97-5115 Auth Note IssueconsmidAd eaum
GILMORE & BELL
Document No. K10345901\Resl
RESOLUTION NO. 97-5115
OF THE
CITY OF SALINA, KANSAS
$4,370,000
GENERAL OBLIGATION MUNICIPAL TEMPORARY NOTES
(MAGNOLIA ROAD AND SUBDIVISION PROJECTS)
SERIES 1997-1
C1111tl111d kline
INDEX
PAGE
ion1.
Definitions..............................................................................................
1
ion 2.
Authorization of and Security for the Notes ..........................................
3
ion 3.
Description of the Notes, Designation of Paying Agent
andNote Registrar................................................................................
3
ion 4.
Optional Redemption.............................................................................
3
ion 5.
Method and Place of Payment of Principal of and Interest
onthe Notes..........................................................................................
4
ion 6.
Execution, Authentication and Delivery of the Notes ...........................
5
ion 7.
Registration, Transfer and Exchange of Notes ......................................
6
ion 8.
Persons Deemed Owners of Notes.........................................................
7
ion 9.
Mutilated, Lost, Stolen or Destroyed Notes ...........................................
7
ion 10.
Cancellation and Destruction of Notes Upon Payment .........................
7
ion 11.
Book -Entry Notes; Securities Depository ..............................................
7
ion12.
Form of Notes........................................................................................
8
:ion 13.
Disposition of Note Proceeds and Other Funds .....................................
8
ion 14.
Transfer of Funds to Paying Agent and the Note Registrar ...................
9
:ion 15.
Tax Covenants........................................................................................
9
:ion 16.
Defeasance.............................................................................................
10
:ion 17.
Severability............................................................................................
10
:ion 18.
Further Authority...................................................................................
10
:ion 19.
Effective Date.........................................................................................
10
V
RESOLUTION NO. 97-5115
A RESOLUTION AUTHORIZING AND DIRECTING THE ISSUANCE, SALE AND DELIVERY OF
$4,370,000 PRINCIPAL AMOUNT OF GENERAL OBLIGATION MUNICIPAL TEMPORARY
NOTES (MAGNOLIA ROAD AND SUBDIVISION PROJECTS), SERIES 1997-1 OF THE CITY OF
SALINA, KANSAS FOR THE PURPOSE OF PROVIDING FUNDS TO PAY THE COST OF
VARIOUS STREET IMPROVEMENTS IN THE CITY; PRESCRIBING THE FORM AND DETAILS
OF SAID NOTES.
WHEREAS, pursuant to K.S.A. 10-101 et sea. and K.S.A. 12-6a01 et seq., all as amended, and
all other provisions of the laws of the State of Kansas applicable thereto, by proceedings duly had and
other actions duly and legally taken, the City of Salina, Kansas (the "City"), is proceeding with the
construction of certain street and utility improvements in the City, including improvements at the
intersection of Magnolia Road and Interstate 135 and improvements in various subdivisions (the
"Project"), and
WHEREAS, the cost of the Project is to be paid in whole or in part by the issuance of general
obligation bonds of the City in the manner provided by law, and
WHEREAS, pursuant to engineering plans and estimates, construction contracts and actions duly
taken in connection with the Project, it has been determined that the cost of the Project will not be less
than $4,370,000, and
WHEREAS, it is necessary for the City to provide cash funds to the obligations incurred in
acquiring and constructing the Project prior to the completion of the Project and the issuance of the
bonds of the City, and it is desirable and to the interest of the City that such funds be raised by the
issuance of temporary notes of the City, said temporary notes to be issued by the City under and pursuant
to the provisions of K.S.A. 10-123.
NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF
SALINA, KANSAS, AS FOLLOWS:
Section 1. Definitions. In addition to the words and terms otherwise defined herein, unless the
context shall clearly indicate some other meaning, the words and terms defined in this Section shall for
all purposes of this Resolution have the respective meanings specified in this Section, to wit:
"Cede & Co." means Cede & Co., as nominee name of The Depository Trust Company, New York,
New York.
"City" means Salina, Kansas.
"Interest Payment Date" means the Stated Maturity of an installment of interest on the Notes.
"Maturity" with respect to any Note means the date on which the principal of such Note becomes
due and payable as therein or herein provided.
"Noteholder" and "Holder" mean a Person in whose name a Note is registered in the Note
Register.
"Note Register" means the register and all accompanying records kept by the Note Registrar
ing the registration, transfer and exchange of Notes.
"Note Registrar" means the Treasurer of the City when acting in the capacity as registrar and
agent for the registration, transfer and exchange of Notes, and any successors thereto.
"Notes" means $4,370,000 original principal amount of General Obligation Municipal
Tporary Notes (Magnolia Road and Subdivision Projects), Series 1997-1, authorized according to the
to s provided in this Resolution.
