,549 277,304 - [833,312]- [833,312]-- Culture and recreation 6,879,281 1,513,628 578,558 - [4,787,095]- [4,787,095]-- Planning and development 2,522,266 103,727 129,662 - [2,288,877]- [2,288,877]-- Interest on long-term debt 2,168,897 ---[2,168,897] -[2,168,897]-- Total governmental activities 59,478,576 9,730,035 4,540,059 -[45,208,482]-[45,208,482]-- Business-type activities: Solid Waste Disposal 2,871,468 3,082,199 - - - 210,731 210,731 - - Water and Sewer 14,293,758 20,255,017 - - - 5,961,259 5,961,259 - - Sanitation 2,265,646 3,275,987 - - - 1,010,341 1,010,341 - - Golf Course 888,494 809,636 ---[78,858] [78,858] -- Total business-type activities 20,319,366 27,422,839 ---7,103,473 7,103,473 -- Total primary government 79,797,942$ 37,152,874$4,540,059$ -$[45,208,482]7,103,473 [38,105,009] -- Component units: Salina Housing Authority 2,813,581$ 407,030$ 2,128,578$ 70,557$ - - - [207,416] - Salina Airport Authority 6,167,660 2,432,958 - 1,727,674 ----[2,007,028] Total component units 8,981,241$ 2,839,988$ 2,128,578$ 1,798,231$ ---[207,416] [2,007,028] General Revenues: Property taxes levied for General purposes 9,707,788 - 9,707,788 - 2,371,463 Debt service 2,663,942 - 2,663,942 - - Motor vehicle tax General purposes 1,402,643 - 1,402,643 - - Sales tax General purposes 13,418,742 - 13,418,742 - - Selective purposes 9,323,065 - 9,323,065 - - Other taxes General purposes 6,975,000 - 6,975,000 - - Investment revenues 669,909 - 669,909 28,136 17,954 Miscellaneous 1,168,245 846,593 2,014,838 83,865 21,263 Transfers, net 4,781,500 [4,781,500] --- Subtotal general revenues 50,110,834 [3,934,907] 46,175,927 112,001 2,410,680 Change in net position 4,902,352 3,168,566 8,070,918 [95,415] 403,652 Net position - beginning 133,451,840 90,383,255 223,835,095 6,872,673 22,099,133 Prior period adjustment 4,322 -4,322 -- Net position - beginning, restated 133,456,162 90,383,255 223,839,417 6,872,673 22,099,133 Net position - ending 138,358,514$93,551,821$ 231,910,335$6,777,258$22,502,785$ Changes in Net Position Component UnitsPrimary GovernmentProgram Revenues CITY OF SALINA, KANSAS STATEMENT OF ACTIVITIES For the Year Ended December 31, 2019 Net [Expenses] Revenue and The notes to the basic financial statements are an integral part of this statement. 17 Tourism and Special Sales Tax General Convention Gas Capital ASSETS Cash and investments 8,106,861$ 853$ 1,910,307$ 2,712,288$ Restricted cash - - - - Receivables (net) Accounts 1,628,614 450,217 - - Taxes 10,430,287 - 327,922 - Interest 9,518 - - - Inventory 211,986 - - - Due from other funds ---- Total assets 20,387,266$ 451,070$ 2,238,229$ 2,712,288$ LIABILITIES, DEFERRED INFLOWS OF RESOURCES AND FUND BALANCES Liabilities: Accounts payable 708,270$ -$ 45,246$ 139,896$ Retainage payable - - 2,005 166,517 Temporary notes payable - - - - Due to other funds ---- Total liabilities 708,270 -47,251 306,413 Deferred inflows of resources Unavailable revenue - property taxes 10,236,618 - - - Unavailable revenue - other 135,204 --- Total deferred inflows of resources 10,371,822 --- Fund balance: Nonspendable 211,986 - - - Restricted - 451,070 2,120,391 - Committed - - - 1,666,423 Assigned 273,808 - 70,587 739,452 Unassigned 8,821,380 --- Total fund balances 9,307,174 451,070 2,190,978 2,405,875 Total liabilities, deferred inflows of resources and fund balances 20,387,266$ 451,070$ 2,238,229$ 2,712,288$ CITY OF SALINA, KANSAS BALANCE SHEET GOVERNMENTAL FUNDS December 31, 2019 Schilling Other Total Capital Debt Capital SFH Governmental Governmental Improvement Service Projects QalicB Funds Funds 1,949,346$ 1,089,325$ 7,314,875$ 8,148$ 4,861,928$ 27,953,931$ - - - 907,687 - 907,687 - - - 864,660 2,012 2,945,503 - 3,105,131 - - - 13,863,340 -----9,518 -----211,986 --349,515 --349,515 1,949,346$ 4,194,456$ 7,664,390$ 1,780,495$ 4,863,940$ 46,241,480$ -$-$ 2,455,027$ -$ 193,423$ 3,541,862$ - - 1,691,417 120,559 - 1,980,498 - - 11,170,000 - - 11,170,000 ---349,515 -349,515 --15,316,444 470,074 193,423 17,041,875 - 3,052,038 --- 13,288,656 -----135,204 -3,052,038 ---13,423,860 -----211,986 - 1,142,418 - - 1,509,770 5,223,649 1,941,623 - 152,576 1,310,421 3,015,015 8,086,058 7,723 - - - 145,732 1,237,302 --[7,804,630] --1,016,750 1,949,346 1,142,418 [7,652,054] 1,310,421 4,670,517 15,775,745 1,949,346$ 4,194,456$ 7,664,390$ 1,780,495$ 4,863,940$ 46,241,480$ The notes to the basic financial statements are an integral part of this statement. 18 Total Governmental Fund Balances 15,775,745$ Amounts reported for governmental activities in the statement of net position are different because Bond issuance costs are shown as current year expenditures in the funds. Bond issuance costs 71,376 Capital assets used in governmental activities are not financial resources and therefore are not reported in the funds The cost of capital assets is 349,234,538 Accumulated depreciation is 126,991,328 222,243,210 Pension contributions are reported as an expense in the funds and as a deferred outflow of resources in the governmental activities in the statement of net position.4,976,291 Pension fundings are reported as a revenue in the funds and as a deferred inflow of resources in the governmental activities in the statement of net position.[1,479,693] Certain intrafund transactions have been eliminated between the City's primary funds and the QALICB blended component unit. [864,660] An internal service fund is used by the City's management to charge the costs of the worker's compensation program. The assets and liabilities of the internal service fund are included with governmental activities. 2,565,728 The following liabilities, including bonds payable, are not due and payable in the current period and therefore are not reported as liabilities in the funds. These liabilities at year end consist of: Compensated absences 2,754,631 Net OPEB obligation 3,460,931 Net pension liability 28,812,538 Bonds payable 57,623,908 Loans payable 12,199,016 Accrued interest on the bonds 78,459 [104,929,483] Net Position of Governmental Activities 138,358,514$ CITY OF SALINA, KANSAS RECONCILIATION OF THE TOTAL GOVERNMENTAL FUND BALANCE TO NET POSITION OF GOVERNMENTAL ACTIVITIES December 31, 2019 The notes to the basic financial statements are an integral part of this statement. 19 Tourism and Special Sales Tax General Convention Gas Capital REVENUES: Taxes Real estate taxes 9,561,490$ -$-$-$ Delinquent taxes 146,298 - - - Motor vehicle taxes 1,093,438 - - - General sales taxes 13,418,742 - - - Selective sales taxes - - - 8,500,559 Other taxes 5,086,492 1,888,508 - - Intergovernmental 1,351,967 - 1,433,830 - Special assessments - - - - Licenses and permits - - - - Charges for services 5,816,485 - - - Investment revenue 613,249 - - - Donations - - - - Miscellaneous 690,676 -432,910 - Total revenues 37,778,837 1,888,508 1,866,740 8,500,559 EXPENDITURES: Current General government 4,581,505 - - - Public safety 23,692,445 - - - Public works 5,473,414 - 406,058 - Public health and sanitation 816,636 - - - Culture and recreation 4,379,441 - - - Planning and development 836,690 1,046,945 - - Miscellaneous - - - - Capital outlay 985,861 - 962,163 4,733,263 Debt service Principal retirement - - - - Interest and other charges ---- Total expenditures 40,765,992 1,046,945 1,368,221 4,733,263 Excess [deficiency] of revenue and other sources over [under] expenditures and other [uses][2,987,155] 841,563 498,519 3,767,296 OTHER FINANCING SOURCES [USES] Issuance of bonds - - - - Issuance of temporary notes - - - - Bond premium - - - - Capital contribution - - - - Transfers in 6,449,500 - 160,000 - Transfers [out][897,748] [848,875] -[3,326,350] Total other financing sources [uses]5,551,752 [848,875] 160,000 [3,326,350] Net change in fund balance 2,564,597 [7,312] 658,519 440,946 Fund balance - Beginning of year 6,742,577 458,382 1,532,459 1,984,324 Prior period adjustment ---[19,395] Fund balance - Beginning of year, restated 6,742,577 458,382 1,532,459 1,964,929 Fund balance - End of year 9,307,174$ 451,070$ 2,190,978$ 2,405,875$ CITY OF SALINA, KANSAS STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE GOVERNMENTAL FUNDS For the Year Ended December 31, 2019 Schilling Other Total Capital Debt Capital SFH Governmental Governmental Improvement Service Projects QalicB Funds Funds -$ 2,620,653$ -$-$-$ 12,182,143$ - 43,289 --- 189,587 - 309,205 --- 1,402,643 -----13,418,742 ----822,506 9,323,065 -----6,975,000 ----1,787,565 4,573,362 - 1,540,285 55,845 -- 1,596,130 ----4,500 4,500 --- 492,917 494,470 6,803,872 20,767 -- 6,460 29,433 669,909 ----90,084 90,084 -94,519 282,720 -43,956 1,544,781 20,767 4,607,951 338,565 499,377 3,272,514 58,773,818 -----4,581,505 -----23,692,445 ----256,444 6,135,916 ----303,950 1,120,586 ----1,667,994 6,047,435 --- 31,600 396,101 2,311,336 ----3535 207,547 - 13,751,490 175,278 1,096,882 21,912,484 - 5,413,015 4,725,999 - 185,000 10,324,014 -1,536,834 352,011 200,044 47,278 2,136,167 207,547 6,949,849 18,829,500 406,922 3,953,684 78,261,923 [186,780] [2,341,898] [18,490,935] 92,455 [681,170] [19,488,105] -- 11,090,000 -- 11,090,000 ------ -- 442,878 -- 442,878 ------ - 1,632,958 -- 1,472,014 9,714,472 -----[5,072,973] -1,632,958 11,532,878 -1,472,014 16,174,377 [186,780] [708,940] [6,958,057] 92,455 790,844 [3,313,728] 2,136,126 1,851,358 [693,997] 1,217,966 3,861,345 19,090,540 ----18,328 [1,067] 2,136,126 1,851,358 [693,997] 1,217,966 3,879,673 19,089,473 1,949,346$ 1,142,418$ [7,652,054]$ 1,310,421$ 4,670,517$ 15,775,745$ The notes to the basic financial statements are an integral part of this statement. 20 Total Net Change In Fund Balances - Governmental Funds [3,313,728]$ Amounts reported for governmental activities in the statement of activities are different because Capital outlays to purchase or build assets are reported in governmental funds as expenditures. However, for governmental activities those costs are shown in the statement of net position and allocated over their estimated useful lives as annual depreciation expenses in the statement of activities. This is the amount by which capital outlays exceeds depreciation in the period. Gain/[Loss] on sale of assets [8,190] Capital outlays 17,835,539 Depreciation expense [6,240,802] 11,586,547 Interest on long-term debt in the statement of activities differs from the amount reported in the governmental funds because interest is recorded as an expenditure in the funds when it is due, and thus requires the use of current financial resources. In the statement of activities, however, interest expense is recognized as the interest accrues, regardless of when it is due. This is the amount by which interest decreased. 29,485 An internal service fund is used by the city's management to charge the costs of certain activities to the individual funds. The revenues and expenses of certain internal service fund is reported with governmental activities. 1,597,174 Certain intrafund transactions have been eliminated between the City's primary funds and the QALICB blended component unit. [834,660] Some expenses reported in the statement of activities, such as compensated absences and other post employment benefits, do not require the use of current financial resources and therefore are not reported as expenditures in governmental funds.[29,980] Pension payments are reported as expenditures in the governmental funds and do not affect the statement of net activities. [999,728] Bond, temporary note, loan and lease proceeds are other financing sources in the governmental funds, but they increase long-term liabilities in the statement of net position and do not affect the statement of activities. Also, governmental funds report the effect of issuance costs, premiums, discounts, and similar items when debt is first issued, whereas these amounts are deferred and amortized in the statement of activities. This amount is the net effect of these differences in the treatment of long-term debt and related items. [17,550,023] Repayment of bond principal and bond issuance costs is an expenditure in the governmental funds, but it reduces long-term liabilities in the statement of net position and does not affect the statement of activities.14,417,265 Changes In Net Position of Governmental Activities 4,902,352$ CITY OF SALINA, KANSAS RECONCILIATION OF THE GOVERNMENTAL FUNDS STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCE WITH THE GOVERNMENT-WIDE STATEMENT OF ACTIVITIES For the Year Ended December 31, 2019 The notes to the basic financial statements are an integral part of this statement. 21 CITY OF SALINA, KANSAS STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) GENERAL FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Taxes Real estate taxes 9,561,490$ 9,582,319$ 9,582,319$ [20,829]$ Delinquent taxes 146,298 160,000 160,000 [13,702] Motor vehicle taxes 1,073,265 1,008,720 1,008,720 64,545 General sales tax 13,418,742 13,829,194 13,829,194 [410,452] Other taxes 6,286,492 7,085,901 7,085,901 [799,409] Intergovernmental 1,351,967 1,135,255 1,135,255 216,712 Charges for services 4,051,536 5,907,154 5,907,154 [1,855,618] Investment revenue 892,731 10,000 10,000 882,731 Miscellaneous 690,673 632,907 632,907 57,766 Total revenues 37,473,194 39,351,450 39,351,450 [1,878,256] Expenditures General government 4,456,184 3,523,226 3,523,226 [932,958] Public safety 22,165,691 21,044,550 21,044,550 [1,121,141] Public works 5,524,886 5,652,826 5,652,826 127,940 Public health and sanitation 816,636 - - [816,636] Culture and recreation 4,375,589 5,361,919 5,361,919 986,330 Planning and development 1,069,690 3,437,251 3,437,251 2,367,561 Capital outlay 713,625 6,985,000 6,985,000 6,271,375 Total expenditures 39,122,301 46,004,772 46,004,772 6,882,471 Excess [deficiency] of revenues over [under] expenditures [1,649,107] [6,653,322] [6,653,322] 5,004,215 Other financing sources [uses] Transfers in 5,249,500 3,841,500 3,841,500 1,408,000 Transfers [out][897,748] [3,076,760] [3,076,760] 2,179,012 Total other financing sources [uses]4,351,752 764,740 764,740 3,587,012 Excess [deficiency] of revenues and other sources over [under] expenditures and other [uses] 2,702,645 [5,888,582] [5,888,582] 8,591,227 Unreserved fund balance, January 1 4,286,934 5,983,397 5,983,397 [1,696,463] Unreserved fund balance, December 31 6,989,579 94,815$ 94,815$ 6,894,764$ Reconciliation to GAAP Interest receivable 9,518 Accounts receivable 1,628,614 Taxes receivable 10,430,287 Inventory 211,986 Deferred revenue [10,236,618] Current year encumbrances 273,808 GAAP Fund Balance, December 31 9,307,174$ Budgeted Amounts See independent auditor's report on the financial statements. 22 CITY OF SALINA, KANSAS STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) TOURISM AND CONVENTION FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Other taxes 1,895,820$ 1,656,562$ 1,895,900$ [80]$ Investment revenue -150 -- Total revenues 1,895,820 1,656,712 1,895,900 [80] Expenditures Planning and development 1,046,945 914,818 1,046,945 - Total expenditures 1,046,945 914,818 1,046,945 - Excess [deficiency] of revenues over [under] expenditures 848,875 741,894 848,955 [80] Other financing sources [uses] Transfers [out][848,875][741,744][848,875]- Total other financing sources [uses][848,875][741,744][848,875]- Excess [deficiency] of revenues and other sources over [under] expenditures and other [uses] - 150 80 [80] Unreserved fund balance, January 1 853 63,187 853 - Unreserved fund balance, December 31 853 63,337$ 933$ [80]$ Reconciliation to GAAP Accounts receivable 450,217 GAAP Fund Balance, December 31 451,070$ Budgeted Amounts See independent auditor's report on the financial statements. 23 CITY OF SALINA, KANSAS STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) SPECIAL GAS FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Intergovernmental 1,426,232$ 1,417,590$ 1,417,590$ 8,642$ Miscellaneous 432,910 - - 432,910 Investment revenue -3,000 3,000 [3,000] Total revenues 1,859,142 1,420,590 1,420,590 438,552 Expenditures Public works 406,058 525,830 525,830 119,772 Capital outlay 859,528 946,243 946,243 86,715 Total expenditures 1,265,586 1,472,073 1,472,073 206,487 Excess [deficiency] of revenues over [under] expenditures 593,556 [51,483][51,483]645,039 Other financing sources [uses] Transfers in 160,000 160,000 160,000 - Total other financing sources [uses]160,000 160,000 160,000 - Excess [deficiency] of revenues and other sources over [under] 753,556 108,517 108,517 645,039 expenditures and other [uses] Unreserved fund balance, January 1 1,038,913 899,157 899,157 139,756 Unreserved fund balance, December 31 1,792,469 1,007,674$ 1,007,674$ 784,795$ Reconciliation to GAAP Taxes receivable 327,922 Current year encumbrances 70,587 GAAP Fund Balance, December 31 2,190,978$ Budgeted Amounts See independent auditor's report on the financial statements. 24 CITY OF SALINA, KANSAS STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) SALES TAX CAPITAL FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Taxes Selective sales taxes 8,500,559$ 8,758,780$ 8,758,780$ [258,221]$ Investment revenue -5,000 5,000 [5,000] Total revenues 8,500,559 8,763,780 8,763,780 [263,221] Expenditures Capital outlay 4,944,758 6,541,080 6,541,080 1,596,322 Total expenditures 4,944,758 6,541,080 6,541,080 1,596,322 Excess [deficiency] of revenues over [under] expenditures 3,555,801 2,222,700 2,222,700 1,333,101 Other financing sources [uses] Transfers [out][3,326,350][3,073,878][3,073,878][252,472] Total other financing sources [uses][3,326,350][3,073,878][3,073,878][252,472] Excess [deficiency] of revenues and other sources over [under] expenditures and other [uses] 229,451 [851,178] [851,178] 1,080,629 Unreserved fund balance, January 1 1,436,972 1,763,089 1,763,089 [326,117] Unreserved fund balance, December 31 1,666,423 911,911$ 911,911$ 754,512$ Reconciliation to GAAP Current year encumbrances 739,452 GAAP Fund Balance, December 31 2,405,875$ Budgeted Amounts See independent auditor's report on the financial statements. 25 Total Internal Solid Waste Water and Enterprise Service Assets and deferred outflows of resources:Disposal Sewer Sanitation Golf Course Funds Funds Current assets: Cash and investments 6,874,432$ 26,289,593$ 1,754,760$ 38,143$ 34,956,928$ 3,452,453$ Receivables (net of allowance for uncollectibles) Accounts 198,322 1,578,182 257,378 - 2,033,882 - Interest 16 - - - 16 - Inventory and prepaid supplies -439,223 -38,421 477,644 127,892 Total current assets 7,072,770 28,306,998 2,012,138 76,564 37,468,470 3,580,345 Capital assets: Nondepreciable capital assets: Construction in progress - 7,526,968 - - 7,526,968 - Land 682,000 1,689,334 - 15,000 2,386,334 - Depreciable capital assets: Capital assets 11,313,026 147,231,395 2,564,420 1,253,071 162,361,912 168,234 Less: accumulated depreciation 10,498,484 58,491,492 1,399,557 806,363 71,195,896 153,601 Total capital assets 1,496,542 97,956,205 1,164,863 461,708 101,079,318 14,633 Total assets 8,569,312 126,263,203 3,177,001 538,272 138,547,788 3,594,978 Deferred outflows of resources: KPERS OPEB deferred outflows of resources 4,248 29,737 7,080 2,832 43,897 2,832 OPEB deferred outflows of resources 969 5,001 1,500 449 7,919 - Pension deferred outflows of resources 61,369 326,317 75,354 21,240 484,280 22,769 Deferred charge on bond issuance -9,925 --9,925 - Total deferred outflows of resources 66,586 370,980 83,934 24,521 546,021 25,601 Total assets and deferred outflows of resources 8,635,898$ 126,634,183$ 3,260,935$562,793$ 139,093,809$ 3,620,579$ Liabilities and deferred inflows of resources: Current liabilities Accounts payable 26,442$ 388,113$ 29,160$ 4,479$ 448,194$ 46,410$ Retainage payable - 153,409 -- 153,409 - Interest payable 5,262 320,614 -- 325,876 - Meter deposits payable - 229,447 -- 229,447 - Current portion of compensated absences payable 36,027 273,585 107,850 61,090 478,552 22,917 Current portion of accrued claims payable ----- 649,172 Current portion of loans payable - 539,863 -- 539,863 - Current portion of general obligation bonds payable 35,000 653,388 -- 688,388 - Current portion of revenue bonds payable -715,000 --715,000 - Total current liabilities 102,731 3,273,419 137,010 65,569 3,578,729 718,499 Noncurrent liabilities: Compensated absences payable 13,407 101,811 40,135 22,734 178,087 8,529 Accrued claims payable ----- 151,818 OPEB obligation 48,676 251,125 75,310 22,569 397,680 - KPERS OPEB obligation 15,192 106,343 25,320 10,128 156,983 10,128 Net pension liability 383,854 2,076,508 527,697 160,067 3,148,126 156,268 Payable from restricted assets Loans payable - 21,999,823 -- 21,999,823 - General obligation bonds payable 355,000 3,073,127 -- 3,428,127 - Revenue bonds payable - 10,407,175 -- 10,407,175 - Landfill post-closure care liabilities 2,048,896 ---2,048,896 - Total noncurrent liabilities 2,865,025 38,015,912 668,462 215,498 41,764,897 326,743 Total liabilities 2,967,756 41,289,331 805,472 281,067 45,343,626 1,045,242 Deferred inflows of resources KPERS OPEB deferred inflows of resources 2,913 20,388 4,854 1,942 30,097 1,942 OPEB deferred inflows of resources 2,282 11,774 3,531 1,058 18,645 - Pension deferred inflows of resources 22,469 93,911 26,326 6,914 149,620 7,667 Total deferred inflows of resources 27,664 126,073 34,711 9,914 198,362 9,609 Total liabilities and deferred inflows of resources 2,995,420$ 41,415,404$ 840,183$ 290,981$ 45,541,988$ 1,054,851$ Net position Net investment in capital assets 1,106,542$ 60,567,829$ 1,164,863$ 461,708$ 63,300,942$ 14,633$ Restricted Restricted for bond retirement - 1,367,894 - - 1,367,894 - Unrestricted 4,533,936 23,283,056 1,255,889 [189,896] 28,882,985 2,551,095 Total net position 5,640,478$ 85,218,779$ 2,420,752$271,812$ 93,551,821$ 2,565,728$ Business-Type Activities: Enterprise Funds CITY OF SALINA, KANSAS STATEMENT OF NET POSITION PROPRIETARY FUNDS December 31, 2019 The notes to the basic financial statements are an integral part of this statement. 26 Total Internal Solid Waste Water and Enterprise Service Disposal Sewer Sanitation Golf Course Funds Funds Operating revenues Charges for services 3,082,199$ 20,255,017$ 3,275,987$ 809,636$ 27,422,839$ 7,798,835$ Miscellaneous 416,369 332,662 -97,562 846,593 60,303 Total operating revenues 3,498,568 20,587,679 3,275,987 907,198 28,269,432 7,859,138 Operating expenses General government - - - - - 8,982,331 Public works 1,995,726 9,678,876 2,090,924 - 13,765,526 - Recreation - - - 840,279 840,279 - Depreciation 853,537 3,333,943 174,722 48,215 4,410,417 7,699 Total operating expenses 2,849,263 13,012,819 2,265,646 888,494 19,016,222 8,990,030 Operating income [loss]649,305 7,574,860 1,010,341 18,704 9,253,210 [1,130,892] Nonoperating revenues [expenses] Interest expense [22,205] [1,129,127] - - [1,151,332] - Accretion of bond premium - 55,915 - - 55,915 - Amortization of bond issuance costs -[207,727]--[207,727] - Total nonoperating revenues [expenses][22,205] [1,280,939] --[1,303,144] - Income [loss] before transfers 627,100 6,293,921 1,010,341 18,704 7,950,066 [1,130,892] Transfers from [to] other funds Transfers in ----- 140,000 Transfers [out][640,000] [3,650,000] [491,500] -[4,781,500]- Total transfers [640,000] [3,650,000] [491,500] -[4,781,500]140,000 Change in net position [12,900] 2,643,921 518,841 18,704 3,168,566 [990,892] Net position, January 1 5,653,378 82,580,128 1,896,641 253,108 90,383,255 3,556,620 Prior period adjustment -[5,270]5,270 --- Net position, January 1, restated 5,653,378 82,574,858 1,901,911 253,108 90,383,255 3,556,620 Net position, December 31 5,640,478$ 85,218,779$2,420,752$271,812$ 93,551,821$ 2,565,728$ Business-Type Activities: Enterprise Funds CITY OF SALINA, KANSAS STATEMENT OF REVENUES, EXPENSES AND CHANGES IN NET POSITION PROPRIETARY FUNDS For the Year Ended December 31, 2019 The notes to the basic financial statements are an integral part of this statement. 27 Total Internal Solid Waste Water and Enterprise Service Disposal Sewer Sanitation Golf Course Funds Funds Cash flows from operating activities Cash received from customers and users 3,073,363$ 20,427,626$ 3,272,401$ 809,636$ 27,583,026$ 7,980,067$ Cash paid to suppliers of goods or services [1,264,517] [5,412,123] [1,144,660] [315,480] [8,136,780] [8,734,446] Cash paid to employees [677,451] [4,192,802] [926,570] [535,122] [6,331,945] [288,556] Other operating receipts 416,369 332,662 -97,562 846,593 60,303 Net cash provided by [used in] operating activities 1,547,764 11,155,363 1,201,171 56,596 13,960,894 [982,632] Cash flows from capital and related financing activities Purchase and construction of capital assets - [13,963,235] [453,771] [99,848] [14,516,854] - Proceeds from bonds - 10,330,000 - - 10,330,000 - Proceeds from loans - 12,434,835 - - 12,434,835 - Principal payments - loans - [527,499] - - [527,499] - Principal payments - general obligation bonds [390,000] [768,198] - - [1,158,198] - Principal payments - revenue bonds - [11,850,000] - - [11,850,000] - Interest paid [22,918] [1,051,885] --[1,074,803]- Net cash provided by [used in] capital and related financing activities [412,918] [5,395,982] [453,771] [99,848] [6,362,519] - Cash flows from investing activities Interest received ------ Cash flows from noncapital financing activities Transfers in - - - - - 140,000 Transfers [out][640,000] [3,650,000] [491,500] -[4,781,500]- Net cash provided by [used in] noncapital financing activities [640,000] [3,650,000] [491,500] -[4,781,500]140,000 Net increase [decrease] in cash and cash equivalents 494,846 2,109,381 255,900 [43,252] 2,816,875 [842,632] Cash and cash equivalents, January 1 6,379,586 24,185,482 1,493,590 81,395 32,140,053 4,295,085 Prior period adjustment -[5,270]5,270 --- Cash and cash equivalents, January 1, restated 6,379,586 24,180,212 1,498,860 81,395 32,140,053 4,295,085 Cash and cash equivalents, December 31 6,874,432$26,289,593$1,754,760$38,143$ 34,956,928$3,452,453$ Business-Type Activities: Enterprise Funds CITY OF SALINA, KANSAS STATEMENT OF CASH FLOWS For the Year Ended December 31, 2019 PROPRIETARY FUNDS The notes to the basic financial statements are an integral part of this statement. 28 Total Internal Solid Waste Water and Enterprise Service Disposal Sewer Sanitation Golf Course Funds Funds Reconciliation of operating [loss] income to net cash provided by [used in] operating activities Operating income [loss] 649,305$ 7,574,860$ 1,010,341$ 18,704$ 9,253,210$ [1,130,892]$ Adjustments to reconcile operating income [loss] to net cash provided by [used in] operating activities Depreciation expense 853,537 3,333,943 174,722 48,215 4,410,417 7,699 [Increase] decrease in accounts receivable [8,836] 127,020 [3,586] - 114,598 - [Increase] decrease in inventory - 7,848 - [3,944] 3,904 [16,406] [Increase] decrease in deferred outflows 5,290 31,955 7,902 2,920 48,067 1,085 Increase [decrease] in accounts payable 2,199 108,818 3,706 [14,751] 99,972 [1,962] Increase [decrease] in retainage payable - [73,568] - - [73,568] - Increase [decrease] in accrued compensated absences [21,204] [4,797] 7,606 5,517 [12,878] [27,942] Increase [decrease] in claims payable - - - - - 181,232 Increase [decrease] in net pension liability 3,546 22,496 5,297 1,969 33,308 1,719 Increase [decrease] in net KPERS OPEB obligation [1,216] [3,042] [2,026] [811] [7,095] 4,659 Increase [decrease] in net OPEB obligation 444 2,284 686 204 3,618 - Increase [decrease] in meter deposits payable - 45,589 -- 45,589 - Increase [decrease] in deferred inflows [2,699] [18,043][3,477] [1,427] [25,646][1,824] Net cash provided by [used in] operating activities 1,547,764$ 11,155,363$1,201,171$56,596$ 13,960,894$[982,632]$ Business-Type Activities: Enterprise Funds CITY OF SALINA, KANSAS STATEMENT OF CASH FLOWS PROPRIETARY FUNDS (Continued) For the Year Ended December 31, 2019 The notes to the basic financial statements are an integral part of this statement. 29 ASSETS Cash and investments 270,096$ Total assets 270,096$ LIABILITIES AND FUND BALANCES Liabilities Accounts payable 270,096$ Total liabilities 270,096$ December 31, 2019 CITY OF SALINA, KANSAS STATEMENT OF ASSETS AND LIABILITIES AGENCY FUNDS The notes to the basic financial statements are an integral part of this statement. 30 31 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Reporting Entity The City of Salina, Kansas (the City) is a municipal corporation governed by a mayor as part of a five-member commission. These financial statements present the City and its component units, entities for which the government is considered to be financially accountable. Each discretely presented component unit is reported in a separate column in the government wide statements (see note below for descriptions) to emphasize that it is legally separated from the government. The blended component unit is reported as a governmental fund of the City (see note below for description) to emphasize that it is a part of the city. Discretely Presented Component Units City of Salina Airport Authority - The Salina Airport Authority was created for the purpose of accepting as surplus property portions of the former Schilling A.F.B that was closed by the United States Department of Defense in June 1965. One of the primary functions of the Airport Authority is to facilitate the continued growth of jobs and payroll at the Airport Industrial Center. The Airport Authority is managed and controlled by a five- member Board of Directors appointed by the Salina City Commission. Any director may be removed by a majority vote of the Salina City Commission. The Airport Authority’s basic mill levy (up to 3 mills) requires the approval of the City Commission. The Commission must also approve the issuance of general obligation debt by the Airport Authority. The Airport Authority has a December 31 fiscal year end. Housing Authority of the City of Salina - The purpose of the Housing Authority of the City of Salina (Housing Authority) is to administer Public Housing Programs authorized by the United States Housing Act of 1937. The Mayor of the City of Salina appoints the governing board. The City Commission may remove commissioners of the Housing Authority. The City must issue revenue bonds for the Housing Authority. The financial liability of the Housing Authority is essentially supported by the operating and debt service subsidies received under contract from the Federal government. The Housing Authority has a June 30 fiscal year end. Information in the accompanying financial statements covers the fiscal year ended June 30, 2019. Blended Component Unit Salina Field House Qualified Active Low-Income Community Business, Inc. (SFH QalicB) - SFH QalicB was created to function as a qualified low-income community business, as defined in Section 45D(d)(2) of the Internal Revenue Code of 1986 for the purpose of providing an indoor sports facility in the downtown corridor of the City of Salina. The purpose of the facility is to cater to local residents as well as host regional sports tournaments with the anticipation of becoming a regional destination for youth athletics. This mix of participation is expected to provide the most consistent visitation and tourism for the downtown district. The SFH QalicB is managed and controlled by a five-member Board of Directors appointed by the Salina City Commission. The field house is staffed by City of Salina employees. SFH QalicB has a December 31 fiscal year end. SFH QalicB is a not-for-profit organization exempt from income tax under Section 50l(c)(3) of the Internal Revenue Code and is exempt from similar state and local taxes. Complete financial statements for each of the individual component units may be obtained at the entity’s administrative offices. Salina Airport Authority Housing Authority of Salina Field House 3237 Arnold Ave. the City of Salina QALICB, Inc. Salina, KS 469 S. 5th 300 W. Ast St. Salina, KS Salina, KS Joint Ventures The City of Salina also participates with Saline County in one joint venture. The City and County organized the Salina County-City Building Authority to acquire, operate and maintain facilities for the administrative offices of both governments. The primary governments each have an ongoing financial responsibility for the joint venture. Separate financial statements are available from the governing board of the joint venture. 32 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) A. Reporting Entity (Continued) Joint Ventures (Continued) (Kansas Regulatory Basis) Building Authority (Audited) Total unencumbered cash, December 31, 2019 1,596,458$ Total change in unencumbered cash, year ended December 31, 2019 301,873 Total cash receipts, year ended December 31, 2019 1,533,357 Total cash receipts from City of Salina 480,585 Complete financial statements for the joint venture may be obtained at the entity’s administrative office. Salina County-City Building Authority 300 West Ash Street Salina, KS B. Government-wide and fund financial statements The statement of net position and the statement of activities report information on all of the nonfiduciary activities of the primary government and its component units. For the most part, the effect of interfund activity has been removed from these statements. Exceptions to this general rule are charges between the City’s governmental and business-type activities. Elimination of these charges would distort the direct costs and program revenues reported for the various functions concerned. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business-type activities, which rely to a significant extent on fees and charges for support. Likewise, the primary government is reported separately from certain legally separate component units for which the primary government is financially accountable. The statement of activities demonstrates the degree to which the direct expenses of a given function are offset by program revenues. Direct expenses are those that are specifically associated with a service, program or department and therefore clearly identifiable to a particular function. Program revenues include charges paid by the recipient of the goods or services offered by the program and grants and contributions that are restricted to meeting the operational requirements of a particular program. Taxes and other items, which are not classified as program revenues,are presented as general revenues of the city. Separate financial statements are provided for governmental funds, proprietary funds and fiduciary funds, even though the latter are excluded from the government-wide financial statements. Major individual funds are reported as separate columns in the fund financial statements. Nonmajor funds are aggregated and presented in a single column in the fund financial statements. C.Measurement Focus, Basis of Accounting and Basis of Presentation The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting, as are the proprietary fund. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes are recognized as revenues in the year for which they are levied. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. 33 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) C. Measurement Focus, Basis of Accounting and Basis of Presentation (Continued) Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the City considers revenues to be available if they are collected within 60 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures, as well as expenditures related to certain compensated absences and claims and judgments are recognized when the obligations are expected to be liquidated with expendable available financial resources. Property taxes and interest associated with the current fiscal period are all considered to be susceptible to accrual and so have been recognized as revenues of the current fiscal period. Entitlements and shared revenues are recorded at the time of receipt or earlier if the susceptible to accrual criteria are met. Expenditure- driven grants are recognized as revenue when the qualifying expenditures have been incurred and all other grant requirements have been met. Proprietary fund type operating statements present increases (revenues) and decreases (expenses) in net position. Proprietary funds distinguish operating revenues and expenses from nonoperating items. Operating revenues and expenses generally result from providing goods and services in connection with a proprietary fund’s ongoing operations. The principal operating revenues of the City’s proprietary funds are charges to customers for sales and services. Operating expenses for enterprise funds and internal service funds include the cost of sales and services, administrative expenses, and depreciation on capital assets. All revenue and expenses not meeting this definition are reported as nonoperating revenues and expenses. The internal service funds account for risk management, worker’s compensation, health insurance, central garage and information services that are provided to other departments or agencies of the government, or to other governments, on a cost-reimbursement basis. Agency funds are custodial in nature and do not measure results of operations or have a measurement focus. Agency funds do however use the accrual basis of accounting. Agency funds are used to account for assets held as an agent for individuals, other governmental units, private organizations and/or other funds. The City reports the following major governmental funds: General Fund -To account for resources traditionally associated with government, which are not required legally,or by sound financial management to be accounted for in another fund. Tourism and Convention Fund - To account for transient guest tax revenues, which are specifically restricted to promotion and tourism activities. Special Gas Fund - To account for the City's share of motor fuel tax revenues, which are legally restricted to the maintenance,or improvement of streets within the City. Sales Tax Capital Fund - To account for 58% of the 1.25 cent sales tax designated for capital, debt, and human services purposes. Schilling Capital Improvement Fund - To account for the funding provided by U.S. Government and Public Entities and the remedial investigation, feasibility study and expenditures necessary to abate groundwater contamination beneath the property formerly identified as Schilling Air Force Base. 34 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) C. Measurement Focus, Basis of Accounting and Basis of Presentation (Continued) Debt Service Fund - To account for the accumulation of resources and payment of general obligation bond principal and interest from governmental resources and special assessment bond principal and interest from special assessment levies when the City is obligated in some manner for the payment. Capital Projects Fund - To account for the acquisition and construction of major capital facilities other than those financed by proprietary funds and trust funds. SFH QalicB Fund - To account for the activities of Salina Field House Qualified Active Low-Income Community Business, Inc. as a component unit blended into the financial statements. The City reports the following major proprietary funds: Sanitation Fund - To account for the operations of the City's refuse collection service. Solid Waste Disposal Fund - To account for the activities of the City's landfill. Golf Course Fund - To account for the operations of the municipal golf course. Water and Sewer Fund - To account for the activities of the City's water and sewer operations. D. Assets, Liabilities, Fund Balance, and Net Position 1.Pooled cash and investments The City maintains a cash and investment pool that is available for use by all funds managed by the city. Each fund type’s portion of this pool is displayed in the financial statements as “Cash and Investments.” The city’s cash and cash equivalents are considered to be cash on hand, demand deposits and short-term investments with original maturities of three months or less from the date of acquisition. Investments in the Kansas Municipal Pool are carried at fair value. Cash balances from all funds are invested to the extent available in certificates of deposit and other authorized investments. Investments with maturity dates greater than three months are stated separately. Earnings from these investments, unless specifically designated, are allocated monthly to the investing fund based on the percentage of funds invested to total investments. All investments are carried at fair value. 2.Receivables and Payables Transactions between funds that are representative of lending/borrowing arrangements outstanding at the end of the year are referred to as either “interfund receivables/payables” (i.e., the current portion of interfund loans) or “advances to/from other funds” (i.e., the non-current portion of interfund loans). All other outstanding balances between funds are reported as “due to/from other funds.” Accounts Receivable. The City records revenues when services are provided. All receivables are shown net of an allowance for doubtful accounts. Property taxes receivable. Collection of current year property tax by the County Treasurer is not completed, apportioned or distributed to the various subdivisions until the succeeding year, such procedure being in conformity with governing state statutes. Consequently, current year property taxes receivable are not available as a resource that can be used to finance the current year operations of the City and, therefore, are not susceptible to accrual. Accruals of uncollected current year property taxes are offset by deferred revenue and are identical to the adopted budget for 2020. It is not practicable to apportion delinquent taxes held by the County Treasurer at the end of the accounting period, and further, the amounts thereof are not material in relationship to the financial statements taken as a whole. 35 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) D. Assets, Liabilities, Fund Balance and Net Position (Continued) 2. Receivables and Payables (Continued) The determination of assessed valuations and the collection of property taxes for all political subdivisions in the State of Kansas are the responsibility of the various counties. The County Appraiser annually determines assessed valuations on January 1 and the County Clerk spreads the annual assessment on the tax rolls. The County Treasurer is the tax collection agent for all taxing entities within the County. In accordance with state statutes, property taxes levied during the current year are a revenue source to be used to finance the budget of the ensuing year. Property taxes are levied and liens against property are placed on November 1 of the year prior to the fiscal year for which they are budgeted. Payments are due November 1, becoming delinquent, with penalty, December 21. Payments of 50% are accepted through December 20, with the second 50% then being due on or before May 10 of the following year. This procedure eliminates the need to issue tax anticipation notes since funds will be on hand prior to the beginning of each fiscal year. The City Treasurer draws down all available funds from the County Treasurer’s office in two-month intervals. Taxes remaining due and unpaid at February 15 and July 1 are subject to collection procedures prescribed in state statutes. 3. Inventories and Prepaid Items Inventories are valued at cost using the first-in/first-out (FIFO) method. The costs of governmental fund-type inventories are recorded as expenditures when consumed. Certain payments to vendors reflect costs applicable to future accounting periods and are recorded as prepaid items. 4. Capital Assets Capital assets, which include property, plant, equipment and infrastructure assets, are reported in the applicable governmental or business-type activities columns in the government-wide financial statements. Capital assets are defined by the government as assets with an initial, individual cost of more than $5,000 and an estimated useful life in excess of two years. Such assets are recorded at historical cost or estimated historical cost if purchased or constructed. Donated capital assets are recorded at estimated fair market value at the date of donation. Capital assets used in governmental fund types of the City are recorded at cost or estimated historical cost if purchased or constructed. Donated capital assets are recorded at their estimated fair value at the date of donation. The cost of normal maintenance and repairs that do not add to the value of the assets or materially extend assets lives are not capitalized. Major outlays for capital assets and improvements are capitalized as projects are constructed. Interest incurred during the construction phase of capital assets of business-type is included in the capitalized value of the asset constructed, net of interest earned on the invested proceeds over the same period. Property, plant and equipment of the primary government, are depreciated using the straight-line method over the following estimated useful lives: Assets Years Buildings 50 Other equipment 5 -15 Vehicles 6 -10 Infrastructure 30 -50 36 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) D. Assets, Liabilities, Fund Balance, and Net Position (Continued) 5. Compensated Absences It is the City’s policy to permit employees to accumulate earned but unused vacation and sick pay benefits. All employees of the City, except temporary and part time employees, may accumulate sick leave at a rate of 8 or 11 hours per month depending on their work duty schedule. There is no limit on the amount of sick leave that can be accumulated. Employees with more than five years of service with the City are paid for one-third of their accumulated sick leave at their current wage scale upon termination of employment in good standing. In 2001, a limited buy back policy was instituted. All regular employees are entitled to paid vacation time. Such leave is granted each year of employment. Employees must use 50% of leave accrued each calendar year and an employee's maximum accrued vacation leave balance cannot exceed 250 hours (or 350 hours for employees working 24-hour shifts). Employees are paid for all accumulated vacation leave at their current wage scale upon termination of employment. Vested or accumulated vacation leave that is expected to be liquidated with expendable available financial resources is reported as an expenditure and a fund liability in the government fund financial statements that will pay it. A liability for these amounts is reported in governmental funds only if they have matured, for example, as a result of employee resignations and retirements. Vested or accumulated vacation leave of the business-type funds and government wide financial statements are recorded as an expense and liability of those funds as the benefits accrue to employees. A liability is recorded for accumulated rights to receive sick pay benefits that are payable upon termination of employment. The General Fund, Bicentennial Center Fund, Central Garage Fund, Sanitation Fund, Solid Waste Fund, Golf Course Fund, and Water and Sewer Fund have been used in prior years to liquidate the liability for compensated absences. 6. Temporary Notes Upon authorization for the issuance of general obligation bonds for certain improvements, Kansas law permits the temporary financing of such improvements by the issuance of temporary notes. Temporary notes issued may not exceed the aggregate amount of bonds authorized, are interest bearing and have a maturity date not later than four years from the date of issuance of such temporary notes. Temporary notes outstanding are retired from the proceeds of the sale of general obligation bonds. 7. Long-term Obligations In the government-wide financial statements, and proprietary fund types in the fund financial statements, long- term debt and other long-term obligations are reported as liabilities in the applicable governmental activities, business-type activities, or proprietary fund type statement of net position. Bond premiums and discounts, as well as issuance costs, are deferred and amortized over the life of the bonds using the effective interest method. Bonds payable are reported net of the applicable bond premium or discount. Bond issuance costs are reported as deferred charges and amortized over the term of the related debt. In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as issuance costs, during the current period. The face amount of debt issued is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. 37 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) D. Assets, Liabilities, Fund Balance, and Net Position (Continued) 8.Fund Balances In the fund financial statements, governmental funds report fund balance in the following classifications: nonspendable, restricted, committed, assigned and unassigned. Nonspendable fund balance includes amounts that cannot be spent because they are either not in spendable form or legally or contractually required to be maintained intact. Restricted fund balance indicates that constraints have been placed on the use of resources either by being externally imposed by creditors, grantors, contributors, or laws or regulations of other governments or imposed by law through constitutional provisions or enabling legislation. Committed fund balances include amounts that can only be used for specific purposes pursuant to constraints imposed by formal action of the city commission. Assigned fund balances include amounts that are constrained by the City management’s intent to be used for specific purposes but are neither restricted nor committed. Unassigned fund balance represents fund balance that has not been assigned to other funds and that has not been restricted, committed, or assigned to specific purposes within the General Fund. When an expenditure is incurred for purposes for which both restricted and unrestricted fund balance is available restricted amounts are considered to be spent first. When an expenditure is incurred for purposes for which committed, assigned, or unassigned fund balance is available, the following is the order in which resources will be expended: committed, assigned and unassigned. The following is the detail for fund balance classifications in the financial statements: Tourism Schilling Other Total and Special Sales Tax Capital Debt Capital SFH Governmental Governmental General Convention Gas Capital Improvement Service Projects QalicB Funds Funds Fund Balances: Nonspendable for: Inventory 211,986$ -$ -$ -$ -$-$ -$ -$ -$ 211,986$ Restricted for: Public works -- 2,120,391 - - - - -- 2,120,391 Public health and sanitation -- -- - - - - 234 234 Culture and recreation -- -- - - - - 348,866 348,866 Planning and development -451,070 -- - - -- 221,075 672,145 Debt payments -- -- -1,142,418 -- 939,595 2,082,013 Committed for: Public safety -- -- - - - - 351,372 351,372 Culture and recreation -- -- - - - - 587,642 587,642 Planning and development -- -- - - - 1,310,421 256,847 1,567,268 Cemetery -- -- - - - - 521,641 521,641 Capital improvements -- -1,666,423 1,941,623 -152,576 -1,297,513 5,058,135 Assigned for: General government 20,255 - - - - - - - - 20,255 Public safety -- -- - - - - 145,732 145,732 Public works 19,000 - - - - - - - - 19,000 Culture and recreation 1,553 - - - - - - - - 1,553 Capital improvements 233,000 - 70,587 739,452 7,723 - - - - 1,050,762 Unassigned:8,821,380 - - - - - [7,804,630] - - 1,016,750 Total Fund Balances 9,307,174$451,070$2,190,978$2,405,875$1,949,346$1,142,418$[7,652,054]$1,310,421$4,670,517$ 15,775,745$ Major Governmental Funds 38 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) D. Assets, Liabilities, Fund Balance, and Net Position (Continued) 9. Deferred Outflows/Inflows of Resources In addition to assets, the statement of financial position will sometimes report a separate section for deferred outflows of resources. This separate financial statement element, deferred outflows of resources, represents a consumption of net position that applies to a future period(s) and so will not be recognized as an outflow of resources (expense/expenditure) until then. The City reports a deferred charge on bond issuance reported in the government-wide statement of net position. A deferred charge on bond issuance results from the difference in the carrying value of the debt and its reacquisition price. This amount is deferred and amortized over the life of the debt. Additionally, changes in the pension and OPEB plan liability proportion and assumptions, net difference between projected and actual earnings on pension plan and OPEB plan investments and differences between pension and OPEB plan liability expected and actual experience are reported as deferred outflows of resources in the government activities. In addition to liabilities, the statement of financial position will sometimes report a separate section for deferred inflows of resources. This separate financial statement element, deferred inflows of resources, represents an acquisition of net position that applies to a future period(s) and so will not be recognized as an inflow of resources (revenue) until that time. Unavailable revenue – property taxes, is reported in the governmental funds balance sheet and the governmental activities in the government-wide statement of net position. Additionally, differences between expected and actual experience, changes in assumptions, and changes in the pension liability and OPEB plan proportion are reported as deferred inflows. These amounts are deferred and recognized as an inflow of resources in the period that the amounts become available. 10. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 11.Net Position Net position represents the difference between assets and liabilities. Net investment in capital assets consists of capital assets, net of accumulated depreciation, reduced by the outstanding balances of any borrowings used for the acquisition, construction or improvement of those assets. Net position is reported as restricted when there are limitations imposed on their use either through the enabling legislation adopted by the City or through external restrictions imposed by creditors, grantors or laws or regulations of other governments. Note 2. STEWARDSHIP, COMPLIANCE AND ACCOUNTABILITY A. Budgetary Information Kansas statutes require that an annual operating budget be legally adopted for the general fund, special revenue funds (unless specifically exempted by statute), debt service fund, and enterprise funds. The statutes provide for the following sequence and timetable in the adoption of the legal annual operating budget: 1. Preparation of the budget for the succeeding year on or before August 1. 2. Publication in local newspaper of the proposed budget and notice of public hearing on the budget on or before August 5. 3. Public hearing on or before August 15, but at least ten days after publication of notice of hearing. 4. Adoption of the final budget on or before August 25. 39 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 2. STEWARDSHIP, COMPLIANCE AND ACCOUNTABILITY (Continued) A. Budgetary Information (Continued) The statutes allow the governing body to increase the originally adopted budget for previously unbudgeted increases in revenue other than ad valorem property taxes. To do this, a notice of public hearing to amend the budget must be published in the local newspaper. At least ten days after publication the hearing may be held and the governing body may amend the budget at that time. The 2019 budget was amended for the Sales Tax Economic Development, Tourism and Convention, Special Alcohol and Health Insurance funds. The statutes permit management to transfer budgeted amounts between line items within an individual fund. However, such statutes prohibit expenditures in excess of the total amount of the adopted budget of expenditures of individual funds. Budget comparison statements are presented for each fund showing actual receipts and expenditures compared to legally budgeted receipts and expenditures. All legal annual operating budgets are prepared using the statutory basis of accounting, in which, revenues are recognized when cash is received, and expenditures include disbursements, accounts payable, and encumbrances. Encumbrances are commitments by the municipality for future payments and are supported by a document evidencing the commitment, such as a purchase order or contract. All unencumbered appropriations (legal budget expenditure authority) lapse at year end. A legal operating budget is not required for capital projects funds, the SFH QalicB fund, non-major debt service funds, trust funds, and the following special revenue funds: Community Development Revolving, Downtown TIF District #1, South 9th CID, State Grants, 911 Communications, Kenwood Cove Capital, Special Law Enforcement, Police Grants, Federal Grants, DARE Donations, War Memorial Maintenance, Federal CARE Grant, Police Department Federal Forfeiture, Homeowners’ Assistance, Private Grants and Animal Shelter Donations Funds. A legal operating budget is not required for the following Enterprise funds: Solid Waste Disposal, Water and Sewer, Sanitation and Golf Course Funds. A legal operating budget is also not required for the Internal Service funds. Actual to budget comparisons for these funds that present budgets to the Commissioners are shown strictly for informational purposes. Spending in funds, which are not subject to the legal annual operating budget requirements are controlled by federal regulations, other statutes, or by the use of internal spending limits established by the governing body. B. Legal Debt Margin The City is subject to the municipal finance law of the state of Kansas which limits the bonded debt (exclusive of revenue bonds and special assessment bonds) the city may have outstanding to 30 percent of the assessed value of all tangible taxable property within the city, as certified to the county clerk on the proceeding August 25.At December 31, 2019, the statutory limit for the City was $152,724,804, providing a debt margin of $85,059,351. 40 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 3. RESTATEMENT OF EQUITY During the year ended December 31, 2019, management discovered certain errors that occurred in the prior year. The effects of these items caused a restatement to net position or fund balance as follows: Sales Tax Police Water and Governmental Capital Grants Sewer Sanitation Activities Fund Fund Fund Fund Net Position/Fund Balance, 133,451,840$ 1,984,324$ [24,544]$ 82,580,128$ 1,896,641$ December 31, 2018 Prior Period Adjustment 4,322 [19,395]18,328 [5,270] 5,270 Net Position/Fund Balance, December 31, 2018, Restated 133,456,162$1,964,929$[6,216]$ 82,574,858$1,901,911$ Note 4. DETAILED NOTES ON ALL FUNDS A. Deposits and Investments The City’s cash is considered to be active funds by management and is invested according to KSA 9-1401. The statute requires that banks eligible to hold active funds have a main or branch bank in the county in which the City is located or in a county adjacent to the City and the banks provide an acceptable rate for active funds. Various City investments are considered to be idle funds by management and are invested according to KSA 12-1675. The statute requires that the City invest its idle funds in only temporary notes of the City, bank certificates of deposit, repurchase agreements, and if eligible banks do not offer an acceptable rate for the funds: U.S. Treasury bills or notes or the Municipal Investment Pool (KMIP). Maturities of the above investments may not exceed two years by statute. Some of the City’s investments are of bond proceeds invested pursuant to KSA 10-131. This statute allows additional investment authority beyond that of KSA 12-1675. Investments of bond proceeds may follow KSA 12-1675 or include other investments such as the KMIP, direct obligations of the U.S. government or any agency thereof, investment agreements with 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 investors service or Standard and Poor’s corporation, and various other investments as specified in KSA 10-131. At December 31, 2019, the City has the following investments: Investment Type Fair Value Rating Kansas Municipal Investment Pool 317,303$ S&P AAAf/S1+ Total fair value 317,303$ The municipal investment pool is under the oversight of the Pooled Money Investment Board. The board is comprised of the State Treasurer and four additional members appointed by the State Governor. The board reports annually to the Kansas legislature. State pooled monies may be invested in direct obligations of, or obligations that are insured as to principal and interest by the U.S. government or any agency thereof, with maturities up to four years. No more than 10 percent of those funds may be invested in mortgage-backed securities. In addition, the State pool may invest in repurchase agreements with Kansas banks or with primary government securities dealers. 41 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 4. DETAILED NOTES ON ALL FUNDS (Continued) A. Deposits and Investments (Continued) The City’s investment policy provides direction on concentration risk. The City policy states that funds shall be diversified to reduce the extent of losses due to having an unbalanced portfolio in terms of maturities, instrument type, and issuers. Therefore, portfolio maturities shall be staggered to avoid undue concentration of assets in a specific maturity sector. Liquidity, free of market risk, shall be assured through practices insuring that the next disbursement date and payroll date are covered through maturing investments, marketable U.S. Treasury Bills, the Municipal Investment Pool, or money market accounts. Default risk shall be minimized by requiring that all security purchases occur on a delivery vs. payment basis, and that all securities are adequately collateralized. Risk of market price volatility shall be controlled through the adoption of a "buy and hold" strategy whereby the City holds each investment to maturity, coupled with maintenance of an adequate liquidity position to insure the ability to meet normal anticipated cash flow needs. When advantageous, it is allowable to sell investments to realize a gain due to price fluctuations; however, such transactions shall not be a part of the normal course of business. The City recognizes that investment risks can result from issuer defaults, market price changes or various technical complications leading to temporary illiquidity. Portfolio diversification is employed as a way to control risk due to issuer default. In the event of a default by a specific issuer, the Director of Finance and Administration shall review, and, if appropriate, proceed to liquidate securities having comparable credit risks. Custodial credit risk is the risk that in the event of a bank failure, the City’s deposits may not be returned to it. The City’s deposit policy for custodial credit risk require that the depository banks will maintain 100% security in the form of FDIC coverage and pledged collateral according to KSA 9-1402. As of December 31, 2019 the City’s deposits were considered fully secured. Restricted cash is comprised of a construction account, an interest reserve account (the "Interest Reserve"), and an expense reserve account (the "Operating Reserve") related to the SFH QalicB blended component unit. The Interest Reserve and the Operating Reserve accounts are available as part of the loans payable financing (see Note 4E). As of December 31, 2019, the balance of the construction account, Interest Reserve, and Operating Reserve was $495,071, $286,100, and $126,516, respectively. 42 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 4. DETAILED NOTES ON ALL FUNDS (Continued) B. Receivables Receivables as of year-end, including the applicable allowances for doubtful accounts, are as follows: Tourism and Special Debt SFH Other General Convention Gas Service QalicB Governmental Subtotal Primary Government Receivables: Accounts 7,109,224$ 450,217$ -$ -$864,660$ 3,216$ 8,427,317$ Taxes 10,430,287 - 327,922 3,105,131 --13,863,340 Interest 9,517 -----9,517 Gross receivables 17,549,028 450,217 327,922 3,105,131 864,660 3,216 22,300,174 Less: allowance for uncollectibles [5,480,609] ----[1,204] [5,481,813] Total 12,068,419$ 450,217$ 327,922$ 3,105,131$ 864,660$ 2,012$ 16,818,361$ Solid Water Waste and Disposal Sewer Sanitation Total Primary Government Receivables: Accounts 198,322$ 2,861,380$ 466,648$ 11,953,667$ Taxes ---13,863,340 Interest 16 --9,533 Gross receivables 198,338 2,861,380 466,648 25,826,540 Less: allowance for uncollectibles -[1,283,198][209,270] [6,974,281] Total 198,338$ 1,578,182$ 257,378$ 18,852,259$ Component Units Salina Airport Authority Accounts 99,749$ Grants 750,000 Less: allowance for uncollectibles [1,500] Total Salina Airport Authority 848,249 Salina Housing Authority Accounts 12,347 Less: allowance for uncollectibles [986] Interest 798 Total Salina Housing Authority 12,159 Total 860,408$ C. Interfund Receivables and Payables The composition of interfund balances as of December 31, 2019, is as follows: Fund Types Due From Due To Capital Project Fund 349,515$ -$ SFH QalicB Fund -349,515 349,515$ 349,515$ The City uses interfund receivables and payables between the General Fund and Other Governmental Funds as needed when pooled cash is negative within a fund until investments mature or grant proceeds are received. All payables are cleared in less than one year. 43 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 4. DETAILED NOTES ON ALL FUNDS (Continued) D. Capital Assets Capital asset activity for the year ended December 31, 2019, was as follows: Balance Adj. Bal.Balance 12/31/2018 Adjustments 12/31/2018 Additions Retirements 12/31/2019 City governmental activities: Governmental activities: Capital assets, not being depreciated Construction in progress 32,217,207$ -$32,217,207$ 17,029,601$ 4,019,079$ 45,227,729$ Land 24,093,535 -24,093,535 130,000 -24,223,535 Leased land under capital lease 422,799 -422,799 --422,799 Capital assets, being depreciated Infrastructure 204,630,178 -204,630,178 3,878,632 -208,508,810 Buildings and improvements 53,014,858 -53,014,858 144,088 -53,158,946 Vehicles 10,191,330 -10,191,330 575,032 542,068 10,224,294 Equipment, furniture and fixtures 7,118,105 5,389 7,123,494 216,528 60,746 7,279,276 Leasehold improvements 326,193 -326,193 31,190 -357,383 Total capital assets 332,014,205 5,389 332,019,594 22,005,071 4,621,893 349,402,772 Less accumulated depreciation for: Infrastructure 88,265,257 -88,265,257 3,979,608 -92,244,865 Buildings and improvements 21,255,995 -21,255,995 1,346,879 -22,602,874 Vehicles 7,233,567 -7,233,567 670,702 533,878 7,370,391 Equipment, furniture and fixtures 4,743,932 -4,743,932 243,613 60,746 4,926,799 Total accumulated depreciation 121,498,751 -121,498,751 6,240,802 594,624 127,144,929 Governmental activities capital assets, net 210,515,454$ 5,389$ 210,520,843$ 15,764,269$ 4,027,269$ 222,257,843$ Business-type activities: Capital assets, not being depreciated Construction in progress 4,171,178$ -$4,171,178$ 14,352,812$ 10,997,022$ 7,526,968$ Land 2,059,834 -2,059,834 326,500 -2,386,334 Capital assets, being depreciated Infrastructure 119,170,313 -119,170,313 10,997,022 -130,167,335 Buildings and improvements 22,579,936 -22,579,936 --22,579,936 Vehicles 3,819,646 -3,819,646 310,539 267,147 3,863,038 Equipment, furniture and fixtures 5,570,277 13,164 5,583,441 306,011 137,849 5,751,603 Total capital assets 157,371,184 13,164 157,384,348 26,292,884 11,402,018 172,275,214 Less accumulated depreciation for: Infrastructure 46,858,117 -46,858,117 3,485,597 -50,343,714 Buildings and improvements 13,639,506 -13,639,506 421,287 -14,060,793 Vehicles 2,611,814 -2,611,814 230,626 267,146 2,575,294 Equipment, furniture and fixtures 4,081,039 -4,081,039 272,905 137,849 4,216,095 Total accumulated depreciation 67,190,476 -67,190,476 4,410,415 404,995 71,195,896 Business-type activities capital assets, net 90,180,708$ 13,164$ 90,193,872$ 21,882,469$ 10,997,023$ 101,079,318$ 44 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 4. DETAILED NOTES ON ALL FUNDS (Continued) D.Capital Assets (Continued) The City’s depreciation expense was charged to governmental functions as follows: Governmental Activities: General government 74,670$ Public safety 656,346 Public works 4,334,423 Public health 31,110 Culture and recreation 810,779 Planning and development 333,474 Total depreciation 6,240,802$ Business-type Activities: Solid Waste Disposal 853,537$ Water and Sewer 3,333,941 Sanitation 174,722 Golf Course Division 48,215 Total depreciation 4,410,415$ E. Long-Term Debt Following is a summary of changes in long-term debt for fiscal year 2019: Restated Balance Balance Amounts January 1, December 31, Due Within 2019 Additions Deletions 2019 One Year Governmental activities: General obligation bonds 51,968,310$ 11,532,878$ 5,877,280$ 57,623,908$ 4,474,480$ Loans payable 12,185,053 13,963 -12,199,016 - OPEB liability 3,093,240 333,365 304,958 3,121,647 - KPERS OPEB liability 382,848 52,116 85,552 349,412 - Net pension liability 27,918,983 1,049,823 -28,968,806 - Accrued compensation 2,815,485 2,001,057 2,030,465 2,786,077 2,030,465 Temporary notes 18,123,505 11,170,000 18,123,505 11,170,000 11,170,000 Total 116,487,424$ 26,153,202$ 26,421,760$ 116,218,866$ 17,674,945$ Business-type activities: General obligation bonds 5,282,578$ -$1,166,063$ 4,116,515$ 688,388$ Revenue bonds 11,898,051 11,122,175 11,898,051 11,122,175 715,000 Loans payable 10,632,351 12,434,834 527,499 22,539,686 539,863 OPEB liability 394,062 42,469 38,851 397,680 - KPERS OPEB liability 164,078 23,414 30,509 156,983 - Net pension liability 3,114,818 33,308 -3,148,126 - Accrued compensation 669,517 465,674 478,552 656,639 478,552 Total 32,155,455$ 24,121,874$ 14,139,525$ 42,137,804$ 2,421,803$ Component Units: General obligation bonds 21,427,000$ 6,380,000$ 5,382,000$ 22,425,000$ 1,425,000$ Less unamortized discount [64,208]-[46,505][17,703]- Special assessment debt 7,054 -2,249 4,805 2,350 KPERS OPEB obligation 11,126 2,212 - 13,338 - Net pension liability 605,630 27,226 -632,856 - Total component units 21,986,602$ 6,409,438$ 5,337,744$ 23,058,296$ 1,427,350$ 45 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 4. DETAILED NOTES ON ALL FUNDS (Continued) E. Long-Term Debt (Continued) The following is a detailed listing of the City’s long-term debt including general obligation bonds, revenue bonds, temporary notes and loans payable: Primary Government Original Interest Bonds General Obligation Bonds Issue Rates Outstanding Internal Improvements 2008B, due 7/1/2028 3,525,000$ 3.65% to 5.00% 850,000$ Internal Improvements 2009A, due 10/1/2029 23,695,000 2.00% to 5.00% 663,468 Internal Improvements 2010A, due 10/1/2025 6,916,592 2.00% to 3.875% 332,772 Internal Improvements 2010B, due 10/1/2023 7,973,044 0.50% to 3.00% 1,204,781 Internal Improvements 2011A, due 10/1/2031 6,587,985 2.00% to 5.00% 742,300 Internal Improvements 2012A, due 10/1/2027 2,383,903 1.00% to 2.45% 1,350,082 Refunding 2012B, due 10/1/2020 3,817,108 1.00% to 1.40% 184,014 Internal Improvements 2013A, due 10/1/28 1,369,380 3.00% to 4.00% 910,630 Internal Improvements 2013B, due 10/1/33 4,485,073 0.60% to 3.65% 3,028,550 Internal Improvements 2014A, due 10/1/34 7,839,050 2.50% to 3.75% 4,801,789 Improvement and Refunding 2015A, due 10/1/35 7,157,688 2.00% to 4.00% 5,781,152 Internal Improvements 2016A, due 10/1/36 6,681,766 2.00% to 3.00% 5,880,002 Refunding 2016B, due 10/1/2031 15,141,004 2.00% to 5.00% 13,622,290 Internal Improvements 2017A, due 10/1/37 9,388,370 3.00% to 3.375% 8,815,534 Internal Improvements 2018A, due 10/1/33 2,090,000 3.15% to 4.00% 2,040,180 Internal Improvements 2019A, due 10/1/39 11,090,000 3.00% to 4.00% 11,532,878 Total general obligation bonds 61,740,422$ Revenue Bonds Revenue & Refunding 2019, due 10/1/31 11,122,175$ 3.00% 11,122,175$ Total revenue bonds 11,122,175$ Temporary Notes Series 2019-1, due 5/1/20 6,085,000$ 1.58% 6,085,000$ Series 2019-2, due 7/1/20 5,085,000 2.07% 5,085,000 Total temporary notes 11,170,000$ Loans Payable Kansas Public Water Supply, due 8/1/34 9,330,000$ 2.12% 6,411,458$ Kansas Public Water Supply, due 8/1/35 4,250,000 2.78% 3,693,394 Kansas Public Water Supply, due 2/1/40 32,000,000 2.33% 10,396,098 Kansas Public Water Supply, due 2/1/40 4,250,000 2.33% 1,933,592 Kansas Water Pollution Control, due 3/1/35 2,250,000 2.54% 105,145 Dakotas & CNMC Notes, due 12/10/50 12,640,000 1.58% 12,199,016 Total loans payable 34,738,703$ 46 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 4. DETAILED NOTES ON ALL FUNDS (Continued) E.Long-Term Debt (Continued) Original Interest Bonds Issue Rates Outstanding Component Unit Salina Airport Authority General Obligation Debt General Obligation 2015A, due 2025 3,075,000$ 2.67% 1,180,000$ General Obligation 2017A, due 2030 10,255,000 3.04% 10,080,000 General Obligation 2017B, due 2025 4,835,000 3.02% 4,785,000 General Obligation 2019A, due 2029 675,000 2.78% 675,000 General Obligation 2019B, due 2023 3,455,000 2.92% 3,455,000 General Obligation Temporary Notes 2019-1, due 2021 2,250,000 2.50% 2,250,000 Less unamortized bond premium 28,069 Less unamortized bond discount [45,772] Total general obligation bonds 22,407,297 Special Assessment Debt Hangar 600 Sanitary Sewer, due 2021 27,599 4.47%4,805 Total special assessment debt 4,805 Total 22,412,102$ Annual debt service requirements to maturity for general obligation bonds to be paid with tax levies: Bonds Interest Year Outstanding Due Total 2020 5,162,867$ 1,997,278$ 7,160,145$ 2021 5,057,615 1,692,386 6,750,001 2022 5,156,464 1,522,892 6,679,356 2023 5,016,465 1,330,541 6,347,006 2024 4,642,769 1,141,818 5,784,587 2025-2029 18,285,702 4,074,605 22,360,307 2030-2034 12,178,959 1,985,377 14,164,336 2035-2037 6,239,581 468,338 6,707,919 Total 61,740,422$ 14,213,235$ 75,953,657$ General Obligation - Primary Government 47 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 4. DETAILED NOTES ON ALL FUNDS (Continued) E.Long-Term Debt (Continued) Bonds Interest Year Outstanding Due Total 2020 1,425,000$ 662,126$ 2,087,126$ 2021 3,730,000 605,838 4,335,838 2022 1,525,000 508,668 2,033,668 2023 1,565,000 467,940 2,032,940 2024 1,615,000 424,235 2,039,235 2025 - 2029 8,805,000 1,410,175 10,215,175 2030 - 2031 3,760,000 174,475 3,934,475 Total 22,425,000$ 4,253,457$ 26,678,457$ General Obligation - Component Units Annual debt service requirements to maturity for revenue bonds to be paid with utility revenues: Bonds Interest Year Outstanding Due Total 2020 781,015$ 327,117$ 1,108,132$ 2021 816,015 288,450 1,104,465 2022 841,015 265,950 1,106,965 2023 861,015 242,700 1,103,715 2024 886,015 218,850 1,104,865 2025-2029 4,820,072 710,100 5,530,172 2030-2031 2,117,028 89,700 2,206,728 Total 11,122,175$ 2,142,867$ 13,265,042$ Revenue Bonds - Primary Government Annual debt service requirements to maturity for temporary notes - to be paid through the issuance of general obligation bonds: Notes Interest Year Outstanding Due Total 2020 11,170,000$ 172,417$ 11,342,417$ Total 11,170,000$ 172,417$ 11,342,417$ Temporary Notes - Primary Government 48 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 4. DETAILED NOTES ON ALL FUNDS (Continued) E. Long-Term Debt (Continued) Kansas Public Water Supply Loans.The City has engaged in a loan with the Kansas Public Water Supply Fund. The following displays annual debt service requirements to maturity for the loan payable to be paid from service revenues, for the full proceeds amount: Loans Interest Year Outstanding Due Total 2020 539,863$ 235,471$ 775,334 2021 552,523 222,811 775,334 2022 565,483 209,851 775,334 2023 578,754 196,580 775,334 2024 592,341 182,993 775,334 2025-2029 3,177,162 699,508 3,876,670 2030-2034 3,569,051 307,625 3,876,676 2035 529,675 18,533 548,208 Total 10,104,852$ 2,073,372$ 12,178,224$ Kansas Water Supply Loans - Primary Government During 2019, the City entered into additional loans with the Kansas Public Water Supply Fund and the Kansas Water Pollution Control Fund. The water supply loans allow the City to borrow up to $36,170,000 with a gross interest rate of 2.33%. The water pollution control loan allows the City to borrow up to $2,250,000 with a gross interest rate of 2.54%. Amortization schedules for the loans are not yet available since the loans have not been fully finalized. The purpose of the loans are to finance various water and sewer infrastructure projects throughout the City. Dakotas and CNMC Notes. Dakotas Note A -On July 27, 2016, a $6,016,500 promissory note with a maturity date of December 10, 2050 was provided to SFH QalicB by Dakotas XXII, LLC. Interest accrues on the unpaid principal balance at an interest rate of 1.582625% with annual interest only payments, partially in arrears and partially in advance, commencing on December 10, 2016 and continuing on the tenth day of each December thereafter through December 10, 2025. On July 27, 2023, payment of all accrued and unpaid interest through July 27, 2023 is due. Commencing on December 10, 2023 and continuing on the tenth day of each December thereafter through December 10, 2026, accrued and unpaid interest shall be due and payable annually, partially in arrears and partially in advance for interest accruing through the end of each calendar year. Commencing on December 10, 2026 and continuing through the maturity date, annual payments of principal and interest in an amount equal to $293,276 are due. At maturity, the entire outstanding principal balance plus all accrued and unpaid interest thereon is due and payable in full. The loan may not be prepaid prior to July 27, 2023 and is secured by the Loan and Security Agreement. As of December 31, 2019, the note balance was $6,016,500. Dakotas Note B - On July 27, 2016, a $2,623,500 promissory note with a maturity date of December 10, 2050 was provided to the SFH QalicB by Dakotas XXII, LLC. Interest accrues on the unpaid principal balance at an interest rate of 1.582625% with annual interest only payments, partially in arrears and partially in advance, commencing on December 10, 2016 and continuing on the tenth day of each December thereafter through December 10, 2025. On July 27, 2023, payment of all accrued and unpaid interest through July 27, 2023 is due. Commencing on December 10, 2023 and continuing on the tenth day of each December thereafter through December 10, 2025, accrued and unpaid interest shall be due and payable annually, partially in arrears and partially in advance for interest accruing through the end of each calendar year. Commencing on December 10, 2026 and continuing through the maturity date, annual payments of principal and interest in an amount equal to $127,883 are due. At maturity, the entire outstanding principal balance plus all accrued and unpaid interest thereon is due and payable in full. The loan may not be prepaid prior to July 27, 2023 and is secured by the Loan and Security Agreement. As of December 31, 2019, the note balance was $2,623,500. 49 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 4. DETAILED NOTES ON ALL FUNDS (Continued) E. Long-Term Debt (Continued) CNMC Note A - On July 27, 2016, a $2,674,000 promissory note with a maturity date of December 10, 2050 was provided to the SFH QalicB by CNMC Sub-COE 114, LLC. Interest accrues on the unpaid principal balance at an interest rate of 1.582625% with annual interest only payments, partially in arrears and partially in advance, commencing on December 10, 2016 and continuing on the tenth day of each December thereafter through December 10, 2025. On July 27, 2023, payment of all accrued and unpaid interest through July 27, 2023 is due. Commencing on December 10, 2023 and continuing on the tenth day of each December thereafter through December 10, 2025, accrued and unpaid interest shall be due and payable annually, partially in arrears and partially in advance for interest accruing through the end of each calendar year. Commencing on December 10, 2026 and continuing through the maturity date, annual payments of principal and interest in an amount equal to $130,345 are due. At maturity, the entire outstanding principal balance plus all accrued and unpaid interest thereon is due and payable in full. The loan may not be prepaid prior to July 27, 2023 and is secured by the Loan and Security Agreement. As of December 31, 2019, the note balance was $2,674,000. CNMC Note B - On July 27, 2016, a $1,326,000 promissory note with a maturity date of December 10, 2050 was provided to the SFH QalicB by CNMC Sub-COE 114, LLC. Interest accrues on the unpaid principal balance at an interest rate of 1.582625% with annual interest only payments, partially in arrears and partially in advance, commencing on December 10, 2016 and continuing on the tenth day of each December thereafter through December 10, 2025. On July 27, 2023, payment of all accrued and unpaid interest through July 27, 2023 is due. Commencing on December 10, 2023 and continuing on the tenth day of each December thereafter through December 10, 2025, accrued and unpaid interest shall be due and payable annually, partially in arrears and partially in advance for interest accruing through the end of each calendar year. Commencing on December 10, 2026 and continuing through the maturity date, annual payments of principal and interest in an amount equal to $64,636 are due. At maturity, the entire outstanding principal balance plus all accrued and unpaid interest thereon is due and payable in full. The loan may not be prepaid prior to July 27, 2023 and is secured by the Loan and Security Agreement. As of December 31, 2019, the note balance was $1,326,000. As of December 31, 2019, the principal balance of these four loans, net of $440,984 of unamortized debt issuance costs, was $12,199,016. Annual debt service requirement to maturity for Special Assessment Debt to be paid from rental revenue: Assessment Interest Year Outstanding Due Total 2020 2,350$ 215$2,565$ 2021 2,455 110 2,565 Total 4,805$ 325$5,130$ Special Assessment Debt - Component Units 50 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 4. DETAILED NOTES ON ALL FUNDS (Continued) E. Long-Term Debt (Continued) Special assessments. As provided by Kansas statutes, projects financed in part by special assessments are financed through general obligation bonds of the City and are retired from the debt service fund. Special assessments paid prior to the issuance of bonds are recorded as revenue in the appropriate project. Special assessments received after the issuance of bonds are recorded as revenue in the debt service fund. The special assessments are not recorded as revenue when levied against the respective property owners as such amounts are not available to finance current year operations. The special assessment debt is a contingent obligation of the City to the extent of property owner defaults, which have historically been immaterial. Premises lease.On July 27, 2016, SFH QalicB entered into a lease agreement with the City for the use of the Salina Field House, as defined in the Net Lease agreement (the "Property"), under a direct financing lease. The lease term is 30 years, as defined in the Net Lease agreement. Beginning on July 1, 2017 and on the first day of each December thereafter through December 1, 2046, annual payments are due, in advance, as specified in the Net Lease agreement. For the year ended December 31, 2019, SFH QalicB earned $492,917 of rental income under the terms of the Net Lease. As of December 31, 2019, rental income of $87,368 remained receivable from the City. The following is a schedule, by year, of total minimum lease payments by the City to SFH QalicB under the direct financing lease as of December 31, 2019: 2020 130,000$ 2021 130,000 2022 130,000 2023 162,500 2024 227,500 2025-2029 2,827,500 2030-2034 3,250,000 2035-2039 3,250,000 2040-2044 3,250,000 2045-2046 975,000 14,332,500$ Ground Lease.On October 24, 2018, SFH QalicB entered into a lease agreement with Salina Regional Medical Education, LLC for the use of property for parking of passenger vehicles and non-commercial trucks (the Parking Lot) by the public. SFH QalicB will have the option to acquire the Parking Lot for $1 upon the end of the lease term, which is 100 years, as defined in the Ground Lease. A one-time basic rent payment of $250,000 was due on the commencement date. There are no additional minimum lease payments due. Sales tax and Revenue (STAR) Bonds.STAR Bonds are authorized to be issued pursuant to K.S.A. 12-17, 160, et seq., as amended (the STAR Bond Act). The STAR Bond Act provides a form of tax increment financing that enables the issuance of bonds payable from certain State and local sales and compensating use tax revenues and transient guest tax revenues generated from STAR bond projects constructed within a STAR bond project district. To implement STAR bond financing, a local government must adopt a resolution that specifies a proposed STAR bond project district’s boundary and describes the overall district plan, hold a public hearing on the district and plan, and pass a resolution that establishes the STAR bond project district. Additionally, there may be one or more projects within a STAR bond district. In accordance with the STAR Bond Act, the City has no liability for payment of bonds in the event that revenues received from sources noted above are inadequate to pay the debt incurred with the issuance of the STAR bonds. 51 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 4. DETAILED NOTES ON ALL FUNDS (Continued) E. Long-Term Debt (Continued) In connection with the issuance of STAR bonds, the City of Salina and the State of Kansas enter into a Tax Distribution Agreement. The agreement provides that the principal of, accreted value, and interest on the STAR bonds will be paid proportionally by the City of Salina and the State of Kansas, based on each entity’s respective share of sales taxes generated within the district. These proportional shares may change in the future if the sales taxes assessed by the local or state governments are modified. On June 1, 2015, the City of Salina Commission adopted Ordinance 15-10776 establishing the district known as the Salina STAR Bond Project District. On August 22, 2016, the City held a public hearing and approved Ordinance 16-10856 adopting the STAR Bond Project Plan. On December 1, 2018, the City of Salina issued $18,250,000 in Senior Special Obligation Revenue Bonds (Series 2018-A) and $4,320,000 in Subordinate Special Obligation Revenue Bonds (Series 2018-B). As of December 31, 2019, the outstanding balances for the 2018-A and 2018-B were $18,250,000 and $4,320,000, respectively. F. Operating Leases On December 20, 2012, the City and Saline County jointly entered into a non-cancelable lease to finance a $2,750,000 heating, ventilation and air conditioning (HVAC) upgrade at the Saline County-City Building Authority. The City’s share of the lease agreement is 40% and will pay the lessor $1,100,000, plus interest, through monthly payments of $7,827 over a term of 180 months. The total cost for this lease was $93,926 for the year ended December 31, 2019. The future minimum lease payments for the lease are as follows: Year Amount 2020 93,926$ 2021 93,926 2022 93,926 2023 93,926 2024 93,926 2025-2027 281,779 Total principal and interest 751,409 Less: interest [95,149] Total principal 656,260$ G. Interfund Transfers A reconciliation of interfund transfers follows: Transfer In Transfer Out Major Funds: General 6,449,500$ 897,748$ Tourism and Convention -848,873 Special Gas 160,000 - Sales Tax Capital -3,326,350 Debt Service 1,632,958 Other governmental funds 1,472,013 - Solid Waste Disposal -640,000 Water and Sewer -3,650,000 Sanitation -491,500 Central Garage 140,000 - Total transfers 9,854,471$ 9,854,471$ The City uses interfund transfers to share administrative costs between funds. 52 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION A. Defined Benefit Pension Plan Description of Pension Plan. The City participates in a cost-sharing multiple-employer pension plan (Pension Plan), as defined in Governmental Accounting Standards Board Statement No. 67, Financial Reporting for Pension Plans. The Pension Plan is administered by the Kansas Public Employees Retirement System (KPERS), a body corporate and an instrumentality of the State of Kansas. KPERS provides benefit provisions to the following statewide pension groups under one plan, as provided by K.S.A. 74, article 49: Public employees, which includes: o State/School employees o Local employees Police and Firemen Judges Substantially all public employees in Kansas are covered by the Pension Plan. Participation by local political subdivisions is optional, but irrevocable once elected. Those employees participating in the Pension Plan for the City are included in the Local employees group and the Kansas Police and Firemen group. KPERS issues a stand-alone comprehensive annual financial report, which is available on the KPERS website at www.kpers.org. Benefits. Benefits are established by statute and may only be changed by the State Legislature. Members (except Police and Firemen) with ten or more years of credited service, may retire as early as age 55 (Police and Firemen may be age 50 with 20 years of credited service), with an actuarially reduced monthly benefit. Normal retirement is at age 65, age 62 with ten years of credited service, or whenever a member’s combined age and years of service equal 85. Police and Firemen normal retirement ages are age 60 with 15 years of credited service, age 55 with 20 years, age 50 with 25 years, or any age with 36 years of service. Monthly retirement benefits are based on a statutory formula that includes final average salary and years of service. When ending employment, members may withdraw their contributions from their individual accounts, including interest. Members who withdraw their accumulated contributions lose all rights and privileges of membership. For all pension coverage groups, the accumulated contributions and interest are deposited into and disbursed from the membership accumulated reserve fund as established by K.S.A. 74- 4922. Members choose one of seven payment options for their monthly retirement benefits. At retirement a member may receive a lump-sum payment of up to 50% of the actuarial present value of the member’s lifetime benefit. His or her monthly retirement benefit is then permanently reduced based on the amount of the lump sum. Benefit increases, including ad hoc post-retirement benefit increases, must be passed into law by the Kansas Legislature. Benefit increases are under the authority of the Legislature and the Governor of the State of Kansas. The 2012 Legislature made changes affecting new hires, current members and employers. A new KPERS 3 cash balance retirement plan for new hires starting January 1, 2015, was created. Normal retirement age for KPERS 3 is 65 with five years of service or 60 with 30 years of service. Early retirement is available at age 55 with ten years of service, with a reduced benefit. Monthly benefit options are an annuity benefit based on the account balance at retirement. 53 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) A. Defined Benefit Pension Plan (Continued) For all pension coverage groups, the retirement benefits are disbursed from the retirement benefit payment reserve fund as established by K.S.A. 74-4922. Contributions. Member contributions are established by state law and are paid by the employee according to the provisions of Section 414(h) of the Internal Revenue Code. State law provides that the employer contribution rates are determined based on the results of an annual actuarial valuation. The contributions and assets of all groups are deposited in the Kansas Public Employees Retirement Fund established by K.S.A. 74-4921. All of the retirement systems are funded on an actuarial reserve basis. For fiscal years beginning in 1995, Kansas legislation established statutory limits on increases in contribution rates for KPERS employers. Annual increases in the employer contribution rates related to subsequent benefit enhancements are not subject to these limitations. The statutory cap increase over the prior year contribution rate is 1.2% of total payroll for the fiscal year ended June 30, 2019. The actuarially determined employer contribution rates (not including the 1.00% contribution rate for the Death and Disability Program) and the statutory contribution rates are as follows: Actuarial Statutory Employer Employer Rate Capped Rate Local employees 8.89% 8.89% Police and Firemen 22.13% 22.13% Member contribution rates as a percentage of eligible compensation for the fiscal year 2019 are 6.00% for Local employees and 7.15% for Police and Firemen. Employer Allocations. Although KPERS administers one cost-sharing multiple-employer defined benefit pension plan, separate (sub) actuarial valuations are prepared to determine the actuarial determined contribution rate by group. Following this method, the measurement of the collective net pension liability, deferred outflows of resources, deferred inflows of resources, and pension expense are determined separately for each of the following groups of the plan: State/School Local Police and Firemen Judges To facilitate the separate (sub) actuarial valuations, KPERS maintains separate accounts to identify additions, deductions, and fiduciary net position applicable to each group. The allocation percentages presented for each group in the schedule of employer and nonemployer allocations are applied to amounts presented in the schedules of pension amounts by employer and nonemployer. The allocation percentages for the City’s share of the collective pension amounts as of December 31, 2019, are based on the ratio of its contributions to the total of the employer and nonemployer contributions of the group for the fiscal years ended December 31, 2019. The contributions used exclude contributions made for prior service, excess benefits and irregular payments. At June 30, 2019, the City’s proportion for the Local employees group was 0.796%, which was an increase of .006% from its proportion measured at June 30, 2018. At June 30, 2019, the City’s proportion for the Police and Firemen group was 2.074%, which was a decrease of .007% from its proportion measured at June 30, 2018. 54 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) A. Defined Benefit Pension Plan (Continued) Net Pension Liability. At December 31, 2019 and 2018, the City and its component units reported a liability of $32,116,932 and $31,984,657, respectively, for its total proportionate share of the net pension liability for the Local and Police and Firemen groups. Actuarial Assumptions. The total pension liability was determined by an actuarial valuation as of December 31, 2018, which was rolled forward to June 30, 2019, using the following actuarial assumptions: Assumptions Rate Price inflation 2.75% Wage inflation 3.50% Salary increases, including wage increases 3.5% to 12.0% including inflation Long-term rate of return, net of investment expense, and including price inflation 7.75% Mortality rates were based on the RP-2014 Mortality Tables, with age setbacks and age set forwards as well as other adjustments based on different membership groups. Future mortality improvements are anticipated using Scale MP-2016. The actuarial assumptions used in the December 31, 2018 valuation were based on the results of an actuarial experience study conducted for the period of January 1, 2013, through December 31, 2015. The experience study is dated November 18, 2016. The long-term expected rate of return of pension plan investments was determined using a building-block method in which best-estimate ranges of expected future real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage. Best estimates of arithmetic real rates of return for each major asset class included in the pension plan’s target asset allocation as of June 30, 2019 are summarized in the following table: Long-Term Expected Asset Long-Term Allocation Real Rate of Return Global Equity 47.00% 6.85% Fixed Income 13.00% 1.25% Yield driven 8.00% 6.55% Real Return 11.00% 1.71% Real estate 11.00% 5.05% Alternatives 8.00% 9.85% Short-term investments 2.00%-0.25% 100.00% Discount Rate. The discount rate used to measure the total pension liability was 7.75%. The projection of cash flows used to determine the discount rate assumed that contributions from plan members will be made at the contractually required rate. The State, School and Local employers do not necessarily contribute the full actuarial determined rate. Based on legislation passed in 1993, the employer contribution rates certified by the System’s Board of Trustees for these groups may not increase by more than the statutory cap. The expected KPERS employer statutory contribution was modeled for future years, assuming all actuarial assumptions are met in future years. Employers contribute the full actuarial determined rate for Police & Firemen, and Judges. Future employer contribution rates were also modeled for Police & Firemen and Judges, assuming all actuarial assumptions are met in future years. Based on those assumptions, the pension plan’s fiduciary net position was projected to be available to make all projected future benefit payments of current plan members. Therefore, the long-term expected rate of return on pension plan investments was applied to all periods of projected benefit payments to determine the total pension liability. 55 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) A. Defined Benefit Pension Plan (Continued) Sensitivity of the City’s proportionate share of the net pension liability to changes in the discount rate. The following presents the City’s proportionate share of the net pension liability calculated using the discount rate of 7.75%, as well as what the City’s proportionate share of the net pension liability would be if it were calculated using a discount rate that is 1-percentage point lower (6.75%) or 1-percentage point higher (8.75%) than the current rate: 1% Decrease (6.75%)Discount Rate (7.75%)1% Increase (8.75%) Local 16,612,600$ 11,123,112$ 6,531,254$ Police & Firemen 29,791,754 20,993,820 13,628,262 Total 46,404,354$ 32,116,932$ 20,159,516$ Pension Expense. For the year ended December 31, 2019, the City recognized Local pension expense of $1,370,234 and Police and Firemen pension expense of $3,483,665, which includes the changes in the collective net pension liability, projected earnings on pension plan investments, and the amortization of deferred outflows of resources and deferred inflows of resources for the current period. The Salina Housing Authority’s and Salina Airport Authority’s portion of the Local pension expense were $25,451 and $73,753, respectively Deferred Outflows of Resources and Deferred Inflows of Resources. At December 31, 2019, the City reported deferred outflows of resources and deferred inflows of resources related to pensions for Local and Police and Firemen groups from the following sources: Deferred outflows Deferred inflows Local of resources of resources Differences between actual and expected experience 24,348$ 280,127$ Net differences between projected and actual earnings on investments 261,693 - Changes in assumptions 339,963 22,545 Changes in proportion 377,752 267,857 Total 1,003,756$ 570,529$ Deferred outflows Deferred inflows Police & Firemen of resources of resources Differences between actual and expected experience 1,186,018$ 38,909$ Net differences between projected and actual earnings on investments 422,552 - Changes in assumptions 743,686 23,244 Changes in proportion 36,289 792,896 Total 2,388,545$ 855,049$ 56 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) A. Defined Benefit Pension Plan (Continued) At December 31, 2019, the Salina Housing Authority and Salina Airport Authority reported deferred outflows of resources and deferred inflows of resources related to pensions for Local and Police and Firemen groups from the following sources: Deferred outflows Deferred inflows Deferred outflows Deferred inflows Local of resources of resources of resources of resources Differences between actual and expected experience 1,198$ 9,400$ 1,385$ 15,938$ Net differences between projected and actual earnings on investments 7,761 - 14,889 - Changes in assumptions 14,366 1,598 19,342 1,283 Changes in proportion 1,145 4,793 59,996 19,497 Total 24,470$ 15,791$ 95,612$ 36,718$ Airport AuthorityHousing Authority $1,933,992 reported as deferred outflows of resources related to pensions resulting from City contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ended December 31, 2020. Amounts reported as deferred outflows of resources and deferred inflows of resources related to pensions will be recognized in pension expense as follows: Local Police & Firemen Deferred Deferred Year ended [Inflows] Outflows [Inflows] Outflows December 31,Amount Amount Total 2019 292,771$ 813,535$ 1,106,306$ 2020 [13,048] 196,519 183,471 2021 80,992 294,428 375,420 2022 73,350 221,173 294,523 2023 [838] 7,841 7,003 Total 433,227$ 1,533,496$ 1,966,723$ $37,624 and $36,310 reported as deferred outflows of resources related to pensions resulting from Salina Housing Authority and Salina Airport Authority contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ended December 31, 2020. Amounts reported as deferred outflows of resources and deferred inflows of resources related to pensions will be recognized in pension expense as follows: Housing Airport Authority Authority Deferred Deferred Year ended [Inflows] Outflows [Inflows] Outflows December 31,Amount Amount Total 2020 9,773$ 22,167$ 31,940$ 2021 5,754 8,732 14,486 2022 [6,147] 17,687 11,540 2023 [609] 9,959 9,350 2024 [92] 349 257 Total 8,679$ 58,894$ 67,573$ 57 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) B. Deferred Compensation Plan The City offers its employees a deferred compensation plan ("Plan") created in accordance with Internal Revenue Code Section 457. The Plan, available to all City employees, permits them to defer a portion of their salary until future years. The deferred compensation is not available to employees until termination, retirement, death, or unforeseeable emergency. Plan assets are transferred to a plan agent in a custodial trust and are not available to the claims of the City's general creditors. C. Flexible Benefit Plan (I.R.C. Section 125) The City Commission has adopted by resolution a salary reduction flexible benefit plan ("Plan") under Section 125 of the Internal Revenue Code. All City employees working more than 20 hours per week are eligible to participate in the Plan beginning after two full months of employment. Each participant may elect to reduce his or her salary to purchase benefits offered through the Plan. Benefits offered through the Plan include various insurance and disability benefits. D. Risk Management The City is exposed to various risks of loss related to torts; theft of, damage to and destruction of assets; errors and omissions; natural disasters and other events for which the City carries commercial insurance. No significant reductions in insurance coverage from that of the prior year have occurred. Settlements have not exceeded insurance coverage for each of the past three years. The City has established a limited risk management program for workers’ compensation. The program covers all City employees. Premiums are paid into the Workers’ Compensation Reserve Fund by all other funds and are available to pay claims, claim reserves and administrative costs of the program. An excess coverage insurance policy covers individual claims in excess of $250,000 ($350,000 for claims involving employees classified as policemen or firemen). Incurred claims, including incurred but not reported claims, have been accrued based primarily upon subsequent payments. Claim liabilities are calculated considering the effects of inflation, recent claim settlement trends including frequency and amounts of payouts and other economic and social factors. The liability for claims and judgments is reported in the Workers' Compensation Reserve Fund because it is expected to be liquidated with expendable available financial resources. Of the liability, $159,754 is considered to be due within one year. Changes in the balances of claims liabilities during the past two years are as follows: 2019 2018 Unpaid claims, January 1 238,778$ 221,913$ Incurred claims (including IBNRs)726,271 886,086 Claim payments [653,477] [869,221] Unpaid claims, December 31 311,572$ 238,778$ The City established a limited risk management program for employee health and dental insurance in 1997. The program covers eligible City employees. Premiums are paid into the health insurance fund by all other funds and are available to pay claims, claim reserves and administrative costs of the program. An excess coverage insurance policy covers individual claims in excess of $50,000. Incurred claims, including incurred but not reported claims, have been accrued based primarily upon subsequent payments. Claim liabilities are calculated considering the effects of inflation, recent claim settlement trends including frequency and amounts of payouts and other economic and social factors. The liability for claims and judgments is reported in the Health Insurance Fund because it is expected to be liquidated with expendable available financial resources. Therefore, all of the liability is considered to be due within one year. Changes in the balances of claims liabilities during the past two years are as follows: 58 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) D. Risk Management (Continued) 2019 2018 Unpaid claims, January 1 380,980$ 395,691$ Incurred claims (including IBNRs)4,466,044 3,670,930 Claim payments [4,357,606][3,685,641] Unpaid claims, December 31 489,418$ 380,980$ E.Contingent Liabilities The City receives significant financial assistance from numerous federal and state governmental agencies in the form of grants and state pass-through aid. The disbursement of funds received under these programs generally requires compliance with terms and conditions specified in the grant agreements and is subject to audit. Any disallowed claims resulting from such audits could become a liability of the General Fund or other applicable funds. However, in the opinion of management, any such disallowed claims would not have a material effect on any of the financial statements of the City at December 31, 2019. The City is a defendant in various lawsuits. Although the outcome of these lawsuits is not presently determinable, it is the opinion of the City's legal counsel that resolution of these matters will not have a material adverse effect on the financial condition of the City. F. Municipal Solid Waste Landfill State and federal laws and regulations require the City to place a final cover on its landfill site when it stops accepting waste, and to perform certain maintenance and monitoring functions at the site for thirty years after closure. Although closure and postclosure care costs will be paid only near or after the date that the landfill stops accepting waste, the City reports a portion of these closure and postclosure care costs as an operating expense of the Solid Waste Fund in each period based on landfill capacity used as of each balance sheet date. The $2,048,896 reported as landfill closure and postclosure care liability at December 31 represents the cumulative amount reported to date based on the use of 28.8% of the estimated capacity of the landfill. The City's solid waste fund will recognize the remaining estimate cost of closure and postclosure care of $4,892,995 as the remaining estimated capacity is filled over the remaining life expectancy of 147 years. These amounts are based on what it would cost to perform all closure and postclosure care in 2019. Actual cost may be higher due to inflation, changes, in technology or changes in regulations. The City is required by State and Federal laws and regulations to provide assurances of financial responsibility for closure and post- closure care. The City has elected to utilize the Local Government Financial test promulgated by the U.S. Environmental Protection Agency (at 40 CFR 258.74(f)) and the Kansas Department of Health and Environment to provide these assurances. Any future closure or post-closure care costs will be provided through the normal budgeting and rate setting process, including the issuance of general obligation bonds, if necessary. 59 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) G. Capital Projects Capital projects often extend over two or more fiscal years. The following is a schedule, which compares the project authorization including allowable interest revenue to total project expenditures from project inception to December 31, 2019. Project Authorization Expenditures Markley-Magnolia VV Sewer 5,150,000$ 439,661$ Bicentennial Center Improvements 10,200,000 12,433,918 Water Well 13 & 14 Maintenance 52,184 50,830 Community Fieldhouse (1)10,950,000 9,188,840 Community Fieldhouse (2)750,000 733,992 North Lime Drying Lagoon Yearly Maintenance 120,000 37,260 Rebuild High Service Pump P-203 24,187 13,688 Pump Stations and Force Mains 1,483,000 1,425,505 2017 Country Club Road Improvements 1,200,000 1,089,063 River Trail 2 956,072 11,312 Downtown Streetscape 12,165,000 11,298,360 Smoky Hill River Renewal 27,000,000 3,467,058 Water Mains 4,250,000 2,319,841 Downtown Santa Fe Water Main Replacement 1,351,100 1,258,672 Police Training Facility 4,900,000 1,398,225 Rehab Pump St 28,29/Repl 28 Face Main 550,000 - Northbound 9th Street Bridge 103,768 95,358 Landfill Cell #20 Design 2,200,000 1,959,983 Railroad Crossing Improvements 45,000 - 2018 Park Improvements 194,000 87,000 FH Parking Lot 55,930 2,320 Pheasant Ridge Addition #3 Phase 2 509,233 446,916 Manhole & Valve Adj 10,000 17,806 Community Theater HVAC Replacement 46,000 207 Storm Sewer Mulberry Street 22,709 21,528 9th Street Crawford to Walnut 646,896 643,555 2019 Pavement Sealing 295,937 295,937 Dean Evans Drainage 60,000 315 2019 Sidewalk Improvements 24,965 24,648 2019 Traffic Signal Improvements 35,758 35,758 2019 Mill and Inlay 1,853,546 1,531,098 2019 Microsurfacing 693,462 681,555 2019 Chip and Seal 140,000 131,733 N.9th Street Bridge 2,000,000 3,546 Golf Course Irrigation 1,488,414 1,321,171 Police Parking Lot 400,000 200,995 2019 Sidewalk Abatement 21,625 - Fair Housing 38,750 - 9th South Addition 1,180,313 2,976 Smoky Hill Greenway Trail 435,637 49,389 Chorine Building 2 Roof Replacement 35,000 - 2019 Water Main Replacement 4,000,000 - Magnolia Hills Estates II 1,575,240 10,958 Stone Lake Phase 2 670,166 2,207 Stone Lake Phase 3A 1,647,053 3,007 Smedley Surgical Center 45,486 1,961 Sound Garden Oakdale Park 10,046 10,046 Wheatland Valley -Specials 5,474,790 6,500 Park Shelter Roof Replacement 93,816 - LED Lighting Replacement - Parks 18,223 - 60 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) H. Environmental Matters The Kansas Department of Health and Environment (KDHE) issued a report in 1994 indicating the presence of volatile organic compounds at levels requiring remediation at the Salina Public Water Supply Wells Site. The City adopted a proactive Policy and Action Plan to remediate the groundwater contamination, and on December 7, 1994, the City and KDHE entered into a Consent Order and Settlement Agreement under which the City assumed primary responsibility for the further investigation and remediation of the groundwater contamination. Field testing work has been completed. The necessary remediation work will be conducted over the next several years at a yet undetermined cost to the City's Water and Sewer Fund. The U.S. Department of Defense transferred property located at the former Schilling Air Force Base (the Base or Site) to the Authority on or about September 9, 1966. The property is now known to contain areas of extensive soil and groundwater contamination, which is a result of the use and disposal of chlorinated solvents during military operations at the Base from 1942 until Base closure in 1965. The U.S. Department of Defense is responsible for the investigation and remediation of contamination caused by military activities at current and former military bases. The U.S. Army Corps of Engineers (Corps) is the lead agency for the Department at formerly used defense sites. The Corps has investigated the soil and groundwater contamination at the Site under the regulatory oversight of the U.S. Environmental Protection Agency (EPA) and the Kansas Department of Health and Environment (KDHE). The Site is not designated as a National Priority List Superfund site, but investigation and remediation are required to be in compliance with the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). Potential liability for contamination under CERCLA extends broadly to parties associated with the release or presence of hazardous substances, including not only those entities involved with contaminant use and disposal, but in some cases other current and former owners and operators of contaminated sites. As a current owner of extensive amounts of property at the Site, the Authority is potentially liable under CERCLA, although the Authority believes that it has meritorious defenses to such liability. The Authority is considered to be a Potentially Responsible Party (PRP) for the Site, primarily due to its status as a property owner. The Authority, City of Salina, Unified School District No. 305 and the Kansas Board of Regents (Kansas State University Polytechnic Campus), (collectively Salina Public Entities) currently own over 90% of the nearly 4,000 acres of the Base property. No third party has asserted any claim for bodily injury or property damage. Beginning in August 2007, the Salina Public Entities initiated settlement negotiations with the U.S. Federal Government. The negotiation objectives at that time included transferring the responsibility for completing the cleanup from the U.S. to the Salina Public Entities. The local objective was to reach a settlement agreement with the U.S. that provides the Salina Public Entities sufficient funds to complete cleanup operations over a 30- year period. During calendar year 2008, the Salina Public Entities, by and through its environmental consultant, prepared a detailed Cost to Complete Estimate (CTC). The CTC preparation included consultation with the EPA and KDHE. The Salina Public Entities’ CTC was completed in June of 2008 and submitted to the Corps. Subsequently, on January 23, 2009, the Salina Public Entities delivered a demand letter to the Corps. The letter demanded that settlement negotiations begin immediately with the U.S. Department of Justice. On May 14, 2009 the Authority was notified that the Corps referred the Base demand letter to the U.S. Department of Justice on May 12, 2009. The Salina Public Entities delivered on or about May 10, 2010, a settlement offer and a draft of a lawsuit complaint to the attorney for the U.S. Department of Justice. The Salina Public Entities planned to file suit against the U.S. if the matter was not settled by the end of May 2010. The Salina Public Entities did not intend to cut off settlement negotiations by the filing of suit, and this has been communicated to the U.S. No remedial action plan or record of decision has been adopted by the EPA or KDHE. 61 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) H. Environmental Matters (Continued) On or about May 27, 2010, the Salina Public Entities filed their Complaint against the United States of America, the United States Department of Defense and Secretary of Defense, Robert M. Gates, in his official capacity (collectively, "Defendants"). On or about September 22, 2010, the Salina Public Entities filed their First Amended Complaint in four counts: Count I Citizen Suit Claim Pursuant to 42 U.S.C.