"Outstanding" when used with respect to Notes means, as of the date of determination, all Notes
ire executed, authenticated and delivered under this Resolution, except:
(i) Notes theretofore cancelled by the Note Registrar or delivered to the Note Registrar
for cancellation;
(ii) Notes that have been defeased by the deposit of funds or qualified securities with the
Paying Agent or other qualified party in compliance with this Resolution; and
(iii) Notes in exchange for or in lieu of which other Notes have been authenticated and
delivered pursuant to this Resolution.
"Participants" means those financial institutions for whom the Securities Depository effects book -
transfers and pledges of securities deposited with the Securities Depository, as such listing of
oants exists at the time of such reference.
"Paying Agent" means the Treasurer of the City when acting in the capacity as paying agent for
payment of the principal of, premium, if any, and interest on the Notes and any successors thereto.
"Person" means any individual, corporation, partnership, joint venture, association, joint-stock
pany, trust, unincorporated organization or government or any agency or political subdivision
"Project" means the construction of certain street and utility improvements in the City, including
wements at the intersection of Magnolia Road and Interstate 135 and improvements in various
visions.
"Registration Date" means the effective date of registration of a Note as evidenced by the Note
r in the Certificate of Authentication appearing on the Note.
"Regular Record Date" for the interest payable on any Interest Payment Date means the 15th day
r or not a business day) of the calendar month next preceding such Interest Payment Date.
"Replacement Notes" means Notes issued to the beneficial owners of the Notes in accordance with
I I(b) hereof.
"Representation Letter" shall mean the Representation Letter from the City and the Paying Agent to
Securities Depository with respect to the Notes.
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"Resolution" "this Resolution" "hereof' "herein" "hereto" and similar terms shall refer to this
, ,
Resolution of the City authorizing the Notes, as originally executed or as it may be supplemented or
amended from time to time.
"Securities Depository" means, initially, The Depository Trust Company, New York, New York,
and its successors and assigns.
"Special Record Date" for the payment of any Defaulted Interest, as defined in Section 5, means
a date fixed by the Note Registrar pursuant to Section 5.
"Stated Maturity" when used with respect to any Note or any installment of interest thereon
means the date specified in Section 3 of this Resolution as the fixed date on which the principal of such
Note or such installment of interest is due and payable.
Section 2. Authorization of and Securityfor the Notes. For the purpose of providing funds for
the Project, there shall be issued and are hereby authorized and directed to be issued the General
Obligation Municipal Temporary Notes (Magnolia Road and Subdivision Projects), Series 1997-1, of the
City in the principal amount of $4,370,000. The sale of the Notes to UMB Bank, n.a., Kansas City,
Missouri, at a purchase price of 99.88% of the principal amount of the Notes plus accrued interest is
authorized and approved.
The Notes 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 certain improvements, from general
obligation bonds, or from both 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 of and interest on the Notes is payable from
general obligation 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 full faith, credit and resources of the City are hereby irrevocably
pledged for the payment of the Notes and the interest thereon as the same become due.
Section 3. Description of the Notes, Designation of Paying Agent and Note Re ig str . The
Notes shall consist of fully registered Notes, without coupons, transferable to subsequent owners only in
the Note Register maintained by the Note Registrar as hereinafter provided. Each Note shall be in the
denomination of $100,000 or any integral multiple of $10,000 in excess thereof, not exceeding the
principal amount of the Notes, as specified by the Holder of such Note. The Notes shall be numbered in
a manner determined by the Note Registrar. The Notes shall be dated as of February 15, 1997 and shall
mature on March 1, 1998, and shall bear interest at the rate of 3.90% per annum payable only at maturity
or upon earlier redemption.
The City Treasurer of Salina, Kansas, is hereby designated as the Paying Agent and as the Note
Registrar for the Notes.
Section 4. Optional Redemption. The Notes shall be subject to redemption prior to maturity at
the principal amount thereof plus accrued interest thereon to the date of redemption from the proceeds of
general obligation bonds issued to permanently finance the Project or from other available funds of the
City. The City covenants that such general obligation bonds will not be issued or such available funds
will not be used to redeem the Notes prior to September 1, 1997. At the option of the City, Notes may be
called for redemption and payment prior to maturity in whole or in part (selection of Notes to be
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in
ignated by the Bond Registrar in such equitable manner as it may determine but in no event shall a
:e remain Outstanding after a redemption in a principal amount of less than $100,000) on September
997, or on any date thereafter, at the redemption price of 100% (expressed as a percentage of the
icipal amount), plus accrued interest thereon to the date of redemption. The Notes shall be redeemed
uch equitable manner as the Note Registrar may determine.
Unless waived by any Owner of Notes to be redeemed, if the City shall call any Notes for
;mption and payment prior to the maturity thereof, the City shall give written notice of its intention to
and pay said Notes on a specified date, the same being described by maturity, said notice to be
led by United States first class mail addressed to the Owners of said Notes, to the Treasurer of the
e, to the original purchaser of the Notes and to the Paying Agent, each of said notices to be mailed
less than 30 days prior to the date fixed for redemption. The City shall also give such additional
ce as may be required by State law in effect as of the date of such notice.
All official notices of redemption shall be dated and shall state (1) the redemption date, (2) the
re mption price, (3) if less than all Outstanding Notes are to be redeemed, the identification (and, in the
ca of partial redemption, the respective principal amounts) of the Notes to be redeemed, (4) that on the
re mption date the redemption price will become due and payable upon each such Note or portion
thqreof called for redemption, and that interest thereon shall cease to accrue from and after said date, and
(5the place where such Notes are to be surrendered for payment of the redemption price, which place of
pa ment shall be the principal office of the Paying Agent.
Prior to any redemption date, the City shall deposit with the Paying Agent an amount of money
suf icient to pay the redemption price of all the Notes or portions of Notes which are to be redeemed on
th date. Upon surrender of such Notes for redemption in accordance with said notice, such Notes shall
be paid by the Paying Agent at the redemption price. Installments of interest due on or prior to the
re mption date shall be payable as herein provided for payment of interest. Upon surrender for any
pa Cal redemption of any Note, there shall be prepared for the Registered Owner a new Note or Notes of
the same maturity in the amount of the unpaid principal. All Notes which have been redeemed shall be
cai i celled and destroyed by the Paying Agent and shall not be reissued.
Whenever any Note is called for redemption and payment as provided in this Section, all interest
on such Note shall cease from and after the date for which such call is made, provided funds are
av ilable for its payment at the price hereinbefore specified.
For so long as the Securities Depository is effecting book -entry transfers of the Notes, the Note
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
ca se 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 Note (having been mailed notice
frc n the Note Registrar, the Securities Depository, a Participant or otherwise) to notify the beneficial owner
of he Note so affected, shall not affect the validity of the redemption of such Note.
Section 5. Method and Place of Payment of Principal of and Interest on the Notes. The principal
premium, if any, and interest (computed on the basis of a 360 -day year of twelve 30 -day months) on
Notes shall be payable in such coin or currency of the United States of America as at the time of
ment is legal tender for the payment of public and private debts. Payment of the interest on each
to shall be made by the Paying Agent on each Interest Payment Date to the Person appearing as the
Ider thereof in the Note Register at the close of business on the Regular Record Date next preceding
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Interest Payment Date, by check or draft mailed to such Holder at the Holder's address as it appears
e Note Register. The principal of and redemption premium, if any, each Note shall be payable to the
er thereof upon the presentation of such Note for payment and cancellation at its Maturity at the
:ipal office of the Paying Agent.
Notwithstanding any of the foregoing provisions of this Section to the contrary, any interest on
thi Notes which is payable, but is not punctually paid on any Interest Payment Date (herein called
" efaulted Interest"), shall be payable to the persons in whose names the Notes are registered at the close
o business on a Special Record Date. The Special Record Date shall be fixed in the following manner:
(1 1The City shall notify the Note Registrar in writing of the amount of Defaulted Interest proposed to be
paid on the Notes and the date of the proposed payment, which proposed payment date shall be at least
30 days after receipt by the Note Registrar of such notice from the City; (2) at the same time the City
shall deposit with the Paying Agent an amount of money equal to the aggregate amount to be paid in
re pect of such Defaulted Interest or shall make arrangements satisfactory to the Paying Agent for such
deposit prior to the date of the proposed payment; and (3) thereupon, the Note Registrar shall fix a
special Record Date for the payment of such Defaulted Interest which shall not be more than 15 nor less
th in 10 days prior to the date of the proposed payment.
The Note Registrar shall promptly notify the City of such Special Record Date and, in the name
ar if at the expense of the City, shall cause notice of the proposed payment of such Defaulted Interest and
th Special Record Date therefor to be mailed, first class postage prepaid, to the Holder of each Note at
thl Holder's address as it appears in the Note Register, not less than 10 days prior to such Special Record
D te. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor
he ing been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the
N tes are registered at the close of business on such Special Record Date.
Subject to the foregoing provisions of this Section, each Note delivered under this Resolution
i transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued
unpaid, and to accrue, which were carried by such other Note.
Section 6. Execution, Authentication and Delivery of the Notes. The Notes shall be executed on
calf of the City by the manual or facsimile signature of its Mayor and attested by the manual or
simile signature of its City Clerk, and shall have the seal of the City affixed thereto or imprinted
reon. In the event any officer whose signature or facsimile thereof appears on any Note shall cease to
such officer before the delivery of such Note, such signature or facsimile thereof shall nevertheless be
id and sufficient for all purposes, the same as if such person had remained in office until delivery.
y Note may be executed by such persons as at the actual time of the execution of such Note shall be
proper officers to sign such Note although at the original date of such Note such persons may not
re been such officers.