§ 9659(a)(2), Count II Citizen Suit Claim Pursuant to 42 U.S.C.§ 9659(a)(1), Count III Claim for Recovery of Response Costs Pursuant to 42 U.S.C.§ 9607(a) and Count IV Claim for Declaratory Judgment Pursuant to 42 U.S.C.§ 9613(g)(2). On or about October 6, 2010, Defendants filed their motion to dismiss and to strike, primarily with respect to the citizen suit claims. On or about March 25, 2011, Judge Murguia entered his Memorandum and Order. The Judge granted the Defendants' motion to dismiss Counts I and II (citizen suit claims) for lack of subject matter jurisdiction. He also granted the Defendants' motion to dismiss the Salina Public Entities' requests for attorney fees, with the exception of non-litigation attorney fees. He denied the Defendants' motion to strike the Salina Public Entities' allegations of a conflict of interest. The Salina Public Entities' claims under Counts III and IV for response costs under CERCLA 9607(a) are not affected by the Judge's rulings. The Salina Public Entities disagree with most of the Judge's filings and, if necessary, plan to take an interlocutory appeal to the Tenth Circuit to contest the rulings. On or about April 22, 2011, Defendants filed their Answer to First Amended Complaint and Counterclaim against the Salina Public Entities. Count I of the Counterclaim alleges a claim for contribution under CERCLA, 42 U.S.C.§ 9613(f)(1). Count II of the Counterclaim alleges a claim for cost recovery under CERCLA, 42 U.S.C.§ 9607(a)(1). Count II alleges costs incurred by the U.S. Environmental Protection Agency of approximately $1,838,241 as of September 30, 2007, and alleges costs incurred by the Corps of approximately $14,915,228 as of April 17, 2009. The Salina Public Entities intend to vigorously contest the claims brought against them and will assert, among other defenses, the third-party defense under 42 U.S.C.§ 9607(b)(3). The parties agreed on a mediation to discuss settlement. The mediation sessions occurred in October 2011, and the mediation discussions continued for over a year. The parties have now agreed upon a partial settlement. The partial settlement includes payment by the U.S. in exchange for performance by the Salina Public Entities of a remedial investigation/feasibility study through entry of a Corrective Action Decision by KDHE (the "Work"). The present cost estimate of the Work is less than $10,000,000. The agreement is that the U.S. will pay 90% of the cost of the Work with the Salina Public Entities responsible for payment of the remaining 10%. It is anticipated that the agreed share of the Salina Public Entities will be paid by the City of Salina. Also, the claims and counterclaims in the lawsuit have been dismissed without prejudice with provisions tolling any and all statutes of limitation. No party is obligated under the settlement agreement to implement the Corrective Action Decision upon its entry by KDHE, and the parties will either negotiate an agreement to implement such Corrective Action Decision or refile their claims in court. The Salina Public Entities have entered into a Consent Agreement and Final Order ("CAFO") with KDHE, which is conditioned upon the U.S.'s payment to the City. On May 2, 2013, the U.S. District Court for the District of Kansas entered its Consent Decree. City of Salina, Kansas, et al. v. United States of America, et al., Case No. 1 0-CV -2298 CM/DJW. The Court's Consent Decree approved the settlement among the parties. The current status is that the U.S. wire transferred $8,426,700 to the account of the City, and the City added the share of the Salina Public Entities in the amount of $936,300 to the account. The Remedial Investigation (RI) portion of the CAFO scope of work was completed on or about June 18, 2018. The Feasibility Study portion of the CAFO scope of work was completed on or about November 29, 2018. KDHE’s draft final Corrective Action Decision (CAD) was published on or about April 8, 2019. KDHE held a public hearing for the final CAD on or about May 1, 2019. Final comments concerning the draft final CAD were due on or about May 8, 2019. KDHE published a final CAD on or about July 29, 2019. The KDHE CAD details the scope of work and estimated cost for the cleanup of DoD-caused contamination at the former Schilling AFB. 62 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) H. Environmental Matters (Continued) The Salina Public Entities participated in three mediation sessions with the U.S. Department of Justice (DOJ) and the U.S. Army Corps of Engineers (USACE) on November 19-21, 2019; December 10-11, 2019; and the final subsequent to year-end to determine payment by the United States in exchange for performance by the Salina Public Entities of the KDHE CAD. Special environmental legal counsel for the Salina Public Entities has negotiated with the DOJ for the completion of a Consent Decree that embodies the results of the three mediation sessions. The final draft of the Consent Decree will be considered by the Salina Public Entities in a joint meeting scheduled for June 24, 2020. Upon approval by the U.S. District Court for the District of Kansas, the CD will provide the Salina Public Entities funding from the United States for the Remedial Design (RD) and Remedial Action (RA) work detailed in the KDHE CAD. Although the claims and counterclaims in the lawsuit have been dismissed without prejudice, the City intends to vigorously pursue its claims that the U.S. should implement the Corrective Action Decision upon its entry by KDHE and its defenses against any claims brought against it. Based on presently known information, the City has determined that while a possible liability exists, at this time, no reasonable estimate of the possible liability can be made. Therefore, no liability related to that matter has been recorded. I. Other Postemployment Healthcare Benefits Plan Description. The City offers postemployment health insurance to retirement employees. The benefits are provided through a single employer defined benefit postemployment healthcare plan administered by the City. The Employee Benefit Plan (the Plan) provides medical and dental benefits to eligible early retirees and their spouses. KSA 12-5040 requires all local governmental entities in the state that provide a group health care plan to make participation available to all retirees and dependents until the retiree reaches the age of 65 years. No separate financial report is issued for the Plan. Funding Policy. The contribution requirements of plan participants and the City are established and amended by the City. The required contribution is based on projected pay-as-you-go financing requirements. In 2019, the City did not contribute to the plan. At December 31, 2019, the following employees were covered by the benefit terms: Active employees 441 Retirees and covered spouses 32 Total 473 The total OPEB liability of $3,519,327 was measured as of December 31, 2018 and was determined by an actuarial valuation as of that date. The total OPEB liability in the December 31, 2017 actuarial valuation was determined using the following assumptions and other inputs, applied to all periods in the measurement, unless otherwise specified: Valuation date December 31, 2017 Actuarial cost method Entry age normal as a level percentage of payroll Inflation 2.75% Salary increases 3.50% Discount rate 4.10% Healthcare cost trend rates Medical & Pharmacy: 6.20% for 2018, decreasing 0.60% per year to an ultimate rate of 5% for 2030 and through 2040 Dental: 5.00% to 2020, then drop to 4.90% in 2030 then back to 5.00% in 2040 Retiree's share of benefit related costs 100% of the premium 63 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) I. Other Postemployment Healthcare Benefits (Continued) The discount rate was based on an index rate for 20-year, tax-exempt general obligation municipal bonds with an average rating of AA/Aa or higher. Mortality rates were based on the RP 2014 Mortality Tables, with age setbacks and age set forwards as well as other adjustments based on different membership groups. Future mortality improvements are anticipated using Scale MP-2017. Changes in the total OPEB liability are as follows: Balance 1/1/2019 3,487,302$ Service cost 249,957 Interest 125,877 Benefit paid [157,465] Changes in assumptions [186,344] Balance 12/31/2019 3,519,327$ The following presents the total OPEB liability of the City, as well as what the City’s total OPEB liability would be if it were calculated using a discount rate that is one percentage point lower (2.44%) or one percentage point higher (4.44%) than the current discount rate: 1% Decrease Discount Rate 1% increase (3.10%)(4.10%)(5.10%) Total OPEB Liability 3,805,079$ 3,519,327$ 3,253,600$ The following presents the total OPEB liability of the City, as well as what the City’s total OPEB liability would be if it were calculated using healthcare cost trend rates that are one percentage point lower (5.8% decreasing to 3.1%) or one percentage point higher (7.8% decreasing to 5.1%) than the current healthcare cost trend rate: Healthcare Cost 1% Decrease Trend Rates 1% increase Total OPEB Liability 3,092,948$ 3,519,327$ 4,027,376$ For the year ended December 31, 2019, the City recognized OPEB expense of $364,903. Deferred Outflows of Resources and Deferred Inflows of Resources. At December 31, 2019, the City reported deferred outflows related to other postemployment benefits from the following sources: Deferred outflows Deferred inflows of resources of resources Changes of assumptions 70,090$ [164,999]$ Total 70,090$ [164,999]$ Amounts reported as deferred outflows of resources will be recognized in OPEB expense as follows: 64 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) I. Other Postemployment Healthcare Benefits (Continued) Deferred Year ended [Inflows] Outflows June 30,Amount 2020 [10,931]$ 2021 [10,931] 2022 [10,931] 2023 [10,931] 2024 [10,931] 2025+[40,254] Total [94,909]$ J.Other Postemployment Benefits (KPERS) Plan Description. The City participates in a multiple-employer defined benefit other postemployment benefit (OPEB) plan (the Plan) which is administered by the Kansas Public Employees Retirement System (KPERS). The Plan provides long-term disability benefits and a life insurance benefit for disabled members to KPERS members, as provided by K.S.A. 74-04927. The Plan is administered through a trust held by KPERS that is funded to pay annual benefit payments. However, because the trust’s assets are used to pay employee benefits other than OPEB, the trust does not meet the criteria in paragraph 4 of GASB Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions. Accordingly, the Plan is considered to be administered on a pay-as-you-go basis. Benefits. Benefits are established by statute and may be amended by the KPERS Board of Trustees. The Plan provides long-term disability benefits equal to 60 percent (prior to January 1, 2006, 66 2/3 percent) of annual compensation, offset by other benefits. Members receiving long-term disability benefits also receive credit towards their KPERS retirement benefits and have their group life insurance coverage continued under the waiver of premium provision. The monthly long-term disability benefit is 60 percent of the member’s monthly compensation, with a minimum of $100 and a maximum of $5,000. The monthly benefit is subject to reduction by deductible sources of income, which include Social Security primary disability or retirement benefits, workers compensation benefits, other disability benefits from any other sources by reason of employment, and earnings from any form of employment. If the disability begins before age 60, benefits are payable while the disability continues until the member’s 65th birthday or retirement date, whichever occurs first. If the disability begins after age 60, benefits are payable while the disability continues, for a period of five years or until the member retires, whichever occurs first. Benefit payments for disabilities caused or contributed to by substance abuse or non-biologically based mental illnesses are limited to the shorter of the term of the disability or 24 months per lifetime. The death benefit paid to beneficiaries of disabled members is 150% of the greater of 1) the member’s annual rate of compensation at the time of disability, or 2) the members previous 12 months of compensation at the time of the last date on payroll. If the member has been disabled for five or more years, the annual compensation or salary rate at the time of death will be indexed using the consumer price index, less one percentage point, to compute the death benefit. If a member is diagnosed as terminally ill with a life expectancy of 12 months or less, the member may be eligible to receive up to 100% of the death benefit rather than having the benefit paid to the beneficiary. If a member retires or disability benefits end, the member may convert the group life insurance coverage to an individual insurance policy. Employees covered by benefit terms.At June 30, 2019, the valuation date, the following employees were covered by the benefit terms: 65 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) J. Other Postemployment Benefits (KPERS) (Continued) Active employees 282 Disabled members 2 Total 284 Total OPEB Liability. The City and its component units reported a total KPERS OPEB liability of $527,919 as of December 31, 2019, was measured as of June 30, 2019, and was determined by an actuarial valuation as of December 31, 2018, which was rolled forward to June 30, 2019, using the following actuarial assumptions: Valuation date December 31, 2018 Actuarial cost method Entry age normal Inflation 2.75% Salary increases 3.00% Discount rate (based on 20 year municipal bond rate with an average rating of AA/Aa or better, obtained through the Bond Buyer General Obligation 20-Bond Municipal Index)3.50% The discount rate was based on the bond buyer general obligation 20-bond municipal index. Mortality rates were based on the RP 2014 Mortality Tables, with age setbacks and age set forwards as well as other adjustments based on different membership groups. Future mortality improvements are anticipated using Scale MP-2019. The actuarial assumptions used in the December 31, 2018 valuation were based on the results of an actuarial experience study for the period of January 1, 2013 through December 31, 2015. Other demographic assumptions are set to be consistent with the actuarial assumptions reflected in the December 31, 2018 KPERS pension valuation. The changes in the total OPEB liability are as follows: City Housing Authority Airport Authority Total Balance 1/1/2019 546,926$8,886$ 11,126$ 566,938$ Service cost 52,863 1,507 2,843 57,213 Interest 22,667 372 541 23,580 Effect of economic/demographic gains or losses [95,243] [2,512][1,324][99,079] Changes in assumptions 7,614 [67]152 7,699 Benefit payments [28,432] --[28,432] Balance 12/31/2019 506,395$8,186$ 13,338$ 527,919$ Total KPERS OPEB Liability Sensitivity of the total KPERS OPEB liability to changes in the discount rate.The following presented the total KPERS OPEB liability of the City, as well as what the City’s total KPERS OPEB liability would be if it were calculated using a discount rate that is 1-percentage-point lower (2.87%) or 1-percentage-point higher (4.87%) than the current discount rate: 1% Decrease Discount Rate 1% increase (2.50%)(3.50%)(4.50%) Total OPEB Liability - City 526,498$ 506,395$ 485,611$ Total OPEB Liability - Housing Authority 8,394$ 8,186$ 7,941$ Total OPEB Liability - Airport Authority 13,693$ 13,338$ 12,901$ 66 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) J. Other Postemployment Benefits (KPERS) (Continued) Sensitivity of the total KPERS OPEB liability to changes in the healthcare cost trend rates. The following presented the total KPERS OPEB liability of the City calculated using the current healthcare cost trend rates as well as what the City’s total KPERS OPEB liability would be if it were calculated using trend rates that are 1 percentage point lower or 1 percentage point higher than the current trend rates. The reader should note that healthcare trend rates do not affect the liabilities related to the long-term disability benefits sponsored by KPERS, but this exhibit is provided as it is a required disclosure under GASB 75. Healthcare Cost 1% Decrease Trend Rates 1% increase Total OPEB Liability - City 506,395$ 506,395$ 506,395$ Total OPEB Liability - Housing Authority 8,186$ 8,186$ 8,186$ Total OPEB Liability - Airport Authority 11,395$ 1,126$ 10,800$ For the year ended June 30, 2018, the City recognized OPEB expense of $75,561. Deferred Outflows of Resources and Deferred Inflows of Resources. At December 31, 2019, the City reported deferred outflows and inflows related to other postemployment benefits from the following sources: Housing Authority Deferred Deferred Deferred Deferred Deferred Outflows of Inflows of Inflows of Inflows of Inflows of Resources Resources Resources Resources Resources Differences between expected and actual experience 59,657$ 85,454$ 2,253$ -$ 4,521$ Changes of assumptions 6,831 11,633 223 136 173 Total 66,488$ 97,087$ 2,476$ 136$ 4,694$ Airport AuthorityCity $72,729 and $4,294 reported as deferred outflows of resources related to OPEB resulting from City and Airport Authority contributions subsequent to the measurement date, respectively, will be recognized as a reduction of the OPEB liability in the year ended December 31, 2019. Amounts reported as deferred outflows of resources and deferred inflows of resources related to pensions will be recognized in OPEB expense as follows: Year Ended Housing Airport June 30,City Authority Authority 2020 [2,886]$ [287]$ [578]$ 2021 [2,886] [287][578] 2022 [2,886] [287][578] 2023 [2,886] [287][578] 2024 [2,886] [287][578] Thereafter [16,169][1,041] [1,668] Total [30,599]$[2,476]$ [4,558]$ 67 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) K. Tax Abatements In 2019, the City of Salina participated in real property tax abatements for five local companies. Property tax abatements are authorized under Kansas state statutes K.S.A. 12-1740 et seq. and K.S.A. 79-201a and subject to City policy. The City provides property tax abatements to encourage existing industry to expand, assist new business start- ups, recruit new companies from out-of-state or internationally, encourage high technology and research based businesses, encourage training and development of Salina area employees, and encourage location and retention of businesses which are good "corporate citizens" that will add to the quality of life in the community through leadership and support of civic and philanthropic organizations. Property tax abatements reduce ad valorem property taxes. The percentage of reduction ranges from 40.5% to 100%, but in all cases, the maximum duration is for ten years as per state statute. To receive an abatement, applicants must submit an application, which undergoes due diligence and analysis before being considered by the City Commission. If the abatement is authorized, the applicant must sign a performance agreement that specifies annual compliance measures. Each year, the applicant submits a renewal application, along with compliance information, which is reviewed by City staff for conformance with agreement provisions. If compliance is not met, appeals can be made to the City Commission to determine the amount of incentives, if any, to be received by the property owner. The City of Salina negotiates property tax abatements on an individual basis. Company Start End %2019 Tax Abated Salina Vortex Corp (facility improvements) 2015 2024 75% $ 14,369 Great Plains Mfg (facility improvements) 2014 2023 100% 2,744 Veris Technologies (facility addition/improvements) 2015 2024 40.5% 1,755 Twin Oaks (facility addition/improvements) 2015 2024 55% 2,565 Salina Field House (facility) 2017 2026 100% 81,376 Total 102,808$ Ad Valorem Property Tax Abatements Abatement Tax Increment Financing (TIF).TIFs are an economic development tool established by the Kansas TIF Act (K.S.A. 12-1770 et seq.) and subject to City policy to aid in financing projects for substantial public benefit. Public benefits can include creating jobs or retaining existing employment, eliminating blight, strengthening the employment and economic base of the City, increasing property values and tax revenues, reducing poverty, creating economic stability, upgrading older neighborhoods, facilitating economic self-sufficiency, promoting projects that are of community wide importance, or implementing the economic development goals of the City. The program works by reimbursing a portion of the incremental increase in property taxes resulting from improvements and a portion of local sales tax generated within the district to the property owner. The base value, or what the property was valued at prior to improvements, is shielded from the rebate. To receive a TIF, applicants must submit a detailed, written proposal to the City, which will undergo due diligence and analysis before being considered by the City Commission. The City Commission then determines if it will commence the statutory process to create a redevelopment district. If the TIF district is authorized, the City and applicant will enter into an agreement that specifies performance, certification, and reimbursement requirements. City Staff will work with the property owner to certify eligible expenses and compliance with agreement provisions. Once the project begins to generate TIF revenues (sales tax and/or property tax), City staff works with the distributing agency and property owner to generate and track reimbursements. Because reimbursements are not paid until after improvements are put in place, agreement compliance is met, eligible expenses are certified, and sales and/or property tax distributions are made to the City, there are no provisions for recapturing taxes. The City of Salina negotiates TIFs on an individual basis. 68 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) K. Tax Abatements (Continued) 2019 Reimbursements District Purpose Base Year Expires Sales Tax Property Tax Lambertz Construction of 10.79 acres of shopping center, including single and multi-tenant retail space, and related public and private infrastructure 2007 2027 $268,905 $215,999 Total $268,905 $215,999 TIF Project Plans Community Improvement Districts (CID). CIDs are an economic development tool established by the Kansas CID Act (K.S.A. 12-6a26 et seq.) and subject to City policy to assist with the development of community improvements which can benefit a development and the public. In all CIDs, public improvements were financed initially by the developer and are reimbursed annually via a two percent (2%) transportation district sales tax on retail or taxable services occurring within the district. To establish a CID, the applicant first submits a CID petition which is signed by the owners of all of the land within the proposed district. The City Commission then considers the request to establish a CID. If the CID is authorized, the City and applicant will enter into an agreement that specifies performance, certification, and reimbursement requirements. City Staff will work with the property owner to certify eligible expenses and compliance with agreement provisions. Once the project begins to generate CID revenues, City Staff works with the distributing agency and property owner to make and track reimbursements. Because reimbursements are not paid until after improvements are put in place, agreement compliance is met, eligible expenses are certified, and CID sales tax distributions are made to the City, there are no provisions for recapturing taxes. The City of Salina negotiates CIDs on an individual basis. Name Rate Start Expires Purpose 2019 Eligible Reimbursement Amount South 9th Street 2.00% 3/1/2016 12/31/2037 Assist with improvements to hotel and conference center $251,052 Total $251,052 Community Improvement District (CID) Neighborhood Revitalization Areas (NRA).NRAs are authorized under Kansas state statutes K.S.A. 12-117 and subject to City policy to spur investment and revitalization of properties which can benefit a neighborhood and the public. The program works by rebating a portion of the incremental increase in property taxes resulting from improvements back to the property owner. The base value, or what the property was valued at prior to improvements, is shielded from the rebate. Participation in the program and percentage of rebate and duration are determined separately by the City, County, and School District. The current City of Salina adopted plan is a 4-year plan running from 2015-2019. It allows for a 10-year rebate and provides rebates from 25% to 100% depending on year in plan and type of improvement. To receive an NRA, taxpayers must submit an application, which undergoes due diligence and analysis before being approved by the City. If the NRA is approved, each year, the applicant must submit proof that property taxes have been paid in full. Because the rebate is not given until after improvements are put in place and property taxes paid, there are no provisions for recapturing taxes. The City of Salina approves NRAs on an individual basis. 69 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) K. Tax Abatements (Continued) 2019 Property/Business Name Address Type Rebate Paid Serio Guzman 241 N. Front Street Res 111$ Christina Litwiller 148 N. 12th Street Res 72 Jeremy Cessna 219 N. Front Street Res 77 William & Mary Warhurst 714 Park Street Res 15 Holly Fain 204 Forest Avenue Res 110 Arlene Cox 200 Forest Avenue Res 110 Gloria Williams 903 N. 10th Street Res 80 Michelle Rogan 240 S. Clark Street Res 96 Samuel A. Rock 1329 N. 4th Street Res 16 Jessica A. Ziegler 221 N. 2nd Street Res 109 Devin or Jessica Know 207 N. Penn Res 156 Ravey Investments LLC 157 N. Seventh, 203 W. Ash, 205 W. Ash, 207 W. Ash & 209 W. Ash Com 581 Lamont Outland 1206 N. 7th Street Res 93 Michelle Bunch 634 N. 8th Street Res 91 Jermaine and Tykea Polk 226 N. 2nd Street Res 116 Mary Marshall 937 N. 3rd Street Res 86 Angela Fishburn 1219 N. 8th Street Res 87 Kress Building LLC 134 S. Santa Fe Ave Com 411 Heritage at Hawthorne Partners, LL715 N. 9th Street Com 1,527 Will & Mary Warhurst 809 W. Ash Res 121 Donnie & Ramona Marrs 2035 E. Iron #300R Res 859 TJTM, Inc. 2035 E. Iron #213C/105R/302R/202R/205R/006R/301RA/301 RB/001R/002R/003R/004R/005R Res 5,359 Troy Valcil 853 Navaho Res 62 Michelle Malone 815 N. 2nd Street Res 2 Timothy & Linda Rickman 719 E. Ash Res 140 Yvette Gelinas 1115 N. 8th Street Res 90 Charles H Carroll Jr Trust 156-158 S. Santa Fe Com 4,149 Pestinger Enterprises LLC 2035 E. Iron Avenue, Unit #306R Res 1,300 Latisha Pierce 705 N. 2nd Street Res 251 Tanya Shiehzadeh 703 N. 2nd Street Res 208 Robert & Brenda Burns 1205 N. 4th Street Res 160 Property Partners LLC 116 & 118 N. Santa Fe (2nd Floor Loft Apartments) Com 1,284 Phill Hemmer 2035 E. Iron Avenue, Unit #203R Res 1,615 AP Property Holdings, LLC 201 E. Iron Avenue Com 9,578 Gregory Davis 156-158 N. 11th Street Res 519 Micheal Money 2035 E. Iron Avenue, Unit #206R Res 1,174 Traniesh Byrd 701 N. 2nd Street Res 178 Mark Martin Living Trust 2035 E. Iron #104R Com 818 AKKJ, LLC 2035 E Iron #304R Res 835 Kevin & Rebecca Poland 601 Johnstown Res 36 Jana Endsley 1321 N. 3rd Street Res 177 Kanesha Samilton 214 W. Grand Avenue Res 227 Maria E Padilla 810 N. 5th Street Res 280 Kansas Property Investors, LLC, 230 S. Broadway Blvd Com 1,400 JK Webb Properties LLC 120 S. Santa Fe Avenue Com 1,981 Alan and Nancy Franzen 1413 Arapahoe Res 184 Brandon Sears 900 N. 12th Street Res 22 Santa Fe Properties, LLC 131 N. Santa Fe Avenue/128 S. Santa Fe Avenue Com 2,231 Rusty A Leister Living Trust 600 N. Santa Fe Avenue Com 2,352 Heritage at Hawthorne Partners II, LLC.715 N. 9th Street, Phase II Com 1,750 Christopher Helmer 619 N. 5th Street Com 762 Christopher Helmer 545 N. 12th Street Res 203 Total 44,248$ Neighborhood Revitalization Act (NRA) 70 CITY OF SALINA, KANSAS NOTES TO THE BASIC FINANCIAL STATEMENTS December 31, 2019 Note 5. OTHER INFORMATION (Continued) L. Subsequent Events On April 29, 2020, the City issued Series 2020-A general obligation internal improvement bonds in the amounts of $5,210,000. Proceeds from the bonds will be used to provide long-term financing for a portion of the costs of certain public improvements within the City and to retire a portion of the City’s outstanding general obligation temporary notes. The City will make the first payment on the bonds on October 1, 2021and the last payment on October 1, 2035. The interest rate on the bonds ranges from 2.00% to 3.00%. Also on April 29, 2020, the City issued Series 2020-1 temporary notes in the amounts of $7,050,000. Proceeds from the notes will be used to finance certain public improvements within the City. The maturity date of the temporary notes is May 1, 2021 and the interest rate on the notes is 1.00%. On January 30, 2020 the World Health Organization declared the Coronavirus outbreak as a “Public Health Emergency of International Concern” and on March 11, 2020, declared it to be a pandemic. Actions were taken to help mitigate the spread of the virus, including social-distancing, quarantines and forced closures of certain types of public places and businesses. Management is unable to quantify the financial and other impacts to the City’s financial position but believes a material impact is reasonably possible. 5(48,5('6833/(0(17$5<,1)250$7,21 71 CITY OF SALINA, KANSAS REQUIRED SUPPLEMENTARY INFORMATION OTHER POSTEMPLOYMENT BENEFITS Schedule of Changes in the City’s Total OPEB Liability and Related Ratios Last Ten Fiscal Years* Total OPEB liability 2019 2018 Service cost 249,957$ 226,762$ Interest 125,877 128,578 Benefit paid [157,465] [265,000] Changes in assumptions [186,344] 90,918 Net change in total OPEB liability 32,025 181,258 Total OPEB liability - beginning 3,487,302 3,306,044 Total OPEB liability - ending 3,519,327$ 3,487,302$ Covered payroll 25,232,129$ 24,740,225$ Total OPEB liability as a percentage of covered-employee payroll 13.95% 14.10% Actuarially determined contribution 157,465$ 265,000$ Actual contribution 157,465$ 265,000$ Contributions as a percentage of covered payroll 0.62% 1.07% * - Data became available with the inception of GASB 75 during fiscal year 2018, therefore 10 years of data is unavailable. 72 CITY OF SALINA, KANSAS REQUIRED SUPPLEMENTARY INFORMATION (CONTINUED) OTHER POSTEMPLOYMENT BENEFITS - KPERS Schedule of Changes in the City’s Total OPEB Liability and Related Ratios Last Ten Fiscal Years* Total OPEB liability 2019 2018 Service cost 52,863$ 52,380$ Interest 22,667 17,061 Effect of economic/demographic gains or losses [95,243] 75,173 Effect of assumptions changes or inputs 7,614 [6,574] Benefit payments [28,432][30,368] Net change in total OPEB liability [40,531] 107,672 Total OPEB liability - beginning 546,926 439,254 Total OPEB liability - ending 506,395$ 546,926$ Covered payroll 13,991,543$ 13,652,194$ Total OPEB liability as a percentage of covered-employee payroll 3.62% 4.01% Actuarially determined contribution 147,114$ 109,466$ Actual contribution 147,114$ 109,466$ Contributions as a percentage of covered payroll 1.05% 0.80% 73 CITY OF SALINA, KANSAS REQUIRED SUPPLEMENTARY INFORMATION (CONTINUED) KPERS PENSION PLAN Schedule of the City’s Proportionate Share of the Net Pension Liability Last Ten Fiscal Years* Police and Police and Police and Police and Police and Local Firemen Local Firemen Local Firemen Local Firemen Local Firemen 12/31/15 12/31/15 12/31/16 12/31/16 12/31/17 12/31/17 12/31/18 12/31/18 12/31/19 12/31/19 City's proportion of the net pension liability 0.764% 2.258% 0.761% 2.180%0.811% 2.191% 0.790% 2.081% 0.796% 2.074% City's proportionate share of the net pension liability 10,027,679$ 16,395,794$ 11,770,699$ 20,251,512$ 11,753,246$ 20,546,882$ 11,014,328$ 20,019,473$ 11,123,112$ 20,993,820$ City's covered-employee payroll 12,931,197$ 10,161,866$ 13,251,236$ 10,730,033$ 13,548,056$ 10,593,419$ 13,944,989$ 10,441,055$ 14,366,294$ 10,859,219$ City's proportionate share of the net pension liability as a percentage of its covered-employee payroll 77.55% 161.35% 88.83% 188.74% 86.75% 193.96% 78.98% 191.74% 77.43% 193.33% Plan fiduciary net position as a percentage of the total pension liability 71.98% 74.60% 68.55% 69.30% 72.15% 70.99% 74.22% 71.53% 75.02% 71.22% *The amounts presented for each fiscal year were determined as of 12/31. Data became available with the inception of GASB 68 during fiscal year 2015, therefore 10 years of data is unavailable. Schedule of the City’s Contributions Last Ten Fiscal Years* Police and Police and Police and Police and Police and Local Firemen Local Firemen Local Firemen Local Firemen Local Firemen 12/31/15 12/31/15 12/31/16 12/31/16 12/31/17 12/31/17 12/31/18 12/31/18 12/31/19 12/31/19 Contractually required contribution 1,256,217$ 2,527,995$ 1,243,711$ 2,361,273$ 1,179,745$ 1,986,933$ 1,205,334$ 2,181,617$ 1,328,915$ 2,497,473$ Contributions in relation to the contractually required contribution 1,256,217 2,527,995 1,243,711 2,361,273 1,179,745 1,986,933 1,205,334 2,181,617 1,328,915 2,497,473 Contribution deficiency [excess] -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ City's covered-employee payroll 13,251,236$ 10,730,033$ 13,548,056$ 10,593,419$ 13,944,989$ 10,441,055$ 14,366,294$ 10,859,219$ 14,948,415$ 11,285,465$ Contributions as a percentage of covered employee payroll 9.48% 23.56% 9.18% 22.29% 8.46% 19.03% 8.39% 20.09% 8.89% 22.13% *Data became available with the inception of GASB 68 during fiscal year 2015, therefore 10 years of data is unavailable. 74 CITY OF SALINA, KANSAS COMBINING STATEMENTS - NONMAJOR FUNDS Special revenue funds are used to account for specific revenues that are legally restricted to expenditure for particular purposes. Bicentennial center fund - To account for the activities of the City's convention center. Business improvement district fund - State law allows businesses within an area to voluntarily establish an improvement City. This fund is used to account for the assessments made on the District. All revenues are to be used within the Business Improvement District. Neighborhood park fund - To account for fees collected from new residential building projects in Salina. Expenditures are for acquisition or development of neighborhood parks in the growing areas of the community. Special parks and recreation fund - To account for liquor tax revenues, which must be used for park maintenance and improvements. Special alcohol fund - To account for liquor tax revenues, which must be used for programs, which address prevention, education or intervention for drug and alcohol abuse. Community development revolving fund - To account for funds, which may be loaned for housing and economic development, purposes, to later be repaid and reused on a revolving basis. Sales tax economic development fund - To account for 2.34% of the .75 cent sales tax designated for economic Development purposes. Downtown TIF District #1 fund – To account for revenues and expenditures related to the Tax Increment Financing District that was formed as part of the Downtown Revitalization Project. South 9th CID fund -To account for incremental sales tax revenues received and disbursed back to the developer as part of the Community Improvement District formed in 2015. State Grants fund – To account for grant revenue and expenditures received from the State of Kansas. 911 communications fund - To account for transitioning the receipt and administration of 911 fees to the City from the Kansas Department of Revenue and Saline County, as the City is now the public answering point. Monies will be used to pay for 911 related services. Kenwood cove capital fund - To account for the Special Sales Tax proceeds to be used to provide for long-term capital maintenance activity at the facility. Special law enforcement fund - To account for revenues received from the sale of forfeited assets acquired during drug enforcement activities. Expenses are limited to capital items to be used for further drug enforcement activities. Police grants fund - To account for revenues from grants, which are to be used for special police activities, including the D.A.R.E. program Federal grants fund - To account for grants received from the federal government to be used to monitor and mediate fair housing complaints. D.A.R.E. donations fund - To account for donations to the D.A.R.E. program. War memorial maintenance fund - To account for monies to be used for maintenance of the local war memorial. Arts & humanities fund - To account for revenues and expenses associated with arts and humanities activities. Federal CARE grant fund - To account for revenue and expenses associated with the CARE Grant. Police Department federal forfeiture funds - To account for revenue and expenses associated with federal Equitable Sharing Program funds. 75 CITY OF SALINA, KANSAS COMBINING STATEMENTS - NONMAJOR FUNDS NONMAJOR SPECIAL REVENUE FUNDS - CONTINUED Homeowners’ assistance fund - To receive donations and/or other funds to assist low and moderate income persons in improving their homes. Private grants fund – To account for revenues and expenditures related to grants received from private entities with specific purposes. Animal shelter donations fund – To accumulate donations and account for expenses to benefit the animal shelter. NONMAJOR PERMANENT FUNDS Permanent funds are used to report resources that are legally restricted to the extent that only earnings, not principal, may be used for purposes that support the reporting government’s programs. Cemetery endowment fund - To account for amounts expended for perpetual care of the City cemetery. Interest earnings are used for cemetery maintenance. Mausoleum endowment fund - To account for amounts charged for perpetual care of the City mausoleum. Interest earnings are used for mausoleum maintenance. Tricentennial commission fund - To account for donations to be used to celebrate the nation's tricentennial in the year 2076. Total Total Nonmajor Total Nonmajor Nonmajor Debt Nonmajor Special Revenue Permanent Service Governmental Funds Funds Fund Funds ASSETS Cash and investments 3,371,618$ 527,536$ 962,774$ 4,861,928$ Receivables Accounts 2,012 --2,012 Total assets 3,373,630$ 527,536$ 962,774$ 4,863,940$ LIABILITIES AND FUND BALANCES Liabilities: Accounts payable 170,244$ -$23,179$ 193,423$ Total liabilities 170,244 -23,179 193,423 Fund balances: Restricted 570,175 - 939,595 1,509,770 Committed 2,487,479 527,536 - 3,015,015 Assigned 145,732 --145,732 Total fund balances 3,203,386 527,536 939,595 4,670,517 Total liabilities and fund balances 3,373,630$ 527,536$ 962,774$ 4,863,940$ CITY OF SALINA, KANSAS COMBINING BALANCE SHEET NONMAJOR GOVERNMENTAL FUNDS December 31, 2019 See independent auditor's report on the financial statements. 76 Total Total Nonmajor Total Nonmajor Nonmajor Debt Nonmajor Special Revenue Permanent Service Governmental Funds Funds Fund Funds REVENUES Taxes 822,506$ -$ -$ 822,506$ Intergovernmental 1,264,173 - 523,392 1,787,565 Charges for services 486,443 8,027 - 494,470 Licenses and permits 4,500 - - 4,500 Investment revenue 9,262 5,343 14,828 29,433 Donations 90,084 - - 90,084 Miscellaneous 43,956 --43,956 Total revenues 2,720,924 13,370 538,220 3,272,514 EXPENDITURES Current Culture and recreation 1,667,994 - - 1,667,994 Public safety 256,444 - - 256,444 Public health and sanitation 303,950 - - 303,950 Planning and development 396,101 - - 396,101 Miscellaneous - 35 - 35 Debt service Principal retirement - - 185,000 185,000 Interest and other charges - - 47,278 47,278 Capital outlay 1,096,882 --1,096,882 Total expenditures 3,721,371 35 232,278 3,953,684 Excess [deficiency] of revenues over [under] expenditures [1,000,447] 13,335 305,942 [681,170] Other financing sources [uses] Transfers in 1,472,014 --1,472,014 Total other financing sources [uses]1,472,014 --1,472,014 Net change in fund balance 471,567 13,335 305,942 790,844 Fund balance - Beginning of year 2,713,491 514,201 633,653 3,861,345 Prior period adjustment 18,328 --18,328 Fund balance - Beginning of year, restated 2,731,819 514,201 633,653 3,879,673 Fund balance - End of year 3,203,386$ 527,536$ 939,595$ 4,670,517$ For the Year Ended December 31, 2019 CITY OF SALINA, KANSAS COMBINING STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES NONMAJOR GOVERNMENTAL FUNDS See independent auditor's report on the financial statements. 77 Business Special Bicentennial Improvement Neighborhood Parks & Special Center District Park Recreation Alcohol ASSETS Cash and investments 262,848$ 4,661$ 28,751$ 352,039$ 234$ Receivables Accounts -2,012 --- Total assets 262,848$ 6,673$ 28,751$ 352,039$ 234$ LIABILITIES AND FUND BALANCES Liabilities: Accounts payable 62,865$ -$-$3,173$-$ Total liabilities 62,865 --3,173 - Fund balance: Restricted - 6,673 - 348,866 234 Committed 199,983 - 28,751 - - Assigned ----- Total fund balance [deficit]199,983 6,673 28,751 348,866 234 Total liabilities and fund balances 262,848$ 6,673$ 28,751$ 352,039$ 234$ CITY OF SALINA, KANSAS COMBINING BALANCE SHEET NONMAJOR SPECIAL REVENUE FUNDS For the Year Ended December 31, 2019 Community Sales Tax Downtown Development Economic TIF South State 911 Revolving Development District #1 9th CID Grants Communications 186,307$ 714,710$ 435,642$ 23,828$ 6,493$ 521,108$ ------ 186,307$ 714,710$ 435,642$ 23,828$ 6,493$ 521,108$ -$6,147$ -$22,554$ -$71,803$ -6,147 -22,554 -71,803 186,307 ---- - - 708,563 435,642 1,274 6,493 303,573 -----145,732 186,307 708,563 435,642 1,274 6,493 449,305 186,307$ 714,710$ 435,642$ 23,828$ 6,493$ 521,108$ See independent auditor's report on the financial statements. 7 Kenwood Special Cove Law Police Federal DARE Capital Enforcement Grants Grants Donations ASSETS Cash and investments 135,189$ 82$-$ 41,125$ 28,571$ Receivables Accounts ----- Total assets 135,189$ 82$-$41,125$28,571$ LIABILITIES AND FUND BALANCES Liabilities: Accounts payable -$-$-$-$458$ Total liabilities ----458 Fund balance: Restricted ----- Committed 135,189 82 - 41,125 28,113 Assigned ----- Total fund balance [deficit]135,189 82 -41,125 28,113 Total liabilities and fund balances 135,189$ 82$-$41,125$28,571$ CITY OF SALINA, KANSAS COMBINING BALANCE SHEET NONMAJOR SPECIAL REVENUE FUNDS (Continued) For the Year Ended December 31, 2019 Police War Federal Department Animal Memorial Arts & CARE Federal Homeowners' Private Shelter Maintenance Humanities Grant Forfeiture Funds Assistance Grants Donations Totals 30,730$ 50,141$ 26,141$ 99$ 16,845$ 1,954$ 504,120$ 3,371,618$ -------2,012 30,730$ 50,141$ 26,141$ 99$16,845$ 1,954$ 504,120$ 3,373,630$ -$377$-$ -$-$-$2,867$ 170,244$ -377 ----2,867 170,244 - - 26,141 - - 1,954 - 570,175 30,730 49,764 - 99 16,845 - 501,253 2,487,479 -------145,732 30,730 49,764 26,141 99 16,845 1,954 501,253 3,203,386 30,730$ 50,141$ 26,141$ 99$16,845$ 1,954$ 504,120$ 3,373,630$ See independent auditor's report on the financial statements. 7 Business Special Bicentennial Improvement Neighborhood Parks & Special Center District Park Recreation Alcohol Revenues Taxes -$-$-$-$-$ Intergovernmental - - - 227,304 227,304 Charges for services - 83,916 - - - Licenses and permits - - 4,500 - - Investment revenue - - - - - Donations - - - - - Miscellaneous ----- Total Revenues -83,916 4,500 227,304 227,304 Expenditures Current Culture and recreation 663,614 - - - - Public safety - - - - - Public health and sanitation - - - - 227,304 Planning and development - 85,201 - - - Capital outlay ---150,959 - Total Expenditures 663,614 85,201 -150,959 227,304 Excess [deficiency] of revenues over [under] expenditures [663,614] [1,285] 4,500 76,345 - Other financing sources [uses] Transfers in 765,916 ---- Total other financing sources [uses] 765,916 ---- Net change in fund balance 102,302 [1,285] 4,500 76,345 - Fund balance, beginning of year 97,681 7,958 24,251 272,521 234 Prior period adjustment ----- Fund balance, beginning of year, restated 97,681 7,958 24,251 272,521 234 Fund balance, end of year 199,983$ 6,673$ 28,751$ 348,866$ 234$ For the Year Ended December 31, 2019 CITY OF SALINA, KANSAS COMBINING STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES NONMAJOR SPECIAL REVENUE FUNDS Community Sales Tax Downtown Development Economic TIF South State 911 Revolving Development District #1 9th CID Grants Communications -$ 344,976$ 234,765$ 242,765$ -$-$ ----351,254 344,954 ----- - ----- - - - 4,688 27 - 4,234 ----- - ---13,411 -- -344,976 239,453 256,203 351,254 349,188 ----- - -----256,444 ----- - - - 41,767 256,176 - - -533,898 --352,774 - -533,898 41,767 256,176 352,774 256,444 -[188,922]197,686 27 [1,520] 92,744 ------ ------ -[188,922]197,686 27 [1,520] 92,744 186,307 897,485 237,956 1,247 8,013 356,561 ------ 186,307 897,485 237,956 1,247 8,013 356,561 186,307$ 708,563$ 435,642$ 1,274$ 6,493$ 449,305$ See independent auditor's report on the financial statements.  Kenwood Special Cove Law Police Federal DARE Capital Enforcement Grants Grants Donations Revenues Taxes -$ -$-$-$-$ Intergovernmental - - 25,557 37,800 - Charges for services ----- Licenses and permits ----- Investment revenue ----- Donations ----- Miscellaneous ----15,752 Total Revenues --25,557 37,800 15,752 Expenditures Current Culture and recreation - ---- Public safety ----- Public health and sanitation ----- Planning and development - - - - 12,957 Capital outlay 39,910 -19,341 -- Total Expenditures 39,910 -19,341 -12,957 Excess [deficiency] of revenues over [under] expenditures [39,910] -6,216 37,800 2,795 Other financing sources [uses] Transfers in 68,350 ---- Total other financing sources [uses] 68,350 ---- Net change in fund balance 28,440 -6,216 37,800 2,795 Fund balance, beginning of year 106,749 82 [24,544] 3,325 25,318 Prior period adjustment --18,328 -- Fund balance, beginning of year, restated 106,749 82 [6,216] 3,325 25,318 Fund balance, end of year 135,189$ 82$ -$ 41,125$ 28,113$ CITY OF SALINA, KANSAS COMBINING STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES NONMAJOR SPECIAL REVENUE FUNDS (Continued) For the Year Ended December 31, 2019 Police War Federal Department Animal Memorial Arts & CARE Federal Homeowners' Private Shelter Maintenance Humanities Grant Forfeiture Funds Assistance Grants Donations Totals -$-$-$-$-$-$-$ 822,506$ - - - - - - 50,000 1,264,173 - 402,527 - - - - - 486,443 --- ----4,500 313 - - - - - - 9,262 - - - - - - 90,084 90,084 -12,163 --2,630 --43,956 313 414,690 --2,630 -140,084 2,720,924 - 1,004,380 - - - - - 1,667,994 - - - - - - - 256,444 - - - - - - 76,646 303,950 - - - - - - - 396,101 -------1,096,882 -1,004,380 ----76,646 3,721,371 313 [589,690] --2,630 -63,438 [1,000,447] -637,748 -----1,472,014 -637,748 -----1,472,014 313 48,058 --2,630 -63,438 471,567 30,417 1,706 26,141 99 14,215 1,954 437,815 2,713,491 -------18,328 30,417 1,706 26,141 99 14,215 1,954 437,815 2,731,819 30,730$ 49,764$ 26,141$ 99$16,845$ 1,954$ 501,253$3,203,386$ See independent auditor's report on the financial statements.  Cemetery Mausoleum Tricentennial ASSETS Endowment Endowment Commission Total Cash and investments 519,578$ 2,063$ 5,895$ 527,536$ Total assets 519,578$ 2,063$ 5,895$ 527,536$ LIABILITIES AND FUND BALANCES Liabilities Accounts payable -$-$-$-$ Total liabilities ---- Fund balances Committed 519,578 2,063 5,895 527,536 Total liabilities and fund balances 519,578$ 2,063$ 5,895$ 527,536$ CITY OF SALINA, KANSAS COMBINING BALANCE SHEET December 31, 2019 NONMAJOR PERMANENT FUNDS See independent auditor's report on the financial statements. 82 Cemetery Mausoleum Tricentennial Endowment Endowment Commission Total Revenues Charges for services 8,027$ -$-$ 8,027$ Investment revenue 5,262 21 60 5,343 Total revenues 13,289 21 60 13,370 Expenditures Miscellaneous 35 --35 Total expenditures 35 --35 Net change in fund balance 13,254 21 60 13,335 Fund balances - beginning of year 506,324 2,042 5,835 514,201 Fund balances - end of year 519,578$ 2,063$ 5,895$ 527,536$ NONMAJOR PERMANENT FUNDS For the Year Ended December 31, 2019 CITY OF SALINA, KANSAS COMBINING STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES See independent auditor's report on the financial statements. 83 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) BICENTENNIAL CENTER FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Investment revenue -$10,000$ 10,000$ (10,000)$ Total revenues -10,000 10,000 (10,000) Expenditures Culture and recreation 663,614 725,000 725,000 61,386 Total expenditures 663,614 725,000 725,000 61,386 Excess [deficiency] of revenues over [under] expenditures [663,614][715,000][715,000]51,386 Other financing sources [uses] Transfers in 765,916 754,496 754,496 11,420 Total other financing sources [uses]765,916 754,496 754,496 11,420 Excess [deficiency] of revenues and other sources over [under] expenditures and other [uses] 102,302 39,496 39,496 62,806 Unreserved fund balance, January 1 97,681 27,647 27,647 70,034 Unreserved fund balance/GAAP fund balance December 31 199,983$ 67,143$ 67,143$ 132,840$ Budgeted Amounts See independent auditor's report on the financial statements. 84 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) BUSINESS IMPROVEMENT DISTRICT FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Charges for services 83,701$ 90,513$ 90,513$ [6,812]$ Investment revenue - 15 15 [15] Total revenues 83,701 90,528 90,528 [6,827] Expenditures Planning and development 85,201 90,500 90,500 5,299 Total expenditures 85,201 90,500 90,500 5,299 Excess [deficiency] of revenues over [under] expenditures [1,500] 28 28 [1,528] Unreserved fund balance, January 1 6,161 13,303 13,303 [7,142] Unreserved fund balance, December 31 4,661 13,331$ 13,331$ [8,670]$ Reconciliation to GAAP Accounts receivable 2,012 GAAP Fund Balance, December 31 6,673$ Budgeted Amounts See independent auditor's report on the financial statements. 85 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) NEIGHBORHOOD PARK FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Licenses and permits 4,500$ 5,500$ 5,500$ [1,000]$ Investment revenue -50 50 [50] Total revenues 4,500 5,550 5,550 [1,050] Expenditures Capital outlay -10,000 10,000 10,000 Total expenditures -10,000 10,000 10,000 Excess [deficiency] of revenues over [under] expenditures 4,500 [4,450] [4,450] 8,950 Unreserved fund balance, January 1 24,251 32,099 32,099 [7,848] Unreserved fund balance/GAAP fund balance December 31 28,751$ 27,649$ 27,649$ 1,102$ Budgeted Amounts See independent auditor's report on the financial statements. 86 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) SPECIAL PARKS AND RECREATION FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Intergovernmental 227,304$ 213,751$ 213,751$ 13,553$ Investment revenue -100 100 [100] Total revenues 227,304 213,851 213,851 13,453 Expenditures Capital outlay 885 259,000 259,000 258,115 Total expenditures 885 259,000 259,000 258,115 Excess [deficiency] of revenues over [under] expenditures 226,419 [45,149] [45,149] 271,568 Unreserved fund balance, January 1 122,447 109,993 109,993 12,454 Unreserved fund balance/GAAP fund balance December 31 348,866$ 64,844$ 64,844$ 284,022$ Budgeted Amounts See independent auditor's report on the financial statements. 87 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) SPECIAL ALCOHOL FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Intergovernmental 227,304$ 213,751$ 250,000$ [22,696]$ Total revenues 227,304 213,751 250,000 [22,696] Expenditures Public health and sanitation 227,304 213,751 250,000 22,696 Total expenditures 227,304 213,751 250,000 22,696 Excess [deficiency] of revenues over [under] expenditures ---- Unreserved fund balance, January 1 234 164 234 - Unreserved fund balance/GAAP fund balance December 31 234$ 164$ 234$ -$ Budgeted Amounts See independent auditor's report on the financial statements. 88 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) SALES TAX ECONOMIC DEVELOPMENT FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Taxes 344,976$ 354,987$ 354,987$ [10,011]$ Investment revenue -2,000 2,000 [2,000] Total revenues 344,976 356,987 356,987 [12,011] Expenditures Capital outlay 533,898 480,000 555,000 21,102 Total expenditures 533,898 480,000 555,000 21,102 Excess [deficiency] of revenues over [under] expenditures [188,922] [123,013] [198,013] 9,091 Unreserved fund balance, January 1 897,485 878,081 897,485 - Unreserved fund balance/GAAP fund balance December 31 708,563$ 755,068$ 699,472$ 9,091$ Budgeted Amounts See independent auditor's report on the financial statements. 89 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) ARTS & HUMANITIES FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Charges for services 402,527$ 320,400$ 320,400$ 82,127$ Miscellaneous 12,163 99,800 99,800 [87,637] Total revenues 414,690 420,200 420,200 [5,510] Expenditures Culture and recreation 1,004,380 1,066,349 1,066,349 61,969 Total expenditures 1,004,380 1,066,349 1,066,349 61,969 Excess [deficiency] of revenues over [under] expenditures [589,690][646,149][646,149]56,459 Other financing sources [uses] Transfers in 637,748 665,000 665,000 [27,252] Total other financing sources [uses]637,748 665,000 665,000 [27,252] Excess [deficiency] of revenues and other sources over [under] expenditures and other [uses] 48,058 18,851 18,851 29,207 Unreserved fund balance, January 1 1,706 63,793 63,793 [62,087] Unreserved fund balance/GAAP fund balance December 31 49,764$ 82,644$ 82,644$ [32,880]$ Budgeted Amounts See independent auditor's report on the financial statements. 90 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) DEBT SERVICE FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Taxes Real estate taxes 2,620,653$ 2,850,000$ 2,850,000$ [229,347]$ Delinquent taxes 43,289 55,000 55,000 [11,711] Motor vehicle taxes 305,502 287,142 287,142 18,360 Special assessments 1,540,285 1,710,000 1,710,000 [169,715] Investment revenue - 2,500 2,500 [2,500] Miscellaneous 94,519 --94,519 Total revenues 4,604,248 4,904,642 4,904,642 [300,394] Expenditures Debt Service Principal retirement 5,413,015 5,729,365 5,729,365 316,350 Interest and other charges 1,536,834 1,589,855 1,589,855 53,021 Total expenditures 6,949,849 7,319,220 7,319,220 369,371 Excess [deficiency] of revenues over [under] expenditures [2,345,601] [2,414,578] [2,414,578] 68,977 Other financing sources [uses] Transfers in 1,632,958 2,000,000 2,000,000 [367,042] Total other financing sources [uses]1,632,958 2,000,000 2,000,000 [367,042] Excess [deficiency] of revenues and other sources over [under] expenditures and other [uses] [712,643] [414,578] [414,578] [298,065] Unreserved fund balance, January 1 1,801,968 942,248 942,248 859,720 Unreserved fund balance, December 31 1,089,325 527,670$ 527,670$ 561,655$ Reconciliation to GAAP Taxes receivable 3,105,131 Deferred revenue [3,052,038] GAAP Fund Balance, December 31 1,142,418$ Budgeted Amounts See independent auditor's report on the financial statements.  CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN NET ASSETS - BUDGET AND ACTUAL (NON - GAAP BASIS) SOLID WASTE DISPOSAL FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Charges for services 3,073,363$ 2,369,000$ 2,369,000$ 704,363$ Investment revenue - 4,000 4,000 [4,000] Miscellaneous 416,369 32,000 32,000 384,369 Total revenues 3,489,732 2,405,000 2,405,000 1,084,732 Expenditures Public works 2,405,461 2,471,998 2,471,998 66,537 Total expenditures 2,405,461 2,471,998 2,471,998 66,537 Excess [deficiency] of revenues over [under] expenditures 1,084,271 [66,998] [66,998]1,151,269 Other financing sources [uses] Transfers [out][640,000][125,000] [125,000][515,000] Total other financing sources [uses][640,000][125,000] [125,000][515,000] Excess [deficiency] of revenues and other sources over [under] expenditures and other [uses] 444,271 [191,998] [191,998] 636,269 Unreserved fund balance, January 1 4,004,416 3,858,116 3,858,116 146,300 Unreserved fund balance, December 31 4,448,687$ 3,666,118$ 3,666,118$ 782,569$ Budgeted Amounts See independent auditor's report on the financial statements. 92 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN NET ASSETS - BUDGET AND ACTUAL (NON - GAAP BASIS) WATER AND SEWER FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Charges for services 20,135,245$ 20,950,319$ 20,950,319$ [815,074]$ Investment revenue - 25,000 25,000 [25,000] Miscellaneous 4,880 10,000 10,000 [5,120] Total revenues 20,140,125 20,985,319 20,985,319 [845,194] Expenditures Public works 10,990,480 15,007,493 15,007,493 4,017,013 Total expenditures 10,990,480 15,007,493 15,007,493 4,017,013 Excess [deficiency] of revenues over [under] expenditures 9,149,645 5,977,826 5,977,826 3,171,819 Other financing sources [uses] Transfers in - 122,200 122,200 [122,200] Transfers [out][7,790,425][6,800,000][6,800,000][990,425] Total other financing sources [uses][7,790,425][6,677,800][6,677,800][1,112,625] Excess [deficiency] of revenues and other sources over [under] expenditures and other [uses] 1,359,220 [699,974] [699,974] 2,059,194 Unreserved fund balances, January 1 12,283,191 10,134,124 10,134,124 2,149,067 Unreserved fund balances, December 31 13,642,411$ 9,434,150$ 9,434,150$ 4,208,261$ Budgeted Amounts See independent auditor's report on the financial statements. 93 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN NET ASSETS - BUDGET AND ACTUAL (NON - GAAP BASIS) SANITATION FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Charges for services 3,228,431$ 3,450,000$ 3,450,000$ [221,569]$ Investment revenue -3,500 3,500 [3,500] Total revenues 3,228,431 3,453,500 3,453,500 [225,069] Expenditures Public works 2,479,468 3,136,223 3,136,223 656,755 Total expenditures 2,479,468 3,136,223 3,136,223 656,755 Excess [deficiency] of revenues over [under] expenditures 748,963 317,277 317,277 431,686 Other financing sources [uses] Transfers [out][491,500][411,500][411,500][80,000] Total other financing sources [uses][491,500][411,500][411,500][80,000] Excess [deficiency] of revenues and other sources over [under] expenditures and other [uses] 257,463 [94,223] [94,223] 351,686 Unreserved fund balance, January 1 1,468,134 1,695,957 1,695,957 [227,823] Unreserved fund balances, December 31 1,725,597$ 1,601,734$ 1,601,734$ 123,863$ Budgeted Amounts See independent auditor's report on the financial statements. 94 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN NET ASSETS - BUDGET AND ACTUAL (NON - GAAP BASIS) GOLF COURSE FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Charges for services 809,636$ 845,997$ 845,997$ [36,361]$ Investment revenue - 350 350 [350] Miscellaneous 97,562 120,000 120,000 [22,438] Total revenues 907,198 966,347 966,347 [59,149] Expenditures Recreation 935,700 955,806 955,806 20,106 Total expenditures 935,700 955,806 955,806 20,106 Excess [deficiency] of revenues over [under] expenditures [28,502]10,541 10,541 [39,043] Other financing sources [uses] Transfers [out]---- Total other financing sources [uses]---- Excess [deficiency] of revenues and other sources over [under] expenditures and other [uses] [28,502] 10,541 10,541 [39,043] Unreserved fund balance, January 1 50,211 128,476 128,476 [78,265] Unreserved fund balances, December 31 21,709$ 139,017$ 139,017$ [117,308]$ Budgeted Amounts See independent auditor's report on the financial statements. 95 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) WORKERS' COMPENSATION RESERVE FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Charges for services 312,852$ 312,933$ 312,933$ [81]$ Investment revenue - 2,500 2,500 [2,500] Miscellaneous 109 3,000 3,000 [2,891] Total revenues 312,961 318,433 318,433 [5,472] Expenditures General government 336,880 430,418 430,418 93,538 Total expenditures 336,880 430,418 430,418 93,538 Excess [deficiency] of revenues over [under] expenditures [23,919] [111,985] [111,985] 88,066 Unreserved fund balance, January 1 1,086,849 761,583 761,583 325,266 Unreserved fund balances, December 31 1,062,930$ 649,598$ 649,598$ 413,332$ Budgeted Amounts See independent auditor's report on the financial statements. 96 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) HEALTH INSURANCE FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Charges for services 6,055,450$ 7,523,584$ 6,200,000$ [144,550]$ Investment revenue - 5,000 - - Miscellaneous 49,526 25,000 -49,526 Total revenues 6,104,976 7,553,584 6,200,000 [95,024] Expenditures General government 7,028,930 6,747,554 7,050,550 21,620 Total expenditures 7,028,930 6,747,554 7,050,550 21,620 Excess [deficiency] of revenues over [under] expenditures [923,954] 806,030 [850,550] [73,404] Unreserved fund balance, January 1 3,112,407 761,583 3,112,407 - Unreserved fund balances, December 31 2,188,453$ 1,567,613$ 2,261,857$ [73,404]$ Budgeted Amounts See independent auditor's report on the financial statements. 97 CITY OF SALINA, KANSAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (NON - GAAP BASIS) CENTRAL GARAGE FUND For the Year Ended December 31, 2019 Variance with Final Budget Positive Actual Original Final [Negative] Revenues Charges for services 1,430,533$ -$-$ 1,430,533$ Investment revenue - 40 40 [40] Miscellaneous 3,997 7,500 7,500 [3,503] Total revenues 1,434,530 7,540 7,540 1,426,990 Expenditures General government 1,474,000 1,564,012 1,564,012 90,012 Total expenditures 1,474,000 1,564,012 1,564,012 90,012 Excess [deficiency] of revenues over [under] expenditures [39,470][1,556,472][1,556,472]1,517,002 Other financing sources [uses] Transfers in 140,000 1,633,644 1,633,644 [1,493,644] Total other financing sources [uses]140,000 1,633,644 1,633,644 [1,493,644] Excess [deficiency] of revenues and other sources over [under] expenditures and other [uses] 100,530 77,172 77,172 23,358 Unreserved fund balance, January 1 54,128 1,130,194 1,130,194 [1,076,066] Unreserved fund balance, December 31 154,658$ 1,207,366$ 1,207,366$ [1,052,708]$ Budgeted Amounts See independent auditor's report on the financial statements. 98 99 CITY OF SALINA, KANSAS INTERNAL SERVICE FUNDS Internal service funds are used to account for the financing of goods or services provided by one agency to other departments or agencies of the government and to other governmental units on a cost reimbursement basis. Workers' compensation reserve fund - To account for the costs of providing a partially self-insured workers' compensation plan and for accumulating the necessary reserve amounts. Health insurance fund - To account for the costs of providing a partially self-insured health insurance and for accumulating the necessary reserve amounts. Central garage fund - To account for the accumulation and allocation for costs associated with the City's centralized vehicle repair shop. Total Workers' Internal Compensation Health Central Service ASSETS Reserve Insurance Garage Funds Current assets: Cash and investments 1,063,855$ 2,188,454$ 200,144$ 3,452,453$ Inventory and prepaid supplies --127,892 127,892 Total current assets 1,063,855 2,188,454 328,036 3,580,345 Capital assets: Capital assets - - 168,234 168,234 Less: accumulated depreciation --153,601 153,601 Total capital assets --14,633 14,633 Total assets 1,063,855 2,188,454 342,669 3,594,978 Deferred outflows of resources: KPERS OPEB deferred outflows of resources - - 2,832 2,832 Pension deferred outflows of resources --22,769 22,769 Total deferred outflows of resources --25,601 25,601 Total assets and deferred outflows of resources 1,063,855$ 2,188,454$368,270$3,620,579$ Liabilities: Current liabilities (payable from current assets): Accounts payable 925$ -$ 45,485$ 46,410$ Current portion of compensated absences payable - - 22,917 22,917 Current portion of accrued claims payable 159,754 489,418 -649,172 Total current liabilities (payable from current assets)160,679 489,418 68,402 718,499 Noncurrent liabilities: Compensated absences payable - - 8,529 8,529 Accrued claims payable 151,818 - - 151,818 Net KPERS OPEB obligation - - 10,128 10,128 Net pension liability --156,268 156,268 Total noncurrent liabilities 151,818 -174,925 326,743 Total liabilities 312,497 489,418 243,327 1,045,242 Deferred inflows of resources KPERS OPEB deferred inflows of resources - - 1,942 1,942 Pension deferred inflows of resources --7,667 7,667 Total deferred inflows of resources --9,609 9,609 Total liabilities and deferred inflows of resources 312,497$ 489,418$ 252,936$1,054,851$ Net Position Invested in capital assets, net of related debt -$-$ 14,633$ 14,633$ Unrestricted 751,358 1,699,036 100,701 2,551,095 Total net position 751,358$ 1,699,036$115,334$2,565,728$ CITY OF SALINA, KANSAS COMBINING STATEMENT OF NET POSITION INTERNAL SERVICE FUNDS December 31, 2019 See independent auditor's report on the financial statements. 100 Total Workers' Internal Compensation Health Central Service Reserve Insurance Garage Funds Operating revenues Charges for services 312,852$ 6,055,450$ 1,430,533$ 7,798,835$ Miscellaneous 109 49,526 10,668 60,303 Total operating revenues 312,961 6,104,976 1,441,201 7,859,138 Operating expenses General government 409,674 7,137,367 1,435,290 8,982,331 Depreciation --7,699 7,699 Total operating expenses 409,674 7,137,367 1,442,989 8,990,030 Operating income [loss][96,713] [1,032,391][1,788] [1,130,892] Nonoperating revenues [expenses] Investment revenue - - - - Total other operating revenues [expenses]- - - - Income [loss] before transfers [96,713] [1,032,391][1,788] [1,130,892] Transfers from [to] other funds Transfers in - - 140,000 140,000 Total transfers --140,000 140,000 Change in net position [96,713] [1,032,391] 138,212 [990,892] Net position, January 1 848,071 2,731,427 [22,878] 3,556,620 Net position, December 31 751,358$ 1,699,036$ 115,334$ 2,565,728$ COMBINING STATEMENT OF REVENUES, EXPENSES INTERNAL SERVICE FUND CITY OF SALINA, KANSAS For the Year Ended December 31, 2019 AND CHANGES IN NET POSITION See independent auditor's report on the financial statements. 101 Total Workers' Internal Compensation Health Central Service Reserve Insurance Garage Funds Cash flows from operating activities Cash received from customers and users 385,646$ 6,163,888$ 1,430,533$ 7,980,067$ Cash paid to suppliers of goods or services [409,516] [7,137,367] [1,187,563] [8,734,446] Cash paid to employees - - [288,556] [288,556] Other operating receipts 109 49,526 10,668 60,303 Net cash provided by [used in] operating activities [23,761] [923,953] [34,918] [982,632] Cash flows from investing activities Interest received ---- Cash flows from noncapital financing activities Transfers in --140,000 140,000 Net cash provided by [used in] noncapital financing activities --140,000 140,000 Net increase [decrease] in cash and cash equivalents [23,761] [923,953] 105,082 [842,632] Cash and cash equivalents, January 1 1,087,616 3,112,407 95,062 4,295,085 Cash and cash equivalents, December 31 1,063,855$ 2,188,454$200,144$ 3,452,453$ For the Year Ended December 31, 2019 CITY OF SALINA, KANSAS INTERNAL SERVICE FUNDS COMBINING STATEMENT OF CASH FLOWS See independent auditor's report on the financial statements.  Total Workers' Internal Compensation Health Central Service Reserve Insurance Garage Funds Reconciliation of operating [loss] income to net cash provided by [used in] operating activities Operating income [loss] [96,713]$ [1,032,391]$ [1,788]$ [1,130,892]$ Adjustments to reconcile operating income [loss] to net cash provided by [used in] operating activities Depreciation expense - - 7,699 7,699 [Increase] decrease in inventory - - [16,406] [16,406] [Increase] decrease in deferred outflows - - 1,085 1,085 Increase [decrease] in accounts payable 158 - [2,120] [1,962] Increase [decrease] in accrued compensated absences - - [27,942] [27,942] Increase [decrease] in net pension liability - - 1,719 1,719 Increase [decrease] in KPERS OPEB liability - - 4,659 4,659 Increase [decrease] in claims payable 72,794 108,438 - 181,232 Increase [decrease] in deferred inflows --[1,824] [1,824] Net cash provided by [used in] operating activities [23,761]$ [923,953]$ [34,918]$ [982,632]$ For the Year Ended December 31, 2019 CITY OF SALINA, KANSAS INTERNAL SERVICE FUNDS (Continued) COMBINING STATEMENT OF CASH FLOWS See independent auditor's report on the financial statements. 103 104 CITY OF SALINA, KANSAS AGENCY FUNDS Agency funds are used to account for assets held by the government as an agent for individuals, private organizations, other governments and/or other funds. Special assessment escrow agency fund - To account for property owners' prepayment on outstanding special assessments. Fire insurance proceeds agency fund - To account for insurance proceeds received for severely damaged buildings the insurance proceeds, plus interest, are returned to the property owners when the buildings are repaired or demolished. Payroll clearing agency fund - To account for interfund payroll receivables and payables for all City funds. Court bond and restitution agency fund - To account for bonds and restitution remitted to the court and awaiting court orders for distribution. Police investigation account agency fund - To account for monies held by the police department for use in investigations. Citizenship agency fund - To account for donations received and used for the citizenship fund. Section 125 plan agency fund - To account for monies held for the Section 125 plan. DTF federal forfeiture fund – To account for revenues and expenditures related to the sale of assets acquired during drug enforcement activities as they related to federal cases. Expenses are limited to equipment and training for the Drug Task Force. DTF local fund – To account for revenues and expenditures related to the sale of assets acquired during drug enforcement activities as they relate to local cases. Expenses are limited to equipment and training for the Drug Task Force. DTF reserve fund – To account for revenues and expenditures related to State of Kansas Drug Tax Distributions. Expenses are limited to equipment and training for the Drug Task Force. Beechcraft remediation settlement fund -To account for revenues and expenditures related to the bankruptcy of Beechcraft and the former Schilling Airforce Base remediation case. Bail bond escrow fund – To account for funds being held in escrow for bonds issued by Municipal Court. Special Fire Court Police Section Beechcraft Bail Assessment Insurance Payroll Bond and Investigation 125 DTF DTF Remediation Bond Escrow Proceeds Clearing Restitution Account Citizenship Plan Local Reserve Settlement Escrow Totals ASSETS: Cash and investments 116,682$ [1,012]$ [356,434]$ 22,527$ 3,383$ 28,827$ 197,372$30,068$46,313$181,235$ 1,135$270,096$ Total assets 116,682$ [1,012]$ [356,434]$ 22,527$ 3,383$ 28,827$ 197,372$30,068$46,313$181,235$ 1,135$270,096$ LIABILITIES: Accounts payable 116,682$ [1,012]$ [356,434]$ 22,527$ 3,383$ 28,827$ 197,372$30,068$46,313$181,235$ 1,135$270,096$ Total liabilities 116,682$ [1,012]$ [356,434]$ 22,527$ 3,383$ 28,827$ 197,372$30,068$46,313$181,235$ 1,135$270,096$ December 31, 2019 CITY OF SALINA, KANSAS COMBINING BALANCE SHEET AGENCY FUNDS See independent auditor's report on the financial statements.  Balance Balance December 31, December 31, 2018 Additions Deductions 2019 Cash and investments Special Assessment Escrow 108,806$ 7,876$ -$ 116,682$ Fire Insurance Proceeds 18,967 35,627 55,606 [1,012] Payroll Clearing [339,790] - 16,644 [356,434] Court Bond and Restitution 18,811 3,716 - 22,527 Police Investigation Account 3,381 2 - 3,383 Citizenship Trust 30,797 18,116 20,086 28,827 Section 125 Plan Fund 215,857 348,820 367,305 197,372 DTF Local 41,240 14,896 26,068 30,068 DTF Reserve 33,475 17,986 5,148 46,313 Beechcraft Remediation Settlement 179,386 1,849 - 181,235 Bail Bond Escrow 1,135 --1,135 Total Assets 312,065$ 448,888$ 490,857$ 270,096$ Accounts Payable Special Assessment Escrow 108,806$ 7,876$ -$ 116,682$ Fire Insurance Proceeds 18,967 35,627 55,606 [1,012] Payroll Clearing [339,790] - 16,644 [356,434] Court Bond and Restitution 18,811 3,716 - 22,527 Police Investigation Account 3,381 2 - 3,383 Citizenship Trust 30,797 18,116 20,086 28,827 Section 125 Plan Fund 215,857 348,820 367,305 197,372 DTF Local 41,240 14,896 26,068 30,068 DTF Reserve 33,475 17,986 5,148 46,313 Beechcraft Remediation Settlement 179,386 1,849 - 181,235 Bail Bond Escrow 1,135 --1,135 Total liabilities 312,065$ 448,888$ 490,857$ 270,096$ CITY OF SALINA, KANSAS COMBINING STATEMENT OF CHANGES IN ASSETS AND LIABILITIES For the Year Ended December 31, 2019 AGENCY FUNDS See independent auditor's report on the financial statements. 106 67$7,67,&$/6(&7,21 2010Amount % Amount % Amount % Amount % Amount % Amount % Amount % Amount % Amount % Amount %Governmental activitiesNet investment in capital assets 113,001$ 96% 109,289$ 93% 112,929$ 94% 116,585$ 90% 115,589$ 90% 130,401$ 122% 124,635$ 108% 129,921$ 105% 144,846$ 109% 151,527$ 110%Restricted 988 1% 1,712 1% 1,082 1% 1,210 1% 876 1% 1,224 1% 1,738 1% 2,012 2% 2,366 2% 1,670 1%Unrestricted3,808 3% 6,333 5% 5,511 5% 11,628 9% 11,413 9% (24,922) -23% (10,505) -9% (8,232) -7% (13,759) -10% (14,839) -11% Total governmental activities net position117,797$100% 117,334$100% 119,522$100% 129,423$100% 127,878$ 100% 106,703$ 100% 115,868$100% 123,701$100% 133,453$ 100% 138,358$ 100%Business-type activitiesNet investment in capital assets 48,078$ 75% 44,227$ 63% 50,857$ 69% 57,103$ 75% 61,721$ 75% 68,107$ 80% 62,427$ 71% 63,316$ 71% 62,368$ 69% 63,301$ 68%Restricted 1,553 2% 1,553 2% 1,553 2% 1,553 2% 1,512 2% 1,512 2% 1,512 2% 1,512 2% 1,512 2% 1,368 1%Unrestricted14,306 22% 24,528 35% 21,450 29% 17,794 23% 19,545 24% 15,610 18% 23,621 27% 24,255 27% 26,503 29% 28,883 31%Total business-type activities net position63,937$ 100% 70,308$ 100% 73,860$ 100% 76,450$ 100% 82,778$ 100% 85,229$ 100% 87,560$ 100% 89,083$ 100% 90,383$ 100% 93,552$ 100%Primary governmentNet investment in capital assets 161,080$ 89% 153,516$ 82% 163,786$ 85% 173,688$ 84% 177,311$ 84% 198,508$ 103% 187,062$ 92% 193,237$ 91% 207,213$ 93% 214,828$ 93%Restricted 2,541 1% 3,216 2% 2,635 1% 2,763 1% 2,388 1% 2,736 1% 3,250 2% 3,524 2% 3,878 2% 3,038 1%Unrestricted18,115 10% 30,867 16% 26,961 14% 29,422 14% 30,959 15% (9,312) -5% 13,116 6% 16,023 8% 12,744 6% 14,044 6%Total primary government net position181,736$100% 187,599$100% 193,382$100% 205,873$100% 210,658$ 100% 191,932$ 100% 203,428$100% 212,784$100% 223,835$ 100% 231,910$ 100%Source: City of Salina Comprehensive Annual Financial Reports, 2010 - 20192019201820172013201120162014Schedule 1City of Salina, KansasNet Position by ComponentLast Ten Fiscal Years20152012Fiscal Year(accrual basis of accounting)(in 000's) 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Expenses Governmental activities: General government 10,845$ 13,614$ 11,278$ 10,978$ 12,175$ 10,743$ 9,188$ 9,780$ 12,013$ 10,866$ Public safety 18,592 18,579 19,066 19,649 20,208 21,084 22,232 23,120 23,892 25,358 Public works 9,782 9,858 10,957 11,064 11,401 9,049 9,773 10,345 10,458 10,529 Public health and sanitation 1,365 1,368 1,383 1,369 347 995 1,095 1,126 1,256 1,156 Culture and recreation 8,572 6,693 5,338 4,809 5,156 6,517 6,612 6,880 7,040 6,879 Planning and development 3,716 3,450 3,362 3,399 3,236 1,915 2,047 1,835 2,369 2,522 Interest on long term debt 2,256 1,650 1,914 1,953 1,817 1,774 2,971 1,725 2,117 2,169 Total governmental activities expenses 55,128 55,212 53,298 53,221 54,340 52,077 53,918 54,811 59,145 59,479 Business-type activities: Solid waste disposal 3,010 2,945 2,067 3,532 1,867 1,766 2,335 2,365 2,382 2,871 Water and sewer 14,050 13,597 14,897 15,418 14,938 11,712 14,807 15,650 15,190 14,294 Sanitation 2,261 2,261 2,441 2,237 2,399 1,909 2,043 2,178 2,419 2,266 Golf course 817 825 723 768 837 821 792 852 926 888 Total business-type activities expenses 20,138 19,628 20,128 21,955 20,041 16,208 19,977 21,045 20,917 20,319 Total primary government expenses 75,266$ 74,840$ 73,426$ 75,176$ 74,381$ 68,285$ 73,895$ 75,856$ 80,062$ 79,798$ Program Revenues Governmental activities: Charges for services General government 5,143$ 6,106$ 6,328$ 5,548$ 5,662$ 3,151$ 3,134$ 3,470$ 3,569$ 3,401$ Public safety 3,969 3,766 4,290 4,656 4,222 4,600 4,891 4,601 4,815 4,357 Public works 198 262 306 277 255 193 238 348 285 309 Public health and sanitation 37 43 46 34 46 46 44 50 47 46 Culture and recreation 2,817 3,140 1,728 1,466 1,533 1,501 1,638 1,541 1,545 1,514 Planning and development 144 153 158 161 167 73 140 91 150 104 Operating grants and contibutions 3,415 2,907 4,495 4,200 4,015 3,394 4,332 4,541 4,299 4,540 Capital grants and contributions - - - - - - 733 - - - Total governmental activities program revenues 15,723 16,377 17,351 16,342 15,900 12,958 15,150 14,642 14,710 14,271 Business-type activities: Charges for services Solid waste disposal 2,853 2,904 3,137 3,138 3,024 2,519 2,795 3,165 3,097 3,082 Water and sewer 16,520 17,904 19,099 17,938 18,742 19,059 19,322 19,855 20,202 20,255 Sanitation 2,310 2,334 2,462 2,514 2,553 2,529 2,751 2,885 3,006 3,276 Golf course 736 636 783 719 811 820 789 798 756 810 Operating grants and contributions - 202 - - - - - - - - Capital grants and contributions -3,804 274 -115 ---- - Total business-type activities program revenues 22,419 27,784 25,755 24,309 25,245 24,927 25,657 26,703 27,061 27,423 Total primary government program revenues 38,142$ 44,161$ 43,106$ 40,651$ 41,145$ 37,885$ 40,807$ 41,345$ 41,771$ 41,694$ Net (Expense) Revenue Governmental activities (39,405)$ (38,835)$ (35,947)$ (36,879)$ (38,440)$ (39,119)$ (38,768)$ (40,169)$ (39,800)$ (45,208)$ Business-type activities 2,281 8,156 5,627 2,354 5,204 8,719 5,680 5,658 6,143 7,103 Total primary government net expense (37,124)$ (30,679)$ (30,320)$ (34,525)$ (33,236)$ (30,400)$ (33,088)$ (34,511)$(33,657)$(38,105)$ General Revenues and Other Changes in Net Position Governmental activities: Taxes Property taxes, general purpose 7,803$ 7,783$ 8,272$ 8,031$ 8,315$ 8,242$ 8,196$ 9,101$ 8,623$ 9,708$ Property taxes, debt service 2,230 2,779 2,439 2,362 2,578 2,766 3,022 2,487 2,457 2,664 Motor vehicle taxes 1,145 1,150 1,153 1,200 1,250 1,312 1,370 1,372 1,428 1,403 Sales tax, general purpose 11,118 11,767 12,165 12,260 12,689 12,931 12,781 12,906 13,292 13,419 Selective sales tax 4,108 4,080 4,210 4,281 4,461 4,558 4,901 8,832 8,917 9,323 Other taxes 6,298 6,390 6,486 6,630 7,231 7,363 7,991 6,900 7,241 6,975 Investment revenues 81 77 66 67 98 86 148 92 183 670 Miscellaneous 565 872 660 9,918 1,160 2,371 5,842 2,003 1,062 1,168 Transfers, net 92 199 30 999 787 3,819 3,600 4,309 4,831 4,781 Total governmental activities 33,440 35,097 35,481 45,748 38,569 43,448 47,851 48,002 48,034 50,111 Business-type activities: Investment revenues 67 84 79 49 51 56 78 129 233 - Miscellaneous 341 330 434 279 97 - - 103 153 846 Reimbursements 180 132 79 - Transfers, net (92)(199)(30)(950)-(3,781)(3,581) (4,367) (4,831) (4,781) Total business-type activities 316 215 483 (622)328 (3,593) (3,424) (4,135) (4,445) (3,935) Total primary government 33,756$ 35,312$ 35,964$ 45,126$ 38,897$ 39,855$ 44,427$ 43,867$ 43,589$ 46,176$ Change in Net Position Governmental activities (5,965)$ (3,738)$ (466)$ 8,869$ 129$ 4,329$ 9,083$ 7,833$ 8,233 4,902 Business-type activities 2,597 8,371 6,110 1,732 5,532 5,126 2,256 1,523 1,698 3,169 Total primary government (3,368)$ 4,633$ 5,644$ 10,601$ 5,661$ 9,455$ 11,339$ 9,356$ 9,931$ 8,071$ Source: City of Salina Comprehensive Annual Financial Reports, 2010 - 2019 Fiscal Year Schedule 2 City of Salina, Kansas Changes in Net Position Last Ten Fiscal Years (accrual basis of accounting) (in 000's)  2010 2012 2013 2014 2015 2016 2017 2018 2019 General Fund Reserved 99$ -$ -$-$-$-$-$-$-$-$ Nonspendable - 90 116 81 107 111 131 153 152 212 Restricted ------ -- -- Committed ------ -- -- Assigned - 293 540 331 239 199 136 214 340 274 Unreserved/unassigned 3,518 3,454 3,172 3,138 3,908 4,530 4,765 6,516 6,251 8,821 Total general fund 3,617 3,837$ 3,828$ 3,550$ 4,254$ 4,840$ 5,032$ 6,883$ 6,743$ 9,307$ Restatement 156 Restated fund balance 3,773$ All other governmental funds Reserved 6,413$ -$ -$-$-$-$-$-$-$-$ Nonspendable - - -- -- -- -- Restricted - 3,611 3,319 3,446 2,910 2,793 3,142 4,191 4,648 5,224 Committed - 127 (516) 7,486 9,886 8,695 14,284 10,072 7,325 8,086 Assigned - 4,323 4,087 3,146 1,280 619 1,043 641 1,227 963 Unreserved/unassigned (1,130) - - - - (10,537) (6,823) (28)(852)(7,804) Total all other governmental funds 5,283$ 8,061$ 6,890$ 14,078$ 14,076$ 1,570$ 11,646$ 14,876$ 12,348$ 6,469$ Note 1: Prior year amounts have not been restated for the implementation of GASB Statement 54 in fiscal year 2011. Source: City of Salina Comprehensive Annual Financial Reports, 2010-2019 2011 (Note 1) Fiscal Year Schedule 3 City of Salina, Kansas Fund Balances, Governmental Funds Last Ten Fiscal Years (modified accrual basis of accounting) (in 000's)  2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Revenues Taxes (see Schedule 5) 32,702$ 33,949$ 34,724$ 34,764$ 36,523$ 37,171$ 38,261$ 41,597$ 41,958$ 43,492$ Intergovernmental 3,404 2,901 4,487 4,192 4,008 3,385 4,325 4,536 4,297 4,573 Special assessments 1,385 1,535 2,315 1,706 1,810 1,679 1,669 1,539 1,546 1,596 Licenses and permits 11 6 8 9 7 10 7 6 3 4 Charges for services 8,934 9,730 8,484 8,536 8,276 6,416 6,953 6,880 7,338 6,804 Investment revenue 64 69 47 40 59 47 142 79 157 670 Reimbursements 70 32 36 9,015 123 491 1,406 - - - Donations 241 83 141 111 238 90 Miscellaneous 448 599 537 810 799 1,853 4,315 1,851 884 1545 Total revenues 47,018 48,821 50,638 59,072 51,846 51,135 57,219 56,599 56,421 58,774 Expenditures General government 3,549 3,461 3,574 4,269 3,986 5,342 5,422 5,423 5,649 4,582 Public safety 18,229 18,118 18,564 19,155 19,559 21,268 21,664 21,629 22,953 23,692 Public works 6,634 6,569 7,004 7,220 7,443 5,333 5,778 6,048 6,162 6,136 Public health and sanitation 1,332 1,330 1,343 1,344 319 982 1,078 1,097 1,236 1,121 Culture and recreation 5,777 5,900 4,449 3,939 4,292 5,659 5,817 6,143 6,255 6,047 Planning and development 3,609 3,344 3,256 3,293 3,232 1,910 2,042 1,801 2,185 2,311 Miscellaneous 32 - - - - - - - - - Capital outlay 18,603 9,847 7,327 13,047 11,009 25,527 24,001 18,281 16,344 21,913 Debt service Principal 5,959 4,411 8,592 5,038 5,261 6,250 17,902 5,088 14,243 10,324 Interest 2,258 2,084 2,103 1,867 1,864 1,833 3,152 1,771 2,192 2,136 Deposit to escrow 107 -92 ------- Total expenditures 66,089 55,064 56,304 59,172 56,965 74,104 86,856 67,281 77,219 78,262 Other financing sources (uses) Bonds and notes issued 7,034 6,565 6,150 5,690 5,365 6,825 34,892 11,490 8,090 11,090 Bond and note premium 47 23 60 185 302 369 1,503 95 70 443 Transfers in 5,076 7,994 3,488 4,907 3,001 7,642 7,065 8,339 13,462 9,714 Transfers out (4,984) (5,692) (3,458) (3,907) (2,999) (3,913) (3,555) (4,160) (4,186) (5,073) Issuance costs - - - - - - - - - Other -156 - - - - --- - Total other financing sources (uses)7,173 9,046 6,240 6,875 5,669 10,923 39,905 15,764 17,436 16,174 Net change in fund balance (11,898)$2,803$ 574$ 6,775$ 550$ (12,046)$ 10,268$ 5,082$ (3,362)$ (3,314)$ Debt service as a percentage of non-capital expenditures 21% 17% 28% 18% 18% 20% 50% 16% 37% 28% Source: City of Salina Comprehensive Annual Financial Reports, 2010 - 2019 Last Ten Fiscal Years (modified accrual basis of accounting) (in 000's) Fiscal Year Schedule 4 City of Salina, Kansas Changes in Fund Balances, Governmental Funds  2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Real estate 9,756$ 10,288$ 10,466$ 10,145$ 10,657$ 10,729$ 10,972$ 11,377$ 10,804$ 12,182$ Delinquent 278 274 245 248 235 279 246 210 276 190 Motor vehicle 1,145 1,150 1,153 1,200 1,250 1,312 1,370 1,372 1,428 1,403 General sales 11,117 11,767 12,165 12,260 12,689 12,931 12,781 12,906 13,293 13,419 Selective sales 4,108 4,080 4,210 4,281 4,461 4,558 4,901 8,832 8,917 9,323 Other taxes 6,298 6,390 6,485 6,630 7,231 7,362 7,991 6,900 7,240 6,975 Total taxes 32,702$ 33,949$ 34,724$ 34,764$ 36,523$ 37,171$ 38,261$ 41,597$ 41,958$ 43,492$ Source: City of Salina Comprehensive Annual Financial Reports, 2010 - 2019 Last Ten Fiscal Years (modified accrual basis of accounting) (in 000's) Fiscal Year Schedule 5 City of Salina, Kansas Tax Revenues by Source, Governmental Funds  Assessed ValueFiscal (Budget) Year Real Estate Personal Property State AssessedTotal, Excluding Motor Vehicles Tax RateMotor Vehicle (Note 1)Total, Taxable Assessed ValueEstimated Total Market Value (Note 2)Assessed Value to Est. Market Value2010 358,979,211$ 24,760,806$ 13,730,609$ 397,470,626$ 25.855 50,330,252$ 447,800,878$ 2,893,359,541$ 15.482011 367,750,803$ 19,918,188$ 14,685,585$ 402,354,576$ 26.022 47,406,062$ 449,760,638$ 2,869,531,746$ 15.672012369,416,422$ 18,654,394$ 15,779,466$ 403,850,282$ 26.272 47,553,744$ 451,404,026$ 2,884,188,981$ 15.652013370,390,092$ 17,769,120$ 16,948,264$ 405,107,476$ 26.927 48,882,411$ 453,989,887$ 2,889,385,914$ 15.712014376,131,346$ 13,652,885$ 17,670,147$ 407,454,378$ 27.080 48,865,900$ 456,320,278$ 2,917,267,724$ 15.642015381,087,426$ 12,607,815$ 18,984,453$ 412,679,694$ 27.311 50,350,566$ 463,030,260$ 2,957,531,741$ 15.662016389,872,825$ 11,653,719$ 19,323,055$ 420,849,599$ 27.603 51,833,505$ 472,683,104$ 3,046,949,034$ 15.512017399,918,216$ 10,900,308$ 19,671,685$ 430,490,209$ 27.311 50,970,796$ 481,461,005$ 3,097,885,103$ 15.542018403,835,383$ 10,130,718$ 20,485,144$ 434,451,245$ 26.129 53,336,677$ 487,787,922$ 3,150,409,123$ 15.482019421,108,311$ 11,173,863$ 22,113,195$ 454,395,369$ 28.394 54,687,311$ 509,082,680$ 3,294,115,685$ 15.45Note 1: The tax rate for motor vehicles is set based on the average countywide tax rate. The City of Salina then receives a share of that based on tax effort.Note 3: The Direct rate is expressed in dollars per thousand dollars of assessed value.Source: Saline County ClerkNote 2: The estimated market value excludes the value of the State assessed properties. Market value information is not available for those properties. However, state assessed property is generally assessed at 33% of market value, except for railroads, which are assessed at 15% of market value.Schedule 6City of Salina, KansasAssessed and Estimated Actual Value of Taxable PropertyLast Ten Fiscal Years112 City of Salina Saline County USD 305 (2) Other (1)Fiscal (Budget) YearOperating MillageDebt Service MillageTotal City MillageOperating MillageDebt Service MillageTotal County MillageOperating MillageDebt Service MillageTotal USD Millage Other2010 20.082 5.773 25.855 31.303 31.303 45.341 13.155 58.496 12.401 128.0552011 19.236 6.786 26.022 31.432 31.432 45.818 13.095 58.913 12.131 128.4982012 20.326 5.946 26.272 32.576 32.576 47.127 11.693 58.820 11.989 129.6572013 20.242 5.948 26.190 34.823 34.823 47.133 11.516 58.649 12.135 131.7972014 20.539 6.388 26.927 37.895 37.895 46.599 11.517 58.116 12.941 135.8792015 20.692 6.388 27.080 38.047 38.047 44.088 11.517 55.605 13.305 134.0372016 19.950 7.361 27.311 38.275 38.275 44.465 11.655 56.120 13.293 134.9992017 21.694 5.909 27.603 37.508 37.508 44.069 11.674 55.743 13.299 134.1532018 20.339 5.790 26.129 37.321 37.321 45.130 11.371 56.501 13.189 133.1402019 22.285 6.109 28.394 38.437 38.437 46.776 10.746 57.522 13.988 138.341Source: Saline County Treasurer(2) A small portion of Salina is covered by USD 306, USD 307, or USD 400. Total Tax Rates are different in the areas covered bythese jurisdictions.Schedule 7City of Salina, KansasDirect and Overlapping Property Tax RatesLast Ten Fiscal Years(rate per $1,000 of assessed value)(1) The "Other" column includes the State of Kansas, the Salina Airport Authority, the Salina Public Library and Kansas StateExtension District #3.Total Taxpayer Type of Business Assessed Valuation% of Total RankAssessed Valuation% of Total Valuation RankEvergy (Westar Energy (Western Resources) Utility 5,191,056$ 1.55% 4 13,682,027$ 3.01% 1SFC Global Supply Chain, Inc. (Schwan's) Pizza Manufacturing 10,144,446 3.03% 1 6,855,966 1.51% 2Kansas Gas Service Utility 3,449,876 1.03% 7 4,415,353 0.97% 3RAF Salina LLC Retail Shopping Mall 8,704,250 2.60% 2 4,296,499 0.95% 4S&B Motels Motel - 3,774,927 0.83% 5Central Mall Realty Holding LLC Regional Shopping Center - 2,868,321 0.63% 6Union Pacific Railroad - 2,570,668 0.57% 7Menard Inc. Home Improvement - 2,465,098 0.54% 8Individual Residential - 2,440,724 0.54% 9Sams Real Estate Business Trust/Walmart Discount Retail Stores - 2,286,508 0.50% 10Wal-mart Real Estate Business Trust Discount Retail Stores 3,913,855 1.17% 5 -Great Plains Manufacturing Manufacturing 2,526,984 0.75% 10 -Gateway Properties Shopping Mall (Midstate) 3,556,009 1.06% 6 -Southwestern Bell Telephone Utility 3,455,419 1.03% 8 -Sunflower Bank Banking Institution 2,749,200 0.82% 9 -Salina Regional Health Center Hospital and Medical Offices 5,584,461 1.67% 3 -Combined Valuation of the Ten Largest Taxpayers 49,275,556$ 45,656,091$ City Valuation335,262,182$ 454,395,369$ Percent of Total City Assessed Valuation14.70% 10.05%Source: Saline County Clerk's Office or recent OSSchedule 8City of Salina, KansasPrincipal Property TaxpayersCurrent Year and Ten Years Ago2010 (2009 Assessed Value) 2019 (2018 Assessed Value) Fiscal (Budget) Year Taxes Levied for the fiscal year Amount Percentage Delinquent Collections (1) Amount Percentage of levy 2010 10,276,905$ 9,704,937$ 94.4% 278,656$ 9,983,593$ 97.1% 2011 10,415,491$ 10,287,770$ 98.8% 273,843$ 10,561,613$ 101.4% 2012 10,570,420$ 10,411,299$ 98.5% 245,086$ 10,656,385$ 100.8% 2013 10,576,448$ 10,145,404$ 95.9% 248,184$ 10,393,588$ 98.3% 2014 10,908,147$ 10,776,688$ 98.8% 398,820$ 11,175,508$ 102.5% 2015 11,316,065$ 10,460,246$ 92.4% 617,496$ 11,077,742$ 97.9% 2016 11,740,993$ 10,972,299$ 93.5% 245,577$ 11,217,876$ 95.5% 2017 11,254,398$ 11,239,051$ 99.9% 209,950$ 11,449,001$ 101.7% 2018 11,260,358$ 10,803,591$ 95.9% 276,340$ 11,079,931$ 98.4% 2019 12,201,319$ 12,028,761$ 98.6% 376,578$ 12,405,339$ 101.7% Source: Saline County Treasurer's Office (1) Delinquent collections are reported in the aggregate for all previous years. Data is not currently available for "collected in subsequent years" Current Year Tax Distributions Total Tax Distributions Schedule 9 City of Salina, Kansas Property Tax Levies and Distributions Last Ten Fiscal Years  2010 2011 2012 2013 2014 2015 2016 2017 2018 2019City Direct Tax RateGeneral 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50%Special purpose 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.75% 0.75% 0.75%County-wide Tax Rate1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%Portion of County-wide tax allocated to City (July Percentage)61.58% 63.34% 61.72% 60.86% 60.23% 60.28% 60.28% 60.28% 59.85% 60.33%Source: Kansas Department of RevenueSchedule 10City of Salina, KansasDirect Sales Rate by Taxing EntityLast Ten Fiscal YearsIn addition to the direct tax, the City receives a portion of the Countywide sales tax, based on a formula distribution. The formula is based on property tax effort and population, and is adjusted in January and July of each year. In May, 2016, the voters approved an increase in the Special Purpose Tax rate from .40% to .75%, to be effective October 1, 2016.Fiscal Year 2018 2019# Accts Water # Accts Water # Accts Water # Accts Water # Accts Water # Accts Water # Accts Water # Accts Water # Accts Water # Accts WaterRate Class Billed Sold Billed Sold Billed SoldBilled Sold Billed Sold Billed Sold Billed Sold Billed Sold Billed Sold Billed Sold Residential 17,838 1,127,864 17,899 1,194,629 17,893 1,225,931 17,966 989,788 18,042 1,003,100 18,086 987,540 18,125 950,697 18,124 988,572 18,130 963,387 18,155 864,810 Commercial 1,568 350,633 1,574 372,499 1,565 38,547 1,579 348,968 1,599 353,675 1,600 350,767 1,603 345,232 1,606 345,250 1,614 340,960 1,607 352,051 Industrial 44 183,166 44 180,277 42 174,595 40 182,529 42 193,233 44 202,407 44 191,236 44 193,503 44 211,843 44 196,229 Government 85 42,714 97 55,910 99 54,618 99 46,484 97 45,346 97 41,928 99 45,136 99 41,552 98 35,932 97 41,911 Apartment 172 71,121 168 72,562 169 70,263 168 67,155 166 60,865 164 61,400 163 57,039 163 58,378 157 71,559 157 62,127 Schools 85 46,386 85 53,679 81 57,027 84 44,187 84 45,328 85 45,545 85 41,176 83 36,039 81 30,810 79 31,839 Industrial special 1 44,457 1 44,051 1 40,448 1 20,439 - - - - - - - - - - - - Consumed in production 17 32,604 13 22,728 12 19,266 12 18,665 12 19,264 12 17,338 9 9,580 8 9,652 7 6,966 7 6,974 Rural water 1 23,854 1 28,621 1 25,930 1 21,530 1 22,993 1 21,915 1 23,384 1 25,624 1 22,345 1 21,663 Hospitals 12 18,503 10 15,674 10 17,896 9 26,482 10 32,184 9 31,858 9 33,728 9 35,132 9 31,856 9 29,892 Religious/non profit 39 5,569 38 5,690 38 5,399 37 4,810 37 4,973 37 4,986 36 5,224 36 4,749 36 4,458 35 2,780 Other taxable deductions - - - 699 - - - - - - - - - - - - - - - - Engineering studies 8 5,266 7 3,754 8 6,104 8 6,822 8 5,095 8 4,807 7 4,573 7 4,772 7 4,471 7 3,835 Providing taxable service 2 5,494 2 4,827 2 6,118 2 3,495 1 3,561 1 3,167 1 3,921 1 3,347 1 2,331 1 2,676 Sale of component parts 8 5,851 8 5,454 8 5,726 6 5,972 6 6,850 5 3,900 4 3,129 4 2,917 4 2,190 4 1,542 Fire hydrant 3 2,424 3 1,389 4 2,533 3 1,922 2 1,474 - - 3 1,727 3 1,790 3 2,829 3 1,180 Industrial consumed in production 3 4,083 3 3,260 3 3,543 3 4,417 3 3,588 3 2,388 3 1,930 3 1,962 3 2,107 3 2,219 Sales of farm equipment 1 213 1 56 1 83 1 107 1 48 1 53 1 54 1 104 1 56 1 124 19,887 1,970,202 19,954 2,065,759 19,937 1,754,027 20,018 1,793,771 20,111 1,801,577 20,153 1,779,999 20,193 1,717,766 20,192 1,753,343 20,196 1,734,098 20,210 1,621,853 Water Rate Schedule:Monthly meter charge (5/8") 4.51$ $4.60 $4.74 $4.88 $5.03 $5.20 $5.36 $5.52 $5.74 $5.94Commodity charge (per 000 gal.):0 - 2000 gal. 2.55$ $3.77 $3.88 $4.04 $4.24 $4.45 $4.48 $4.77 $4.96 $5.132001 - 10,000 galOver 10,000 gal.Excess use charge 5.10$ $7.54 $7.76 $8.08 $8.48 $8.90 $9.16 $9.54 $9.92 $10.26Wastewater Rate Schedule:Monthly base charge 6.42$ $6.57 $6.77 $6.97 $7.11 $7.22 $7.36 $7.51 $7.81 $8.08Unit cost (per 000 gal.): 3.08$ $4.48 $4.61 $4.79 $4.94 $5.01 $5.19 $5.29 $5.51 $5.70Water sold is expressed in thousands of gallons.Number of Accounts billed is the annual number of billings for each class divided by 12.Monthly meter charge increases with the size of the meter.Residential Wastewater is calculated based on Winter Quarter water consumption. Other accounts are based on monthly water consumption.2008 Water Consumption Rate Structure changed from a decreasing tier structure to one rate and Excess Use Charge which is double the consumption rateSource: City of Salina Water Customer Accounting Office.2012Schedule 11City of Salina, KansasWater Sales by Class of CustomerLast Ten Fiscal Years2011 2014 201720162010 2013 2015 Fiscal YearGeneral Obligation Bonds Loans Payable Capital Lease Temporary NotesGeneral Obligation BondsWater Revenue Bonds Loans PayableTemporary NotesTotal Primary GovernmentPercentage of Personal Income Per Capita2010 53,120,952$-$-$ 2,500,000$ 8,614,576$ 1,580,000$ -$ -$ 65,815,528$ 3.8% 1,425.20$ 2011 55,225,670$-$-$ 3,400,000$ 7,417,907$ 16,193,925$-$ -$ 82,237,502$ 4.3% 1,723.80$ 2012 49,109,575$-$-$ 1,485,000$ 9,613,926$ 15,850,228$-$ -$ 76,058,729$ 3.8% 1,583.07$ 2013 49,631,797$-$-$ 3,800,000$ 8,519,799$ 15,226,532$-$ -$ 77,178,128$ 3.7% 1,613.05$ 2014 50,033,555$-$ 176,235$ 5,000,000$ 9,587,351$ 14,592,836$ 6,208,102$ -$ 85,598,079$ 4.1% 1,788.25$ 2015 50,840,632$-$ 479,366$ 5,995,000$ 8,539,773$ 13,949,139$ 5,753,620$ -$ 85,557,530$ 4.1% 1,789.42$ 2016 51,816,399$ 12,157,127$ 321,174$ 11,505,000$ 7,640,381$ 13,285,443$ 7,432,024$ -$ 104,157,548$ 5.0% 2,200.39$ 2017 55,994,305$ 12,171,090$ 157,868$ 6,811,742$ 6,520,433$ 12,606,747$ 8,862,810$ -$ 103,124,995$ 4.9% 2,194.43$ 2018 51,968,310$ 12,185,053$ -$ 18,123,505$ 5,282,578$ 11,898,051$ 10,632,351$ -$ 110,089,848$ 4.9% 2,342.64$ 2019 54,607,702$ 12,640,000$ -$ 11,170,000$ 4,102,298$ 10,330,000$ 46,354,852$ -$ 139,204,852$ 6.0% 2,979.81$ Source: City of Salina Comprehensive Annual Financial Reports, 2010 - 2019Governmental Activities Business-Type ActivitiesSchedule 12City of Salina, KansasRatio of Outstanding Debt by TypeLast Ten Fiscal Years Fiscal YearGeneral Obligation Bonds Capital LeaseTemporary Notes TotalLess Debt Service FundNet General Bonded DebtPercentage of Actual Taxable Value of Property Per Capita2010 61,735,528$-$ 2,500,000$ 64,235,528$ 571,873$ 63,663,655$ 14.2% 1,378.60$2011 62,443,577$-$ 3,400,000$ 65,843,577$ 1,236,026$ 64,607,551$ 14.4% 1,354.26$2012 58,723,501$-$ 1,485,000$ 60,208,501$ 582,412$ 59,626,089$ 13.2% 1,241.05$2013 58,151,596$-$ 3,800,000$ 61,951,596$ 707,763$ 61,243,833$ 13.5% 1,280.02$2014 59,620,906$ 176,235$ 5,000,000$ 64,797,141$ 407,864$ 64,389,277$ 14.1% 1,345.17$2015 59,380,405$ 479,366$ 5,995,000$ 65,854,771$ 745,339$ 65,109,432$ 14.1% 1,361.75$2016 59,456,780$ 321,174$ 11,505,000$ 71,282,954$ 1,248,914$ 70,034,040$ 14.8% 1,479.51$2017 62,514,738$ 157,868$ 6,811,742$ 69,484,348$ 1,509,863$ 67,974,485$ 14.1% 1,446.45$2018 57,250,888$-$ 18,123,505$ 75,374,393$ 1,851,358$ 73,523,035$ 15.1% 1,564.52$2019 58,710,000$-$ 11,170,000$ 69,880,000$ 1,851,358$ 68,028,642$ 13.4% 1,456.22$Source: City of Salina Comprehensive Annual Financial Reports, 2010 - 2019General Bonded Debt OutstandingSchedule 13City of Salina, KansasRatio of Net General Bonded Debt OutstandingLast Ten Fiscal Years City of Salina, Kansas Direct and Overlapping Governmental Activities Debt Jurisdiction Net General Obligation Bonded Debt Outstanding Percentage Applicable to City of Salina Amount Applicable to the City of Salina Direct: City of Salina 73,523,035$ 100.00%73,523,035$ Overlapping: Salina Airport Authority 20,175,000 100.00% 20,175,000 Saline County 220,693 73.98% 163,268 USD 305 109,280,000 93.20%101,854,179 Total Overlapping Debt 129,675,693 122,192,447 Total Direct and Overlapping Debt 203,198,728$ 195,715,482$ Per Capita Direct and Overlapping debt 4,093.35$ Source: Saline County Clerk Schedule 14 Percentage of debt applicable to the City of Salina is based on the proportion that the assessed valuation of the City of Salina bears to the assessed valuation of the overlapping entity. As of December 31, 2019  Assessed Valuation 509,082,680$ Debt Limit (30% of Assessed Value) 152,724,804 Debt applicable to limit:Total Bonded Debt 118,785,263$ Less GO Debt Attributable to Exempt Purposes (4,116,514) Less Revenue Bonds (11,122,175) Less Capital Leases -Less Loans Payable (34,738,703) Less Fund Balance designated for Debt Service (1,142,418) Total Debt Applicable to Limitation 67,665,453$ Legal debt margin 85,059,351$ 2010201120122013201420152016201720182019Debt Limit 134,340,263$ 134,928,191$ 135,421,208$ 136,196,966$ 136,896,083 138,909,078 141,804,931 142,000,537 146,336,377 152,724,804Total net debt applicable to limit 58,411,185 57,747,032 49,309,445 52,724,034 54,625,691 56,090,293 62,072,485 61,296,184 68,240,457$ 67,665,453$Legal debt margin 75,929,078$ 77,181,159$ 86,111,763$ 83,472,932$ 82,270,392$ 82,818,785$ 79,732,446$ 80,704,353$ 78,095,920$85,059,351$Total net debt applicable to the limit as a percentage of debt limit43% 43% 36% 39% 40% 40% 44% 43% 47% 44%Last Ten Fiscal YearsFiscal YearLegal Debt Margin Calculation for 2019Schedule 15City of Salina, KansasLegal Debt Margin Utility Service Less Operating Net Available Debt Service Fiscal Year Charges Expenses Revenue Principal Interest Coverage 2010 16,565,880$ 11,803,594$ 4,762,286$ 740,000$ 91,450$ 5.73 2011 17,976,508$ 11,905,114$ 6,071,394$ 1,580,000$ 496,760$2.92 2012 19,163,426$ 12,222,431$ 6,940,995$ 340,000$ 596,992$7.41 2013 17,974,089$ 13,373,088$ 4,601,001$ 620,000$ 590,191$3.80 2014 18,964,164$ 12,112,288$ 6,851,876$ 630,000$ 577,791$5.67 2015 19,139,612$ 9,859,974$ 9,279,638$ 640,000$ 565,191$7.70 2016 19,389,348$ 11,800,473$ 7,588,875$ 660,000$ 549,191$6.28 2017 19,958,862$ 13,148,035$ 6,810,827$ 675,000$ 529,391$5.65 2018 20,382,469$ 12,973,621$ 7,408,848$ 705,000$ 509,141$6.10 2019 20,842,606$ 13,269,741$ 7,572,865$ 725,000$ 487,991$6.24 Source: City of Salina Comprehensive Annual Financial Reports, 2010 - 2019 City of Salina Debt Service Schedules Water/Sewer Revenue Bonds Schedule 16 City of Salina, Kansas Pledged Revenue Coverage Last Ten Fiscal Years Debt Service  Fiscal Year PopulationPer Capita Personal Income (Saline County)Personal Income, Salina (interpolated)Unemployment RateLabor Force, City of SalinaUSD 305 HeadcountPercentage Free and Reduced LunchCity .5 cent sales taxPer Capita .5 cent sales TaxAs a % of per capita personal income2010 46,180 37,880$ 1,749,298,400$ 6.7% 26,379 7,346 57.8% 4,803,553$ 104.02$ 0.275%2011 47,707 40,512$ 1,932,705,984$ 6.7% 26,258 7,289 58.7% 5,076,751$ 106.42$ 0.263%2012 48,045 41,762$ 2,006,455,290$ 6.3% 26,185 7,305 59.1% 5,241,205$ 109.09$ 0.261%2013 47,846 43,078$ 2,061,109,988$ 5.1% 26,441 7,305 60.7% 5,326,723$ 111.33$ 0.258%2014 47,867 43,736$ 2,093,511,112$ 5.3% 26,303 7,388 61.3% 5,555,601$ 116.06$ 0.265%2015 47,813 44,065$ 2,106,879,845$ 3.9% 26,170 7,369 61.8% 5,670,040$ 118.59$ 0.269%2016 47,336 44,230$ 2,093,647,612$ 3.3% 27,684 7,386 68.7% 5,727,260$ 120.99$ 0.274%2017 46,994 44,732$ 2,102,135,608$ 2.7% 27,684 7,176 62.1% 5,755,869$ 122.48$ 0.274%2018 46,994 47,945$ 2,253,127,330$ 3.3% 30,174 7,180 61.7% 5,770,174$ 122.79$ 0.256%2019 46,716 49,983$ 2,335,005,828$ 2.9% 30,094 7,245 59.2% 5,968,961$ 127.77$ 0.256%Sources:Increase in per capita Sales Tax (10 years) 22.8%Population: Kansas Division of the Budget. Increase in per capita Personal Income 32.0%Personal income for Salina is derived from the population and per capita personal income for Saline CountyPer Capita Personal income as reported by the Bureau of Economic Analysis2019 Per Capita Personal Income staff projection2010-2019 Employment City of SalinaUSD305 headcount and free and reduced lunch data derived from Kansas Department of Education./USD 305 Budget DocumentEmployment: Kansas Department of LaborSchedule 17City of Salina, KansasDemographic and Economic StatisticsLast Ten Fiscal YearsFree and Reduced Lunch percentage is an average of the percentages for each building reported. School Data is reported at beginning of school year, eg 2018-2019 school year is reported as 2018. Employer Type of Business Employees RankPercentage of Labor Force Employees RankPercentage of Labor ForceSalina Regional Health Center Health Care 2,093 2 7.9% 1,875 1 6.2%Schwan's Global Supply Chain Frozen Pizza Manufacturing 1,850 1 7.0% 1,700 2 5.6%Unified School District No 305 Public School System 935 3 3.5% 1,500 3 5.0%Great Plains Manufacturing Agricultrual & Landscaping Equipment 650 5 2.5% 1,100 4 3.7%Exide Technologies Automotive Battery Manufacturer 800 4 3.0% 600 5 2.0%City of Salina City Government 493 7 1.9% 425 6 1.4%Salina Vortex Manufacturing - 375 7 1.2%REV Group Manufacturing - 300 8 1.0%Walmart Retail - 250 9 0.8%Signify Fluorescent Lamps 600 6 2.3% 190 10 0.6%Raytheon Aircraft Aircraft Manufacturing 357 8 1.4% -Eldorado National Busses/Recreational Vehicle 255 9 1.0% -OCCK Disability Services 263 10 1.0% -Total8,296 31.4% 8,315 27.6%Source: Salina Chamber of CommerceSchedule 18City of Salina, KansasPrincipal EmployersCurrent Year and Nine Years Ago2010 2019 1 CONTINUING DISCLOSURE UNDERTAKING $8,450,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B DATED NOVEMBER 19, 2020 This CONTINUING DISCLOSURE UNDERTAKING dated as of November 19, 2020 (the “Continuing Disclosure Undertaking”), is executed and delivered by the City of Salina, Kansas (the “Issuer”). RECITALS 1. This Continuing Disclosure Undertaking is executed and delivered by the Issuer in connection with the issuance of the above-described bonds (the “Obligations”) which are being issued simultaneously herewith as of November 19, 2020, pursuant to the Bond Resolution (the “Resolution”) adopted by the governing body of the Issuer. 2. The Issuer is entering into this Continuing Disclosure Undertaking for the benefit of the Beneficial Owners of the Obligations and in order to assist the Participating Underwriter in complying with Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the “Rule”). The Issuer is the only “obligated person” with responsibility for continuing disclosure hereunder. The Issuer covenants and agrees as follows: Section 1. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Continuing Disclosure Undertaking unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: “Annual Report” means any Annual Report provided by the Issuer pursuant to, and as described in, Section 2 of this Continuing Disclosure Undertaking, which may include the Issuer’s CAFR, so long as the CAFR contains the financial information and operating data described in Section 2(a)(1) and (2). “Beneficial Owner” means any registered owner of any Obligations and any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Obligations (including persons holding Obligations through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Obligations for federal income tax purposes. “Business Day” means a day other than (a) a Saturday, Sunday or legal holiday, (b) a day on which banks located in any city in which the principal office or designated payment office of the paying agent or the Dissemination Agent is located are required or authorized by law to remain closed, or (c) a day on which the Securities Depository or the New York Stock Exchange is closed. “CAFR” means the Issuer's Comprehensive Annual Financial Report, if any. “Dissemination Agent” means any entity designated in writing by the Issuer to serve as dissemination agent pursuant to this Continuing Disclosure Undertaking and which has filed with the Issuer a written acceptance of such designation. 2 “EMMA” means the Electronic Municipal Market Access system for municipal securities disclosures established and maintained by the MSRB, which can be accessed at www.emma.msrb.org. “Financial Obligation” means a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of (a) or (b) in this definition; provided however, the term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. “Fiscal Year” means the 12-month period beginning on January 1 and ending on December 31 or any other 12-month period selected by the Issuer as the Fiscal Year of the Issuer for financial reporting purposes. “Material Events” means any of the events listed in Section 3 of this Continuing Disclosure Undertaking. “MSRB” means the Municipal Securities Rulemaking Board, or any successor repository designated as such by the Securities and Exchange Commission in accordance with the Rule. “Participating Underwriter” means any of the original underwriter(s) of the Obligations required to comply with the Rule in connection with the offering of the Obligations. Section 2. Provision of Annual Reports. (a) The Issuer shall, not later than 180 days after the end of the City’s Fiscal Year, commencing with the Fiscal Year ending December 31, 2020, file with the MSRB, through EMMA, the following financial information and operating data (the “Annual Report”): (1) The audited financial statements of the Issuer for the prior Fiscal Year, prepared on a modified accrual basis of accounting other than GAAP. A more detailed explanation of the accounting basis is contained in the Official Statement related to the Obligations. If audited financial statements are not available by the time the Annual Report is required to be provided pursuant to this Section, the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement relating to the Obligations, and the audited financial statements shall be provided in the same manner as the Annual Report promptly after they become available. (2) Updates as of the end of the Fiscal Year of certain financial information and operating data contained in the final Official Statement related to the Obligations, as described in Exhibit A, in substantially the same format contained in the final Official Statement with such adjustments to formatting or presentation determined to be reasonable by the Issuer. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues with respect to which the Issuer is an “obligated person” (as defined by the Rule), which have been provided to the MSRB and are available through EMMA or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the 3 MSRB on EMMA. The Issuer shall clearly identify each such other document so included by reference. In each case, the Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in this Section; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Issuer’s Fiscal Year changes, it shall give notice of such change in the same manner as for a Material Event under Section 3, and the Annual Report deadline provided above shall automatically become 180 days after the end of the Issuer’s new Fiscal Year. (b) The Annual Report shall be filed with the MSRB in such manner and format as is prescribed by the MSRB. Section 3. Reporting of Material Events. Not later than 10 Business Days after the occurrence of any of the following events, the Issuer shall give, or cause to be given to the MSRB, through EMMA, notice of the occurrence of any of the following events with respect to the Obligations (“Material Events”): (1) principal and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Obligations, or other material events affecting the tax status of the Obligations; (7) modifications to rights of bondholders, if material; (8) bond calls, if material, and tender offers; (9) defeasances; (10) release, substitution or sale of property securing repayment of the Obligations, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership or similar event of the obligated person; (13) the consummation of a merger, consolidation, or acquisition involving the obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) appointment of a successor or additional trustee or the change of name of the trustee, if material; (15) incurrence of a Financial Obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the obligated person, any of which affect security holders, if material; and (16) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the obligated person, any of which reflect financial difficulties. 4 Except as provided in Section 2(b) hereof, if the Issuer has not submitted the Annual Report to the MSRB by the date required in Section 2(a), the Issuer shall send a notice to the MSRB of the failure of the Issuer to file on a timely basis the Annual Report, which notice shall be given by the Issuer in accordance with this Section 3. Section 4. Termination of Reporting Obligation. The Issuer’s obligations under this Continuing Disclosure Undertaking shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Obligations. If the Issuer’s obligations under this Continuing Disclosure Undertaking are assumed in full by some other entity, such person shall be responsible for compliance with this Continuing Disclosure Undertaking in the same manner as if it were the Issuer, and the Issuer shall have no further responsibility hereunder. If such termination or substitution occurs prior to the final maturity of the Obligations, the Issuer shall give notice of such termination or substitution in the same manner as for a Material Event under Section 3. Section 5. Dissemination Agents. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Continuing Disclosure Undertaking, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. Any Dissemination Agent may resign as dissemination agent hereunder at any time upon 30 days prior written notice to the Issuer. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report (including without limitation the Annual Report) prepared by the Issuer pursuant to this Continuing Disclosure Undertaking. Section 6. Amendment; Waiver. Notwithstanding any other provision of this Continuing Disclosure Undertaking, the Issuer may amend this Continuing Disclosure Undertaking and any provision of this Continuing Disclosure Undertaking may be waived, provided that Bond Counsel or other counsel experienced in federal securities law matters provides the Issuer with its written opinion that the undertaking of the Issuer contained herein, as so amended or after giving effect to such waiver, is in compliance with the Rule and all current amendments thereto and interpretations thereof that are applicable to this Continuing Disclosure Undertaking. In the event of any amendment or waiver of a provision of this Continuing Disclosure Undertaking, the Issuer shall describe such amendment or waiver in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (1) notice of such change shall be given in the same manner as for a Material Event under Section 3, and (2) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Section 7. Additional Information. Nothing in this Continuing Disclosure Undertaking shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Continuing Disclosure Undertaking or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Material Event, in addition to that required by this Continuing Disclosure Undertaking. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Material Event, in addition to that specifically required by this Continuing Disclosure Undertaking, the Issuer shall have no obligation under this Continuing Disclosure Undertaking to update such information or include it in any future Annual Report or notice of occurrence of a Material Event. 