The Notes shall have endorsed thereon a Certificate of Authentication substantially in the form
lic reinafter set forth and which shall have the date of registration inserted and shall be manually executed
by the Note Registrar. The Notes shall be countersigned by the manual or facsimile signature of the City
C rk and the seal of the City shall be affixed or imprinted adjacent thereto.
No Note shall be entitled to any security or benefit under this Resolution or shall be valid or
;atory for any purpose unless and until such Certificate of Authentication shall have been duly
;uted by the Note Registrar by manual signature. Such executed Certificate of Authentication upon
Note shall be conclusive evidence that such Note has been duly authenticated and delivered under
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this Resolution and that such registered owner has been entered on record in the Note Register kept by
the Note Registrar. The Certificate of Authentication shall be deemed to have been duly executed if the
Rk gistration Date has been inserted and if it has been signed by any authorized officer or employee of the
N to Registrar, but it shall not be necessary that the same officer or employee sign the Certificate of
A thentication on all of the Notes that may be issued hereunder at any one time.
The Mayor and the City Clerk are hereby authorized and directed to prepare and execute the
Notes in the manner hereinbefore specified, the City Clerk is hereby authorized and directed to register
thi Notes, and the Mayor and the City Clerk are hereby authorized and directed to cause the Notes to be
rei,,istered in the office of the State Treasurer of Kansas as provided by law, and when the Notes have
b n duly registered with the Note Registrar, to deliver the Notes to the original purchaser named in
S tion 2 hereof upon the payment of the purchase price for the Notes set forth in Section 2 hereof plus
ai rued interest to the date of payment and delivery.
Section 7. Registration, Transfer and Exchange of Notes. So long as any of the Notes remain
tanding, the City shall cause the Note Register to be kept at the principal office of the Note Registrar
all of the Notes and transfers and or exchanges thereof shall be fully registered as to both principal
interest in the names of the Holders in the Note Register and shall not be registered to bearer.
Notes may be transferred in the Note Register only upon surrender thereof to the Note Registrar
duly endorsed for transfer or accompanied by a written instrument of transfer duly executed by the
Holder thereof or his attorney or legal representative in such form as shall be satisfactory to the Note
Registrar. Upon any such transfer, the City shall execute and the Note Registrar shall authenticate and
de iver in exchange for such Note a new Note or Notes, registered in the name of the transferee, of any
d omination or denominations authorized by this Resolution in an aggregate principal amount equal to
th principal amount of such Note, of the same Maturity and bearing interest at the same rate.
Notes, upon surrender thereof at the principal office of the Note Registrar, together with a
en instrument of transfer duly executed by the Holder thereof or his attorney or legal representative
.ch form as shall be satisfactory to the Note Registrar, may, at the option of the Holder thereof, be
anged for an equal aggregate principal amount of Notes of the same Maturity, of any denomination
nominations authorized by this Resolution, and bearing interest at the same rate.
In all cases in which Notes shall be exchanged or transferred hereunder, the City shall execute
the Note Registrar shall authenticate and deliver at the earliest practicable time Notes in accordance
the provisions of this Resolution. All Notes surrendered in any such exchange or transfer shall
iwith be cancelled by the Note Registrar. No service charge shall be made to any Noteholder for
;tration, transfer or exchange of Notes, but the City or the Note Registrar may make a charge for
y transfer or exchange of Notes sufficient to reimburse it or them for any tax or other governmental
ge required to be paid with respect to such transfer or exchange, and such charges shall be paid
re any such transfer or exchange shall be completed.
The City and the Note Registrar shall not be required to issue, transfer or exchange any Note
during a period beginning at the opening of business on the day after receiving written notice from the
Qy 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 Resolution.
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Section 8. Persons Deemed Owners of Notes. The Person in whose name any Note shall be
,tered shall be deemed and regarded by the City, the Note Registrar and the Paying Agent as the
lute owner thereof, whether such Note shall be overdue or not, for the purpose of receiving payment
!for or on account thereof and for all purposes, and neither the City, the Note Registrar nor the
ng Agent shall be affected by notice to the contrary. Payment of or on account of the principal of
interest on any Note shall be made only to or upon the order of the Holder thereof or his legal
;sentative. All such payments shall be valid and effectual to satisfy and discharge the liability upon
Note, including the interest thereon, to the extent of the sum or sums so paid.
Section 9. Mutilated, Lost, Stolen or Destroyed Notes. In the event any Note shall become
rtilated, or be lost, stolen or destroyed, the City shall, if necessary, execute and the Note Registrar shall
thenticate and shall deliver a new Note of like date and tenor as the Note mutilated, lost, stolen or
stroyed; provided that, in the case of any mutilated Note, such mutilated Note shall first be surrendered
the Note Registrar, and in the case of any lost, stolen or destroyed Note, if the requirements of K.S.A.