5 Section 8. Default. If the Issuer fails to comply with any provision of this Continuing Disclosure Undertaking, any Participating Underwriter or any Beneficial Owner of the Obligations may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations under this Continuing Disclosure Undertaking. A default under this Continuing Disclosure Undertaking shall not be deemed an event of default under the Resolution or the Obligations, and the sole remedy under this Continuing Disclosure Undertaking in the event of any failure of the Issuer to comply with this Continuing Disclosure Undertaking shall be an action to compel performance. Section 9. Beneficiaries. This Continuing Disclosure Undertaking shall inure solely to the benefit of the Issuer, the Participating Underwriter, and the Beneficial Owners from time to time of the Obligations, and shall create no rights in any other person or entity. Section 10. Severability. If any provision in this Continuing Disclosure Undertaking, the Resolution or the Obligations shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 11. Electronic Transactions. The arrangement described herein may be conducted and related documents may be sent, received, or stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Section 12. Governing Law. This Continuing Disclosure Undertaking shall be governed by and construed in accordance with the laws of the State of Kansas. [Remainder of Page Intentionally Left Blank.] A-1 EXHIBIT A TO CONTINUING DISCLOSURE UNDERTAKING FINANCIAL INFORMATION AND OPERATING DATA TO BE INCLUDED IN ANNUAL REPORT The financial information and operating data contained in the following sections and tables contained in Appendix A of the final Official Statement (with such modifications to the formatting and general presentation thereof as deemed appropriate by the Issuer) relating to the Obligations: • Financial Overview of the City • FINANCIAL INFORMATION CONCERNING THE CITY - Assessed Valuation • FINANCIAL INFORMATION CONCERNING THE CITY - Estimated Actual Valuation • FINANCIAL INFORMATION CONCERNING THE CITY - Tax Collections • FINANCIAL INFORMATION CONCERNING THE CITY - Tax Levies • FINANCIAL INFORMATION CONCERNING THE CITY - Largest Taxpayers A-1 EXHIBIT A BID TABULATION CITY OF SALINA, KANSAS GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS BIDDERS Bidder Name TIC Robert W. Baird & Co., Inc. 1.578230 Huntington Securities, Inc. 1.776147 B-1 EXHIBIT B (BID OF PURCHASER) ORDINANCE NO. 20-11041 OF THE CITY OF SALINA, KANSAS PASSED OCTOBER 19, 2020 ____________________ GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B 1 ORDINANCE NO. 20-11041 AN ORDINANCE AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS, SERIES 2020-B, OF THE CITY OF SALINA, KANSAS; PROVIDING FOR THE LEVY AND COLLECTION OF AN ANNUAL TAX FOR THE PURPOSE OF PAYING THE PRINCIPAL OF AND INTEREST ON SAID BONDS AS THEY BECOME DUE; AUTHORIZING CERTAIN OTHER DOCUMENTS AND ACTIONS IN CONNECTION THEREWITH; AND MAKING CERTAIN COVENANTS WITH RESPECT THERETO. WHEREAS, the City of Salina, Kansas (the “City”) is a city of the first class, duly created, organized and existing under the Constitution and laws of the State; and WHEREAS, the governing body of the City (the “Governing Body”) has previously authorized certain public improvements described as follows (collectively the “Improvements”): Project Description Ord./Res. No. Authority Amount* Emergency Communications System Improvements Ord. 20-11043 Kansas Constitution Article 12, Section 5 $2,100,000.00 Fire Fighting Equipment Res. 20-7809 K.S.A. 12-110c 1,318,603.46 Public Water Supply System Improvements – Water Main Res. 20-7880 K.S.A. 65-163d et seq. 3,554,216.48 Total $6,972,819.94 * Plus costs of issuance WHEREAS, the City has previously entered into the following loan agreement with KDHE for the purposes of financing the water main improvements (the “Loan”): Loan No. Dated Date Maturity Date Original Amount Outstanding Amount Redemption Date KPWSLF Project No. 2841 01/13/2014 08/01/2036 $4,239,375.00 $3,520,775 12/04/2020 WHEREAS, the City heretofore issued and has outstanding the Refunded Bonds and is authorized by K.S.A. 10-427 et seq. to issue general obligation refunding bonds of the City for the purpose of refunding the Refunded Bonds; and WHEREAS, in order to achieve interest cost savings through early redemption of the Refunded Bonds, reduce debt service requirements of the City for certain years, restructure the debt payments on the Refunded Bonds and provide an orderly plan of finance for the City, it has become desirable and in the best interest of the City and its inhabitants to refund the Refunded Bonds; and WHEREAS, the Governing Body is authorized by law to issue general obligation bonds of the City to pay the costs of the Improvements, including the prepayment of the Loan, and refund the Refunded Bonds, and none of such general obligation bonds heretofore authorized have been issued and the City proposes to issue $8,450,000 of its general obligation bonds, together with bid premium thereon, to pay such costs; and WHEREAS, the Governing Body has advertised the sale of the Bonds in accordance with the law and at a meeting held in the City on this date awarded the sale of such Bonds to the best bidder. 2 NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF SALINA, KANSAS, AS FOLLOWS: Section 1. Definitions of Words and Terms. In addition to words and terms defined elsewhere herein, the following words and terms in this Ordinance 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, including Article 12, Section 5 thereof, and statutes of the State including K.S.A. 10-101 to 10-125, inclusive, K.S.A. 10-427 et seq., K.S.A. 10-620 et seq., K.S.A. 12-110c, and K.S.A. 65-163d et seq., all as amended and supplemented from time to time. “Bond and Interest Fund” means the Bond and Interest Fund of the City for its general obligation bonds. “Bond Resolution” means the resolution to be adopted by the Governing Body prescribing the terms and details of the Bonds and making covenants with respect thereto. “Bonds” means the City’s General Obligation Improvement and Refunding Bonds, Series 2020- B, dated November 19, 2020, authorized by this Ordinance. “City” means the City of Salina, Kansas. “Clerk” means the duly appointed and acting Clerk of the City or, in the Clerk’s absence, the duly appointed Deputy, Assistant or Acting Clerk. “Director of Finance” means the duly appointed and acting Director of Finance of the City or, in the Director of Finance’s absence, the duly appointed Deputy, Assistant or Acting Director of Finance of the City. “Governing Body” means the City Commission of the City. “KDHE” means the Kansas Department of Health and Environment. “Loan” means the KDHE Loan for KPWSLF Project No. 2841 between the Issuer and KDHE, dated January 13, 2014, maturing August 1, 2036, in the aggregate outstanding principal amount of $3,520,775. “Mayor” means the duly elected and acting Mayor of the City or, in the Mayor’s absence, the duly appointed and/or elected Vice Mayor or Acting Mayor of the City. “Ordinance” means this Ordinance authorizing the issuance of the Bonds. “Refunded Bonds” means collectively: (a) the Series 2010-B Bonds maturing in the years 2021 to 2023, inclusive, in the aggregate principal amount of $745,000; and (b) the Series 2012-A Bonds maturing in the years 2021 to 2027, inclusive, in the aggregate principal amount of $1,185,000. “Refunded Loan” means the outstanding principal amount of the Loan. 3 “Series 2010-B Bonds” means the City’s General Obligation Refunding Bonds, Series 2010-B, dated October 15, 2010. “Series 2012-A Bonds” means the City’s General Obligation Internal Improvement Bonds, Series 2012-A, dated July 15, 2012. “State” means the State of Kansas. “Substitute Improvements” means the substitute or additional improvements of the City authorized in the manner set forth in the Bond Resolution. Section 2. Authorization of the Bonds. There shall be issued and hereby are authorized and directed to be issued the General Obligation Improvement and Refunding Bonds, Series 2020-B, of the City in the principal amount of $8,450,000, for the purpose of providing funds to: (a) pay the costs of the Improvements; (b) pay costs of issuance of the Bonds; (c) prepay the Refunded Loan; and (d) refund the Refunded Bonds. Section 3. Security for the Bonds. The Bonds shall be general obligations of the City payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of improvements financed by the Refunded Bonds 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 City. The balance of the principal and interest on the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the City. The full faith, credit and resources of the City are hereby irrevocably pledged for the prompt payment of the principal of and interest on the Bonds as the same become due. Section 4. Terms, Details and Conditions of the Bonds. The Bonds shall be dated and bear interest, shall mature and be payable at such times, shall be in such forms, shall be subject to redemption and payment prior to the maturity thereof, and shall be issued and delivered in the manner prescribed and subject to the provisions, covenants and agreements set forth in the Bond Resolution hereafter adopted by the Governing Body. Section 5. Levy and Collection of Annual Tax. The Governing Body shall annually make provision for the payment of principal of, premium, if any, and interest on the Bonds as the same become due by levying and collecting the necessary taxes and/or assessments upon all of the taxable tangible property within the City in the manner provided by law. The taxes and/or assessments above referred to shall be extended upon the tax rolls in each of the several years, respectively, and shall be levied and collected at the same time and in the same manner as the general ad valorem taxes of the City are levied and collected, shall be used solely for the payment of the principal of and interest on the Bonds as and when the same become due and the fees and expenses of the paying agent for the Bonds. The proceeds derived from said taxes and/or assessments shall be deposited in the Bond and Interest Fund. If at any time said taxes and/or assessments are not collected in time to pay the principal of or interest on the Bonds when due, the City Treasurer is hereby authorized and directed to pay said principal or interest out of the general funds of the City and to reimburse said general funds for money so expended when said taxes and/or assessments are collected. 4 Section 6. Further Authority. The Mayor, Director of Finance, lerk and other City officials are hereby further authorized and directed to execute any and all documents and take such actions as they may deem necessary or advisable in order to carry out and perform the purposes of the Ordinance, and to make 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 7. Governing Law. This Ordinance and the Bonds shall be governed exclusively by and construed in accordance with the applicable laws of the State. Section 8. Effective Date. This Ordinance shall take effect and be in full force from and after its passage by the Governing Body and publication of the Ordinance or a summary thereof in the official City newspaper. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] Publisher's Affidavit Published in the Salina Journal October 23,2020) I, Christy Fink being duly sworn SUMMARY OF.ORDINANCE NO. 20.11041 On October 19. 2020, declare that I am a legal Coordinator the governing body of the City of Salina. Kansas passed an of THE SALINA JOURNAL, a daily newspaper ordinance entitled: published at Salina, Saline County, Kansas, and of AN ORDINANCE AUTHORIZING AND general circulation in said county, which newspaper PROVIDING FORTHEISSUANCEOF GENERAL OBLIGATION has been admitted to the mails as second class matter in IMPROVEMENT AND REFUNDING BONDS, said county, and continuously and uninterruptedly SERIES 2020-B, OF THE CITY OF SALINA,KANSAS: published for five consecutive years prior to first PROVIDING FOR THELEVYANDCOLLECTION OF AN ANNUAL TAX FOR publication of attached notice,and that the THE PURPOSE OF PAYING THE PRINCIPAL OF AND Ordinance 20-11041 Notice has INTERESTON SAID BONDS AS THEY BECOME DUE:. AUTHORIZING CERTAIN' been correctly published in the entire issue of said OTHER DOCUMENTS AND ACTIONS IN CONNECTION newspaper one time,publication being given in the issue THEREWITH;AND MAKING CERTAIN COVENANTS of October 23&24, 2020 WITH RESPECT THERETO. The• Seriesthe 2020-Ba Bonds approvedCS7.11/4....)....L.„....).....t."\ ‘,„.:::_k_ iniby the Ordinancehare being issued in the principal amount of $8,450,000. to pay Subscribed and sworn to before me,this2 L/ 4_h a portion of the costs of certain P public improvements and td refund previously issued general obligation bonds and a KDHE loan of the City,and constitute general dayof L-1--f) LP A.D. 20 z obligations of the City payable as to both principal andinterest,tothe extent necessary,from ad valorem A0 taxes which may be levied without limitation as to rate or amount upon all the taxable tangible properly,real and personal,within Notary Public the territorial limits of the City. A complete text of the Ordinance may be obtained or viewed free Printer's Fee$13 I.50 of charge at the office of the City Clerk,300 WestAsh Street,Salina.. Kansas 67402. A reproduction of the Ordinance is available for WENDY CHROBAK not less than 7 days following the t !. publication date etthisSummaryatNotaryPublic,State of Kansas wwwsalina-ks.go_v. r!'l'_ My Appointment Expires This Summary is hereby 2a- Z n 2 V certified to be legallyaccurate and 1sufficient pursuant to the laws of theState ct Kansas. DATED:October 19,2020. 1t) RESOLUTION NO. 20-7888 OF THE CITY OF SALINA, KANSAS ADOPTED OCTOBER 19, 2020 ____________________ GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B i TABLE OF CONTENTS ARTICLE I DEFINITIONS Definitions of Words and Terms. .................................................................................. 1 ARTICLE II AUTHORIZATION AND DETAILS OF THE BONDS Authorization of the Bonds. .......................................................................................... 9 Description of the Bonds. .............................................................................................. 9 Designation of Paying Agent and Bond Registrar. ....................................................... 9 Method and Place of Payment of the Bonds. .............................................................. 10 Payments Due on Saturdays, Sundays and Holidays. ................................................. 10 Registration, Transfer and Exchange of Bonds. .......................................................... 11 Execution, Registration, Authentication and Delivery of Bonds. ............................... 12 Mutilated, Lost, Stolen or Destroyed Bonds. .............................................................. 12 Cancellation and Destruction of Bonds Upon Payment. ............................................. 12 Book-Entry Bonds; Securities Depository. ................................................................. 13 Nonpresentment of Bonds. .......................................................................................... 14 Preliminary and Final Official Statement. .................................................................. 14 Sale of the Bonds. ....................................................................................................... 14 ARTICLE III REDEMPTION OF BONDS Redemption by Issuer. ................................................................................................. 15 Selection of Bonds to be Redeemed............................................................................ 15 Notice and Effect of Call for Redemption. ................................................................. 16 ARTICLE IV SECURITY FOR BONDS Security for the Bonds. ................................................................................................ 18 Levy and Collection of Annual Tax; Transfer to Debt Service Account. ................... 18 ARTICLE V ESTABLISHMENT OF FUNDS AND ACCOUNTS DEPOSIT AND APPLICATION OF BOND PROCEEDS Creation of Funds and Accounts. ................................................................................ 18 Deposit of Bond Proceeds. .......................................................................................... 19 Application of Moneys in the Improvement Fund. ..................................................... 19 Substitution of Improvements; Reallocation of Proceeds. .......................................... 19 Application of Moneys in the Refunded Bonds Redemption Fund. ........................... 20 Application of Moneys in the Refunded Loan Redemption Fund. ............................. 20 Application of Moneys in Debt Service Account. ...................................................... 20 Application of Moneys in the Rebate Fund. ............................................................... 20 Deposits and Investment of Moneys. .......................................................................... 21 ARTICLE VI DEFAULT AND REMEDIES Remedies. .................................................................................................................... 21 ii Limitation on Rights of Owners. ................................................................................. 21 Remedies Cumulative. ................................................................................................ 22 ARTICLE VII DEFEASANCE Defeasance. ................................................................................................................. 22 ARTICLE VIII TAX COVENANTS General Covenants. ..................................................................................................... 23 Survival of Covenants. ................................................................................................ 23 ARTICLE IX CONTINUING DISCLOSURE REQUIREMENTS Disclosure Requirements. ........................................................................................... 23 Failure to Comply with Continuing Disclosure Requirements. .................................. 23 ARTICLE X MISCELLANEOUS PROVISIONS Annual Audit. .............................................................................................................. 23 Amendments. .............................................................................................................. 24 Notices, Consents and Other Instruments by Owners. ................................................ 25 Notices. ....................................................................................................................... 25 Electronic Transactions. .............................................................................................. 25 Further Authority. ....................................................................................................... 26 Severability. ................................................................................................................ 26 Governing Law. .......................................................................................................... 26 Effective Date. ............................................................................................................ 26 EXHIBIT A – FORM OF BONDS ............................................................................................................ A-1 [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] 1 RESOLUTION NO. 20-7888 A RESOLUTION PRESCRIBING THE FORM AND DETAILS OF AND AUTHORIZING AND DIRECTING THE SALE AND DELIVERY OF GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS, SERIES 2020-B, OF THE CITY OF SALINA, KANSAS, PREVIOUSLY AUTHORIZED BY ORDINANCE NO. 20-11041 OF THE ISSUER; MAKING CERTAIN COVENANTS AND AGREEMENTS TO PROVIDE FOR THE PAYMENT AND SECURITY THEREOF; AND AUTHORIZING CERTAIN OTHER DOCUMENTS AND ACTIONS CONNECTED THEREWITH. WHEREAS, the Issuer has heretofore passed the Ordinance authorizing the issuance of the Bonds; and WHEREAS, the Ordinance authorized the City Commission of the Issuer (the “Governing Body”) to adopt a resolution prescribing certain details and conditions and to make certain covenants with respect to the issuance of the Bonds; and WHEREAS, the Governing Body hereby finds and determines that it is necessary for the Issuer to authorize the issuance and delivery of the Bonds in the principal amount of $8,450,000 to pay the costs of the Improvements, prepay the Refunded Loan and refund the Refunded Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SALINA, KANSAS, AS FOLLOWS: ARTICLE I DEFINITIONS Definitions of Words and Terms. In addition to words and terms defined elsewhere herein, the following words and terms as used in this Bond 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, including Article 12, Section 5 thereof, and statutes of the State including K.S.A. 10-101 to 10-125, inclusive, K.S.A. 10-427 et seq., K.S.A. 10-620 et seq., K.S.A. 12-110c, and K.S.A. 65-163d et seq., all as amended and supplemented from time to time. “Authorized Denomination” means $5,000 or any integral multiples thereof. “Beneficial Owner” of the Bonds includes any Owner of the Bonds and any other Person who, directly or indirectly has the investment power with respect to such Bonds. “Bond and Interest Fund” means the Bond and Interest Fund of the Issuer for its general obligation bonds. 2 “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. “Bond Payment Date” means any date on which principal of or interest on any Bond is payable. “Bond Register” means the books for the registration, transfer and exchange of Bonds kept at the office of the Bond Registrar. “Bond Registrar” means the State Treasurer and any successors and assigns. “Bond Resolution” means this resolution relating to the Bonds. “Bonds” or “Bond” means the General Obligation Improvement and Refunding Bonds, Series 2020-B, authorized and issued by the Issuer pursuant to the Ordinance and this Bond Resolution. “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. “Cede & Co.” means Cede & Co., as nominee of DTC and any successor nominee of DTC. “City” means the City of Salina, Kansas. “Clerk” means the duly appointed and/or elected Clerk or, in the Clerk’s absence, the duly appointed Deputy Clerk or Acting Clerk of the Issuer. “Code” means the Internal Revenue Code of 1986, as amended, and the applicable regulations promulgated thereunder by the United States Department of the Treasury. “Costs of Issuance” means all costs of issuing the Bonds, 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 connection with compliance with the Code, all expenses incurred in connection with receiving ratings on the Bonds, and any premiums or expenses incurred in obtaining municipal bond insurance on the Bonds. “Dated Date” means November 19, 2020. “Debt Service Account” means the Debt Service Account for General Obligation Improvement and Refunding Bonds, Series 2020-B created within the Bond and Interest Fund pursuant to Section 501 hereof. “Debt Service Requirements” means the aggregate principal payments (whether at maturity or pursuant to scheduled mandatory sinking fund redemption requirements) and interest payments on the Bonds 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 Bond which is payable but not paid on any Interest Payment Date. 3 “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) such cash and the principal of and interest on such United States Government Obligations (plus any cash in the escrow fund) are sufficient to meet the liabilities of the obligations; (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. “Director of Finance” means the duly appointed and acting Director of Finance of the Issuer or, in the Director of Finance’s absence, the duly appointed Deputy, Assistant or Acting Director of Finance of the Issuer. “Disclosure Undertaking” means the Continuing Disclosure Undertaking, dated as of the Dated Date, relating to certain obligations contained in the SEC Rule. “DTC” means The Depository Trust Company, a limited-purpose trust company organized under the laws of the State of New York, and its successors and assigns, including any successor securities depository duly appointed. “DTC Representation Letter” means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed. “Event of Default” means each of the following occurrences or events: 4 (a) Payment of the principal and of the redemption premium, if any, of any of the Bonds 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 Bonds 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 Bonds or in this Bond Resolution (other than the covenants relating to continuing disclosure requirements contained herein and in the Disclosure Undertaking) 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 Bonds 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 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 of Financeable 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 pursuant to or referred to in Section 501 hereof. “Governing Body” means the City Commission of the Issuer. “Improvement Fund” means the Improvement Fund for General Obligation Improvement and Refunding Bonds, Series 2020-B created pursuant to Section 501 hereof. “Improvements” means the improvements referred to in the preamble to the Ordinance 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 Bond Resolution. “Interest Payment Date(s)” means the Stated Maturity of an installment of interest on any Bond which shall be April 1 and October 1 of each year, commencing April 1, 2021. “Issue Date” means the date when the Issuer delivers the Bonds to the Purchaser in exchange for the Purchase Price. “Issuer” means the City and any successors or assigns. “KDHE” means the Kansas Department of Health and Environment. 5 “Loan” means the KDHE Loan for KPWSLF Project No. 2841 between the Issuer and KDHE, dated January 13, 2014, maturing August 1, 2036, in the aggregate outstanding principal amount of $3,520,775. “Maturity” when used with respect to any Bond means the date on which the principal of such Bond 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. “Notice Address” means with respect to the following entities: (a) To the Issuer at: 300 West Ash Street Salina, Kansas 67402 Fax: (785) 309-5711 (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 (c) To the Purchaser: Robert W. Baird & Co., Inc. One Harding Road, Suite 207 Red Bank, New Jersey 07701 (d) To the Rating Agency(ies): Moody’s Municipal Rating Desk 7 World Trade Center 250 Greenwich Street, 23rd Floor New York, New York 10007 S&P Global Ratings, a division of S&P Global Inc. 55 Water Street, 38th Floor New York, New York 10004 or such other address as is furnished in writing to the other parties referenced herein. “Notice Representative” means: 6 (a) With respect to the Issuer, the Clerk. (b) With respect to the Bond Registrar and Paying Agent, the Director of Fiscal Services. (c) With respect to any Purchaser, the manager of its Municipal Bond Department. (d) With respect to any Rating Agency, any Vice President thereof. “Official Statement” means Issuer’s Official Statement relating to the Bonds. “Ordinance” means Ordinance No. 20-11041 of the Issuer authorizing the issuance of the Bonds, as amended from time to time. “Outstanding” means, when used with reference to the Bonds, as of a particular date of determination, all Bonds theretofore authenticated and delivered, except the following Bonds: (a) Bonds theretofore canceled by the Paying Agent or delivered to the Paying Agent for cancellation; (b) Bonds deemed to be paid in accordance with the provisions of Article VII hereof; and (c) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered hereunder. “Owner” when used with respect to any Bond means the Person in whose name such Bond is registered on the Bond Register. Whenever consent of the Owners is required pursuant to the terms of this Bond Resolution, and the Owner of the Bonds, as set forth on the Bond Register, is Cede & Co., the term Owner shall be deemed to be the Beneficial Owner of the Bonds. “Participants” means those financial institutions for whom the Securities Depository effects book- entry transfers and pledges of securities deposited with the Securities Depository, as such listing of Participants exists at the time of such reference. “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 mortgage association; (g) repurchase agreements for securities described in (c) or (f); (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 (f); (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 (l) bonds of any municipality of the State as defined in 7 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. “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 principal amount of the Bonds plus accrued interest to the date of delivery, plus a bid premium of $540,521.38. “Purchaser” means Robert W. Baird & Co., Inc., Red Bank, New Jersey, the original purchaser of the Bonds, and any successor and assigns. “Rating Agency” means any company, agency or entity that provides, pursuant to request of the Issuer, financial ratings for the Bonds. “Rebate Fund” means the Rebate Fund for General Obligation Improvement and Refunding Bonds, Series 2020-B 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” means, when used with respect to any Bond to be redeemed, the date fixed for the redemption of such Bond pursuant to the terms of this Bond Resolution. “Redemption Price” means, when used with respect to any Bond to be redeemed, the price at which such Bond is to be redeemed pursuant to the terms of this Bond Resolution, including the applicable redemption premium, if any, but excluding installments of interest whose Stated Maturity is on or before the Redemption Date. “Refunded Bonds” means collectively: (a) the Series 2010-B Bonds maturing in the years 2021 to 2023, inclusive, in the aggregate principal amount of $745,000; and (b) the Series 2012-A Bonds maturing in the years 2021 to 2027, inclusive, in the aggregate principal amount of $1,185,000. “Refunded Bonds Paying Agent” means the paying agent for each series of the Refunded Bonds as designated in the respective Refunded Bonds Resolution, and any successor or successors at the time acting as paying agent for any of the Refunded Bonds. “Refunded Bonds Redemption Date” means November 20, 2020. “Refunded Bonds Redemption Fund” means the fund by that name created pursuant to Section 501 hereof. “Refunded Bonds Resolution” means each ordinance and resolution which authorized the Refunded Bonds. “Refunded Loan” means the outstanding principal amount of the Loan. “Refunded Loan Paying Agent” means KDHE. “Refunded Loan Redemption Date” means December 4, 2020. 8 “Refunded Loan Redemption Fund” means the fund by that name created pursuant to Section 501 hereof. “Replacement Bonds” means Bonds issued to the Beneficial Owners of the Bonds in accordance with Section 213 hereof. “SEC Rule” means Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934. “Securities Depository” means, initially, DTC, and its successors and assigns. “Series 2010-B Bonds” means the Issuer’s General Obligation Refunding Bonds, Series 2010-B, dated October 15, 2010. “Series 2012-A Bonds” means the Issuer’s General Obligation Internal Improvement Bonds, Series 2012-A, dated July 15, 2012. “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. “Stated Maturity” when used with respect to any Bond or any installment of interest thereon means the date specified in such Bond and this Bond Resolution as the fixed date on which the principal of such Bond or such installment of interest is due and payable. “Substitute Improvements” means the substitute or additional improvements of the Issuer described in Article V hereof. “Term Bonds” means the Bonds scheduled to mature in the year 2034. “Treasurer” means the duly appointed and/or elected Treasurer of the Issuer 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. 9 ARTICLE II AUTHORIZATION AND DETAILS OF THE BONDS Authorization of the Bonds. The Bonds have been heretofore authorized and directed to be issued pursuant to the Ordinance in the principal amount of $8,450,000, for the purpose of providing funds to: (a) pay the costs of the Improvements; (b) pay costs of issuance of the Bonds; (c) prepay the Refunded Loan; and (d) refund the Refunded Bonds. Description of the Bonds. The Bonds shall consist of fully registered bonds in an Authorized Denomination, and shall be numbered in such manner as the Bond Registrar shall determine. All of the Bonds shall be dated as of the Dated Date, shall become due in the amounts, on the Stated Maturities, subject to redemption and payment prior to their Stated Maturities as provided in Article III hereof, and shall bear interest at the rates per annum as follows: SERIAL BONDS Stated Maturity October 1 Principal Amount Annual Rate of Interest Stated Maturity October 1 Principal Amount Annual Rate of Interest 2021 $835,000 3.000% 2028 $455,000 3.000% 2022 830,000 3.000 2029 465,000 3.000 2023 670,000 3.000 2030 480,000 3.000 2024 560,000 3.000 2031 405,000 3.000 2025 575,000 3.000 2035 440,000 2.000 2026 595,000 3.000 2036 250,000 2.125 2027 610,000 3.000 TERM BONDS Stated Maturity October 1 Principal Amount Annual Rate of Interest 2034 $1,280,000 2.000% The Bonds shall bear interest at the above specified rates (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 Interest Payment Date to which interest has been paid on the Interest Payment Dates in the manner set forth in Section 204 hereof. Each of the Bonds, 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, K.S.A. 10-620 et seq. Designation of Paying Agent and Bond Registrar. The State Treasurer is hereby designated as the Paying Agent for the payment of principal of and interest on the Bonds and Bond Registrar with respect to the registration, transfer and exchange of Bonds. The Mayor of the Issuer is hereby authorized and empowered to execute on behalf of the Issuer an agreement with the Bond Registrar and Paying Agent for the Bonds. 10 The Issuer will at all times maintain a Paying Agent and Bond 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 Bond Registrar by (a) filing with the Paying Agent or Bond Registrar then performing such function a certified copy of the proceedings giving notice of the termination of such Paying Agent or Bond Registrar and appointing a successor, and (b) causing notice of appointment of the successor Paying Agent and Bond Registrar to be given by first class mail to each Owner. No resignation or removal of the Paying Agent or Bond Registrar shall become effective until a successor has been appointed and has accepted the duties of Paying Agent or Bond Registrar. Every Paying Agent or Bond Registrar appointed hereunder shall at all times meet the requirements of K.S.A. 10-501 et seq. and K.S.A. 10-620 et seq., respectively. Method and Place of Payment of the Bonds. The principal of, or Redemption Price, and interest on the Bonds shall be payable in any coin or currency which, on the respective dates of payment thereof, is legal tender for the payment of public and private debts. The principal or Redemption Price of each Bond shall be paid at Maturity to the Person in whose name such Bond is registered on the Bond Register at the Maturity thereof, upon presentation and surrender of such Bond at the principal office of the Paying Agent. The interest payable on each Bond on any Interest Payment Date shall be paid to the Owner of such Bond as shown on the Bond 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 Bond Register or at such other address as is furnished to the Paying Agent in writing by such Owner; or (b) in the case of an interest payment to Cede & Co. or any Owner of $500,000 or more in aggregate principal amount of Bonds, by electronic transfer to such Owner upon written notice given to the Bond Registrar by such 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 Bond shall cease to be payable to the Owner of such Bond on the relevant Record Date and shall be payable to the Owner in whose name such Bond 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 Bond and the date of the proposed payment (which date shall be at least 30 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. Following 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 therefore to be mailed, by first class mail, postage prepaid, to each Owner of a Bond entitled to such notice at the address of such Owner as it appears on the Bond 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 Bonds and at least annually shall forward a copy or summary of such records to the Issuer. Payments Due on Saturdays, Sundays and Holidays. In any case where a Bond Payment Date is not a Business Day, then payment of principal, Redemption Price or interest need not be 11 made on such Bond Payment Date but may be made on the next succeeding Business Day with the same force and effect as if made on such Bond Payment Date, and no interest shall accrue for the period after such Bond Payment Date. Registration, Transfer and Exchange of Bonds. The Issuer covenants that, as long as any of the Bonds remain Outstanding, it will cause the Bond Register to be kept at the office of the Bond Registrar as herein provided. Each Bond when issued shall be registered in the name of the Owner thereof on the Bond Register. Bonds may be transferred and exchanged only on the Bond Register as provided in this Section. Upon surrender of any Bond at the principal office of the Bond Registrar, the Bond Registrar shall transfer or exchange such Bond for a new Bond or Bonds in any Authorized Denomination of the same Stated Maturity and in the same aggregate principal amount as the Bond that was presented for transfer or exchange. Bonds 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 Bond 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 Bonds is exercised, the Bond Registrar shall authenticate and deliver Bonds in accordance with the provisions of this Bond Resolution. The Issuer shall pay the fees and expenses of the Bond Registrar for the registration, transfer and exchange of Bonds provided for by this Bond Resolution and the cost of printing a reasonable supply of registered bond blanks. Any additional costs or fees that might be incurred in the secondary market, other than fees of the Bond Registrar, are the responsibility of the Owners of the Bonds. 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 Code § 3406, such amount may be deducted by the Paying Agent from amounts otherwise payable to such Owner hereunder or under the Bonds. The Issuer and the Bond Registrar shall not be required (a) to register the transfer or exchange of any Bond 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 Bond 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 Bond is registered on the Bond Register as the absolute Owner of such Bond, whether such Bond 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 Bond 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 Bond 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 Bond Registrar, the Bond Register may be inspected and copied by the Owners (or a designated representative thereof) of 10% or more in principal amount of the Bonds then Outstanding or any designated representative of such Owners whose authority is evidenced to the satisfaction of the Bond Registrar. 12 Execution, Registration, Authentication and Delivery of Bonds. Each of the Bonds, including any Bonds issued in exchange or as substitutions for the Bonds 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 Bonds in the manner herein specified, and to cause the Bonds 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 Bonds 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. In case any officer whose signature appears on any Bonds ceases to be such officer before the delivery of such Bonds, such signature shall nevertheless be valid and sufficient for all purposes, as if such person had remained in office until delivery. Any Bond may be signed by such persons who at the actual time of the execution of such Bond are the proper officers to sign such Bond although at the date of such Bond such persons may not have been such officers. The Mayor and Clerk are hereby authorized and directed to prepare and execute the Bonds as herein specified, and when duly executed, to deliver the Bonds to the Bond Registrar for authentication. The Bonds 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 Bond Registrar, but it shall not be necessary that the same officer or employee sign the certificate of authentication on all of the Bonds that may be issued hereunder at any one time. No Bond shall be entitled to any security or benefit under this Bond Resolution or be valid or obligatory for any purpose unless and until such certificate of authentication has been duly executed by the Bond Registrar. Such executed certificate of authentication upon any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Bond Resolution. Upon authentication, the Bond Registrar shall deliver the Bonds to the Purchaser upon instructions of the Issuer or its representative. Mutilated, Lost, Stolen or Destroyed Bonds. If (a) any mutilated Bond is surrendered to the Bond Registrar or the Bond Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Bond, and (b) there is delivered to the Issuer and the Bond Registrar such security or indemnity as may be required by each of them, then, in the absence of notice to the Issuer or the Bond Registrar that such Bond has been acquired by a bona fide purchaser, the Issuer shall execute and, upon the Issuer’s request, the Bond Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a new Bond of the same Stated Maturity and of like tenor and principal amount. If any such mutilated, destroyed, lost or stolen Bond has become or is about to become due and payable, the Issuer, in its discretion, may pay such Bond instead of issuing a new Bond. Upon the issuance of any new Bond under this Section, the Issuer and the Paying Agent 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 Bond 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 Bond Resolution equally and ratably with all other Outstanding Bonds. Cancellation and Destruction of Bonds Upon Payment. All Bonds 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 13 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 Bonds so cancelled and destroyed and shall file an executed counterpart of such certificate with the Issuer. Book-Entry Bonds; Securities Depository. The Issuer and Paying Agent have entered into a DTC Representation Letter with DTC. The Bonds shall initially be registered to Cede & Co., the nominee for the Securities Depository, and no Beneficial Owner will receive certificates representing their respective interests in the Bonds, except in the event the Bond Registrar issues Replacement Bonds as provided in this Section. It is anticipated that during the term of the Bonds, the Securities Depository will make book-entry transfers among its Participants and receive and transmit payment of principal of, premium, if any, and interest on, the Bonds to the Participants until and unless the Bond Registrar authenticates and delivers Replacement Bonds to the Beneficial Owners as described in the following paragraph. The Issuer may decide, subject to the requirements of the Operational Arrangements of DTC (or a successor Securities Depository), and the following provisions of this section to discontinue use of the system of book-entry transfers through DTC (or a successor Securities Depository): (a) If the Issuer determines (1) that the Securities Depository is unable to properly discharge its responsibilities, or (2) that the Securities Depository is no longer qualified to act as a securities depository and registered clearing agency under the Securities and Exchange Act of 1934, as amended, or (3) that the continuation of a book-entry system to the exclusion of any Bonds being issued to any Owner other than Cede & Co. is no longer in the best interests of the Beneficial Owners of the Bonds; or (b) if the Bond Registrar receives written notice from Participants having interests in not less than 50% of the Bonds Outstanding, as shown on the records of the Securities Depository (and certified to such effect by the Securities Depository), that the continuation of a book-entry system to the exclusion of any Bonds being issued to any Owner other than Cede & Co. is no longer in the best interests of the Beneficial Owners of the Bonds, then the Bond Registrar shall notify the Owners of such determination or such notice and of the availability of certificates to Owners requesting the same, and the Bond Registrar shall register in the name of and authenticate and deliver Replacement Bonds to the Beneficial Owners or their nominees in principal amounts representing the interest of each, making such adjustments as it may find necessary or appropriate as to accrued interest and previous calls for redemption; provided, that in the case of a determination under (a)(1) or (a)(2) of this paragraph, the Issuer, with the consent of the Bond Registrar, may select a successor securities depository in accordance with the following paragraph to effect book-entry transfers. In such event, all references to the Securities Depository herein shall relate to the period of time when the Securities Depository has possession of at least one Bond. Upon the issuance of Replacement Bonds, all references herein to obligations imposed upon or to be performed by the Securities Depository shall be deemed to be imposed upon and performed by the Bond Registrar, to the extent applicable with respect to such Replacement Bonds. If the Securities Depository resigns and the Issuer, the Bond Registrar or Owners are unable to locate a qualified successor of the Securities Depository in accordance with the following paragraph, then the Bond Registrar shall authenticate and cause delivery of Replacement Bonds to Owners, as provided herein. The Bond Registrar may rely on information from the Securities Depository and its Participants as to the names of the Beneficial Owners of the Bonds. The cost of printing, registration, authentication, and delivery of Replacement Bonds shall be paid for by the Issuer. In the event the Securities Depository resigns, is unable to properly discharge its responsibilities, or is no longer qualified to act as a securities depository and registered clearing agency under the Securities and Exchange Act of 1934, as amended, the Issuer may appoint a successor Securities Depository provided the Bond Registrar receives written evidence satisfactory to the Bond Registrar with respect to the ability 14 of the successor Securities Depository to discharge its responsibilities. Any such successor Securities Depository shall be a securities depository which is a registered clearing agency under the Securities and Exchange Act of 1934, as amended, or other applicable statute or regulation that operates a securities depository upon reasonable and customary terms. The Bond Registrar upon its receipt of a Bond or Bonds for cancellation shall cause the delivery of Bonds to the successor Securities Depository in an Authorized Denominations and form as provided herein. Nonpresentment of Bonds. If any Bond is not presented for payment when the principal thereof becomes due at Maturity, if funds sufficient to pay such Bond have been made available to the Paying Agent all liability of the Issuer to the Owner thereof for the payment of such Bond 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 Bond, who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Bond Resolution or on, or with respect to, said Bond. If any Bond is not presented for payment within four (4) years following the date when such Bond 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 Bond, and such Bond 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. Preliminary and Final Official Statement. The Preliminary Official Statement dated October 13, 2020, as supplemented on October 16, 2020, is hereby ratified and approved. For the purpose of enabling the Purchaser to comply with the requirements of Section (b)(1) of the SEC 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 permitted by Section (b)(1) of the SEC Rule, and the appropriate officers of the Issuer are hereby authorized, if requested, to provide the Purchaser a letter or certification to such effect and to 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 SEC Rule. The Official Statement is hereby authorized to be prepared by supplementing, amending and completing the Preliminary Official Statement, with such changes and additions thereto as are necessary to conform to and describe the transaction. The Mayor and Director of Finance are hereby authorized to execute the Official Statement as so supplemented, amended and completed, and the use and public distribution of the Official Statement by the Purchaser in connection with the reoffering of the Bonds is hereby authorized. The proper officials of the Issuer are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the Issue Date. The Issuer agrees to provide to the Purchaser within seven business days of the date of the sale of Bonds sufficient copies of the Official Statement to enable the Purchaser to comply with the requirements of the SEC Rule and Rule G-32 of the Municipal Securities Rulemaking Board. Sale of the Bonds. The sale of the Bonds to the Purchaser is hereby approved and confirmed. The Mayor and Clerk are hereby authorized to execute the official bid form submitted by the Purchaser. Delivery of the Bonds shall be made to the Purchaser on the Issue Date (which shall be as soon as practicable after the adoption of this Bond Resolution), upon payment of the Purchase Price. 15 ARTICLE III REDEMPTION OF BONDS Redemption by Issuer. Optional Redemption. At the option of the Issuer, Bonds maturing on October 1 in the years 2028, and thereafter, will be subject to redemption and payment prior to their Stated Maturity on October 1, 2027, and thereafter, as a whole or in part (selection of maturities and the amount of Bonds of each maturity to be redeemed to be determined by the Issuer in such equitable manner as it may determine) at any time, at the Redemption Price of 100% (expressed as a percentage of the principal amount), plus accrued interest to the Redemption Date. Mandatory Redemption. The Term Bonds shall be subject to mandatory redemption and payment prior to Stated Maturity pursuant to the mandatory redemption requirements of this Section at a Redemption Price equal to 100% of the principal amount thereof plus accrued interest to the Redemption Date. The taxes levied in Article IV hereof which are to be deposited into the Debt Service Account shall be sufficient to redeem, and the Issuer shall redeem on October 1 in each year, the following principal amounts of such Term Bonds: Principal Amount Year $420,000 2032 425,000 2033 435,000 2034* _______________ *Final Maturity At its option, to be exercised on or before the 45th day next preceding any mandatory Redemption Date, the Issuer may: (1) deliver to the Paying Agent for cancellation Term Bonds subject to mandatory redemption on said mandatory Redemption Date, in any aggregate principal amount desired; or (2) furnish the Paying Agent funds, together with appropriate instructions, for the purpose of purchasing any Term Bonds subject to mandatory redemption on said mandatory Redemption Date from any Owner thereof whereupon the Paying Agent shall expend such funds for such purpose to such extent as may be practical; or (3) receive a credit with respect to the mandatory redemption obligation of the Issuer under this Section for any Term Bonds subject to mandatory redemption on said mandatory Redemption Date which, prior to such date, have been redeemed (other than through the operation of the mandatory redemption requirements of this subsection) and cancelled by the Paying Agent and not theretofore applied as a credit against any redemption obligation under this subsection. Each Term Bond so delivered or previously purchased or redeemed shall be credited at 100% of the principal amount thereof on the obligation of the Issuer to redeem Term Bonds of the same Stated Maturity on such mandatory Redemption Date, and any excess of such amount shall be credited on future mandatory redemption obligations for Term Bonds of the same Stated Maturity as designated by the Issuer, and the principal amount of Term Bonds to be redeemed by operation of the requirements of this Section shall be accordingly reduced. If the Issuer intends to exercise any option granted by the provisions of clauses (1), (2) or (3) above, the Issuer will, on or before the 45th day next preceding each mandatory Redemption Date, furnish the Paying Agent a written certificate indicating to what extent the provisions of said clauses (1), (2) and (3) are to be complied with, with respect to such mandatory redemption payment. Selection of Bonds to be Redeemed. Bonds shall be redeemed only in an Authorized Denomination. When less than all of the Bonds are to be redeemed and paid prior to their Stated 16 Maturity, such Bonds shall be redeemed in such manner as the Issuer shall determine. Bonds of less than a full Stated Maturity shall be selected by the Bond Registrar in a minimum Authorized Denomination of principal amount in such equitable manner as the Bond Registrar may determine. In the case of a partial redemption of Bonds by lot when Bonds of denominations greater than a minimum Authorized Denomination are then Outstanding, then for all purposes in connection with such redemption a minimum Authorized Denomination of face value shall be treated as though it were a separate Bond 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 Bond 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 Bond to the Bond 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 Bond or Bonds of the aggregate principal amount of the unredeemed portion of the principal amount of such Bond. If the Owner of any such Bond fails to present such Bond to the Paying Agent for payment and exchange as aforesaid, such Bond 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). Notice and Effect of Call for Redemption. In the event the Issuer desires to call the Bonds for redemption prior to maturity, written notice of such intent shall be provided to the Bond Registrar in accordance with K.S.A. 10-129, as amended, not less than 45 days prior to the Redemption Date. The Bond Registrar shall call Bonds for redemption and payment and shall give notice of such redemption as herein provided upon receipt by the Bond Registrar at least 45 days prior to the Redemption Date of written instructions of the Issuer specifying the principal amount, Stated Maturities, Redemption Date and Redemption Prices of the Bonds to be called for redemption. The foregoing provisions of this paragraph shall not apply in the case of any mandatory redemption of Term Bonds hereunder, and Term Bonds shall be called by the Paying Agent for redemption pursuant to such mandatory redemption requirements without the necessity of any action by the Issuer and whether or not the Paying Agent holds moneys available and sufficient to effect the required redemption. Unless waived by any Owner of Bonds to be redeemed, if the Issuer shall call any Bonds for redemption and payment prior to the Stated Maturity thereof, the Issuer shall give written notice of its intention to call and pay said Bonds to the Bond Registrar and the Purchaser. In addition, the Issuer shall cause the Bond Registrar to give written notice of redemption to the Owners of said Bonds. 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. 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 Bonds are to be redeemed, the identification (and, in the case of partial redemption of any Bonds, the respective principal amounts) of the Bonds to be redeemed; (d) a statement that on the Redemption Date the Redemption Price will become due and payable upon each such Bond or portion thereof called for redemption and that interest thereon shall cease to accrue from and after the Redemption Date; and 17 (e) the place where such Bonds 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 Bonds or portions of Bonds that are to be redeemed on such Redemption Date. For so long as the Securities Depository is effecting book-entry transfers of the Bonds, the Bond Registrar shall provide the notices specified in this Section to the Securities Depository. It is expected that the Securities Depository shall, in turn, notify its Participants and that the Participants, in turn, will notify or cause to be notified the Beneficial Owners. Any failure on the part of the Securities Depository or a Participant, or failure on the part of a nominee of a Beneficial Owner of a Bond (having been mailed notice from the Bond Registrar, the Securities Depository, a Participant or otherwise) to notify the Beneficial Owner of the Bond so affected, shall not affect the validity of the redemption of such Bond. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds 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 Bonds or portion of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with such notice, the Redemption Price of such Bonds 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 Bond, there shall be prepared for the Owner a new Bond or Bonds of the same Stated Maturity in the amount of the unpaid principal as provided herein. All Bonds 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, the Issuer shall provide such notices of redemption as are required by the Disclosure Undertaking. Further notice may be given by the Issuer or the Bond 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 of redemption plus (1) the CUSIP numbers of all Bonds being redeemed; (2) the date of issue of the Bonds as originally issued; (3) the rate of interest borne by each Bond being redeemed; (4) the maturity date of each Bond being redeemed; and (5) any other descriptive information needed to identify accurately the Bonds 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 Bond Registrar, to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds. (c) Each check or other transfer of funds issued for the payment of the Redemption Price of Bonds being redeemed shall bear or have enclosed the CUSIP number of the Bonds being redeemed with the proceeds of such check or other transfer. 18 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 Bond. ARTICLE IV SECURITY FOR BONDS Security for the Bonds. The Bonds shall be general obligations of the Issuer payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of the improvements financed by the Refunded Bonds and, if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The balance of the principal and interest on the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The full faith, credit and resources of the Issuer are hereby irrevocably pledged for the prompt payment of the principal of and interest on the Bonds as the same become due. Levy and Collection of Annual Tax; Transfer to Debt Service Account. The Governing Body shall annually make provision for the payment of principal of, premium, if any, and interest on the Bonds as the same become due by, to the extent necessary, levying and collecting the necessary taxes and/or assessments upon all of the taxable tangible property within the Issuer in the manner provided by law. The taxes and/or assessments referred to above shall be extended upon the tax rolls in each of the several years, respectively, 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 transferred to the Debt Service Account and shall be used solely for the payment of the principal of and interest on the Bonds as and when the same become due, taking into account any scheduled mandatory redemptions, and the fees and expenses of the Paying Agent. If at any time said taxes and/or assessments are not collected in time to pay the principal of or interest on the Bonds 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 BOND PROCEEDS Creation of Funds and Accounts. Simultaneously with the issuance of the Bonds, there shall be created within the Treasury of the Issuer the following Funds and Accounts: (a) Improvement Fund for General Obligation Improvement and Refunding Bonds, Series 2020-B. 19 (b) Redemption Fund for Refunded Bonds. (c) Redemption Fund for Refunded Loan. (d) Debt Service Account for General Obligation Improvement and Refunding Bonds, Series 2020-B (within the Bond and Interest Fund). (e) Rebate Fund for General Obligation Improvement and Refunding Bonds, Series 2020-B. The Funds and Accounts established herein shall be administered in accordance with the provisions of this Bond Resolution so long as the Bonds are Outstanding. Deposit of Bond Proceeds. The net proceeds received from the sale of the Bonds shall be deposited simultaneously with the delivery of the Bonds as follows: (a) Excess proceeds, if any, received from the sale of the Bonds shall be deposited in the Debt Service Account. (b) An amount necessary to refund the Refunded Bonds shall be deposited in the Refunded Bonds Redemption Fund. (c) An amount necessary to refund the Refunded Loan shall be deposited in the Refunded Loan Redemption Fund. (d) The remaining balance of the proceeds derived from the sale of the Bonds shall be deposited in the Improvement Fund. 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 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; (b) paying interest on the Bonds during construction of the Improvements; (c) paying Costs of Issuance; 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. 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 Bonds 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 in accordance with the laws of the State; (2) a resolution or ordinance authorizing the use of the proceeds of the Bonds to pay the Financeable Costs of the Substitute Improvement has been duly adopted by the Governing Body 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 Bonds to include the Substitute Improvements; and (4) the use of the proceeds of the Bonds to pay the Financeable Cost of the Substitute Improvement will not adversely affect the tax-exempt status of the Bonds under State or federal law. (b) The Issuer may reallocate expenditure of Bond proceeds among all Improvements financed by the Bonds; provided the following conditions are met: (1) the reallocation is approved by the Governing 20 Body; (2) the reallocation shall not cause the proceeds of the Bonds allocated to any Improvement to exceed the Financeable Costs of the Improvement; and (3) the reallocation will not adversely affect the tax-exempt status of the Bonds under State or federal law. Application of Moneys in the Refunded Bonds Redemption Fund. Moneys in the Refunded Bonds Redemption Fund shall be paid and transferred to the Refunded Bonds Paying Agent, with irrevocable instructions to apply such amount to the payment of the Refunded Bonds on the Refunded Bonds Redemption Date. Any moneys remaining in the Refunded Bonds Redemption Fund not needed to retire the Refunded Bonds shall be transferred to the Debt Service Account. Application of Moneys in the Refunded Loan Redemption Fund. Moneys in the Refunded Loan Redemption Fund shall be paid and transferred to the Refunded Loan Paying Agent, with irrevocable instructions to apply such amount to the payment of the Refunded Loan on the Refunded Loan Redemption Date. Any moneys remaining in the Refunded Loan Redemption Fund not needed to retire the Refunded Loan shall be transferred to the Debt Service Account. 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 Bonds as and when the same become due and the usual and customary fees and expenses of the Bond Registrar and Paying Agent. The Treasurer is authorized and directed to withdraw from the Debt Service Account sums sufficient to pay both principal or Redemption Price of and interest on the Bonds and the fees and expenses of the Bond Registrar and Paying Agent as and when the same become due, and to forward such sums to the Paying Agent 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 Bond Registrar and Paying Agent will become due. If, through the lapse of time or otherwise, the Owners of Bonds are no longer entitled to enforce payment of the Bonds 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 Bond Resolution and shall be held in trust by the Paying Agent for the benefit of the Owners of the Bonds entitled to payment from such moneys. Any moneys or investments remaining in the Debt Service Account after the retirement of the Bonds shall be transferred and paid into the Bond and Interest Fund. 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 Bonds 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) 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 determined under the Federal Tax Certificate. Any moneys remaining in the Rebate Fund after redemption and payment of all of the Bonds 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 Bond Resolution, including in particular Article VII hereof, the obligation to pay arbitrage rebate to the United States of America and to comply 21 with all other requirements of this Section and the Federal Tax Certificate shall survive the defeasance or payment in full of the Bonds. 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 Permitted 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 other than the redemption funds may be invested in accordance with this Bond 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, at the discretion of the Issuer, be credited to the Debt Service Account. ARTICLE VI DEFAULT AND REMEDIES Remedies. The provisions of the Bond Resolution, including the covenants and agreements herein contained, shall constitute a contract between the Issuer and the Owners of the Bonds. If an Event of Default occurs and shall be continuing, the Owner or Owners of not less than 10% in principal amount of the Bonds at the time Outstanding shall have the right for the equal benefit and protection of all Owners of Bonds 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 Bond 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 Bonds. Limitation on Rights of Owners. The covenants and agreements of the Issuer contained herein and in the Bonds shall be for the equal benefit, protection, and security of the Owners of any or all of the Bonds, all of which Bonds shall be of equal rank and without preference or priority of one Bond over any other Bond in the application of the funds herein pledged to the payment of the principal of and the interest on the Bonds, or otherwise, except as to rate of interest, date of maturity and right of prior redemption as provided in this Bond 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 22 proceedings at law or in equity shall be instituted, had and maintained for the equal benefit of all Outstanding Bonds. 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 Bond 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 Bonds by this Bond 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 Bonds 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 Defeasance. When any or all of the Bonds, redemption premium, if any, or scheduled interest payments thereon have been paid and discharged, then the requirements contained in this Bond Resolution and the pledge of the Issuer’s faith and credit hereunder and all other rights granted hereby shall terminate with respect to the Bonds or scheduled interest payments thereon so paid and discharged. Bonds, redemption premium, if any, or scheduled interest payments thereon shall be deemed to have been paid and discharged within the meaning of this Bond 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 Bonds 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 Bonds 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 Bonds, no such satisfaction shall occur until (a) the Issuer has elected to redeem such Bonds, 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 Bond Registrar to give such notice of redemption in compliance with Article III hereof. 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 Bonds, 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 Bonds, 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 Bond Resolution. 23 ARTICLE VIII TAX COVENANTS 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 Bonds; and (b) all provisions and requirements of the Federal Tax Certificate. The Mayor and Director of Finance 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 Bonds will remain excluded from federal gross income, to the extent any such actions can be taken by the Issuer. 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 Bonds pursuant to Article VII hereof or any other provision of this Bond Resolution until such time as is set forth in the Federal Tax Certificate. ARTICLE IX CONTINUING DISCLOSURE REQUIREMENTS Disclosure Requirements. The Mayor and Clerk are hereby authorized and directed to execute the Disclosure Undertaking in a form approved by Bond Counsel, for and on behalf of and as the act and deed of the Issuer. The Issuer hereby covenants with the Purchaser and the Beneficial Owners to provide and disseminate such information as is required by the SEC Rule and as further set forth in the Disclosure Undertaking, the provisions of which are incorporated herein by reference. Such covenant shall be for the benefit of and enforceable by the Purchaser and the Beneficial Owners. Failure to Comply with Continuing Disclosure Requirements. In the event the Issuer fails to comply in a timely manner with its covenants contained in the preceding section, the Purchaser and/or any Beneficial Owner may make demand for such compliance by written notice to the Issuer. In the event the Issuer does not remedy such noncompliance within 10 days of receipt of such written notice, the Purchaser or any Beneficial Owner may in its discretion, without notice or demand, proceed to enforce compliance by a suit or suits in equity for the specific performance of such covenant or agreement contained in the preceding section or for the enforcement of any other appropriate legal or equitable remedy, as the Purchaser and/or any Beneficial Owner shall deem effectual to protect and enforce any of the duties of the Issuer under such preceding section. Notwithstanding any other provision of this Bond Resolution, failure of the Issuer to comply with its covenants contained in the preceding section shall not be considered an Event of Default under this Bond Resolution. ARTICLE X MISCELLANEOUS PROVISIONS 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 24 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 Bonds, 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 shall review such audit, and if the audit discloses that proper provision has not been made for all of the requirements of this Bond Resolution, the Issuer shall promptly cure such deficiency. Amendments. The rights and duties of the Issuer and the Owners, and the terms and provisions of the Bonds or of this Bond Resolution, may be amended or modified at any time in any respect by ordinance or resolution of the Issuer with the written consent of the Owners of not less than a majority in principal amount of the Bonds 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 Bond; (b) effect a reduction in the amount which the Issuer is required to pay as principal of or interest on any Bond; (c) permit preference or priority of any Bond over any other Bond; or (d) reduce the percentage in principal amount of Bonds required for the written consent to any modification or alteration of the provisions of this Bond Resolution. Any provision of the Bonds or of this Bond Resolution may, however, be amended or modified by ordinance or resolution duly adopted by the Governing Body at any time in any legal respect with the written consent of the Owners of all of the Bonds at the time Outstanding. Without notice to or the consent of any Owners, the Issuer may amend or supplement this Bond 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 Bonds among Improvements, to provide for Substitute Improvements, to conform this Bond 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 Bonds or of this Bond Resolution, to which the written consent of the Owners is given, as above provided, shall be expressed in a resolution or ordinance adopted by the Governing Body amending or supplementing the provisions of this Bond Resolution and shall be deemed to be a part of this Bond Resolution. A certified copy of every such amendatory or supplemental ordinance or resolution, if any, and a certified copy of this Bond 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 Bond or a prospective purchaser or owner of any Bond authorized by this Bond Resolution, and upon payment of the reasonable cost of preparing the same, a certified copy of any such amendatory or supplemental ordinance or resolution or of this Bond 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 ordinance or resolution of the Issuer hereinabove provided for, duly certified, as well as proof of any required consent to such modification by the Owners of 25 the Bonds then Outstanding. It shall not be necessary to note on any of the Outstanding Bonds any reference to such amendment or modification. The Issuer shall furnish to the Paying Agent a copy of any amendment to the Bonds or this Bond Resolution which affects the duties or obligations of the Paying Agent under this Bond Resolution. 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 similar 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 Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Bond 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 signing such instrument acknowledged before such officer the execution thereof, or by affidavit of any witness to such execution. (b) The fact of ownership of Bonds, the amount or amounts, numbers and other identification of Bonds, and the date of holding the same shall be proved by the Bond Register. In determining whether the Owners of the requisite principal amount of Bonds Outstanding have given any request, demand, authorization, direction, notice, consent or waiver under this Bond Resolution, Bonds owned by the Issuer shall be disregarded and deemed not to be Outstanding under this Bond Resolution, except that, in determining whether the Owners shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Bonds which the Owners know to be so owned shall be so disregarded. Notwithstanding the foregoing, Bonds 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 Bonds and that the pledgee is not the Issuer. Notices. Any notice, request, complaint, demand or other communication required or desired to be given or filed under this Bond 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. 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 form of notice as shall be made with the approval of the Paying Agent shall constitute a sufficient notice. Electronic Transactions. The issuance of the Bonds and the transactions related thereto and described herein may be conducted and documents may be stored by electronic means. All closing documents, certificates, and related instruments may be executed by electronic transmission. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents (or documents executed by electronic transmission) shall be deemed to be authentic and valid counterparts of 26 such documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Further Authority. The officers and officials of the Issuer, including the Mayor, Director of Finance, and Clerk, 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 of this Bond 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. Severability. If any section or other part of this Bond 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 Bond Resolution. Governing Law. This Bond Resolution shall be governed exclusively by and construed in accordance with the applicable laws of the State. Effective Date. This Bond Resolution shall take effect and be in full force from and after its adoption by the Governing Body. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] A-1 EXHIBIT A (FORM OF BONDS) REGISTERED REGISTERED NUMBER $ Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York Corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. UNITED STATES OF AMERICA STATE OF KANSAS COUNTY OF SALINE CITY OF SALINA GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BOND SERIES 2020-B Interest Maturity Dated CUSIP: Rate: Date: Date: November 19, 2020 REGISTERED OWNER: PRINCIPAL AMOUNT: KNOW ALL PERSONS BY THESE PRESENTS: That the City of Salina, in the County of Saline, State of Kansas (the “Issuer”), for value received, hereby acknowledges itself to be indebted and promises to pay to the Registered Owner shown above, or registered assigns, but solely from the source and in the manner herein specified, the Principal Amount shown above on the Maturity Date shown above, unless called for redemption prior to the Maturity Date, and to pay interest thereon at the Interest Rate per annum shown above (computed on the basis of a 360-day year of twelve 30-day months), from the Dated Date shown above, or from the most recent date to which interest has been paid or duly provided for, payable semiannually on April 1 and October 1 of each year, commencing April 1, 2021 (the “Interest Payment Dates”), until the Principal Amount has been paid. Method and Place of Payment. The principal or redemption price of this Bond shall be paid at maturity or upon earlier redemption to the person in whose name this Bond is registered at the maturity or redemption date thereof, upon presentation and surrender of this Bond at the principal office of the Treasurer of the State of Kansas, Topeka, Kansas (the “Paying Agent” and “Bond Registrar”). The interest payable on this Bond on any Interest Payment Date shall be paid to the person in whose name this Bond is registered on the registration books maintained by the Bond Registrar at the close of business on the Record Date(s) for such interest, which shall be the 15th day (whether or not a business day) of the calendar month next preceding the Interest Payment Date. Such interest shall be payable (a) by check or draft mailed by the Paying Agent to the address of such Registered Owner shown on the Bond Register or at such other address as is furnished to the Paying Agent in writing by such Registered Owner; or (b) in the case of an interest payment to Cede & Co. or any Owner of $500,000 or more in aggregate principal amount of Bonds A-2 by electronic transfer to such Owner upon written notice given to the Bond Registrar by such Registered Owner, not less than 15 days prior to the Record Date for such interest, containing the electronic transfer instructions including the bank, ABA routing number and account number to which such Registered Owner wishes to have such transfer directed. The principal or redemption price of and interest on the Bonds shall be payable in any coin or currency that, on the respective dates of payment thereof, is legal tender for the payment of public and private debts. Interest not punctually paid will be paid in the manner established in the within defined Bond Resolution. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the hereinafter defined Bond Resolution. Authorization of Bonds. This Bond is one of an authorized series of Bonds of the Issuer designated “General Obligation Improvement and Refunding Bonds, Series 2020-B,” aggregating the principal amount of $8,450,000 (the “Bonds”) issued for the purposes set forth in the Ordinance of the Issuer authorizing the issuance of the Bonds and the Resolution of the Issuer prescribing the form and details of the Bonds (collectively the “Bond Resolution”). The Bonds are issued by the authority of and in full compliance with the provisions, restrictions and limitations of the Constitution, including Article 12, Section 5 thereof, and laws of the State of Kansas, including K.S.A. 10-427 et seq., K.S.A. 10-620 et seq., K.S.A. 12-110c, and K.S.A. 65-163d et seq., as amended, and all other provisions of the laws of the State of Kansas applicable thereto. General Obligations. The Bonds constitute general obligations of the Issuer payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of the improvements financed by the Refunded Bonds and, if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The balance of the principal and interest on the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The full faith, credit and resources of the Issuer are hereby irrevocably pledged for the prompt payment of the principal of and interest on the Bonds as the same become due. Redemption Prior to Maturity. The Bonds are subject to redemption prior to maturity as set forth in the Bond Resolution. Book-Entry System. The Bonds are being issued by means of a book-entry system with no physical distribution of bond certificates to be made except as provided in the Bond Resolution. One Bond certificate with respect to each date on which the Bonds are stated to mature or with respect to each form of Bonds, registered in the nominee name of the Securities Depository, is being issued and required to be deposited with the Securities Depository and immobilized in its custody. The book-entry system will evidence positions held in the Bonds by the Securities Depository’s participants, beneficial ownership of the Bonds in authorized denominations being evidenced in the records of such participants. Transfers of ownership shall be effected on the records of the Securities Depository and its participants pursuant to rules and procedures established by the Securities Depository and its participants. The Issuer and the Bond Registrar will recognize the Securities Depository nominee, while the Registered Owner of this Bond, as the owner of this Bond for all purposes, including (i) payments of principal of, and redemption premium, if any, and interest on, this Bond, (ii) notices and (iii) voting. Transfer of principal, interest and any redemption premium payments to participants of the Securities Depository, and transfer of principal, interest and any redemption premium payments to beneficial owners of the Bonds by participants of the Securities Depository will be the responsibility of such participants and other nominees of such beneficial owners. The Issuer and the Bond Registrar will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by the Securities Depository, the A-3 Securities Depository nominee, its participants or persons acting through such participants. While the Securities Depository nominee is the owner of this Bond, notwithstanding the provision hereinabove contained, payments of principal of, redemption premium, if any, and interest on this Bond shall be made in accordance with existing arrangements among the Issuer, the Bond Registrar and the Securities Depository. Transfer and Exchange. EXCEPT AS OTHERWISE PROVIDED IN THE BOND RESOLUTION, THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. This Bond may be transferred or exchanged, as provided in the Bond Resolution, only on the Bond Register kept for that purpose at the principal office of the Bond Registrar, upon surrender of this Bond, together with a written instrument of transfer or authorization for exchange satisfactory to the Bond Registrar duly executed by the Registered Owner or the Registered Owner’s duly authorized agent, and thereupon a new Bond or Bonds in any Authorized Denomination of the same maturity and in the same aggregate principal amount shall be issued to the transferee in exchange therefor as provided in the Bond Resolution and upon payment of the charges therein prescribed. The Issuer shall pay all costs incurred in connection with the issuance, payment and initial registration of the Bonds and the cost of a reasonable supply of bond blanks. The Issuer and the Paying Agent may deem and treat the person in whose name this Bond is registered on the Bond Register as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. The Bonds are issued in fully registered form in Authorized Denominations. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the hereinafter defined Bond Resolution until the Certificate of Authentication and Registration hereon shall have been lawfully executed by the Bond Registrar. IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions, and things required to be done and to exist precedent to and in the issuance of this Bond have been properly done and performed and do exist in due and regular form and manner as required by the Constitution and laws of the State of Kansas, and that the total indebtedness of the Issuer, including this series of bonds, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its Clerk, and its seal to be affixed hereto or imprinted hereon. CITY OF SALINA, KANSAS (Facsimile Seal) By: (facsimile) Mayor ATTEST: By: (facsimile) Clerk A-4 CERTIFICATE OF AUTHENTICATION AND REGISTRATION This Bond is one of a series of General Obligation Improvement and Refunding Bonds, Series 2020-B, of the City of Salina, Kansas, described in the within-mentioned Bond Resolution. Registration Date: Office of the State Treasurer, Topeka, Kansas, as Bond Registrar and Paying Agent By Registration Number: 0322-085-111920-____ CERTIFICATE OF CLERK STATE OF KANSAS ) ) SS. COUNTY OF SALINE ) The undersigned, Clerk of the City of Salina, Kansas, does hereby certify that the within Bond has been duly registered in my office according to law as of November 19, 2020. WITNESS my hand and official seal. (Facsimile Seal) By: (facsimile) Clerk CERTIFICATE OF STATE TREASURER OFFICE OF THE TREASURER, STATE OF KANSAS JAKE LATURNER, Treasurer of the State of Kansas, does hereby certify that a transcript of the proceedings leading up to the issuance of this Bond has been filed in the office of the State Treasurer, and that this Bond was registered in such office according to law on ________________. WITNESS my hand and official seal. (Facsimile Seal) By: (facsimile) Treasurer of the State of Kansas A-5 BOND ASSIGNMENT FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer to __________________________________________________________ (Name and Address) __________________________________________________________ (Social Security or Taxpayer Identification No.) the Bond to which this assignment is affixed in the outstanding principal amount of $___________, standing in the name of the undersigned on the books of the Bond Registrar. The undersigned do(es) hereby irrevocably constitute and appoint ____________________ as agent to transfer said Bond on the books of said Bond Registrar with full power of substitution in the premises. Dated Name Social Security or Taxpayer Identification No. Signature (Sign here exactly as name(s) appear on the face of Certificate) Signature guarantee: By LEGAL OPINION The following is a true and correct copy of the approving legal opinion of Gilmore & Bell, P.C., Bond Counsel, which was dated and issued as of the date of original issuance and delivery of such Bonds: GILMORE & BELL, P.C. Attorneys at Law 2405 Grand Boulevard Suite 1100 Kansas City, Missouri 64108 (PRINTED LEGAL OPINION) EVENT NOTICE PURSUANT TO SEC RULE 15c2-12(b)(5)(C) TO: The Municipal Securities Rulemaking Board via the Electronic Municipal Market Access system for municipal securities disclosures (www.emma.msrb.org) Issuer/Obligated Person: City of Salina, Kansas (the "Obligated Person") lssue(s) to which this Report Relates and CUSIP Base Numbers for said Issues: Base Description Series Dated Date Maturities CUSIP No. General Obligation Refunding 2010-B October 15, 20 I 0 2021 to 2023 794743 Bonds General Obligation Internal 2012-A July 15, 2012 2021 to 2027 794743 Improvement Bonds Event Reported: Redemption of above-referenced Bonds on November 20, 2020; see attached Exhibit A-1 and A-2 The information contained in this Notice has been submitted by the Obligated Person pursuant to contractual undertakings the Obligated Person made in accordance with SEC Rule 15c2-12. Nothing contained in the undertaking or this Notice is, or should be construed as, a representation by the Obligated Person 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 Obligated Person. For additional information, contact: CITY OF SALINA, KANSAS City of Salina, Kansas 300 West Ash Street Salina, Kansas 67402 Attention: Clerk Phone No. (785) 309-5735 600596.20208\REDEMPTION DOCS-BONDS Y. I Treasurer of the State of Kansas Landon State Office Bldg. 900 Southwest Jackson, Suite 20 I Topeka, Kansas 66612-123 5 George K. Baum & Company 480 I Main Street, Suite 500 Kansas City, Missouri 64112 RE: EXHIBIT A-I CALL FOR REDEMPTION CITY OF SALINA, KANSAS GENERAL OBLIGATION REFUNDING BONDS SERIES 2010-B, DATED OCTOBER 15, 2010 [CERTIFIED MAIL] Notice is hereby given pursuant to K.S.A. I 0-129, as amended, and pursuant to the provisions of Article III of Resolution No. I 0-6773 (the "Bond Resolution") of the City of Salina, Kansas (the "Issuer"), that the above mentioned bonds described in the attached Notice of Call for Redemption (the "Called Bonds"), have been called for redemption and payment on November 20, 2020, subject to the availability of funds therefor from the proceeds ofrefunding bonds to be issued by the Issuer. The Paying Agent is hereby requested to disseminate the attached Notice of Call for Redemption in accordance with K.S.A. I 0-129 and the Bond Resolution. After redemption of the Called Bonds the Paying Agent is requested to complete the attached Paying Agent's Certification and forward a copy of same to the undersigned. CITY OF SALINA, KANSAS By: ~v\,JI.Ol£ Clerk 600596.20208\REDEMPTION DOCS-BONDS V. I A-1-1 NOTICE OF CALL FOR REDEMPTION CITY OF SALINA, KANSAS GENERAL OBLIGATION REFUNDING BONDS SERIES 2010-B, DATED OCTOBER 15, 2010 Notice is hereby given to the registered owners of the above-captioned bonds (the "Bonds") that pursuant to the provisions of Article III of Resolution No. I 0-6773 (the "Bond Resolution") of the City of Salina, Kansas (the "Issuer"), that the above mentioned bonds described below (the "Called Bonds"), have been called for redemption and payment on November 20, 2020 (the "Redemption Date"), at the principal office of the Treasurer of the State of Kansas, Topeka, Kansas (the "Paying Agent"). Maturity Date Principal Interest CUSIPNo. (October 1) Amount Rate (Base: 794743} 2021 $300,000 2.70% Y4 0 2022 310,000 2.75% Y5 7 2023 135,000 3.00% Y6 5 On the Redemption Date there shall become due and payable, upon the presentation and surrender of each such Called Bond, the redemption price thereof equal to I 00% of the principal amount thereof together with interest accrued to the Redemption Date. Interest shall cease to accrue on the Called Bonds so called for redemption from and after the Redemption Date provided such funds for redemption are on deposit with the Paying Agent, subject to the availability of funds therefor from the proceeds of refunding bonds to be issued by the Issuer. Neither the Issuer nor the Paying Agent shall be responsible for the selection or use of the CUSIP identification numbers shown above or printed on any of the Called Bonds. Said CUSIP identification numbers are included solely for the convenience of the owners of the Bonds. Under the provisions of Section 3406(a)( I) of the Internal Revenue Code of 1986, as amended, paying agents making payments of principal on municipal securities may be obligated to withhold a 28% tax on the payment of principal to registered owners who have failed to provide the paying agent with a valid taxpayer identification number. Registered Owners of the Bonds who wish to avoid the imposition of the tax should provide a certified taxpayer identification number to the Paying Agent when presenting the Bonds for payment. 600596.20208\REDEMPTION DOCS-BONDS V.l CITY OF SALINA, KANSAS By:------------- A-1-2 Treasurer of the State of Kansas, Topeka, Kansas, as Paying Agent ************************ This Notice of Redemption shall be mailed by certified mail to the Treasurer of the State of Kansas, Topeka, Kansas, not less than 45 days prior to the Redemption Date and to George K. Baum & Company, the original purchaser of the Called Bonds, not less than 30 days prior to the Redemption Date. Notice shall also be given to certain repositories in order to comply with the provisions of Rule I 5c2-12 of the Securities and Exchange Commission. Notice may also be given in accordance with guidelines set forth in Securities and Exchange Commission Release No. 34-23856, but such notice is not required by law. The Paying Agent shall notify the registered owners of the Called Bonds as provided in K.S.A. I 0- 129 as amended, and the Bond Resolution. 600596.20208\REDEMPTION DOCS-BONDS V. I A-1-3 PAYING AGENT'S CERTIFICATION CITY OF SALINA, KANSAS GENERAL OBLIGATION REFUNDING BONDS SERIES 2010-B, DATED OCTOBER 15, 2010 The State Treasurer, in its capacity as Paying Agent for the above-captioned Bonds, does hereby certify as follows: l.Capitalized terms not defined herein, shall have the meanings ascribed thereto in theattached Notice of Call for Redemption or the Bond Resolution defined therein. 2.The Called Bonds have been called for redemption and payment on November 20, 2020 (the "Redemption Date"). 3.The full redemption price of the Called Bonds as determined pursuant to the Bond Resolution is calculated as follows: Principal Amount of Called Bonds Accrued Interest to Redemption Date Total $745,000.00 2,814.10 $747,814.10 4.There was deposited with the Paying Agent the sum set forth above, which has beenirrevocably pledged for the payment of the principal of, redemption premium, if any, and interest on the Called Bonds to the Redemption Date. In addition, sufficient funds have been deposited to provide for additional costs associated with such redemption. 5.The Notice of Call for Redemption, a copy of which is attached hereto, was disseminatedin accordance with K.S.A. I 0-129, as amended, and the Bond Resolution. DATED as of November 20, 2020. 600596.20208\REDEMPTION DOC'S-BONDS V. I TREASURER OF THE ST ATE OF KANSAS, TOPEKA, KANSAS By:-------------Director of Fiscal Services A-1-4 Treasurer of the State of Kansas Landon State Office Bldg. 900 Southwest Jackson, Suite 20 I Topeka, Kansas 66612-123 5 UMB Bank, N.A. IO IO Grand Blvd. Kansas City, MO 64106 RE: EXHIBITA-2 CALL FOR REDEMPTION CITY OF SALINA, KANSAS [CERTIFIED MAIL] GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2012-A, DATED JULY 15, 2012 Notice is hereby given pursuant to K.S.A. I 0-I 29, as amended, and pursuant to the provisions of Article IIJ of Resolution No. 12-69 I 7 (the "Bond Resolution") of the City of Salina, Kansas (the "Issuer"), that the above mentioned bonds described in the attached Notice of Call for Redemption (the "Called Bonds"), have been called for redemption and payment on November 20, 2020, subject to the availability of funds therefor from the proceeds of refunding bonds to be issued by the Issuer. The Paying Agent is hereby requested to disseminate the attached Notice of Call for Redemption in accordance with K.S.A. I 0-129 and the Bond Resolution. After redemption of the Called Bonds the Paying Agent is requested to complete the attached Paying Agent's Certification and forward a copy of same to the undersigned. CITY OF SALINA, KANSAS <A .~~ .,N" 11 '\, fl II ,) By: -~=~"""'-"...,.,.._,..c,,c...c..lA.)----'UlA..l)=----=------ Clerk 600596.20208\REDEMPTION DOCS-BONDS V.l A-2-1 NOTICE OF CALL FOR REDEMPTION CITY OF SALINA, KANSAS GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2012-A, DATED JULY 15, 2012 Notice is hereby given to the registered owners of the above-captioned bonds (the "Bonds") that pursuant to the provisions of Article III of Resolution No. 12-6917 (the "Bond Resolution") of the City of Salina, Kansas (the "Issuer") that the above mentioned bonds described below (the "Called Bonds"), have been called for redemption and payment on November 20, 2020 (the "Redemption Date"), at the principal office of the Treasurer of the State of Kansas, Topeka, Kansas (the "Paying Agent"). Maturity Date Principal Interest CUSIPNo. {October 1} Amount Rate {Base: 794743} 2021 $160,000 1.65% 2V 5 2022 160,000 1.85% 2W3 2023 165,000 2.00% 2X I 2024 170,000 2.10% 2Y9 2025 175,000 2.20% 2Z6 2026 I 75,000 2.35% 3A 0 2027 180,000 2.45% 38 8 On the Redemption Date there shall become due and payable, upon the presentation and surrender of each such Called Bond, the redemption price thereof equal to I 00% of the principal amount thereof together with interest accrued to the Redemption Date. Interest shall cease to accrue on the Called Bonds so called for redemption from and after the Redemption Date provided such funds for redemption are on deposit with the Paying Agent, subject to the availability of funds therefor from the proceeds of refunding bonds to be issued by the Issuer. Neither the Issuer nor the Paying Agent shall be responsible for the selection or use of the CUSIP identification numbers shown above or printed on any of the Called Bonds. Said CUSIP identification numbers are included solely for the convenience of the owners of the Bonds. Under the provisions of Section 3406(a)( I) of the Internal Revenue Code of 1986, as amended, paying agents making payments of principal on municipal securities may be obligated to withhold a 28% tax on the payment of principal to registered owners who have failed to provide the paying agent with a valid taxpayer identification number. Registered Owners of the Bonds who wish to avoid the imposition of the tax should provide a certified taxpayer identification number to the Paying Agent when presenting the Bonds for payment. 600596.20208\REDEMPTION DOCS-BONDS V.I CITY OF SALINA, KANSAS By:------------- A-2-2 Treasurer of the State of Kansas, Topeka, Kansas, as Paying Agent ************************ This Notice of Redemption shall be mailed by certified mail to the Treasurer of the State of Kansas, Topeka, Kansas, not less than 45 days prior to the Redemption Date and to UMB Bank, N.A., the original purchaser of the Called Bonds, not less than 30 days prior to the Redemption Date. Notice shall also be given to certain repositories in order to comply with the provisions of Rule 15c2-12 of the Securities and Exchange Commission. Notice may also be given in accordance with guidelines set forth in Securities and Exchange Commission Release No. 34-23856, but such notice is not required by law. The Paying Agent shall notify the registered owners of the Called Bonds as provided in K.S.A. I 0-129 as amended, and the Bond Resolution. 600596.20208\REDEMPTION DOCS-BONDS V.I A-2-3 PAYING AGENT'S CERTIFICATION CITY OF SALINA, KANSAS GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2012-A, DATED JULY 15, 2012 The State Treasurer, in its capacity as Paying Agent for the above-captioned Bonds, does hereby certify as follows: 1.Capitalized terms not defined herein, shall have the meanings ascribed thereto in theattached Notice of Call for Redemption or the Bond Resolution defined therein. 2.The Called Bonds have been called for redemption and payment on November 20, 2020 (the "Redemption Date"). 3.The full redemption price of the Called Bonds as determined pursuant to the BondResolution is calculated as follows: Principal Amount of Called Bonds Accrued Interest to Redemption Date Total $1,185,000.00 3,381.34 $1,188,381.34 4.There was deposited with the Paying Agent the sum set forth above, which has beenirrevocably pledged for the payment of the principal of, redemption premium, if any, and interest on the Called Bonds to the Redemption Date. In addition, sufficient funds have been deposited to provide for additional costs associated with such redemption. 5.The Notice of Call for Redemption, a copy of which is attached hereto, was disseminatedin accordance with K.S.A. I 0-129, as amended, and the Bond Resolution. DATED as of November 20, 2020. 600596.20208\REDEMPTION DOCS-BONDS V.I TREASURER OF THE STATE OF KANSAS, TOPEKA, KANSAS By:-------------Director of Fiscal Services A-2-4 Submission ID: P11086481 Submission Date: 10/6/2020 11:50 AM Status: PUBLISHED Disclosure Categories Rule 15c2-12 Disclosure Bond Call Document File Period Date Conditional_Redemption_Notice.pdf 10/06/2020 Associated Securities The following are associated with this continuing disclosure submission. CUSIP-6 Issuer Name 794743 CITY OF SALINA , KANSAS Total CUSIPs associated with this submission: 10 The disclosure will be published for the following securities. CUSIP-9 Issue Description Dated Date Maturity Date Coupon (%) 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 794743Y65 GENERAL OBLIGATION REFUNDING BONDS SERIES 2010-B 10/15/2010 10/01/2023 3 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 07/15/2012 10/01/2023 2 7947432Y9 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2012-A 07/15/2012 10/01/2024 2.1 7947432Z6 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 7947433B8 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2012-A 07/15/2012 10/01/2027 2.45 Submitter's Contact Information GILMORE & BELL, P.C. Name: BRIAN FUREY Address: 2405 GRAND BLVD. City, State Zip: KANSAS CITY, MO 64108 Phone Number: 8162187552 Email: bfurey@gilmorebell.com Issuer's Contact Information Obligated Person's Contact Information TRANSCRIPT CERTIFICATE $8,450,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B DATED NOVEMBER 19, 2020 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 bonds (the “Bonds”); and do hereby certify as of October 19, 2020, 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 Bond Resolution authorizing the Bonds. 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 Bonds 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 and every instance 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 Mike Hoppock Mayor January 13, 2020 to Present Trent Davis Mayor January 14, 2019 to January 13, 2020 Karl Ryan Mayor January 8, 2018 to January 14, 2019 Kaye Crawford Mayor April 18, 2016 to January 8, 2018 Jon R. Blanchard Mayor April 20, 2015 to April 18, 2016 Norman M. Jennings Mayor April 19, 2012 to April 2013 Aaron Peck Mayor April 19, 2010 to April 18, 2011 Melissa Rose Hodges Vice-Mayor January 13, 2020 to Present Mike Hoppock Vice-Mayor January 14, 2019 to January 13, 2020 Trent Davis Vice-Mayor January 8, 2018 to January 14, 2019 2 Karl Ryan Vice-Mayor Kaye Crawford Vice-Mayor Jon R. Blanchard Vice-Mayor Karl Ryan Commissioner Rod Franz Commissioner Melissa Rose Hodges Commissioner Mike Hoppock Commissioner Trent Davis Commissioner Joe Hay, Jr. Commissioner Kaye Crawford Commissioner Randall Hardy Commissioner Jon Blanchard Commissioner Samantha Angell Commissioner Barb Shirley Commissioner Aaron Householter Commissioner Norman M. Jennings Commissioner Luci Larson Commissioner Aaron Peck Commissioner Tom Arpke Commissioner Shandi Wicks Clerk Lieu Ann Elsey (Nicola) Clerk April 18, 2016 to January 8, 2018 April 20, 2015 to April 18, 2016 April 21, 2014 to April 20, 2015 April 20, 2015 to Present January 13, 2020 to Present January 9, 2017 to Present January 8, 2018 to Present September 8, 2014 to Present January 8, 2018 to January 13, 2020 April 18, 2011 to January 8, 2018 April 15, 2013 to January 8, 2017 April 15, 2013 to January 8, 2018 April 13, 2009 to April 15, 2013April 18, 2011 to April 20, 2015April 18, 2011 to April 21, 2014April 13, 2009 to April 15 2013 April 16, 2007 to April 18, 2011 April 16, 2007 to April 18, 2011 April 13, 2009 to April 18, 2011 March 10, 2014 to Present April 1, 2001 to December 16, 2013 7.Execution of Bonds. The Bonds have been executed with facsimile signatures; and the facsimile signatures appearing on the face of the Bonds are facsimiles of the true and genuine signatures of the Mayor and Clerk of the Issuer; which facsimiles are ratified as a proper execution of said Bonds. Each signature has either been duly filed in the office of the Secretary of State of Kansas pursuant to K.S.A. 75-4001 et seq or executed in accordance with K.S.A. 16-1601 et seq. A facsimile of the seal of the Issuer is affixed to or imprinted on each of the Bonds and on the reverse side of each of the Bonds at the place where the Clerk has executed by facsimile signature the Certificate of Registration; and each Bond 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 bond included in the Transcript is in the form adopted by the governing body of the Issuer for the Bonds. 8.Authorization and Purpose of the Bonds. The Bonds are being issued pursuant to and in full compliance with the Constitution and statutes of the State, including particularly Article 12, Section 5 of the Constitution, K.S.A. 10-427 et seq., K.S.A. 12-110c and K.S.A. 65-163d et seq., as amended, Ordinance No. 20-11041 and Resolution No. 20-7888 of the Issuer duly adopted by the Governing Body of the Issuer on October 19, 2020 (collectively the “Bond Resolution”) for the purpose of: (a)paying a portion of the costs of certain improvements (the “Improvements”); (b)retiring on December 4, 2020 the following KDHE Loan (the “Refunded Loan”): Description Dated Date Maturity Dates Amount KDHE Loan 2841 January 13, 2014 February 1, 2021 $3,520,775 (c)refunding the following bonds of the Issuer (collectively the “Refunded Bonds”): 3 Description Series Dated Date Years Amount General Obligation Refunding Bonds 2010-B October 15, 2010 2021 to 2023 $745,000 General Obligation Internal Improvement Bonds 2012-A July 15, 2012 2021 to 2027 1,185,000 The total principal amount of the Bonds issued to pay the cost of the Improvements and refund the Refunded Loan does not exceed the cost of the Improvements for which the Bonds are issued. The total principal amount of the Bonds issued to refund the Refunded Bonds does not exceed the aggregate amounts prescribed in K.S.A. 10-427, as amended. A Statement of Cost is attached hereto as Exhibit A and made a part hereof by reference as though fully set out herein. The interest rates on the Bonds on the date of the sale of the Bonds were within the maximum legal limit for interest rates under K.S.A. 10-1009, as amended. 9. Bonded Indebtedness. The currently outstanding applicable indebtedness of the Issuer, including the Bonds, does not exceed any applicable constitutional or statutory limitations. A Schedule of Bonded Indebtedness, which sets forth all currently outstanding general obligation indebtedness of the Issuer, is attached hereto as Exhibit B 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 2019 is $509,082,680. 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 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 Bonds shown to be authorized in the Transcript; (e) the validity of the Bonds, 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 Bonds. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] A-1 EXHIBIT A STATEMENT OF COST Re: General Obligation Improvement and Refunding Bonds, Series 2020-B, Dated November 19, 2020, of the City of Salina, Kansas Sources of Funds: Principal Amount of the Bonds $8,450,000.00 Original Issue Premium 593,333.45 Total $9,043,333.45 Uses of Funds: Deposit to Improvement Fund Emergency Communications Equipment 2,100,000.00 Fire Fighting Equipment - Quint 845,649.73 Fire Fighting Equipment - SCBA 472,953.73 Deposit to Redemption Fund for Refunded Bonds Series 2010-B 747,814.10 Series 2012-A 1,188,381.35 Deposit to Redemption Fund for Refunded Loan 3,554,216.48 Costs of Issuance 81,505.99 Underwriter’s Discount 52,812.07 Total $9,043,333.45 B-1 EXHIBIT B CITY OF SALINA, KANSAS SCHEDULE OF OUTSTANDING GENERAL OBLIGATION INDEBTEDNESS (as of November 19, 2020) General Obligation Bonds: Date Amount Final Amount Issued Series Purpose of Issue Maturity Outstanding 10-15-10 2010-B Refunding 7,860,000 10-01-23 0(1) 07-15-11 2011-A Improvements 6,565,000 10-01-21 375,000 07-15-12 2012-A Improvements 2,365,000 10-01-27 0(1) 02-15-13 2013-A Taxable Improvements 1,360,000 10-01-28 815,000 07-15-13 2013-B Improvements 4,330,000 10-01-33 2,660,000 07-30-14 2014-A Improvements 7,570,000 10-01-34 4,305,000 07-29-15 2015-A Refunding and Improvement 6,825,000 10-01-35 5,160,000 07-27-16 2016-A Improvements 6,570,000 10-01-36 5,505,000 07-27-16 2016-B Refunding 13,750,000 10-01-31 11,785,000 07-27-17 2017-A Improvements 9,310,000 10-01-37 8,350,000 11-27-18 2018-A Improvements 2,090,000 10-01-33 1,865,000 04-24-19 2019-A Improvements 11,090,000 10-01-39 10,850,000 04-29-20 2020-A Improvements 5,210,000 10-01-35 5,210,000 11-19-20 2020-B Refunding and Improvement 8,450,000 10-01-36 8,450,000 Total $65,330,000 (1) Does not include bonds to be refunded with the proceeds from the sale of the Bonds. Temporary Notes: Series Date Issued Final Maturity Date Original Note Amount Amount Outstanding 2020-1 04-29-20 05-01-21 $7,050,000) $7,050,000 REGISTERED REGISTERED NUMBER R-1 $835,000.00 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York Corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. UNITED STATES OF AMERICA STATE OF KANSAS COUNTY OF SALINE CITY OF SALINA GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BOND SERIES 2020-B Interest Maturity Dated CUSIP: Rate: 3.000% Date: October 1, 2021 Date: November 19, 2020 794744 DC3 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: EIGHT HUNDRED THIRTY-FIVE THOUSAND DOLLARS KNOW ALL PERSONS BY THESE PRESENTS: That the City of Salina, in the County of Saline, State of Kansas (the “Issuer”), for value received, hereby acknowledges itself to be indebted and promises to pay to the Registered Owner shown above, or registered assigns, but solely from the source and in the manner herein specified, the Principal Amount shown above on the Maturity Date shown above, unless called for redemption prior to the Maturity Date, and to pay interest thereon at the Interest Rate per annum shown above (computed on the basis of a 360-day year of twelve 30-day months), from the Dated Date shown above, or from the most recent date to which interest has been paid or duly provided for, payable semiannually on April 1 and October 1 of each year, commencing April 1, 2021 (the “Interest Payment Dates”), until the Principal Amount has been paid. Method and Place of Payment. The principal or redemption price of this Bond shall be paid at maturity or upon earlier redemption to the person in whose name this Bond is registered at the maturity or redemption date thereof, upon presentation and surrender of this Bond at the principal office of the Treasurer of the State of Kansas, Topeka, Kansas (the “Paying Agent” and “Bond Registrar”). The interest payable on this Bond on any Interest Payment Date shall be paid to the person in whose name this Bond is registered on the registration books maintained by the Bond Registrar at the close of business on the Record Date(s) for such interest, which shall be the 15th day (whether or not a business day) of the calendar month next preceding the Interest Payment Date. Such interest shall be payable (a) by check or draft mailed by the Paying Agent to the address of such Registered Owner shown on the Bond Register or at such other address as is furnished to the Paying Agent in writing by such Registered Owner; or (b) in the case of an interest payment to Cede & Co. or any Owner of $500,000 or more in aggregate principal amount of Bonds by electronic transfer to such Owner upon written notice given to the Bond Registrar by such Registered SPECIMEN 2 Owner, not less than 15 days prior to the Record Date for such interest, containing the electronic transfer instructions including the bank, ABA routing number and account number to which such Registered Owner wishes to have such transfer directed. The principal or redemption price of and interest on the Bonds shall be payable in any coin or currency that, on the respective dates of payment thereof, is legal tender for the payment of public and private debts. Interest not punctually paid will be paid in the manner established in the within defined Bond Resolution. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the hereinafter defined Bond Resolution. Authorization of Bonds. This Bond is one of an authorized series of Bonds of the Issuer designated “General Obligation Improvement and Refunding Bonds, Series 2020-B,” aggregating the principal amount of $8,450,000 (the “Bonds”) issued for the purposes set forth in the Ordinance of the Issuer authorizing the issuance of the Bonds and the Resolution of the Issuer prescribing the form and details of the Bonds (collectively the “Bond Resolution”). The Bonds are issued by the authority of and in full compliance with the provisions, restrictions and limitations of the Constitution, including Article 12, Section 5 thereof, and laws of the State of Kansas, including K.S.A. 10-427 et seq., K.S.A. 10-620 et seq., K.S.A. 12-110c, and K.S.A. 65-163d et seq., as amended, and all other provisions of the laws of the State of Kansas applicable thereto. General Obligations. The Bonds constitute general obligations of the Issuer payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of the improvements financed by the Refunded Bonds and, if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The balance of the principal and interest on the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The full faith, credit and resources of the Issuer are hereby irrevocably pledged for the prompt payment of the principal of and interest on the Bonds as the same become due. Redemption Prior to Maturity. The Bonds are subject to redemption prior to maturity as set forth in the Bond Resolution. Book-Entry System. The Bonds are being issued by means of a book-entry system with no physical distribution of bond certificates to be made except as provided in the Bond Resolution. One Bond certificate with respect to each date on which the Bonds are stated to mature or with respect to each form of Bonds, registered in the nominee name of the Securities Depository, is being issued and required to be deposited with the Securities Depository and immobilized in its custody. The book-entry system will evidence positions held in the Bonds by the Securities Depository’s participants, beneficial ownership of the Bonds in authorized denominations being evidenced in the records of such participants. Transfers of ownership shall be effected on the records of the Securities Depository and its participants pursuant to rules and procedures established by the Securities Depository and its participants. The Issuer and the Bond Registrar will recognize the Securities Depository nominee, while the Registered Owner of this Bond, as the owner of this Bond for all purposes, including (i) payments of principal of, and redemption premium, if any, and interest on, this Bond, (ii) notices and (iii) voting. Transfer of principal, interest and any redemption premium payments to participants of the Securities Depository, and transfer of principal, interest and any redemption premium payments to beneficial owners of the Bonds by participants of the Securities Depository will be the responsibility of such participants and other nominees of such beneficial owners. The Issuer and the Bond Registrar will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by the Securities Depository, the Securities Depository nominee, its participants or persons acting through such participants. While the SPECIMEN 3 Securities Depository nominee is the owner of this Bond, notwithstanding the provision hereinabove contained, payments of principal of, redemption premium, if any, and interest on this Bond shall be made in accordance with existing arrangements among the Issuer, the Bond Registrar and the Securities Depository. Transfer and Exchange. EXCEPT AS OTHERWISE PROVIDED IN THE BOND RESOLUTION, THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. This Bond may be transferred or exchanged, as provided in the Bond Resolution, only on the Bond Register kept for that purpose at the principal office of the Bond Registrar, upon surrender of this Bond, together with a written instrument of transfer or authorization for exchange satisfactory to the Bond Registrar duly executed by the Registered Owner or the Registered Owner’s duly authorized agent, and thereupon a new Bond or Bonds in any Authorized Denomination of the same maturity and in the same aggregate principal amount shall be issued to the transferee in exchange therefor as provided in the Bond Resolution and upon payment of the charges therein prescribed. The Issuer shall pay all costs incurred in connection with the issuance, payment and initial registration of the Bonds and the cost of a reasonable supply of bond blanks. The Issuer and the Paying Agent may deem and treat the person in whose name this Bond is registered on the Bond Register as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. The Bonds are issued in fully registered form in Authorized Denominations. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the hereinafter defined Bond Resolution until the Certificate of Authentication and Registration hereon shall have been lawfully executed by the Bond Registrar. IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions, and things required to be done and to exist precedent to and in the issuance of this Bond have been properly done and performed and do exist in due and regular form and manner as required by the Constitution and laws of the State of Kansas, and that the total indebtedness of the Issuer, including this series of bonds, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its Clerk, and its seal to be affixed hereto or imprinted hereon. CITY OF SALINA, KANSAS (Facsimile Seal) By: (facsimile) Mayor ATTEST: By: (facsimile) Clerk SPECIMEN 4 CERTIFICATE OF AUTHENTICATION AND REGISTRATION This Bond is one of a series of General Obligation Improvement and Refunding Bonds, Series 2020-B, of the City of Salina, Kansas, described in the within-mentioned Bond Resolution. Registration Date: Office of the State Treasurer, Topeka, Kansas, as Bond Registrar and Paying Agent By Registration Number: 0322-085-111920-102 CERTIFICATE OF CLERK STATE OF KANSAS ) ) SS. COUNTY OF SALINE ) The undersigned, Clerk of the City of Salina, Kansas, does hereby certify that the within Bond has been duly registered in my office according to law as of November 19, 2020. WITNESS my hand and official seal. (Facsimile Seal) By: (facsimile) Clerk CERTIFICATE OF STATE TREASURER OFFICE OF THE TREASURER, STATE OF KANSAS JAKE LATURNER, Treasurer of the State of Kansas, does hereby certify that a transcript of the proceedings leading up to the issuance of this Bond has been filed in the office of the State Treasurer, and that this Bond was registered in such office according to law on November 19, 2020. WITNESS my hand and official seal. (Seal) By: Treasurer of the State of Kansas SPECIMEN 5 BOND ASSIGNMENT FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer to __________________________________________________________ (Name and Address) __________________________________________________________ (Social Security or Taxpayer Identification No.) the Bond to which this assignment is affixed in the outstanding principal amount of $___________, standing in the name of the undersigned on the books of the Bond Registrar. The undersigned do(es) hereby irrevocably constitute and appoint ____________________ as agent to transfer said Bond on the books of said Bond Registrar with full power of substitution in the premises. Dated Name Social Security or Taxpayer Identification No. Signature (Sign here exactly as name(s) appear on the face of Certificate) Signature guarantee: By SPECIMEN 6 LEGAL OPINION The following is a true and correct copy of the approving legal opinion of Gilmore & Bell, P.C., Bond Counsel, which was dated and issued as of the date of original issuance and delivery of such Bonds: GILMORE & BELL, P.C. Attorneys at Law 2405 Grand Boulevard Suite 1100 Kansas City, Missouri 64108 November 19, 2020 Governing Body City of Salina, Kansas Robert W. Baird & Co., Inc. Red Bank, New Jersey Re: $8,450,000 General Obligation Improvement and Refunding Bonds, Series 2020- B, of the City of Salina, Kansas, Dated November 19, 2020 We have acted as Bond Counsel in connection with the issuance by the City of Salina, Kansas (the “Issuer”), of the above-captioned bonds (the “Bonds”). In this capacity, we have examined the law and the certified proceedings, certifications and other documents that we deem necessary to render this opinion. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the resolution adopted by the governing body of the Issuer prescribing the details of the Bonds. Regarding questions of fact material to our opinion, we have relied on the certified proceedings and other certifications of public officials and others furnished to us without undertaking to verify them by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The Bonds have been duly authorized, executed and delivered by the Issuer and are valid and legally binding general obligations of the Issuer. 2. The Bonds are payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of the improvements financed by the Refunded Bonds and, if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount SPECIMEN 7 upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The balance of the principal and interest on the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The Issuer is required by law to include in its annual tax levy the principal and interest coming due on the Bonds to the extent that necessary funds are not provided from other sources. 3. The interest on the Bonds (including any original issue discount properly allocable to an owner of a Bond) 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 Bonds 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 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The Bonds have not been designated as “qualified tax-exempt obligations” for purposes of Code § 265(b)(3). We express no opinion regarding other federal tax consequences arising with respect to the Bonds. 4. The interest on the Bonds is exempt from income taxation by the State of Kansas. We express no opinion regarding the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Bonds (except to the extent, if any, stated in the Official Statement). Further, we express no opinion regarding tax consequences arising with respect to the Bonds other than as expressly set forth in this opinion. The rights of the owners of the Bonds and the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and by equitable principles, whether considered at law or in equity. This opinion is given as of its date, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may come to our attention or any changes in law that may occur after the date of this opinion. GILMORE & BELL, P.C. SPECIMEN AGREEMENT BETWEEN ISSUER AND AGENT $8,450,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B DATED NOVEMBER 19, 2020 THIS AGREEMENT, dated as of November 19, 2020, 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 bonds (the “Securities”), and the Issuer wishes the Agent to act as its Paying Agent, Bond Registrar, and Transfer Agent for the Securities: Now, therefore, it is hereby agreed as follows: I. APPOINTMENT Issuer hereby appoints or has heretofore appointed the State Treasurer of Kansas to act as Paying Agent, Bond Registrar and Transfer Agent for the Securities. The State Treasurer of Kansas hereby accepts its appointment as the Paying Agent, Bond 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 of Issuer. 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. E. 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. 2 III.COMPENSATION Issuer covenants and agrees to pay to Agent, as reasonable compensation for the services provided as Agent, an initial setup fee of $300, a registration fee of $30, plus a fee of $4,000. IV.STANDARD OF PERFORMANCE Issuer shall provide, or shall cause to be provided to Agent, a designation of whether its Securitiesare to be issued in certificated or uncertificated form, or both. A.STATEMENTS OF OWNERSHIP Agent agrees to provide Statements of Ownership to the owner of uncertificated 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 $1,000 or $5,000 or integral multiples 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 $1,000 or $5,000 units and in all transactions involving the payment of interest, fractions of a cent equalling or exceeding five mills shall 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 $1,000 or $5,000 or integral multiples 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 $1,000 or $5,000 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) 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 $1,000 and $5,000 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 per unit calculation is subsequently rounded to two decimal positions. (See Attachment “A” for sample calculation.) 3 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 sotransfer 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 or Ordinance of the Issuer (the “Bond Resolution”), payments of interest shall be made to the owner of record ofeach Security as of the close of business on the fifteenth day of the monthpreceding each interest payment date. The Agent shall make such payments to therecord owner of each Security as set forth on the registration books maintained byAgent as of such date. 3.Agent shall not be required to transfer or exchange any Security during a periodbeginning 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 theinterest payment date, or to transfer or exchange any Security selected or called forredemption in whole or in part subsequent to the date notice of such redemption is given in accordance with the Bond Resolution authorizing the Securities. F.REGISTRATION DATES AND FUNDS FOR PAYMENTS Date of Registration shall be affixed on the initial Securities. Subsequent transfers orexchanges 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 providefunds to make any interest or principal payments in accordance with K.S.A. 10-130 andamendments thereto. Agent is hereby authorized to effect any semiannual payment ofinterest 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 therequirements of Section 8-405 of the Uniform Commercial Code are met. Only Agent shallperform 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 affidavitof loss must be sufficient in the judgment of Issuer and Agent to protect Issuer and Agentfrom 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. H.REDEMPTIONS Optional Redemption. If any Securities are to be redeemed pursuant to an optionalredemption 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 isno provision for notice to the Security owners, Issuer agrees to give at least thirty (30) dayswritten notice to Agent. D. SURRENDER 4 Mandatory Redemption. If any Securities are subject to mandatory redemption in accordance with their terms of the Bond Resolution, no additional notice is required to be given to the Agent to exercise the mandatory redemption. The Agent will provide notice of such redemption utilizing substantially the form of Notice of Mandatory Redemption attached hereto as Appendix I. 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 Bond 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 of Issuer (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 of Issuer. K. CONSTRUCTION This Agreement shall be construed in accordance with the laws of the State of Kansas and also the Bond Resolution authorizing the issuance of the Securities. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] A-1 ATTACHMENT “A” SAMPLE $5,000.00000 ........................ Bond Unit x .06875 ........................ Interest Rate = 343.750000 Rounded to six decimal places / 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. I-1 APPENDIX I NOTICE OF CALL FOR MANDATORY REDEMPTION TO THE OWNERS OF CITY OF SALINA, KANSAS GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B, DATED NOVEMBER 19, 2020 Notice is hereby given that pursuant to the provisions of Article III of Resolution No. 20-7888 (the “Bond Resolution”) of the City of Salina, Kansas (the “Issuer”) that a portion of the above-mentioned bonds (the “Bonds”) scheduled to mature on October 1, 2034 (the “Called Bonds”), have been called for mandatory redemption and payment on October 1, [_____] (the “Redemption Date”), at the principal office of the Treasurer of the State of Kansas (the “Bond Registrar and Paying Agent”). [Nos.] Maturity Date (October 1) Principal Amount Interest Rate CUSIP Number 2034 On the Redemption Date there shall become due and payable, upon the presentation and surrender of each such Called Bond, the redemption price thereof equal to 100% of the principal amount thereof together with interest accrued to the Redemption Date. Bonds issued in denominations of greater than $5,000 may be subject to partial redemption. In such event, a new certificate or certificates will be issued to the Owner in the principal amount to remain Outstanding. Interest shall cease to accrue on the Called Bonds so called for redemption from and after the Redemption Date provided such funds for redemption are on deposit with the Paying Agent. CITY OF SALINA, KANSAS By Treasurer of the State of Kansas, Topeka, Kansas Blanket Issuer Latter of Representations (Tojbe OmpMad bjrlMtj«4 nrw of Sian. KiXSiS IMmartaMd Kn 90* 1996tssj IfcIlte Depos&on'TQntt 55 WrterSlree*; 504 Floor ' ®rnYe&,m KMl e® r ji4>« gnj Geaflgneo: 714 letter «ts &r4 mr widt feqwet to d Inao (4e'‘Sacsifiles*] 4tt Lnuer duIlreqoBtbemade^iible&rdqtM&l^TlieDeposIUxyXnstCoc^ptn/nTrCr]- To lodaee PTC to aee^t 4e Seemities as d^e (or depodt at DIC. aad to act la Beeanda. oe wfti DTCV Kales with respect to the Secerfiits. Issuer repreteaa to ETTC tial leaer will eocnpl)» widi tie reqoireineDis stated fa OTCi Ope=f*ac»s3 Aim^sacnS, u ntay be rraencied (rcaa time to time. Note Vfny trulyyoon, SAxfafe A coBtetorttttawtr tfa«t PTC bcBcra KswattffMKtSw CKMlc Mthod cf«S«eBaKtoB& taoytaLasmz iSafe^lii hg?r/ >« CCrtBBIwkMBMEB.City of faliaa# r- EecetvedandAco^ptei I5HF THE PETOSCTOHr IBPST >00 N» Ath BtcaaB (StrntAaaw) KE P4Q2-073SSalina ?^t 9U-aZ&>72«0 TKewlSBE^ I 6CHS&ULEA(IbBlalxtiaarbtffafR^KKsttim) SAMPLE OFFERING DOCUMENT LANGUAGE DESCR H ?BOQl ENIlty4 g piepw*>yPIC S5S5«S55wyinfi5S5^ywlifc—j) 1, The Depository TnssJ CosEptsy (T3TCT), Nw Yak, NY, *dll Kt ts tecmibes fepmizxy fix the feemftia (the "SocoritjflO. TheSecori^M i»Hbe ksaed'B Wiodtkt istfxtmA Is the sane ef £ C& CDTTC^ pntataii^ noodbae) v nil e(hear Bn» u be nqwsisd lif aa nfiiailEBd npntnMrt of DTC. (tee fiiSf-recittBftid Eeendfy eestiScste ’edU he Jnaed fir [euh jam oQ the Secodtia* [oxh] in Sto aggrepta priad^asl maoat efttsb ism, tad wJB he dopedted wtlh DTC. [If, however (he ajgpsgtie pcbdptl antooot of [tsy] ioos txcced* S50O doe rctffktle vm be inned wifii tet^eet to each S500 edlSoB of pdaqpd aad to adifMeoal eotifieate wfll be inaedi ne^e^ to Bytgainipgprtiic^ileaocBlefeMh imej KSDANC5B 2. DTC, the wcrid't Iciest lecsdticc dqweitoiy, is t Iimitad<|xspose tnat eoapeny «r|«nt»wri tnder &e Near Yodc Btskiag Lew, a ‘te^st o>xnfastiooM vrMdB the meetdiv of fte }hnr Yak fiaioig sh«r«f^tf^dsa3SeiaTe^ttm,a ,ili si^eo^poatiotf ’w^tettem sl^rfibelferYi^ Unlfonn Commerced Code, end a "cleaxinj eggocy** regtorri pemagt tp fte pnMtkw of Btctkm 17Aof the Secnatfcs Exchmp’Acl of 1934. DTC holdi end provides etset tsrrickg fir over 3i smBioe teraa of D.S. md mm-VS. eqrity tacet, coqxmcte end tamigpil debt faaet, ead mooey nadet iuttmmeuU (fiom cm iOOeeuntsesJtiatDTCcpKiieipanttfDiieetfai&ipaiiti^dtpeiitiii&DTC. DTC ako fidUlalcr tite poO’htit tettlmeat ufao m Direct TutlcSpuls f sales and aec tnMea tcastaedcBt in aaemities, fimo^t etectronic cetsapcf^dsed boas-eahy tranafiaa and plMges betweea Direct Barfi cjpanla * • accounts. Thh dimhates the need tor physical nmronent of aecurito cctifiat ca. Direct Pattidpanti iflchide both US. and mai-U£. n^^csbiotes and dealers, banks, trust ccnpames, daring coipcaatiaBi; and cmdn other otft&izalioac. DTC is asdioiiy«wned mbddtaty ^TTbeDqimterlbut ft Q^dag Ctupernkm fDTCC"). DTCC ie fiie btMageoaptay for DIC, NitieBd SaeuddesOeadagCoipcBittao and Fbced Income detoog CorpoatiQn, aD of which are registered dcarfog a^ttscssi. DTCCb owned by the users of its refotetedsdniffiailes. Aeccstto(heDTCqrsta»Ical(OsndbbIetootbe3aodiasbolbUS.ud i»a4JS.seaalde»bwlMtBiddeaterc, banka, trartcmyiniat, and clearing coqucia lfaBt that dear ftrpu^i or natetda a qnta Bal teSafioathip wife a Direct ftrtidptat, either detesdy or tedirccfly (TnBmt PmHe^puttr). DTC 3m Standard Jb Pear's bigbest satins: AAA. The DTC Rslea msSeable to hi Parti cipactt ate on fils wife fee Securities and Exxbsagc Coonnisrioo. More jnfonnatffen ihout DTC can be fatmd at wirwAteejecffi »nd wvwj^n^. 3. Pmhust of Securities noderthe DTC lysttm asirtbe nmdeby orfiinny^ IteeetPartk^Madt, wbldi will receive a credit far the Seea rities ea dTC*i seeank. The ownsediip istererl of eesb astral pnrehug of each Security CBeodadal 0*^5 is in tan to be iteotded on the Direct and Participan ts’reseed*. BtacficialOwnga will not receive arrittcnoonSnnttloB ftam DTC of firirpodia ac. Bencfadal Owners arc, however, espectert to iccdrc written ecnfainaria ns pstmdBng dctaSs. of fire iraassdj«v at wcD as periodto etatanwds of flair hrildi^ Item tfa Direct or iafirect ftrticipan illBpqth whkfatteBeneficitlOwBttei derediatothe tiantac tioB. Thmsfas of ownentep inttresa ia the Seearities are to be accootpifibed by entries made on the boob of Direct and Indirect Pa rtidftan tsasflng on behalf of Beneficial Owners. Bmcfidsl Owners will nM reegwe certiScMtei TtpeetaHag tbeir cwacola p farfercsts in Secarific^atcqtt in the event flat use oftbeboct-ealiya ydaai lbclbBSccari riet Is djacocflcaod. 4. Toficilitateffibteqseattti dea.aDSocaritedcpotited by Direct Pattidpaats with DTC art repstead in flie paae QfDIgtpartnBriqi nomine^ Cede fa COn or toAcfta nametet gay be ttgearied by an aBthoriad tqaestatative of PTC. He deposit ofSecaritfes with DTC and thrirp^tofloa ia the panic of Cede fa Co. or sarh other PTC nominoc do not effect myriamp in bcocficial cwncrririp. DTC has no knowledge oftbeaetnalBcncficUIOwnen of the Secnriticr.DTCireoerdsreAeetce^lbeidenrityoffiu Direct Pistto^stts to wboce aecotatt stufli Becariflw are. ai^lBdyWktefa may or any act ba fire Baaaficiil Owners. The Direct and Indirect Petisipaiils will rtsntere^oeriMs&Tknqiisfacooontcftheir boldines on behalf of ^rirenstomoa. Bimtmme . Schedule A (T* Btafttt liner LftttrofRtF'cacattieai) 5. Conveyance of notices end other rraimnnlci cet by DTC to Direct Pmklpa iit^ by Direct PeitidpanU to bdiiectBctic^nnts, tad by Direct PMfie^nmttmdbdgectPiiticipa iils to Benriida l Omen win be goveteed by Bnhgements BBong them, cslifeet to agr ctttnbay or iq^Iatay teqabeBuots u aqr be ineflbctflOBifiine to time. [Beneficial Owneis of Seccdtkx msy wish to take certain stops to a agment tbc ftaandnlatt to ten of oottoes of significant events with respect to the Sccndttes, soch as a dca ptluBS, tavfeyg, iVftnHt, and pmp»«wt *n the fiwmOy Atom-ntt For cxsinple, Bfncfldsl Owners of Seemities mqr wtdi to areertain Hot (he nonnoee hdl£ag too Eecndius fhr ter benefit bu agreed to obtain and transmit notices to Benrfichl Owners. In too albxntive. Beneficial Ownea znay with to peovide ter names sad ttobeaaes to the rqistrer end reqnest that copes of notiees be'previded dheedy to (hem.) • ‘[6. RedonpBoo notices risall be sent to DTC. IftosstoasaDoftoeSecreitieswitointafsineare botog redeemed, DTCaptssticc is to detenrino by lot toe atnognteftoe interest of each Direct Farticipunt in sstehiastse to be redeemed.] 7, Heitber DTC nor Code & Co. Osorenycftet DTC wmimee) wffl eoosant or vote wito respect to Securities tmleea a nftoria d by a Direct Participant in accordance wife DTCTt MMI Brecedsa ea. Under stx ctnal procedures, DTC mans as Omaibas Proxy to Itatser u aooo as possible after toe record date. The OmnSms Ps toy assigns Cede A Co.'t emamUng & voting rights to tobte Direct Pettidpents to whose accnnnts Secotitia are credited on tte record date (Identified in a Briing attached to tbc Orndbos Prtzxy). 8. Redaaptian precoedi, tostribctiosn and fividend payments on toe Securities wfllbe made to Cede to Co, or inch otetWBBinee at to^ be regnededbyinanthodae d representative of PTC. DTC’s practice is to credit Direct Participsn ts' accomts tpm DTC'# receipt of finds and contspcndmg detail infonnitfan fiotn Issuer or Asast, oo payable date fit accerfmee wit their respective holdings shown on DTC* records. Payments by PsiticipanJs to Beneficial Owners wfll be governed by ctsnfing instnietioos end eastomey practice*, as is too case with securities held for the accounts of cas tonen in bearer fosa or registered in "street name," and v/iD be toe respoosMily of tsch Petic^cnt end not of DTC, Agent, or Issrer, sobject to any statcnxy or rcgalstsry re^niiemeati as may be in effect Emm time to time. Payment of redtBnptifln'praocc ds. distrihgtiens, and dividend payments to Cede & Co. tar *ach rthgrnnnnnea as may be reqntfledbyaaaptoorired stpresani fiveofPTQIstoettya^fflgrcflsnrerorAgenLditeicareatof such paymenla to Direct Pardc^aalssrin be the rcspcnribflitypfDTC, and dflbuacni cm of mb payments to toe Bencficiri Owneo srill be the respontoiti^y efDirect and Indirect PBtirijpaats. [9. A BeneSdal Owner shtB give notice to elect to have its Securities purchased or tendered,through ia Participant to fl’endg/RmtAeUng] Agect. sad shall effiactdeBmy of such Secarfiics.by ceasing toe Direct Partiripsct to trmTrr fee Putidpanfs arterest fit fee Secaritie*. on DTC’s records, to ITeaderiRemnheting] Agent Tte aequiremeat for physical ddrvety of Securities fat eomeetioa wife an opticoal tender eramodaierypaKbase vnil be deemed ntisfied when the oraerrii^ifi^ds fit toe Securities are tanstee d by Direct Putidpams od DTC*a records and followed by a book-erby credit of tendered Secorities to rTenderiRecnafeetiiig] Agent's DTC aceoent] 10. DTC may dtscoctinuc previdtng its services as dcpoai icry wife respect to the Securities at any time by ghriai reasonable notice to baser or Agent lhd» such dreumsta ners, fas the cvcgt tint ssuccesret depostoy baot obtained. Sccari ly certificates are reqairedtoba printed eiriddiveredL 11. Issuer snaydedde to tfiscontinne use of toe system odrbbok-enbyonlytraosfintoiou^i DTC (or a auccesscr aecurities depository). In (hat event, Secsrity certificates will be printed and delivered to DTC 12. Tbc infonnaMcsi in this soction concerning DTC aztdlTTC'sbook'Ottiyaystm has been obtriaedfiumaeureeatoathiag ’belteTea tobe rdiablc. but bnier (rites noitopoodhOhy tor toe accnsaqr thereof Bioft toast* UNDERWRITING SAFEKEEPING AGREEMENT BY AND BETWEEN DEPOSITORY TRUST COMPANY AND THE CITY OF SALINA, KANSAS AND THE OFFICE OF THE KANSAS STATE TREASURER $8,450,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B DATED NOVEMBER 19, 2020 In order to induce the Depository Trust Company (the “DTC”) to accept delivery of the above captioned bonds (the “Bonds”) for safekeeping prior to the delivery of the Bonds on November 19, 2020 (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 Bonds, in the custody, control and possession of DTC at least one day prior to the Closing Date. The Issuer further agrees that by copy of this letter appropriately executed, it will notify DTC to follow the instructions of Robert W. Baird & Co., Inc., Red Bank, New Jersey, as the Underwriter (the “Underwriter”) in distributing the Bonds. By executing this agreement in the appropriate place DTC acknowledges upon receipt from the Agent of possession, custody and control of the Bonds, and agrees to safekeep and hold in escrow the Bonds until it shall have received notification from one of the following authorized representatives of the Issuer to release or return the Bonds: 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 DTC; 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 Bonds, DTC will distribute the Bonds pursuant to written instructions provided by the Underwriter; however, in the event a demand for the return of the Bonds is received, DTC shall return the Bonds as soon as practicable, but in any event, no later than the following business day. DTC agrees to hold the Issuer and the Agent, as their interests may appear, and any of their officers or employees, harmless from any liability, loss, damage or reasonable expense in connection with the loss, theft, destruction or other disappearance of the Bonds while they are in the possession, custody or control of DTC, prior to concluding the Closing with respect to the Bonds and prior to distributing the Bonds in accordance with the instructions furnished by the Underwriter. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] (Signature Page to Underwriting Safekeeping Agreement) OFFICE OF THE TREASURER OF THE STATE OF KANSAS, As Agent Dated: ________________ By: Title: Director of Fiscal Services 600 North Pearl Street Suite 2165 Dallas, TX 75201 www.moodys.com October 9, 2020 Mr. David Arteberry Stifel Nicolaus & Company, Inc. 4801 Main Street Suite 530 Kansas City, MO 64112 Dear Mr. Arteberry: We wish to inform you that on October 8, 2020, Moody’s Investors Service reviewed and assigned a rating of Aa3 to Salina (City Of) KS, General Obligation Refunding and Internal Improvement Bonds, Series 2020-B. Credit ratings issued by Moody’s Investors Service, Inc. and its affiliates (“Moody’s”) are Moody’s current opinions of the relative future credit risk of entities, credit commitments, or debt or debt-like securities and are not statements of current or historical fact. Moody’s credit ratings address credit risk only and do not address any other risk, including but not limited to: liquidity risk, market value risk, or price volatility. This letter uses capitalized terms and rating symbols that are defined or referenced either in Moody’s Definitions and Symbols Guide or MIS Code of Professional Conduct as of the date of this letter, both published on www.moodys.com. The Credit Ratings will be publicly disseminated by Moody’s through normal print and electronic media as well as in response to verbal requests to Moody’s Rating Desk. Moody’s related research and analyses will also be published on www.moodys.com and may be further distributed as otherwise agreed in writing with us. Moody's Credit Ratings or any corresponding outlook, if assigned, will be subject to revision, suspension or withdrawal, or may be placed on review, by Moody's at any time, without notice, in the sole discretion of Moody’s. For the most current Credit Rating, please visit www.moodys.com. Moody’s has not consented and will not consent to being named as an expert under applicable securities laws, such as section 7 of the Securities Act of 1933. The assignment of a rating does not create a fiduciary relationship between Moody’s and you or between Moody’s and other recipients of a Credit Rating. Moody’s Credit Ratings are not and do not provide investment advice or recommendations to purchase, sell or hold particular securities. Moody’s issues Credit Ratings with the expectation and understanding that each investor will make its own evaluation of each security that is under consideration for purchase, sale or holding. Moody’s adopts all necessary measures so that the information it uses in assigning a Credit Rating is of sufficient quality and from sources Moody’s considers to be reliable including, when appropriate, independent third-party sources. However, Moody’s is not an auditor and cannot in every instance independently validate or verify information received in the rating process. Moody’s expects and is relying upon you possessing all legal rights and required consents to disclose the information to Moody's, and that such information is not subject to any restrictions that would prevent use by Moody's for its ratings process. In assigning the Credit Ratings, Moody’s has relied upon the truth, accuracy, and completeness of the information supplied by you or on your behalf to Moody’s. Moody’s expects that you will, and is relying upon you to, on an ongoing basis, promptly provide Moody’s with all information necessary in order for Moody’s to accurately and timely monitor the Credit Ratings, including current financial and statistical information. October 9, 2020 Mr.David Arteberry Stifel Nicolaus & Company, Inc. 4801 Main Street Suite 530 Kansas City, MO 64112 Under no circumstances shall Moody’s have any liability (whether in contract, tort or otherwise) to any person or entity for any loss, injury or damage or cost caused by, resulting from, or relating to, in whole or in part, directly or indirectly, any action or error (negligent or otherwise) on the part of, or other circumstance or contingency within or outside the control of, Moody’s or any of its or its affiliates’ directors, officers, employees or agents in connection with the Credit Ratings. ALL INFORMATION, INCLUDING THE CREDIT RATING, ANY FEEDBACK OR OTHER COMMUNICATION RELATING THERETO IS PROVIDED "AS IS" WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. MOODY’S MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH INFORMATION. Any non-public information discussed with or revealed to you must be kept confidential and only disclosed either (i) to your legal counsel acting in their capacity as such; (ii) to your other authorized agents acting in their capacity as such with a need to know that have entered into non-disclosure agreements with Moody’s in the form provided by Moody’s and (iii) as required by applicable law or regulation. You agree to cause your employees, affiliates, agents and advisors to keep non-public information confidential. If there is a conflict between the terms of this rating letter and any related Moody’s rating application, the terms of the executed rating application will govern and supercede this rating letter. Should you have any questions regarding the above, please do not hesitate to contact Catherine Nicolosi at 214-979-6861. Sincerely, Moody’s Investors Service Inc Moody’s Investors Service Inc CLOSING CERTIFICATE $8,450,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B DATED NOVEMBER 19, 2020 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 bonds (the “Bonds”); and certify as of November 19, 2020 (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 Bond Resolution (defined below) authorizing the Bonds. 2. Transcript of Proceedings. The transcript of proceedings relating to the authorization and issuance of the Bonds (the “Transcript”), furnished to the Purchaser of the Bonds, 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 October 19, 2020 are true and correct as of this date and are incorporated in this Certificate by reference. 3. Authorization and Purpose of the Bonds. The Issuer is issuing and delivering the Bonds simultaneously with the delivery of this Certificate, pursuant to and in full compliance with the Constitution and statutes of the State, including particularly Article 12, Section 5 of the Constitution, K.S.A. 10-427 et seq., K.S.A. 12-110c, and K.S.A. 65-163d et seq., as amended, Ordinance No. 20-11041 and Resolution No. 20-7888 of the Issuer duly adopted by the Governing Body of the Issuer on October 19, 2020 (collectively, the “Bond Resolution”) for the purpose of: (a)paying a portion of the costs of certain improvements (the “Improvements”); (b)retiring on December 4, 2020 the following KDHE Loan (the “Refunded Loan”): Description Dated Date Maturity Dates Amount KDHE Loan 2841 January 13, 2014 February 1, 2021 $3,520,775 (c)refunding the following bonds of the Issuer (collectively the “Refunded Bonds”): Description Series Dated Date Years Amount General Obligation Refunding Bonds 2010-B October 15, 2010 2021 to 2023 $745,000 General Obligation Internal Improvement Bonds 2012-A July 15, 2012 2021 to 2027 1,185,000 2 The purpose of the refunding is to achieve interest cost savings through early redemption of the Refunded Bonds, and to provide an orderly plan of finance for the Issuer. 4. Security for the Bonds. The Bonds are general obligations of the Issuer payable in part from special assessments levied upon the property benefited by the construction of the improvements financed by the Refunded Bonds and, if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The balance of the principal and interest on the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The full faith, credit and resources of the Issuer are pledged under the Bond Resolution to the payment of the principal of and interest on the Bonds. In the Bond Resolution, the governing body of the Issuer has covenanted to annually make provision for the payment of principal of, premium, if any, and interest on the Bonds as the same become due by, to the extent necessary, by levying and collecting the necessary taxes and/or assessments upon all of the taxable tangible property within the Issuer in the manner provided by law. 5. Sale of Bonds. The Bonds have been sold at rates not in excess of the limitations set forth in K.S.A. 10-1009. The Notice of Bond Sale dated September 28, 2020 and included in the Transcript constitutes a full true and correct copy thereof. A copy of such Notice of Bond Sale and Preliminary Official Statement was sent to prospective purchasers of the Bonds, and to all other persons and firms requesting copies of such Notice of Bond Sale and Preliminary Official Statement. 6. Official Statement. The Official Statement contained in the Transcript constitutes a full, true and correct copy of the Official Statement relating to the Bonds. To the best of our knowledge, the Official Statement, other than the sections entitled “The Depository Trust Company,” “Ratings,” “Legal Matters,” “Tax Matters,” and Appendices B and C, about which the Issuer expresses no opinion, is true in all material respects, and does not contain any untrue statement of a material fact or does not omit to state a material fact, necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of this date there has been no material adverse change in the financial condition or the financial affairs of the Issuer since the date of the Official Statement. No other event has occurred which is necessary to be disclosed in the Official Statement in order to make the statements therein not misleading in any material respect as of the date of this Certificate. The Issuer has previously caused to be delivered to the Purchaser copies of the Official Statement. 7. Continuing Disclosure Undertaking. The Issuer has heretofore executed a Continuing Disclosure Undertaking (the “Disclosure Undertaking”), wherein the Issuer has covenanted to disseminate such information as is required in accordance with the provisions of the SEC Rule and the Disclosure Undertaking. In the Bond Resolution, the Issuer has covenanted to apply the provisions of the Disclosure Undertaking to the Bonds. A copy of the Disclosure Undertaking is contained in the Transcript. 8. 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 Bonds shown to be authorized in the Transcript; (e) the validity of the Bonds, 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 Bonds; or (g) the federal or state tax-exempt status of the interest on the Bonds; wherein any unfavorable decision, ruling or finding would adversely affect the Issuer, the transactions contemplated by the Bond Resolution 3 or the Official Statement, or the validity or enforceability of the Bonds, which are not disclosed in the final Official Statement. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] ________________________________________ FEDERAL TAX CERTIFICATE Dated as of November 19, 2020 OF THE CITY OF SALINA, KANSAS __________________________________________ $8,450,000 GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B __________________________________________ (i) FEDERAL TAX CERTIFICATE TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Definitions of Words and Terms. ............................................................................... 1 ARTICLE II GENERAL REPRESENTATIONS AND COVENANTS Section 2.01 Representations and Covenants of the Issuer. .......................................................... 7 Section 2.02 Survival of Representations and Covenants. .......................................................... 10 ARTICLE III ARBITRAGE CERTIFICATIONS AND COVENANTS Section 3.01 General. ...................................................................................................................... 10 Section 3.02 Reasonable Expectations. ......................................................................................... 10 Section 3.03 Purpose of Financing. ............................................................................................... 10 Section 3.04 Funds and Accounts. ................................................................................................. 10 Section 3.05 Amount and Use of Bond Proceeds and Other Monies. ........................................ 11 Section 3.06 Multipurpose Issue. ................................................................................................... 11 Section 3.07 Current Refunding. ................................................................................................... 11 Section 3.08 Completion of Financed Improvements. ................................................................. 12 Section 3.09 Sinking Funds. ........................................................................................................... 12 Section 3.10 Reserve, Replacement and Pledged Funds. ............................................................ 12 Section 3.11 Purpose Investment Yield......................................................................................... 12 Section 3.12 Issue Price and Yield on Bonds. ............................................................................... 12 Section 3.13 Miscellaneous Arbitrage Matters. ........................................................................... 13 Section 3.14 Conclusion.................................................................................................................. 13 ARTICLE IV POST-ISSUANCE TAX COMPLIANCE Section 4.01 General. ...................................................................................................................... 13 Section 4.02 Record Keeping; Use of Bond Proceeds and Use of Financed Improvements. ... 14 Section 4.03 Temporary Periods/ Yield Restriction. ................................................................... 14 Section 4.04 Procedures for Establishing Fair Market Value. ................................................... 15 Section 4.05 Certain Gross Proceeds Exempt from the Rebate Requirement. ......................... 17 Section 4.06 Computation and Payment of Arbitrage Rebate and Yield Reduction Amounts. 19 ARTICLE V MISCELLANEOUS PROVISIONS Section 5.01 Term of Tax Certificate. ........................................................................................... 20 Section 5.02 Amendments. ............................................................................................................. 20 Section 5.03 Opinion of Bond Counsel. ........................................................................................ 21 Section 5.04 Reliance. ..................................................................................................................... 21 Section 5.05 Severability. ............................................................................................................... 21 Section 5.06 Benefit of Certificate. ................................................................................................ 21 (ii) Section 5.07 Default, Breach and Enforcement. .......................................................................... 21 Section 5.08 Governing Law. ......................................................................................................... 21 Section 5.09 Electronic Transactions. ........................................................................................... 21 LIST OF EXHIBITS TO FEDERAL TAX CERTIFICATE Exhibit A Debt Service Schedule and Proof of Bond Yield Exhibit B IRS Form 8038-G Exhibit C Purchaser’s Receipt for Bonds and Issue Price Certificate Exhibit D Description of Property Comprising the Financed Facility and List of Reimbursement Expenditures Exhibit E Sample Annual Compliance Checklist Exhibit F Sample Final Written Allocation * * * 1 FEDERAL TAX CERTIFICATE THIS FEDERAL TAX CERTIFICATE (the “Tax Certificate”) is executed as of November 19, 2020 (the “Issue Date”), by the City of Salina, Kansas, a political subdivision organized and existing under the laws of the State of Kansas (the “Issuer”). RECITALS 1. This Tax Certificate is being executed and delivered in connection with the issuance by the Issuer of $8,450,000 principal amount of General Obligation Improvement and Refunding Bonds, Series 2020-B (the “Bonds”), under the Bond Resolution (as herein defined), for the purposes described in this Tax Certificate and in the Bond 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 Bond proceeds and of certain other money relating to the Bonds and set forth the conditions under which the interest on the Bonds 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 Bond proceeds and the property financed or refinanced with those proceeds and the investment of the Bond proceeds and of certain other related money, in order to establish and maintain the exclusion of the interest on the Bonds from gross income for federal income tax purposes and to provide guidance for complying with the arbitrage rebate and yield reduction amounts 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 Bonds. 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 Bond 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 New Money Portion or the Refunding Portion, as applicable, 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, 2 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. “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 and substantially in the form attached as Exhibit E. “Available Construction Proceeds” means the sale proceeds of the New Money Portion, increased by (a) Investment earnings on the sale proceeds, (b) earnings on amounts in a reasonably required reserve or replacement fund allocable to the New Money Portion but not funded from the Bonds, and (c) earnings on such earnings, reduced by sale proceeds (1) in any reasonably required reserve fund or (2) used to pay issuance costs of the Bonds. But Available Construction Proceeds do not include Investment earnings on amounts in a reasonably required reserve or replacement fund after the earlier of (i) the second anniversary of the Issue Date or (ii) the date the Financed Improvements are substantially completed. “Bona Fide Debt Service Fund” means a fund, which may include Bond proceeds, that: (a) is used primarily to achieve a proper matching of revenues with principal and interest payments within each Bond Year; and (b) is depleted at least once each Bond Year, except for a reasonable carryover amount not to exceed the greater of (1) the earnings on the fund for the immediately preceding Bond Year, or (2) one- twelfth of the principal and interest payments on the Bonds for the immediately preceding Bond Year. “Bond” or “Bonds” means any bond or bonds of the Issuer’s General Obligation Improvement and Refunding Bonds, Series 2020-B, described in the recitals, authenticated and delivered under the Bond Resolution. “Bond Compliance Officer” means the Issuer’s Finance Director 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. “Bond Resolution” means Ordinance No. 20-11029 and Resolution No. 20-7816 of the Issuer duly adopted by the governing body of the Issuer on April 13, 2020, as originally executed by the Issuer, as amended and supplemented in accordance with the provisions of the Bond Resolution. “Bond Year” means each one-year period (or shorter period for the first Bond Year) ending October 1 or another one-year period selected by the Issuer. “Code” means the Internal Revenue Code of 1986, as amended. “Computation Date” means each date on which arbitrage rebate and yield reduction amounts for the Bonds are computed. The Issuer may treat any date as a Computation Date, subject to the following limits: (a) the first rebate installment payment must be made for a Computation Date not later than 5 years after the Issue Date; (b) each subsequent rebate installment payment must be made for a Computation Date not later than 5 years after the previous Computation Date for which an installment payment was made; and 3 (c) the date the last Bond is discharged is the final Computation Date. The Issuer selects October 1, 2025 as the first Computation Date but reserves the right to select a different date consistent with the Regulations. “Debt Service Account” means the Debt Service Account for General Obligation Improvement and Refunding Bonds, Series 2020-B established under the Bond Resolution. “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 F. “Financed Improvements” means the portion of the Improvements being financed or refinanced with the proceeds of the Bonds and the Original Obligations, as described in the Bond 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 Bonds, including amounts used to pay underwriting discount or fees, but excluding pre-issuance accrued interest), (b) Investment proceeds (any amounts received from investing sale proceeds other Investment proceeds or transferred proceeds), (c) any amounts held in a sinking fund for the Bonds, (d) any amounts held in a pledged fund or reserve fund for the Bonds, (e) any other replacement proceeds and (f) any transferred proceeds. Specifically, Gross Proceeds includes (but is not limited to) amounts held in the following funds and accounts: (1) Improvement Fund; (2) Debt Service Account; (3) Redemption Fund for Refunded Bonds; (4) Redemption Fund for Refunded Loan; and (5) Rebate Fund (to the extent funded with sale proceeds or Investment proceeds of the Bonds). “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). “Improvement Fund” means the Improvement Fund for General Obligation Improvement and Refunding Bonds, Series 2020-B established under the Bond Resolution. “Improvements” means all of the property being acquired, developed, constructed, renovated, and equipped by the Issuer using proceeds of the Bonds or the Original Obligations and Qualified Equity, as described on Exhibit D. “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 it does include the investment element of most interest rate caps. “IRS” means the United States Internal Revenue Service. 4 “Issue Date” means November 19, 2020. “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. “Loan” means the KDHE Loan for KPWSLF Project No. 2841 between the Issuer and KDHE, dated January 13, 2014, maturing August 1, 2036, in the aggregate outstanding principal amount of $3,520,775. “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 New Money Portion, the period beginning on the later of (a) the Issue Date or (b) the date the property is placed in service and ending on the earlier of (1) the final maturity date of the Bonds or (2) the end of the expected economic useful life of the property, and, with respect to each item of property financed as part of the Financed Facility with proceeds of the Original Obligations, the period beginning on the later of (a) the issue date of the Original Obligations or (b) the date the property was or will be placed in service, and ending on the earlier of (1) the final maturity date of the Bonds or (2) 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 Bonds. “Municipal Advisor” means Stifel, Nicolaus & Company, Incorporated, municipal advisor to the Issuer. “Net Proceeds” means when used in reference to the Bonds or the New Money Portion, the sale proceeds (excluding pre-issuance accrued interest), less an allocable share of any proceeds deposited in a reasonably required reserve or replacement fund, plus an allocable share of all Investment earnings on such sale proceeds. “New Money Portion” means the portion of the Bonds described in Section 3.06 together with the remaining Gross Proceeds of the Bonds properly allocable to financing the Improvements, rather than refinancing the Refunded Obligations. “Non-Qualified Use” means use of Bond 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 Bond 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. “Official Intent Date” means each date that the Issuer adopted a resolution or ordinance declaring the intent of the Issuer to finance any of the Financed Improvements with tax-exempt obligations and to 5 reimburse the Issuer for expenditures made for the Financed Improvements prior to the issuance of those obligations. “Opinion of Bond Counsel” means the written opinion of Bond Counsel to the effect that the proposed action or the failure to act will not adversely affect the exclusion of the interest on the Bonds from gross income for federal income tax purposes. “Original Obligations” means the Issuer’s general obligation bonds and infrastructure loans directly or indirectly refinanced by the Bonds listed on Exhibit D, which were the initial issues of tax- exempt governmental obligations that financed or refinanced a portion of the Financed Improvements. “Post-Issuance Tax Requirements” means those requirements related to the use of proceeds of the Bonds, the use of the Financed Improvements and the investment of Gross Proceeds after the Issue Date of the Bonds. “Purchaser” means Robert W. Baird & Co., Inc., Red Bank, New Jersey, the original purchaser of the Bonds, 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 respective Official Intent Date or (b) three years prior to the Issue Date, and ending not later than the date the respective Improvement 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. 6 (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 arrangement at fair market value so long as the Financed Improvements were 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. “Rebate Fund” means the Rebate Fund for General Obligation Improvement and Refunding Bonds, Series 2020-B established under the Bond Resolution. “Redemption Fund for Refunded Bonds” means the Redemption Fund for the Refunded Bonds established under the Bond Resolution. “Redemption Fund for Refunded Loan” means the Redemption Fund for the Refunded Loan established under the Bond Resolution. “Refunded Bonds” means collectively: (a) the Series 2010-B Bonds maturing in the years 2021 to 2023, inclusive, in the aggregate principal amount of $745,000; and (b) the Series 2012-A Bonds maturing in the years 2021 to 2027, inclusive, in the aggregate principal amount of $1,185,000. “Refunded Loan” means the outstanding principal amount of the Loan. “Refunded Obligations” means the Refunded Bonds and the Refunded Loan. “Refunding Portion” means the sale proceeds of the Bonds identified in Section 3.06, together with the remaining Gross Proceeds of the Bonds properly allocable to the refunding of the Refunded Obligations. “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 Bonds. “Series 2010-B Bonds” means the Issuer’s General Obligation Refunding Bonds, Series 2010-B, dated October 15, 2010. “Series 2012-A Bonds” means the Issuer’s General Obligation Internal Improvement Bonds, Series 2012-A, dated July 15, 2012. “State” means the State of Kansas. 7 “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 Bonds and the Original Obligations, 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 Bonds. “Yield” means the yield on the Bonds, 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: (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 Bonds for the purposes set forth in the Bond Resolution, to enter into, execute and deliver the Bond Resolution, the Bonds, 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 Bond Resolution, the Bonds, and this Tax Certificate, acting by and through its duly authorized officials. (b) Tax-Exempt Status of Bonds–General Covenant and Allocation of Proceeds to Financed Improvements. (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 Bonds, whether or not such money was derived from the proceeds of the sale of the Bonds or from any other source, in a manner that would cause the Bonds 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 Bond 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 Bonds to be included in gross income for federal income tax purposes. (2) The Issuer will account for the expenditure of the Bond proceeds and Qualified Equity for the 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 Improvements financed with Qualified Equity, and then only 8 to the extent of any excess, to the portion of the Improvements financed with Bond proceeds (that is, the Financed Improvements). (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 have been or are 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 Bonds), as specified in advice of Bond Counsel, as necessary to maintain the exclusion of the interest on the Bonds from gross income for federal income tax purposes. (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 Bonds will be, and none of the payment of principal of and interest on the Refunded Obligations and on all other obligations which directly or indirectly refinanced the Original Obligations has been, (under the terms of the Bonds or any underlying arrangement) directly or indirectly: (1) secured by (i) any interest in property used or to be used for a Non-Qualified 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 Non-Qualified Use. 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 Bonds without first consulting with Bond Counsel. (e) No Private Loan. Not more than 5% of the net proceeds of the Bonds will be loaned directly or indirectly to any Non-Qualified User. (f) Management or Service Agreements. As of the Issue Date, the Issuer has not entered into any Management or Service 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. (h) Limit on Maturity of Bonds. 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 Bonds is 7.105 years, as computed by Bond Counsel and shown on Exhibit A, does not exceed 120% of the average reasonably expected economic life of the Financed Improvements. 9 (i) Expenditure of Bond Proceeds. (1) Accounting for Expenditures. The Issuer will evidence each allocation of the proceeds of the Bonds and Qualified Equity for the 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) Reimbursement of Expenditures; Official Intent. On each Official Intent Date, the governing body of the Issuer adopted a resolution 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 resolutions are contained in Tabs 1 and 2 of the Transcript. The Issuer expects to allocate proceeds of the Bonds in the amount of $593,739.92 to reimburse expenditures paid prior to the Issue Date. Each such reimbursement allocation meets all of the following requirements: (A) no proceeds of the Bonds will be used to reimburse an expenditure paid by the Issuer more than 60 days prior to the date the relevant resolution referenced above was adopted, (B) no reimbursement allocation will be made for an expenditure made more than three years prior to the date of the reimbursement allocation, and (C) no reimbursement allocation will be made more than 18 months following the later of the date of the expenditure or the date the Financed Improvements were placed in service. (j) Registered Bonds. The Bond Resolution requires that all of the Bonds will be issued and held in registered form within the meaning of Code § 149(a). (k) Bonds Not Federally Guaranteed. The Issuer will not take any action or permit any action to be taken which would cause any Bond to be “federally guaranteed” within the meaning of Code § 149(b). (l) 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 B of this Tax Certificate. (m) No Hedge Bonds. At least 85% of the net sale proceeds (the sale proceeds of the New Money Portion less any sale proceeds invested in a reserve fund) of the New Money Portion will be used to carry out the governmental purpose of the New Money Portion within three years after the Issue Date, and not more than 50% of the proceeds of the New Money Portion will be invested in Investments having a substantially guaranteed Yield for four years or more. At least 85% of the net sale proceeds (the sale proceeds of the Original Obligations less any sale proceeds invested in a reserve fund) of each issue comprising the Original Obligations were or will be used to carry out the governmental purpose of the Original Obligations within three years after the respective 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 Bonds constitute a single “issue” under Regulations § 1.150-1(c). No other debt obligations of the Issuer (1) are being sold within 15 days of the sale of the Bonds, (2) are being sold under the same plan of financing as the Bonds, and (3) are expected to be paid from substantially the same source of funds as the Bonds (disregarding guarantees from unrelated parties, such as bond insurance). 10 (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 Bonds or the Refunded Obligations. 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 Bonds. 