-8-405 are met and if an indemnity note and affidavit of loss are provided to the Note Registrar and the
ty at the expense of the Holder. Such indemnity note and affidavit of loss must be sufficient, in the
figment of the Note Registrar and the City, to protect the Note Registrar and the City from any loss
rich either of them might suffer if the Note is replaced. In the event any such Note shall have matured,
Mead of issuing a substitute Note the City may pay or authorize the payment of the same without
,-render thereof. Upon the issuance of any substitute Note, the City and the Note Registrar may require
payment of an amount sufficient to reimburse the City and the Note Registrar for any tax or other
vernmental charge that may be imposed in relation thereto and any other reasonable fees and expenses
;urred in connection therewith. The provisions of this Section are exclusive and shall preclude (to the
tent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost,
,len or destroyed Notes.
Section 10. Cancellation and Destruction of Notes Upon Payment. All Notes surrendered for
lent, transfer or exchange shall be delivered to the Note Registrar and, if not already cancelled, the
Registrar shall cancel such Notes and record such cancellation in the Note Register. Thereafter,
cancelled Notes shall be delivered to the City.
Section 11. Book -Entry Notes; Securities Depository
(a) The Notes shall initially be registered to Cede & Co., the nominee for the Securities
►sitory, and no beneficial owner will receive certificates representing their respective interests in the
s, except in the event the Note Registrar issues Replacement Notes as provided in subsection (b)
)f. It is anticipated that during the term of the Notes, the Securities Depository will make book -entry
fers among its Participants and receive and transmit payment of principal of, premium, if any, and
,st on, the Notes to the Participants until and unless the Note Registrar authenticates and delivers
acement Notes to the beneficial owners as described in subsection (b).
(b) (1) If the City determines (A) that the Securities Depository is unable to properly
harge its responsibilities, or (B) that the Securities Depository is no longer qualified to act as a securities
mitory and registered clearing agency under the Securities and Exchange Act of 1934, as amended, or
that the continuation of a book -entry system to the exclusion of any Notes being issued to any owner
x than Cede & Co. is no longer in the best interests of the beneficial owners of the Notes, or (2) if the
e Registrar receives written notice from Participants having interests in not less than 50% of the Notes
standing, as shown on the records of the Securities Depository (and certified to such effect by the
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zrities Depository), that the continuation of a book -entry system to the exclusion of any Notes being
-d to any owner other than Cede & Co. is no longer in the best interests of the beneficial owners of the
;s, then the Note Registrar shall notify the owners of such determination or such notice and of the
lability of certificates to owners requesting the same, and the Note Registrar shall register in the name
rid authenticate and deliver Replacement Notes to the beneficial owners or their nominees in principal
unts representing the interest of each, making such adjustments as it may find necessary or appropriate
� accrued interest and previous calls for redemption; provided, that in the case of a determination under
k) or (1)(B) of this subsection (b), the City, with the consent of the Note Registrar, may select a
essor securities depository in accordance with Section I I (c) hereof to effect book -entry transfers. In
event, all references to the Securities Depository herein shall relate to the period of time when the
irities Depository has possession of at least one Note. Upon the issuance of Replacement Notes, all
•ences herein to obligations imposed upon or to be performed by the Securities Depository shall be
ned to be imposed upon and performed by the Note Registrar, to the extent applicable with respect to
Replacement Notes. If the Securities Depository resigns and the City, the Note Registrar or owners are
)le to locate a qualified successor of the Securities Depository in accordance with Section I l(c) hereof,
the Note Registrar shall authenticate and cause delivery of Replacement Notes to owners, as provided
in. The Note Registrar may rely on information from the Securities Depository and its Participants as
ie names of the beneficial owners of the Notes. The cost of printing, registration, authentication and
very of Replacement Notes shall be paid for by the City.
(c) In the event the Securities Depository resigns, is unable to properly discharge its
)onsibilities, or is no longer qualified to act as a securities depository and registered clearing agency
er the Securities and Exchange Act of 1934, as amended, the City may appoint a successor Securities
)ository provided the Note Registrar receives written evidence satisfactory to the Note Registrar with
)ect to the ability of the successor Securities Depository to discharge its responsibilities. Any such
essor Securities Depository shall be a securities depository which is a registered clearing agency under
Securities and Exchange Act of 1934, as amended, or other applicable statute or regulation that operates
curities depository upon reasonable and customary terms. The Note Registrar upon its receipt of a Note
votes for cancellation shall cause the delivery of Notes to the successor Securities Depository in
ropriate denominations and form as provided herein.
(d) The execution and delivery of any required Representation Letter to the Securities
)ry by an authorized officer of the City is hereby authorized.
Section 12. Form of Notes. The Notes and the Note Registrar's Certificate of Authentication to
torsed thereon shall be in substantially the form attached hereto as Exhibit A. The Notes may have
sed thereon such legends or text as may be necessary or appropriate to conform to any applicable
and regulations of any governmental authority or any custom, usage or requirement of law with
A thereto.
Section 13. Disposition of Note Proceeds and Other Funds. All accrued interest and premium, if
ariv, received from the sale of the Notes shall be deposited in the Principal and Interest Account for
General Obligation Municipal Temporary Notes (Magnolia Road and Subdivision Projects), Series 1997-
1 he "Principal and Interest Account") held by the City Treasurer for the retirement of the Notes.
The remaining balance of the proceeds derived from the sale of the Notes shall be deposited in a
(the "Series 1997-1 Project Fund") held by the City Treasurer and shall be used solely for the
ose of paying the costs of the Project (including the retirement of the principal of and any interest on
previously issued temporary financing therefor) and the costs of issuing the Notes. Any moneys
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remaining in the Series 1997-1 Project Fund after the completion of the Project will be deposited in the
Principal and Interest Account and used to pay the next maturing principal of and interest on the Notes.
Section 14. Transfer of Funds to Paving Agent and the Note Registrar. The City Treasurer is
hereby authorized and directed to withdraw from the funds received in payment of the taxes and from the
Principal and Interest Account of the City and forward to the Paying Agent sums sufficient to pay the
principal of and interest on the Notes as and when the same become due and to pay the charges of the
Paying Agent for acting as paying agent in the payment of principal and interest. In addition, the City
Treasurer is hereby authorized and directed to withdraw from the Principal and Interest Account and
forward to the Note Registrar sums sufficient to pay the charges of the Note Registrar for acting as note
registrar. Sums sufficient to pay said charges shall be forwarded to the Paying Agent and Note Registrar
over and above the amount of the principal of and interest on the Notes.
Section 15. Tax Covenants.
(a) The City covenants and agrees that (1) it will comply with all applicable provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), including Sections 103 and 141 through
150, necessary to maintain the exclusion from gross income for federal income tax purposes of the
interest on the Notes and (2) it will not take any action, or fail to take any action, if any such action or
failure to take action would adversely affect the exclusion from gross income of the interest on the Notes.
The City will, in addition, adopt such other ordinances or resolutions and take such other actions as may
be necessary to comply with the Code and with all other applicable future laws, regulations, published
rulings and judicial decisions, in order to ensure that the interest on the Notes will remain excluded from
federal gross income, to the extent any such actions can be taken by the City.
(b) The City covenants and agrees that (1) it will comply with all requirements of Section
148 of the Code to the extent applicable to the Notes, (2) it will use the proceeds of the Notes as soon as
practicable and with all reasonable dispatch for the purposes for which the Notes are issued and (3) it
will not invest or directly or indirectly use or permit the use of any proceeds of the Notes or any other
funds of the City in any manner, or take or omit to take any action, that would cause the Notes to be
"arbitrage bonds" within the meaning of Section 148(a) of the Code.
(c) The City covenants and agrees that it will pay or provide for the payment from time to
time of all amounts required to be rebated to the United States pursuant to Section 148(f) of the Code and
any Treasury Regulations applicable to the Notes from time to time. This covenant shall survive
payment in full or defeasance of the Notes. The City specifically covenants to comply with the Arbitrage
Instructions attached as Exhibit A to the Arbitrage Certificate. Notwithstanding anything to the contrary
contained herein, the Arbitrage Instructions may be amended or replaced if, in the opinion of counsel
nationally recognized on the subject of municipal notes, such amendment or replacement will not
adversely affect the exclusion from gross income for federal income tax purposes of interest on the
Notes.
(d) The City hereby designates $870,000 of the Notes (the new money portion) as "qualified
tax-exempt obligations" as defined in Section 265(b)(3) of the Code; the remaining balance of the notes
(the refunding portion) is deemed designated under Section 265(b)(3)(D)(ii) of the Code. In addition, the
City hereby represents that:
(1) the aggregate face amount of all tax-exempt obligations (other than private
activity bonds which are not "qualified 501(c)(3) bonds") which will be issued by the City (and
all subordinate entities thereof) during calendar year 1997 is not reasonably expected to exceed
$10,000,000; and
W
(2) the City (including all subordinate entities thereof) will not issue an aggregate
principal amount of obligations designated by the City to be "qualified tax-exempt obligations"
during the calendar year in which the Notes are issued, including the Notes, in excess of
$10,000,000, without first obtaining an opinion of Bond Counsel that the designation of the
Notes as "qualified tax-exempt obligations" will not be adversely affected.
Mayor is hereby authorized to take such other action as may be necessary to make effective the
oration in this subsection (d).