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 Bonds 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 Bonds from gross income for federal income tax purposes. Section 2.02 Survival 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 Bonds, 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 Bonds. ARTICLE III ARBITRAGE CERTIFICATIONS AND COVENANTS Section 3.01 General. The purpose of this Article III is to certify, under Regulations § 1.148- 2(b), the Issuer’s expectations as to the sources, uses and investment of Bond proceeds and other money, in order to support the Issuer’s conclusion that the Bonds 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 Bonds. Section 3.02 Reasonable Expectations. The facts, estimates and expectations set forth in this Article III 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 Bonds are being issued for the purpose of providing funds to: (a) pay a portion of the costs of the Improvements; (b) refund the Refunded Bonds; (c) refund the Refunded Loan; and (d) pay costs of issuance. Section 3.04 Funds and Accounts. The following funds and accounts have been established under the Bond Resolution: 11 (a) Improvement Fund; (b) Debt Service Account; (c) Redemption Fund for Refunded Bonds; (d) Redemption Fund for Refunded Loan; and (e) Rebate Fund. Section 3.05 Amount and Use of Bond Proceeds and Other Monies. (a) Amount of Bond Proceeds. The total proceeds to be received by the Issuer from the sale of the Bonds will be as follows: Principal Amount $8,450,000.00 Net Original Issue Premium 593,333.45 Less Underwriting Discount (52,812.07) Total Proceeds Received by Issuer $8,990,521.38 (b) Use of Bond Proceeds. The Bond proceeds (net an underwriting discount of $52,812.07) are expected to be allocated to expenditures as follows: (1) All accrued interest, if any, will be deposited in the Debt Service Account and used to pay interest on the Bonds. (2) $3,500,109.45 will be deposited in the Improvement Fund to be used as follows: (A) $79,655.00 will be used to pay the costs of issuing the Bonds; (B) the balance of $3,420,454.45 (plus $300,000.00 of other funds contributed by the Issuer) will be used to pay or reimburse the Issuer for costs of the Financed Improvements. (3) $747,814.10 will be deposited in the Redemption Fund for the Refunded Bonds and used to pay costs of refunding the Refunded Series 2010-B Bonds. (4) $1,188,381.35 will be deposited in the Redemption Fund for the Refunded Bonds and used to pay costs of refunding the Refunded Series 2012-A Bonds. (5) $3,554,216.48 will be deposited in the Redemption Fund for the Refunded Loan and used to pay costs of refunding the Refunded Loan. Section 3.06 Multipurpose Issue. Pursuant to Regulations § 1.148-9(h), the Issuer is applying the arbitrage rules to separate financing purposes of the issue that have the same initial temporary period as if they constitute a single issue for purposes of applying the arbitrage rules. Under Regulations § 1.148- 9(h), the Bonds will be treated as two separate issues (a New Money Portion and a Refunding Portion) for purposes of applying certain of the arbitrage restrictions under Code § 148. Section 3.07 Current Refunding. (a) Proceeds Used for Current Refunding. Proceeds of the Bonds will be used to pay principal of and interest on the Refunded Obligations. All such proceeds shall be spent not later than 90 days after the Issue Date. 12 (b) Transferred Proceeds. As of the Issue Date, no unspent proceeds (sale proceeds, Investment proceeds or transferred proceeds) of the Refunded Obligations remain. Therefore, there will be no “transferred proceeds” of the Bonds (determined in accordance Regulations § 1.148-9(b)). (c) KDHE Loan. In the Refunded Loan Redemption Documents, included in the Transcript as the Item #18 Attachment, the Kansas Department of Health and Environment has represented that the Loan was derived from sources other than the proceeds of tax-exempt obligations; therefore, the Loan does not constitute a “purpose investment” (as defined in Regulations § 1.148-1(b)) of an issue of tax-exempt obligations. Section 3.08 Completion of Financed Improvements. The Issuer has incurred, or will incur within six months after the Issue Date, a substantial binding obligation to a third party to spend at least 5% of the Net Proceeds of the New Money Portion on the Financed Improvements. The completion of the Financed Improvements and the allocation of the Net Proceeds of the New Money Portion to expenditures will proceed with due diligence. At least 85% of the Net Proceeds of the New Money Portion will be allocated to expenditures on the Financed Improvements within three years after the Issue Date. The portion of the Financed Improvements financed by the Original Obligations has previously been completed. Section 3.09 Sinking Funds. The Issuer is required to make periodic payments in amounts sufficient to pay the principal of and interest on the Bonds. Such payments will be deposited into the Debt Service Account. 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 Bonds has been established or is expected to be established. The Debt Service Account is used primarily to achieve a proper matching of revenues with principal and interest payments on the Bonds within each Bond Year, and the Issuer expects that the Debt Service Account will qualify as a Bona Fide Debt Service Fund. Section 3.10 Reserve, Replacement and Pledged Funds. (a) No Reserve Fund. No reserve fund has been or will be established for the Bonds. (b) No Replacement or Pledged Funds. None of the Bond 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 Obligations, 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 Bonds if the Issuer encounters financial difficulty. Section 3.11 Purpose Investment Yield. The proceeds of the Bonds will not be used to purchase an Investment for the purpose of carrying out the governmental purpose of the financing. Section 3.12 Issue Price and Yield on Bonds. (a) Issue Price. Based on the Purchaser’s certifications in Exhibit C, the Issuer hereby elects to establish the issue prices of the Bonds pursuant to Regulations § 1.148-1(f)(2)(ii) (relating to the so- called “Hold-the-Offering-Price Rule”). Therefore, the aggregate issue price of the Bonds for such purpose is $9,043,333.45. 13 (b) Bond Yield. Based on the issue price, the Yield on the Bonds is 1.41122%, as computed by Bond Counsel as shown on Exhibit A. The Issuer has not entered into an interest rate swap agreement with respect to any portion of the proceeds of the Bonds. Section 3.13 Miscellaneous Arbitrage Matters. (a) No Abusive Arbitrage Device. The Bonds 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 Bonds, together with expected Investment earnings thereon and other money contributed by the Issuer, do not exceed the cost of the governmental purpose of the Bonds as described above. Section 3.14 Conclusion. On the basis of the facts, estimates and circumstances set forth in this Tax Certificate, the Issuer does not expect that the Bond proceeds will be used in a manner that would cause any Bond 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 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 Bonds are issued. The Issuer recognizes that interest on the Bonds 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 Bonds to be refinanced with tax- exempt obligations and substantiate the position that interest on the Bonds is exempt from gross income in the event of an audit of the Bonds 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 Bonds and to supplement any other formal policies and procedures related to the Post-Issuance Tax Requirements that the Issuer has established. 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 amounts, participate in any federal income tax audit of the Bonds 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 Bonds and the Issuer shall be entitled 14 to reimbursement and recovery of its costs to the same extent as provided in the Bond Resolution or State law. Section 4.02 Record Keeping; Use of Bond Proceeds and Use of Financed Improvements. (a) Record Keeping. The Bond Compliance Officer will maintain the Tax-Exempt Bond File for the Bonds in accordance with the Tax Compliance Procedure. Unless otherwise specifically instructed in advice or 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 Bonds or (2) any obligation issued to refund the Bonds. 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. (b) Accounting and Allocation of Bond Proceeds and Qualified Equity to Expenditures. The Bond Compliance Officer will account for the investment and expenditure of Bond proceeds in the level of detail required by the Tax Compliance Procedure. The expected allocation of the proceeds of the Bonds and Qualified Equity to expenditures for the Improvements is set forth on Exhibit D. The Bond Compliance Officer will supplement the expected allocation of Bond proceeds and Qualified Equity to expenditures with a Final Written Allocation as required by the Tax Compliance Procedure. The Final Written Allocation will also evidence the allocation of proceeds of the Original Obligations to the Financed Improvements. A sample form of Final Written Allocation is attached as Exhibit F. (c) Annual Compliance Checklist. Attached as Exhibit E is a sample Annual Compliance Checklist for the Bonds. The Bond Compliance Officer will prepare and complete an Annual Compliance Checklist for the Financed Improvements at least annually in accordance with the Tax Compliance Procedure. In the event the Annual Compliance Checklist identifies a deficiency in compliance with the requirements of this Tax Certificate, the Bond Compliance Officer will take the actions identified in advice of Bond Counsel or as described in the Tax Compliance Procedure to correct any deficiency. (d) Opinions of Bond Counsel. The Bond Compliance Officer is responsible for obtaining and delivering to the Issuer any advice or Opinion of Bond Counsel required by this Tax Certificate or the Annual Compliance Checklist. Section 4.03 Temporary Periods/ Yield Restriction. Except as described below, Gross Proceeds must not be invested at a Yield greater than the Yield on the Bonds: (a) Improvement Fund – New Money Portion. Bond proceeds deposited in the Improvement Fund allocable to the New Money Portion and investment earnings on such proceeds may be invested without Yield restriction for up to three years following the Issue Date. If any such unspent proceeds remain in the Improvement Fund after three years, those amounts may continue to be invested without Yield restriction so long as the Issuer pays to the IRS all Yield reduction payments in accordance with Regulations § 1.148-5(c), regardless of whether the Bonds are exempt from the arbitrage rebate or yield reduction amounts requirements of Code § 148. 15 (b) Redemption Fund for Refunded Bonds; Redemption Fund for Refunded Loan. Bond proceeds deposited in the Redemption Fund for Refunded Bonds and Redemption Fund for Refunded Loan allocable to a current refunding of the Refunded Obligations (see Section 3.07) may be invested without Yield restriction for up to 90 days after the Issue Date. (c) Debt Service Account. 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. (d) Minor Portion. In addition to the amounts described above, Gross Proceeds not exceeding the Minor Portion may be invested without Yield restriction. (e) Rebate Fund. Money, other than sale proceeds or Investment proceeds, on deposit in the Rebate Fund may be invested without Yield restriction. Section 4.04 Procedures for Establishing Fair Market Value. (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. (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: (i) 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. 16 (ii) 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. (iii) The bid specifications include a statement notifying potential providers that submission of a bid is a representation (A) that the potential provider did not consult with any other potential provider about its bid, (B) 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 bond issue), and (C) 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. (iv) 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. (v) The terms of the solicitation take into account the Issuer’s reasonably expected deposit and draw-down schedule for the amounts to be invested. (vi) 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”). (vii) 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 must meet all of the following requirements: (i) At least three bids are received from providers that were solicited as described above and that do not have a “material financial interest” in the issue. For this purpose, (A) 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, (B) 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 (C) 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. (ii) At least one of the three bids received is from a reasonably competitive provider, as defined above. (iii) If an agent or broker is used to conduct the bidding process, the agent or broker did not bid to provide the Guaranteed Investment Contract. 17 (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 Bond documents until three years after the last outstanding Bond 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: (1) at least three bids on the Investment must be received from persons with no financial interest in the Bonds (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 Bonds 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 Bonds 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 Proceeds of the Bonds is exempt from the rebate requirement. To the extent all or a portion of the Bonds 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 Bonds to the extent permitted by Regulations §§ 1.148-7(b)(1) and 1.148-3(e)(2) but only in accordance with specific written instructions provided by the Rebate Analyst. (b) Applicable Spending Exceptions. (1) The Issuer expects that at least 75% of the Available Construction Proceeds will be used for construction or rehabilitation expenditures for property owned by the Issuer. 18 (2) The following optional rebate spending exceptions can apply to the New Money Portion, the Refunding Portion and the transferred proceeds of the Original Obligations: New Money Portion: (A) 6-month spending exception (Code § 148(f)(4)(B) and Regulations § 1.148-7(c)). (B) 18-month spending exception (Regulations § 1.148-7(d)). (C) 2-year spending exception (Code § 148(f)(4)(C) and Regulations § 1.148- 7(e)). Refunding Portion: 6-month spending exception (Code § 148(f)(4)(B) and Regulations § 1.148-7(c)). (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 and yield reduction amounts (1) with respect to such portion that meets the 6-month, 18-month or 2-year spending exception, or (2) for a given Bond Year, if the gross earnings on the Debt Service Account for such Bond Year are less than $100,000. If the average annual debt service on the Bonds does not exceed $2,500,000, the $100,000 earnings test may be treated as satisfied in every Bond 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. (f) General Requirements for Spending Exception. The following general requirements apply in determining whether a spending exception is met: (1) Using Adjusted Gross Proceeds or Available Construction Proceeds to pay principal of any Bonds is not taken into account as an expenditure for purposes of meeting any of the spending tests. (2) The six-month spending exception generally is met if all Adjusted Gross Proceeds of the New Money Portion or the Refunding Portion, 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 6-month period, so long as this amount is spent within one year of the Issue Date. (3) The 18-month spending exception generally is met if all Adjusted Gross Proceeds of the New Money Portion are spent in accordance with the following schedule: 19 Time Period After the Issue Date Minimum Percentage of Adjusted Gross Proceeds Spent 6 months 15% 12 months 60% 18 months (Final) 100% (4) The 2-year spending exception generally is met if all Available Construction Proceeds are spent in accordance with the following schedule: Time Period After the Issue Date Minimum Percentage of Available Construction Proceeds Spent 6 months 10% 12 months 45% 18 months 75% 24 months (Final) 100% (5) For purposes of applying the 18-month and 2-year spending exceptions only, the failure to satisfy the final spending requirement is disregarded if the Issuer uses due diligence to complete the Financed Improvements and the failure does not exceed the lesser of 3% of the aggregate issue price the New Money Portion or $250,000. No such exception applies for any other spending period. (6) For purposes of applying the 18-month and 2-year spending exceptions only, the Bonds meet the applicable spending test even if, at the end of the final spending period, proceeds not exceeding a Reasonable Retainage remain unspent, so long as such Reasonable Retainage is spent within 30 months after the Issue Date in the case of the 18-month exception or 3 years after the Issue Date in the case of the 2-year spending exception. (7) Spending exceptions may be applied separately to the New Money Portion and the Refunding Portion of the Bonds. 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 Bonds 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 Bond 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 Bonds, (4) any accrued interest paid, (5) face amount, (6) coupon rate, (7) 20 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. (f) Survival after Defeasance. Notwithstanding anything in the Bond 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 Bonds. ARTICLE V MISCELLANEOUS PROVISIONS Section 5.01 Term of Tax Certificate. This Tax Certificate will be effective concurrently with the issuance and delivery of the Bonds and will continue in force and effect until the principal of, redemption premium, if any, and interest on all Bonds have been fully paid and all such Bonds are cancelled; provided that the provisions of Article IV 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 of 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 Bondowners, but only if such amendment is in writing and is accompanied by an Opinion of Bond Counsel to the effect that, under then-existing law, assuming compliance with this Tax Certificate as so amended and the Bond Resolution, such amendment will not cause interest on any Bond to be included in gross income for federal income tax purposes. No amendment will become effective until the Issuer receives an Opinion of Bond Counsel, addressed to the Issuer that the 21 amendment will not adversely affect the exclusion of the interest on the Bonds 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 an Opinion of Bond Counsel to the effect that the proposed deviation will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes. The Issuer further agrees to comply with any further or different instructions provided in an Opinion of Bond Counsel to the effect that the further or different instructions need to be complied with in order to maintain the validity of the Bonds or the exclusion from gross income of interest on the Bonds. Section 5.04 Reliance. In delivering this Tax Certificate the Issuer is making only those certifications, representations and agreements as are specifically attributed to them 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 Bonds and the exclusion from federal gross income of the interest on the Bonds. Section 5.05 Severability. If any provision in this Tax Certificate or in the Bonds 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 Bonds. Nothing in this Tax Certificate, the Bond Resolution or the Bonds, express or implied, gives to any person, other than the Issuer, its successors and assigns, and the owners of the Bonds, 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 Bondowners pursuant to the terms of the Bond 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 transactions described in this Tax Certificate may be conducted, and related documents may be stored, by electronic means. All closing documents, certificates, and related instruments may be executed by electronic transmission. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents (or documents executed by electronic transmission) shall be deemed to be authentic and valid counterparts of such documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. 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] 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 -��/ 1/ By: c..-- Michael L. Hoppock, By: 2511t1M{il .u)OU Shandi Wicks, CMC, City Clerk By: Debbie Pack, Finance Director (Signature Page to Federal Tax Certificate - 2020-B Bonds) A-1 EXHIBIT A DEBT SERVICE SCHEDULE AND PROOF OF YIELD $8,450,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B DATED NOVEMBER 19, 2020 Oct 19, 2020 3:35 pm Prepared by Gilmore & Bell, P.C. (Finance 8.500) Page 3 BOND DEBT SERVICE City of Salina, Kansas General Obligation Refunding Bonds, Series 2020-B Period Annual Bond Total Ending Principal Coupon Interest Debt Service Debt Service Balance Bond Value 11/19/2020 8,450,000 8,450,000 04/01/2021 85,841.25 85,841.25 8,450,000 8,450,000 10/01/2021 835,000 3.000% 117,056.25 952,056.25 1,037,897.50 7,615,000 7,615,000 04/01/2022 104,531.25 104,531.25 7,615,000 7,615,000 10/01/2022 830,000 3.000% 104,531.25 934,531.25 1,039,062.50 6,785,000 6,785,000 04/01/2023 92,081.25 92,081.25 6,785,000 6,785,000 10/01/2023 670,000 3.000% 92,081.25 762,081.25 854,162.50 6,115,000 6,115,000 04/01/2024 82,031.25 82,031.25 6,115,000 6,115,000 10/01/2024 560,000 3.000% 82,031.25 642,031.25 724,062.50 5,555,000 5,555,000 04/01/2025 73,631.25 73,631.25 5,555,000 5,555,000 10/01/2025 575,000 3.000% 73,631.25 648,631.25 722,262.50 4,980,000 4,980,000 04/01/2026 65,006.25 65,006.25 4,980,000 4,980,000 10/01/2026 595,000 3.000% 65,006.25 660,006.25 725,012.50 4,385,000 4,385,000 04/01/2027 56,081.25 56,081.25 4,385,000 4,385,000 10/01/2027 610,000 3.000% 56,081.25 666,081.25 722,162.50 3,775,000 3,775,000 04/01/2028 46,931.25 46,931.25 3,775,000 3,775,000 10/01/2028 455,000 3.000% 46,931.25 501,931.25 548,862.50 3,320,000 3,320,000 04/01/2029 40,106.25 40,106.25 3,320,000 3,320,000 10/01/2029 465,000 3.000% 40,106.25 505,106.25 545,212.50 2,855,000 2,855,000 04/01/2030 33,131.25 33,131.25 2,855,000 2,855,000 10/01/2030 480,000 3.000% 33,131.25 513,131.25 546,262.50 2,375,000 2,375,000 04/01/2031 25,931.25 25,931.25 2,375,000 2,375,000 10/01/2031 405,000 3.000% 25,931.25 430,931.25 456,862.50 1,970,000 1,970,000 04/01/2032 19,856.25 19,856.25 1,970,000 1,970,000 10/01/2032 420,000 2.000% 19,856.25 439,856.25 459,712.50 1,550,000 1,550,000 04/01/2033 15,656.25 15,656.25 1,550,000 1,550,000 10/01/2033 425,000 2.000% 15,656.25 440,656.25 456,312.50 1,125,000 1,125,000 04/01/2034 11,406.25 11,406.25 1,125,000 1,125,000 10/01/2034 435,000 2.000% 11,406.25 446,406.25 457,812.50 690,000 690,000 04/01/2035 7,056.25 7,056.25 690,000 690,000 10/01/2035 440,000 2.000% 7,056.25 447,056.25 454,112.50 250,000 250,000 04/01/2036 2,656.25 2,656.25 250,000 250,000 10/01/2036 250,000 2.125% 2,656.25 252,656.25 255,312.50 8,450,000 1,555,085.00 10,005,085.00 10,005,085.00 Oct 19, 2020 3:35 pm Prepared by Gilmore & Bell, P.C. (Finance 8.500) Page 4 BOND PRICING City of Salina, Kansas General Obligation Refunding Bonds, Series 2020-B Maturity Yield to Call Call Premium Bond Component Date Amount Rate Yield Price Maturity Date Price (-Discount) Serial Bonds: 10/01/2021 835,000 3.000% 0.250% 102.379 19,864.65 10/01/2022 830,000 3.000% 0.300% 105.021 41,674.30 10/01/2023 670,000 3.000% 0.350% 107.551 50,591.70 10/01/2024 560,000 3.000% 0.400% 109.965 55,804.00 10/01/2025 575,000 3.000% 0.550% 111.748 67,551.00 10/01/2026 595,000 3.000% 0.750% 112.889 76,689.55 10/01/2027 610,000 3.000% 0.950% 113.595 82,929.50 10/01/2028 455,000 3.000% 1.100% 112.532 C 1.318% 10/01/2027 100.000 57,020.60 10/01/2029 465,000 3.000% 1.200% 111.829 C 1.566% 10/01/2027 100.000 55,004.85 10/01/2030 480,000 3.000% 1.300% 111.131 C 1.766% 10/01/2027 100.000 53,428.80 10/01/2031 405,000 3.000% 1.450% 110.094 C 1.964% 10/01/2027 100.000 40,880.70 10/01/2035 440,000 2.000% 2.100% 98.727 (5,601.20) 10/01/2036 250,000 2.125% 2.200% 98.998 (2,505.00) 7,170,000 593,333.45 Term Bond 2034: 10/01/2032 420,000 2.000% 2.000% 100.000 10/01/2033 425,000 2.000% 2.000% 100.000 10/01/2034 435,000 2.000% 2.000% 100.000 1,280,000 8,450,000 593,333.45 Dated Date 11/19/2020 Delivery Date 11/19/2020 First Coupon 04/01/2021 Par Amount 8,450,000.00 Premium 593,333.45 Production 9,043,333.45 107.021698% Underwriter's Discount (52,812.07) (0.624995%) Purchase Price 8,990,521.38 106.396703% Accrued Interest Net Proceeds 8,990,521.38 Oct 19, 2020 3:35 pm Prepared by Gilmore & Bell, P.C. (Finance 8.500) Page 6 PROOF OF ARBITRAGE YIELD City of Salina, Kansas General Obligation Refunding Bonds, Series 2020-B Present Value PV to 11/19/2020 Date Debt Service Total Factor @ 1.4112195609% 04/01/2021 85,841.25 85,841.25 0.994856970 85,399.77 10/01/2021 952,056.25 952,056.25 0.987886347 940,523.37 04/01/2022 104,531.25 104,531.25 0.980964565 102,541.45 10/01/2022 934,531.25 934,531.25 0.974091282 910,318.74 04/01/2023 92,081.25 92,081.25 0.967266157 89,067.08 10/01/2023 762,081.25 762,081.25 0.960488854 731,970.55 04/01/2024 82,031.25 82,031.25 0.953759037 78,238.05 10/01/2024 642,031.25 642,031.25 0.947076373 608,052.63 04/01/2025 73,631.25 73,631.25 0.940440533 69,245.81 10/01/2025 648,631.25 648,631.25 0.933851187 605,725.06 04/01/2026 65,006.25 65,006.25 0.927308011 60,280.82 10/01/2026 660,006.25 660,006.25 0.920810681 607,740.80 04/01/2027 56,081.25 56,081.25 0.914358876 51,278.39 10/01/2027 2,471,081.25 2,471,081.25 0.907952275 2,243,623.84 04/01/2028 19,856.25 19,856.25 0.901590564 17,902.21 10/01/2028 19,856.25 19,856.25 0.895273427 17,776.77 04/01/2029 19,856.25 19,856.25 0.889000553 17,652.22 10/01/2029 19,856.25 19,856.25 0.882771630 17,528.53 04/01/2030 19,856.25 19,856.25 0.876586351 17,405.72 10/01/2030 19,856.25 19,856.25 0.870444410 17,283.76 04/01/2031 19,856.25 19,856.25 0.864345503 17,162.66 10/01/2031 19,856.25 19,856.25 0.858289330 17,042.41 04/01/2032 19,856.25 19,856.25 0.852275590 16,923.00 10/01/2032 439,856.25 439,856.25 0.846303986 372,252.10 04/01/2033 15,656.25 15,656.25 0.840374224 13,157.11 10/01/2033 440,656.25 440,656.25 0.834486009 367,721.48 04/01/2034 11,406.25 11,406.25 0.828639050 9,451.66 10/01/2034 446,406.25 446,406.25 0.822833060 367,317.82 04/01/2035 7,056.25 7,056.25 0.817067750 5,765.43 10/01/2035 447,056.25 447,056.25 0.811342836 362,715.89 04/01/2036 2,656.25 2,656.25 0.805658034 2,140.03 10/01/2036 252,656.25 252,656.25 0.800013063 202,128.30 9,871,735.00 9,871,735.00 9,043,333.45 Proceeds Summary Delivery date 11/19/2020 Par Value 8,450,000.00 Premium (Discount) 593,333.45 Target for yield calculation 9,043,333.45 Oct 19, 2020 3:35 pm Prepared by Gilmore & Bell, P.C. (Finance 8.500) Page 7 PROOF OF ARBITRAGE YIELD City of Salina, Kansas General Obligation Refunding Bonds, Series 2020-B Assumed Call/Computation Dates for Premium Bonds Bond Maturity Call Call Yield To Component Date Rate Yield Date Price Call/Maturity SERIAL 10/01/2028 3.000% 1.100% 10/01/2027 100.000 1.1002503% SERIAL 10/01/2029 3.000% 1.200% 10/01/2027 100.000 1.2003329% SERIAL 10/01/2030 3.000% 1.300% 10/01/2027 100.000 1.3004129% SERIAL 10/01/2031 3.000% 1.450% 10/01/2027 100.000 1.4504246% Rejected Call/Computation Dates for Premium Bonds Bond Maturity Call Call Yield To Increase Component Date Rate Yield Date Price Call/Maturity to Yield SERIAL 10/01/2028 3.000% 1.100% 1.3178376% 0.2175874% SERIAL 10/01/2029 3.000% 1.200% 1.5660644% 0.3657315% SERIAL 10/01/2030 3.000% 1.300% 1.7659055% 0.4654927% SERIAL 10/01/2031 3.000% 1.450% 1.9640643% 0.5136397% B-1 EXHIBIT B IRS FORM 8038-G $8,450,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B DATED NOVEMBER 19, 2020 C-1 EXHIBIT C PURCHASER’S RECEIPT FOR BONDS AND CLOSING CERTIFICATE $8,450,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B The undersigned, on behalf of Robert W. Baird & Co., Inc. (the “Original Purchaser”), as the Original Purchaser, and Underwriter of the above-described bonds (the “Bonds”), being issued on the date of this Certificate by the City of Salina, Kansas (the “Issuer”), certifies and represents as follows: 1. Receipt for Bonds. The Original Purchaser acknowledges receipt on the date hereof of all of the Bonds, consisting of fully registered Bonds in authorized denominations in a form acceptable to the Original Purchaser. 2. Issue Price. (a) Public Offering. On or before the sale date of the Bonds (October 19, 2020) the Purchaser offered all the Bonds to the Public in a bona fide initial offering at the prices set forth on Schedule 1 attached to this Certificate (the “Initial Offering Prices”). Included as Schedule 1 is a copy of the pricing wire or similar communication used by the Purchaser in connection with the initial offering of the Bonds to the public at the Initial Offering Prices. (b) Hold-the-Offering Prices. For each Maturity listed on Schedule 1 the Purchaser has agreed in writing (in the Notice of Sale and bid award and the Agreement Among Underwriters) that (i) it would neither offer nor sell any of the bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “Hold-the- Offering-Price Rule”), and (ii) any selling group agreement contains the agreement of each dealer who is a member of the selling group, and any retail distribution agreement contains the agreement of each broker- dealer who is a party to the retail distribution agreement, to comply with the Hold-the-Offering-Price Rule. Pursuant to such agreement, the Purchaser has not offered or sold any Maturities at a price that is higher than the respective Initial Offering Price for that Maturity during the Holding Period. (c) Defined Terms. (i) The term “Holding Period” means the period starting on the sale date of the Bonds and ending on the earlier of (A) the close of the fifth business day after such sale date (October 26, 2020), or (B) the date on which the Original Purchaser Group has sold at least 10% of such Maturity to the Public at prices that are no higher than the Initial Offering Price for such Maturity. (ii) The term “Maturity” means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (iii) 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. 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. (iv) 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 Bonds 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 Bonds 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 Bonds to the Public). 3. Reliance. The representations set forth in this certificate are limited to factual matters only. Nothing in this Certificate represents the Original 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 Bonds, by Stifel, Nicolaus & Company, Incorporated, Municipal Advisor to the Issuer in executing the Municipal Advisor’s Certificate Regarding the Competitive Sale, 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 Bonds and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. Dated: November 19, 2020. ROBERT W. BAIRD & CO., INC. RED BANK, NEW JERSEY By: Title: Managing Director C-3 SCHEDULE 1 EXPECTED OFFERING PRICES; PRICING WIRE DOCUMENTATION 1 Please see certificate and wire. Thank you RE: $ 8,450,000 City of Salina, Kansas General Obligation Improvement and Refunding Bonds Series 2020-B MOODY'S: Aa3 S&P: FITCH:KROLL: DATED:11/19/2020 FIRST COUPON:04/01/2021 DUE: 10/01 INITIAL TRADE DATE: ADD'L TAKEDOWN MATURITY AMOUNT COUPON PRICE ( Pts ) CUSIP 10/01/2021 835M 3.00% 0.25 0.10 794744DC3 (Approx. $ Price 102.379) 10/01/2022 830M 3.00% 0.30 1/4 794744DD1 (Approx. $ Price 105.021) 10/01/2023 670M 3.00% 0.35 1/4 794744DE9 (Approx. $ Price 107.551) 10/01/2024 560M 3.00% 0.40 1/4 794744DF6 (Approx. $ Price 109.965) 10/01/2025 575M 3.00% 0.55 1/4 794744DG4 (Approx. $ Price 111.748) 10/01/2026 595M 3.00% 0.75 1/4 794744DH2 (Approx. $ Price 112.889) 10/01/2027 610M 3.00% 0.95 3/8 794744DJ8 (Approx. $ Price 113.595) 10/01/2028 455M 3.00% 1.10 1/2 794744DK5 (Approx. $ Price PTC 10/01/2027 112.532 Approx. YTM 1.318) 10/01/2029 465M 3.00% 1.20 1/2 794744DL3 (Approx. $ Price PTC 10/01/2027 111.829 Approx. YTM 1.566) 10/01/2030 480M 3.00% 1.30 1/2 794744DM1 (Approx. $ Price PTC 10/01/2027 111.131 Approx. YTM 1.766) 10/01/2031 405M 3.00% 1.45 1/2 794744DN9 2 (Approx. $ Price PTC 10/01/2027 110.094 Approx. YTM 1.964) 10/01/2034 1,280M 2.00% 2.00 1.00 794744DR0 10/01/2035 440M 2.00% 2.10 1.00 794744DS8 (Approx. $ Price 98.727) (Original Issue Discount) 10/01/2036 250M 2.125% 2.20 1.00 794744DT6 (Approx. $ Price 98.998) (Original Issue Discount) --------------------------------------- CALL FEATURES: Optional call in 10/01/2027 @ 100.00 --------------------------------------- From Colborne, Amy (G&B) <ACOLBORNE@gilmorebell.com>   Sent:Thursday, November 12, 2020 2:04 PM  To: Galarza, Charles <CGalarza@rwbaird.com>; Foelske, Ronald <RFoelske@rwbaird.com>; Solberg, Janet  <JSolberg@rwbaird.com>; Cashiers Underwriting <CashiersUnderwriting@rwbaird.com>; Ossoinik, Vicky  <VOssoinik@rwbaird.com>; Gomez, Moises <MGomez@rwbaird.com>; Yorton, Abigail <AYorton@rwbaird.com>  Cc: Cassmeyer, Julie (G&B)<JCASSMEYER@GilmoreBell.com>; Findley,Bridget (G&B) <bfindley@gilmorebell.com>;  Riekhof, Gina (G&B)<GRIEKHOF@GilmoreBell.com>  Subject:City of Salina, Kansas General Obligation Improvement and Refunding Bonds, Series 2020‐B  Good afternoon,  Attached is the Underwriters Receipt for Bonds and Closing Certificate for execution in connection with the above‐ referenced Bonds.  Please print, sign and e‐mail the signature page back to us.  We do not need originals, scanned copies  are sufficient.   Please also provide the pricing wire or similar communication used to document the initial offering of the Bonds to the  public (to be used as Schedule 1). Please call Gina or me if you have any questions.  Thanks!  Amy  Amy Colborne, Legal Practice Assistant | Gilmore & Bell, P.C.  2405 Grand Boulevard | Suite 1100 | Kansas City, MO 64108  Phone: (816) 218‐7567 | Fax:(816) 221‐1018  acolborne@gilmorebell.com   This is an electronic mail transmission from the law firm of Gilmore & Bell, P.C. and may contain information that is privileged, confidential, and protected by the attorney-client or attorney-work product privileges. It is intended only for the addressees. If you are not an addressee, note that any disclosure, copying, distribution or use of the contents of this D-1 EXHIBIT D DESCRIPTION OF PROPERTY COMPRISING THE FINANCED IMPROVEMENTS AND LIST OF REIMBURSEMENT EXPENDITURES $8,450,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B DATED NOVEMBER 19, 2020 EXHIBIT D TO FEDERAL TAX CERTIFICATE Description of Property Comprising the Project and Financed Property 1 KDHE Loan 2153 Project Estimated Elapsed Estimated Economic Original Placed in Time Remaining Life x Economic Service from Economic Financed Asset Description Life Date Issue Date Life Cost Cost Air Stripper and Water Treatment Plant Rehabilitation Construct new building 30 12/1/1997 0.00 30.00 2,000,000 60,000,000 Equipment 25 12/1/1997 0.00 25.00 1,489,361 37,234,025 Temp Interest and closing costs 110,639 - 3,600,000 97,234,025 Less land, temp interest and closing costs (110,639) Net costs, excluding land, temp interest and closing costs 3,489,361 Original Average, Reasonably Expected Economic Life: 27.87 years 120% of Original Economic Life 120% 33.44 years Issue Date of KDHE Loan 2153 12/1/1997 Issue Date of 2010-B Bonds 10/29/2010 Less Years elapsed (12.91) Remaining permitted weighted average bond maturity 20.53 years KDHE Loan 2153 Proceeds Allocated to Project Costs 3,600,000 100.00% Other Money Allocated to Project Costs - 0.00% Total Project Costs 3,600,000 100.00% 2 KDHE Loan 2259 Project Estimated Elapsed Estimated Economic Original Placed in Time Remaining Life x Economic Service from Economic Financed Asset Description Life Date Issue Date Life Cost Cost Water Treatment Plant Improvements Phase II Building 30 3/14/2001 0.00 30.00 4,000,000 120,000,000 Equipment 25 3/14/2001 0.00 25.00 815,359 20,383,976 Capitalized Interest and closing costs 184,641 - 5,000,000 140,383,976 Less land, capitalized interest and closing costs - Net costs, excluding land, capitalized interest and closing costs 5,000,000 Original Average, Reasonably Expected Economic Life: 28.08 years 120% of Original Economic Life 120% 33.69 years Issue Date of KDHE Loan 2259 3/14/2001 Issue Date of 2010-B Bonds 10/29/2010 Less Years elapsed (9.63) Remaining permitted weighted average bond maturity 24.06 years KDHE Loan 2259 Proceeds Allocated to Project Costs 4,839,374 96.79% Other Money Allocated to Project Costs 160,626 3.21% Total Project Costs 5,000,000 100.00% Salina, KS GOIRBs 2020-B D-1 Nov. 19, 2020 3 2001-A Project Estimated Elapsed Estimated Economic Original Placed in Time Remaining Life x Economic Service from Economic Financed Asset Description Life Date Issue Date Life Cost Cost Morrison's Addition 30 7/26/2001 0.00 30.00 64,939 1,948,158 Replat of Georgetown Addition 30 7/26/2001 0.00 30.00 170,604 5,118,125 Eastview Estates Addition 30 7/26/2001 0.00 30.00 427,751 12,832,528 Aurora/Magnolia Drainage 30 7/26/2001 0.00 30.00 97,230 2,916,888 South Ohio 30 7/26/2001 0.00 30.00 3,547,899 106,436,984 East Bank Estates 30 7/26/2001 0.00 30.00 175,286 5,258,565 Twin Oaks 30 7/26/2001 0.00 30.00 125,066 3,751,979 Woodland Hills 30 7/26/2001 0.00 30.00 243,049 7,291,480 S. 9th Street Water and Sewer Improvements 30 7/26/2001 0.00 30.00 588,398 17,651,948 Holiday Addition 30 7/26/2001 0.00 30.00 31,141 934,219 5,471,362 164,140,873 Less land costs - Net costs, excluding land 5,471,362 Original Average, Reasonably Expected Economic Life: 30.00 years 120% of Original Economic Life 120% 36.00 years Issue Date of 2001-A Bonds 7/26/2001 Issue Date of 2010-B Bonds 10/29/2010 Less Years elapsed (9.26) Remaining permitted weighted average bond maturity 26.74 years 2001-A Bond Proceeds Allocated to Project Costs 2,896,150 52.93% Other Money Allocated to Project Costs 2,575,212 47.07% Total Project Costs 5,471,362 100.00% Salina, KS GOIRBs 2020-B D-2 Nov. 19, 2020 4 2002-B Project Estimated Elapsed Estimated Economic Original Placed in Time Remaining Life x Economic Service from Economic Financed Asset Description Life Date Issue Date Life Cost Cost Subdivision Improvements, Airport Industrial Center 30 7/25/2002 0.00 30.00 720,292 21,608,760 Subdivision Imp., Eastview Estates Add., Phase III 30 7/25/2002 0.00 30.00 255,682 7,670,460 Municipal Court Expansion 30 7/25/2002 0.00 30.00 1,004,026 30,120,780 1,980,000 59,400,000 Less land costs - Net costs, excluding land 1,980,000 Original Average, Reasonably Expected Economic Life: 30.00 years 120% of Original Economic Life 120% 36.00 years Issue Date of 2002-B Bonds 7/25/2002 Issue Date of 2010-B Bonds 10/29/2010 Less Years elapsed (8.26) Remaining permitted weighted average bond maturity 27.74 years 2002-B Bond Proceeds Allocated to Project Costs 1,980,000 100.00% Other Money Allocated to Project Costs - 0.00% Total Project Costs 1,980,000 100.00% 5 2010-B Bonds Determination of Average, Reasonably Expected Economic Life of Financed Property Use of Series Series 120% of 2010B 2010B Average Proceeds Proceeds Life (yrs) x Life 1 Refund KDHE Loan 2153 1,800,000 20.53 36,952,245 2 Refund KDHE Loan 2259 3,696,953 24.06 88,956,653 3 Refund Series 2001-A 1,000,000 26.74 26,740,000 4 Refund Series 2002-B 1,200,000 27.74 33,288,000 Total Net Uses: 7,696,953 185,936,898 120% of Expected Economic Life of Financed Property: 24.16 years Issue Date of 2010-B Bonds 10/29/2010 Issue Date of 2020-B Bonds 11/19/2020 Less Years elapsed (10.06) Remaining permitted weighted average bond maturity 14.10 years Salina, KS GOIRBs 2020-B D-3 Nov. 19, 2020 6 Series 2011-1 Temporary Notes Project Estimated Elapsed Estimated Economic Original Placed in Time Remaining Life x Economic Service from Economic Financed Asset Description Life Date Issue Date Life Cost Cost Magnolia Commons- Street/Water/Sewer 30 7/28/2011 0.00 30.00 3,387,601 101,628,030 3,387,601 101,628,030 Less land costs - Net costs, excluding land 3,387,601 Original Average, Reasonably Expected Economic Life: 30.00 years 120% of Original Economic Life 120% 36.00 years Issue Date of Series 2011-1 Temporary Notes 7/28/2011 Issue Date of 2020-B Bonds 11/19/2020 Less Years elapsed (9.31) Remaining permitted weighted average bond maturity 26.69 years 2011-1 Temporary Note Proceeds Allocated to Project Costs 3,387,601 100.00% Other Money Allocated to Project Costs - 0.00% Total Project Costs 3,387,601 100.00% 7 Series 2012A Bonds Determination of Average, Reasonably Expected Economic Life of Financed Property Use of Series Series 120% of 2012AB 2012AB Average Proceeds Proceeds Life (yrs) x Life 6 Refund 2011-1 Temporary Notes 3,414,204 26.69 91,125,117 Total Net Uses: 3,414,204 91,125,117 120% of Expected Economic Life of Financed Property: 26.69 years Salina, KS GOIRBs 2020-B D-4 Nov. 19, 2020 8 KDHE Loan 2841 Project Estimated Elapsed Estimated Economic Original Placed in Time Remaining Life x Economic Service from Economic Financed Asset Description Life Date Issue Date Life Cost Cost Replace Distribution Piping (Phase 6 & 7) 30 1/9/2014 0.00 30.00 4,250,000 127,500,000 4,250,000 127,500,000 Less land costs - Net costs, excluding land 4,250,000 Original Average, Reasonably Expected Economic Life: 30.00 years 120% of Original Economic Life 120% 36.00 years Issue Date of KDHE Loan 2841 1/9/2014 Issue Date of 2020-B Bonds 11/19/2020 Less Years elapsed (6.86) Remaining permitted weighted average bond maturity 29.14 years KDHE Loan 2841 Proceeds Allocated to Project Costs 4,250,000 100.00% Other Money Allocated to Project Costs - 0.00% Total Project Costs 4,250,000 100.00% 9 2020-B Project Estimated Elapsed Estimated Economic Original Placed in Time Remaining Life x Economic Service from Economic Financed Asset Description Life Date Issue Date Life Cost Cost Fire Equipment – Quint 25 11/1/2021 0.95 25.95 845,650 21,944,610 Fire Equipment – Self-Contained Breathing Apparatus 15 6/1/2020 -0.47 14.53 472,954 6,872,018 Emergency Communications Equipment 15 1/1/2021 0.12 15.12 2,500,000 37,800,000 3,818,603 66,616,628 Less land costs - Net costs, excluding land 3,818,603 Original Average, Reasonably Expected Economic Life: 17.45 years 120% of Original Economic Life 120% 20.93 2020B Bond Proceeds Allocated to Project Costs 3,420,454 89.57% Other Money Allocated to Project Costs 398,149 10.43% Total Project Costs 3,818,603 100.00% Salina, KS GOIRBs 2020-B D-5 Nov. 19, 2020 10 Series 2020-B Bonds Determination of Average, Reasonably Expected Economic Life of Financed Property Use of Series Series 120% of 2020-B 2020-B Average Proceeds Proceeds Life (yrs) x Life 8 Refund KDHE Loan 2841 3,552,313 29.14 103,514,410 5 Refund Series 2010-B 747,814 14.10 10,542,091 7 Refund Series 2012-A 1,188,381 26.69 31,717,898 9 Series 2020-B 3,420,454 20.93 71,604,966 Total Net Uses: 8,908,963 217,379,365 120% of Expected Economic Life of Financed Property: 24.40 years Salina, KS GOIRBs 2020-B D-6 Nov. 19, 2020 Date Paid Project Vendor Description Amount 6/16/2020 SCBA Feld Fire Self Contained Breathing Apparatus 434,582.89 8/25/2020 SCBA Conrad Fire Equipment Breathing Air Compressor 38,053.05 10/8/2020 Emergency Radio Motorola Solutions Emergency Radio 121,103.98 Total Reimbursement Expenditures - 593,739.92$ City of Salina, Kansas General Obligation Refunding Bonds Series 2020-B List of Reimbursement Expenditures Salina, KS GOIRBs 2020-B D-7 Nov. 19, 2020 E-1 EXHIBIT E FORM OF ANNUAL COMPLIANCE CHECKLIST $8,450,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B DATED NOVEMBER 19, 2020 ISSUE DATE: NOVEMBER 19, 2020 The Bond Compliance Officer is the person that the Issuer has identified in the Tax Compliance Procedure who is primarily responsible for working with other Issuer officials, departments and administrators and for consulting with Bond Counsel, other legal counsel and outside experts to the extent necessary to carry out the Post-Issuance Tax Requirements for the Bonds. On the Issue Date, the Issuer identified certain assets financed in whole or in part by the Bonds (the “Financed Improvements”), as evidenced on Exhibit D to the Federal Tax Certificate. Please complete this checklist within 90 days after the conclusion of the Issuer’s Fiscal Year. Should you have questions or need assistance in completing the checklist, please contact Bond Counsel at the address below. A completed copy of this annual checklist 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 Bonds or (2) any obligation issued to refund the Bonds. Bond Compliance Officer Name: [_____________] Bond Compliance Officer Signature: [_____________] Date of Report: [_____________] Annual Period Covered by Report: [_____________] **If the answers to any of the following questions identify any compliance deficiencies, the Bond Compliance Officer should immediately contact Bond Counsel and take actions required in the Tax Compliance Procedure.** Item Question Response 1 Ownership Were all of the Financed Improvements owned by the Issuer during the entire Annual Period? Yes No If answer above was “No,” was advice of Bond Counsel obtained prior to the transfer? If Yes, include a description of the advice in the Tax-Exempt Bond File. If No, contact Bond Counsel and include description of resolution in the Tax-Exempt Bond File. Yes No E-2 Item Question Response 2 Leases & Other Rights to Possession During the Annual Period, was any part of the Financed Improvements leased at any time pursuant to a lease or similar agreement for more than 50 days? Yes No If answer above was “Yes,” was advice of Bond Counsel obtained prior to entering into the lease or other arrangement? If Yes, include a description of the advice in the Tax-Exempt Bond File. If No, contact Bond Counsel and include description of resolution in the Tax-Exempt Bond File. Yes No 3 Management or Service Agreements During the Annual Period, has the management of all or any part of the operations of the Financed Improvements been assumed by or transferred to another entity? Yes No If answer above was “Yes,” was advice of Bond Counsel obtained prior to entering into the management agreement? If Yes, include a description of the advice in the Tax-Exempt Bond File. If No, contact Bond Counsel and include description of resolution in the Tax-Exempt Bond File. Yes No 4 Other Use Was any other agreement entered into with an individual or entity that grants special legal rights to the Financed Improvements? Yes No If answer above was “Yes,” was advice of Bond Counsel obtained prior to entering into the agreement? If Yes, include a description of the advice in the Tax-Exempt Bond File. If No, contact Bond Counsel and include description of resolution in the Tax-Exempt Bond File. Yes No 5 Proceeds & Investments Have any Gross Proceeds of the Bonds been invested in a Guaranteed Investment Contract? Yes No Has the Issuer entered into an Interest Rate Swap Agreement with respect to the Bonds? Yes No Has any sinking or reserve fund for the payment of the Bonds been established (other than funds and accounts created in the Bond Resolution)? Yes No Have any of the Bonds been redeemed or refunded in advance of their scheduled maturities? Yes No If answer to any of the above questions was “Yes,” notify Bond Counsel with such information and place a copy of documentation in the Tax- Exempt Bond File. E-3 Item Question Response 6 Arbitrage & Rebate Have all rebate and yield reduction calculations mandated in the Federal Tax Certificate or Compliance Agreement been prepared for the current year? Yes No If No, contact Rebate Analyst and incorporate report or include description of resolution in the Tax-Exempt Bond File. Bond Counsel: Gilmore & Bell, P.C. 2405 Grand Blvd., Suite 1100 Kansas City, MO 64108 Phone: (816) 221-1000 Fax: (816) 221-1018 Attn: Gina Riekhof Email: griekhof@gilmorebell.com F-1 EXHIBIT F FORM OF FINAL WRITTEN ALLOCATION $8,450,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS SERIES 2020-B DATED NOVEMBER 19, 2020 ISSUE DATE: NOVEMBER 19, 2020 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 Bonds. On the Issue Date, the Issuer identified certain categories of assets financed in whole or in part by the Bonds (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 Bonds, 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 Bonds or (2) any obligation issued to refund the Bonds. 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 bond issue referenced above (the “Bonds”) 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 Bond 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 Bonds. Definitions. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Federal Tax Certificate, relating to the Bonds, dated November 19, 2020 (the “Issue Date”). Background. The Bonds were issued pursuant to the Bond Resolution in order to provide funds needed to finance the Financed Improvements and refund certain general obligation bonds and infrastructure loans of the Issuer. Proceeds of the Bonds were deposited into the funds and accounts established under the Bond 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 Bonds 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. F-2 Identification and Timing of Expenditures for Arbitrage Purposes. For purposes of complying with the arbitrage rules, the Issuer allocates the proceeds of the Bonds 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 Bonds 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 Bonds. Placed In Service. The Financed Improvements 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 Date: By: Bond Compliance Officer This Final Written Allocation has been prepared in the manner required by the Tax Compliance Procedure: [Issuer Counsel/Bond Counsel] Date of review: S-1-1 SCHEDULE 1 TO FINAL WRITTEN ALLOCATION ALLOCATION OF SOURCES AND USES Sources of Funds Principal Amount $8,450,000.00 Net Original Issue Premium 593,333.45 Investment Earnings [Other] Uses of Funds Cost of Improvements $ Refund Series 2010-B Bonds 747,814.10 Refund Series 2012-A Bonds 1,188,381.35 Refund KDHE Loan #2841 3,554,216.48 Underwriter’s Discount 52,812.07 Costs of Issuance [Other] S-2-1 SCHEDULE 2 TO FINAL WRITTEN ALLOCATION IDENTIFICATION OF FINANCED ASSETS FROM BONDS Description Actual Date Placed in Service Estimated Useful Life Actual Total Cost Actual Amount Financed From Bonds [copy categories from Ex D] [month/year] [__] years $[_______] $[________] *note: exclude land costs DETAILED LISTING OF EXPENDITURES* Item No. Date Paid Amount Paid Category Payee Description Reference * or attach General Ledger or Project Ledger November 19, 2020 Governing Body City of Salina, Kansas Robert W. Baird & Co., Inc. Red Bank, New Jersey Re: $8,450,000 General Obligation Improvement and Refunding Bonds, Series 2020- B, of the City of Salina, Kansas, Dated November 19, 2020 We have acted as Bond Counsel in connection with the issuance by the City of Salina, Kansas (the “Issuer”), of the above-captioned bonds (the “Bonds”). In this capacity, we have examined the law and the certified proceedings, certifications and other documents that we deem necessary to render this opinion. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the resolution adopted by the governing body of the Issuer prescribing the details of the Bonds. Regarding questions of fact material to our opinion, we have relied on the certified proceedings and other certifications of public officials and others furnished to us without undertaking to verify them by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The Bonds have been duly authorized, executed and delivered by the Issuer and are valid and legally binding general obligations of the Issuer. 2. The Bonds are payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of the improvements financed by the Refunded Bonds and, if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The balance of the principal and interest on the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The Issuer is required by law to include in its annual tax levy the principal and interest coming due on the Bonds to the extent that necessary funds are not provided from other sources. 3. The interest on the Bonds (including any original issue discount properly allocable to an owner of a Bond) 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 Bonds 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 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The Bonds have not been designated as “qualified tax-exempt obligations” for purposes of Code § 265(b)(3). We express no opinion regarding other federal tax consequences arising with respect to the Bonds. 4. The interest on the Bonds is exempt from income taxation by the State of Kansas. We express no opinion regarding the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Bonds (except to the extent, if any, stated in the Official Statement). Further, we express no opinion regarding tax consequences arising with respect to the Bonds other than as expressly set forth in this opinion. The rights of the owners of the Bonds and the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and by equitable principles, whether considered at law or in equity. This opinion is given as of its date, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may come to our attention or any changes in law that may occur after the date of this opinion. Very truly yours, - St a t of ansas Office of the Attorney General Derek Schmidt Memori l Hall 120 SW 10th Ave.. 2nd Floor Topeka, KS 666! 2 1597 i7S5'i 296-2215 • FAX (785) 2.96-6296 Attorney General November 19, 2020 The Honorable Jake LaTurner State Treasurer Landon State Office Building, Room 201N Topeka, KS 66612 Dear Mr. LaTurner: 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 Improvement and Refunding Bond Series: 2020-B Numbered: Registered Dated: November 19, 2020 Aggregate Amount: $8,450,000.00 Date of First Payment: April 1, 2021 Fiscal Agent: Kansas State Treasurer Sincerely, OFFICE OF THE ATTORNEY GENERAL DEREK SCHMIDT Richard D. Smith Assistant Attorney General RDS:sb cc: Shandi Wicks, City Clerk Gilmore & Bell-Kansas City 4801 Main Street, Suite 530 | Kansas City, Missouri 64112 | (816) 203-8728 main Stifel, Nicolaus & Company, Incorporated | Member SIPC & NYSE | www.stifel.com November 11, 2020 CLOSING MEMORANDUM TO: SEE DISTRIBUTION LIST FROM: DAVID ARTEBERRY RE: BOND ISSUE CLOSING ARRANGEMENTS NAME OF ISSUER: City of Salina, Kansas AMOUNT, NAME AND DATE OF ISSUE: $8,450,000 City of Salina, Kansas General Obligation Improvement and Refunding Bonds Series 2020-B Dated November 19, 2020 TIME AND DATE OF CLOSING: 10:00 a.m. Thursday, November 19, 2020 Via telephone SETTLEMENT NUMBERS: Par Amount of Bonds $8,450,000.00 Add: Reoffering Premium 593,333.45 Less: Underwriter’s Discount (52,812.07) Less: Good Faith Deposit (181,200.00) Net Amount Due at Closing $ 8,809,321.38 METHOD OF FUNDS TRANSFER: Wire Transfer of Federal Funds Page 2 4801 Main Street, Suite 530 | Kansas City, Missouri 64112 | (816) 203-8728 main Stifel, Nicolaus & Company, Incorporated | Member SIPC & NYSE | www.stifel.com TRANSFER INSTRUCTIONS: (Baird Wire #1) On Thursday, November 19, 2020, Robert W. Baird & Co., Inc. (“Baird”) will wire transfer an amount of $1,936,195.45 to: U.S. Bank N.A. ABA #: 1010-0018-7 Account Name: State Treasurer Operating Account Account #: 145592399581 Reference: City of Salina Attn: Shauna Wake. (Baird Wire #2) On Thursday, November 19, 2020, Baird will wire transfer an amount of $3,554,216.48 to: U.S. Bank N.A. ABA #: 1010-0018-7 Account Name: KDHE SRF Account #: 145592436938 Reference: KDHE SRF Loan Repayment Attn: Brenda Diegel 785-296-4262 (Baird Wire #3) On Thursday, November 19, 2020, Baird will wire transfer an amount of $3,318,909.45 to: Sunflower Bank ABA #: 1011-0062-1 Account Name: City of Salina Account #: 102187275 Attn: Debbie Pack DISPOSITION OF FUNDS: (Kansas State Treasurer) The Kansas State Treasurer shall use the $1,936,195.45 received from Baird to redeem the following outstanding bonds of the City on November 20, 2020: Series 2010-B $747,814.10 Series 2012-A 1,188,381.35 $1,936,195.45 (KDHE) KDHE shall use the $3,554,216.48 received from Baird. to redeem the City’s outstanding public water supply loan Project No. 2841. (City) The City shall deposit the $3,318,909.45 received from Baird along with the good faith deposit of $181,200.00 (total $3,500,109.45) into Improvement Fund created pursuant to the Series 2020-B Bond Resolution. Page 3 4801 Main Street, Suite 530 | Kansas City, Missouri 64112 | (816) 203-8728 main Stifel, Nicolaus & Company, Incorporated | Member SIPC & NYSE | www.stifel.com DELIVERY OF TRANSCRIPT AND LEGAL OPINION: Upon receiving confirmation of receipt of funds, Gilmore & Bell will email a signed legal opinion to the City, Baird and Stifel, Nicolaus & Company. Original signed legal opinions and transcripts will be mailed when completed. BOND DELIVERY INSTRUCTIONS: The Bonds will be delivered to the offices of the Depository Trust Company at least one business day prior to closing. PAYMENT OF COSTS OF ISSUANCE: All costs associated with the issuance of the Bonds will be paid after closing by the City from the Improvement Fund created pursuant to the Series 2020-B Bond Resolution upon presentation of the proper invoices. From:bondreg@treasurer.ks.gov To:Colborne, Amy (G&B) Subject:Bondreg: Updated Bond Registration Date:Wednesday, October 28, 2020 1:48:38 PM October 28, 2020, 13:48:30 This bond issue has been updated in the KST Bond Registration System. Below is the updated information: Registration #: 0322-085-111920-102 Municipality: Salina Bond Counsel: Gilmore Bell: Amy Colborne Paying Agent: State Purpose & Series: General Obligation Improvement And Refunding Bonds, Series 2020-B Book Entry: Yes Principal: $8,450,000.00 Closing Date: November 19, 2020 The issue was updated by Gina Clement. Office of the Kansas State Treasurer Bond Registration System 900 SW Jackson St., Ste 201 ... Topeka, KS 66612-1235 ... 785-296-3171 October 28, 2020 Amy Colborne Gilmore & Bell Pc 2405 Grand Boulevard, Suite 1100 Kansas City, MO 64108 RE: $8,450,000.00, City of Salina, Kansas General Obligation Improvement And Refunding Bonds, Series 2020-B Dated November 19, 2020, Registration #0322-085-111920-102 Dear Ms. Colborne, This office has been requested to authorize the printing of the State Treasurer's facsimile signature and seal on the above referenced issue. The registration number has been confirmed as correct. Authorization hereby granted October 28, 2020. Sincerely, Office of the State Treasurer Jake LaTurner Shauna Wake, M.B.A. Director of Fiscal Services cc Amy Colborne Gilmore & Bell Pc 2405 Grand Boulevard, Suite 1100 Kansas City, Mo 64108 G.C.