(e) The foregoing covenants shall remain in full force and effect notwithstanding the
ice of the Notes pursuant to Section 15 of this Resolution until the final maturity date of all Notes
Section 16. Defeasance. When all of the Notes shall have been paid and discharged, then the
uirements contained in this Resolution and all other rights granted hereby shall terminate. Notes shall
deemed to have been paid and discharged within the meaning of this Resolution if there shall have
;n deposited with the Paying Agent or with a bank located in the State of Kansas and having full trust
vers, at or prior to the Stated Maturity of said Notes, in trust for and irrevocably appropriated thereto,
neys and/or direct obligations of, or obligations the principal of and interest on which are guaranteed
the United States of America, or in evidences of ownership of such obligations, which, together with
interest to be earned on any such obligations, will be sufficient for the payment of the principal of
3 Notes and interest accrued to the Stated Maturity, or if default in such payment shall have occurred
such date, then to the date of the tender of such payments. Any moneys and obligations which at any
e shall be deposited with said Paying Agent or bank or on behalf of the City, for the purpose of
ring and discharging any of the Notes, shall be and are hereby assigned, transferred and set over to
h Paying Agent or bank in trust for the respective Holders of the Notes, and such moneys shall be and
hereby irrevocably appropriated to the payment and discharge thereof. All moneys deposited with
I Paying Agent or bank shall be deemed to be deposited in accordance with and subject to all of the
visions contained in this Resolution.
Section 17. Severability. If any one or more of the covenants or agreements provided in this
Resolution (including the exhibits hereto) on the part of the City should be contrary to law, then such
cdvenant or covenants or agreement or agreements shall be deemed severable from the remaining
cdvenants and agreements, and shall in no way affect the validity of the other provisions of this
Resolution or of said exhibits. It shall not be necessary for said exhibits to be published in the official
C y newspaper, but all such exhibits shall be on file in the office of the City Clerk and shall be available
4 inspection by any interested party.
Section 18. Further Authority. The Mayor, City Clerk, City Treasurer and other City officials
hereby further authorized and directed to execute any and all documents and take such actions as they
� deem necessary or advisable in order to carry out and perform the purposes of the Resolution to
ce alterations, changes or additions in the foregoing agreements, statements, instruments and other
uments herein approved, authorized and confirmed which they may approve and the execution or
ng of such action shall be conclusive evidence of such necessity or advisability.
Section 19. Effective Date. This Resolution shall take effect and be in full force from and after
passage by the governing body.
still
cmO'tla. Salina
A
PASSED by the governing body of the City of Salina, Kansas, this February 10, 1997.
ill LZhr
City erk
-11-
C -,,da l,d U,ne
EXHIBIT A
EXCEPT AS OTHERWISE PROVIDED IN THE RESOLUTION
(DESCRIBED HEREIN), THIS GLOBAL NOTE MAY BE
TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO
ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY
(DESCRIBED HEREIN) OR TO A SUCCESSOR SECURITIES
DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES
DEPOSITORY.
REGISTERED REGISTERED
NUMBER $4,370,000.00
UNITED STATES OF AMERICA
STATE OF KANSAS, CITY OF SALINA
GENERAL OBLIGATION MUNICIPAL TEMPORARY NOTES
(MAGNOLIA ROAD AND SUBDIVISION PROJECTS)
SERIES 1997-1
Interest Maturity Dated
Rate Date Date CUSIP
% Per Annum March 1, 1998 February 15, 1997
REGISTERED HOLDER: CEDE & CO.
PRINCIPAL AMOUNT: FOUR MILLION THREE HUNDRED SEVENTY THOUSAND
DOLLARS
The City of Salina, State of Kansas (the "City"), for value received, hereby promises to pay to
the Registered Holder identified above, or registered assigns, on the Maturity Date identified above or
upon earlier redemption, the Principal Amount identified above and to pay interest thereon at the Interest
Rate specified above from February 15, 1997, only on the Maturity Date identified above or upon earlier
redemption. Both principal of and interest are payable upon presentation and surrender hereof at the
office of the City Treasurer. This Note is one of a series of fully registered notes of the City designated
"General Obligation Municipal Temporary Notes (Magnolia Road and Subdivision Projects), Series
1997-1", aggregating the principal amount of $4,370,000 (the "Notes"), issued for the purpose of paying
the cost of the construction of certain street and utility improvements in the City, under the authority of
and in full compliance with the constitution and laws of the State of Kansas, including K.S.A. 10-101 et
seg_ and 12-6a01 et seg., as amended, and pursuant to resolutions duly passed by the governing body of
the City.
The Notes are general obligations of the City, payable as to principal and interest in part from
special assessments levied upon the property benefited by certain improvements, from general obligation
bonds, or from both 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 of and interest on the Notes is payable from general obligation
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.
A-1
C-11daletl Salina
At the option of the City, this Note may be called for redemption and payment prior to maturity
whole or in part on September 1, 1997, or on any date thereafter at the redemption price of 100%
(pressed as a percentage of the principal amount), plus accrued interest thereon to the date of
Iemption, as provided in the Resolution authorizing the issuance of the Notes (the "Resolution").
The Notes are being issued by means of a book -entry system with no physical distribution of bond
rtificates to be made except as provided in the Resolution. One Note certificate with respect to each date
which the Notes are stated to mature, registered in the nominee name of the Securities Depository, is
ing issued and required to be deposited with the Securities Depository and immobilized in its custody.
e book -entry system will evidence positions held in the Notes by the Securities Depository's participants,
neficial ownership of the Notes in authorized denominations being evidenced in the records of such
rticipants. Transfers of ownership shall be effected on the records of the Securities Depository and its
rticipants pursuant to rules and procedures established by the Securities Depository and its participants.
e City, the Note Registrar and the Paying Agent will recognize the Securities Depository nominee, while
: registered owner of this Note, as the owner of this Note for all purposes, including (i) payments of
ncipal of, and redemption premium, if any, and interest on, this Note, (i0otices and (iii)voting.
ansfers of principal, interest and any redemption premium payments to participants of the Securities
:pository, and transfers of principal, interest and any redemption premium payments to beneficial owners
the Notes by participants of the Securities Depository will be the responsibility of such participants and
ier nominees of such beneficial owners. The City, the Note Registrar and the Paying Agent will not be
,ponsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records
iintained by the Securities Depository, the Securities Depository nominee, its participants or persons
:ing through such participants. While the Securities Depository nominee is the owner of this Note,
twithstanding the provision hereinabove contained, payments of principal of and interest on this Note
ill be made in accordance with existing arrangements among the City, the Note Registrar and the
-urities Depository.
EXCEPT AS OTHERWISE PROVIDED IN THE RESOLUTION, THIS GLOBAL NOTE MAY
TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE
CURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A
)MINES OF A SUCCESSOR SECURITIES DEPOSITORY. The Notes are issued in fully registered
m in the denomination of $100,000 or any integral multiple OF $10,000 in excess thereof. This Note
y be exchanged at the office of the Note Registrar for a like aggregate principal amount of Notes of the
ne maturity of other authorized denominations upon the terms provided in the Resolution.
This Note is transferable, as provided in and subject to the conditions set forth in the Resolution.
its Note shall not be valid or become obligatory for any purpose or be entitled to any security or
iefit under the Resolution until the Certificate of Authentication hereon shall have been dated and
by the Note Registrar.
It is hereby declared and certified that all acts, conditions and things required to be done and to
ist precedent to and in the issuance of this Note have been done and performed and do exist in due and
,ular form and manner as required by the constitution and laws of the State of Kansas, and that the
al indebtedness of the City, including this Note and the series of which it is one, does not exceed any
istitutional or statutory limitation.
A-2
Con IdaleLSa.
IN WITNESS WHEREOF, the governing body of the City of Salina, Kansas, has caused this
Note to be signed by facsimile signature of its Mayor and attested by facsimile signature of its City
Clerk, the City's corporate seal to be printed hereon and this Note to be dated February 15, 1997.
[SEAL]
ATTEST:
(facsimile)
City Clerk
CITY OF SALINA, KANSAS
By (facsimile)
Mayor
This Note shall not be negotiable unless and until countersigned below by the City Clerk
following registration by the Treasurer of the State of Kansas.
(manual)
Registration Number 0322-085-021597-390 City Clerk
CERTIFICATE OF AUTHENTICATION
REGISTRATION DATE:
This Note is one of the Notes described in the within mentioned Resolution.
TREASURER OF THE CITY OF SALINA, KANSAS
Note Registrar
LM
Note Registrar and Paying Agent:
TREASURER OF THE CITY OF SALINA, KANSAS
A-3
(FORM OF ASSIGNMENT)
FOR VALUE RECEIVED the undersigned does (do) hereby sell, assign and transfer to
(Name and Address)
(Social Security or Taxpayer Identifying No.)
Note to which this assignment is affixed in the outstanding principal amount of $ , standing in
name of the undersigned on the books of the City Treasurer. The undersigned does (do) hereby
:)cably constitute and appoint attorney to transfer
said Note, on the books of said City Treasurer, with full power of substitution in the premises.
Name
Account No.
Signature
(Sign Here Exactly as Name or
Names Appear on the Face of
the Certificate)
(Signature Guarantee)
A-4
01"I'0alm Salina
S ATE OF KANSAS )
) SS.
LINTY OF SALINE )
I, Judy D. Long, City Clerk of the City of Salina, Kansas, do hereby certify that this Note has
b en duly registered in my office according to law. Witness my hand and official seal this February 15,
1 97.
[$EAL]
(facsimile)
City Clerk
(FORM OF STATE TREASURER'S CERTIFICATE)
OFFICE OF THE STATE TREASURER OF KANSAS
I, SALLY THOMPSON, Treasurer of the State of Kansas, do hereby certify that a transcript of
proceedings leading up to the issuance of this Note has been filed in my office and that this Note was
istered in my office according to law this
WITNESS my hand and official seal.
Treasurer of the State of Kansas
Assistant Treasurer
Coomoaeiea SM,rc
Wes ": 9:1
DTC LETTER OF REPRESENTATION
Im