22-8041 GO Bonds,...
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RESOLUTION NO. 22-8041
A RESOLUTION PRESCRIBING THE FORM AND DETAILS OF AND
AUTHORIZING AND DIRECTING THE SALE AND DELIVERY OF GENERAL
OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2022-A, OF THE
CITY OF SALINA, KANSAS, PREVIOUSLY AUTHORIZED BY ORDINANCE NO.
22-11102 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 City of Salina, Kansas (the "Issuer") has previously 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 $7,840 ,000 to pay a portion of the
costs of the Improvements and refund the Refunded Notes.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION 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, particularly Article 12 , § 5 thereof, and statutes of the State including
K.S.A. 10-101 to 10-125, inclusive, K.S .A . 10-620 et seq., K.S.A. 12-685 et seq., K.S.A. 12-1736 et seq.,
K.S.A. 12-6a01 et seq., and K.S.A. 12-2104, 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, directl y
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.
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"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 Internal Improvement Bonds, Series 2022-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 of OTC.
"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 oflssuance" 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.
"Costs of Issuance Account" means the Costs of Issuance Account for General Obligation Internal
Improvement Bonds, Series 2022-A created pursuant to Section 501 hereof.
"Dated Date" means April 28, 2022.
"Debt Service Account" means the Debt Service Account for General Obligation Internal
Improvement Bonds, Series 2022-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.
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"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
(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 .
"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:
(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;
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(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.
"Finance Director" means the duly appointed and acting Finance Director of the Issuer or, in the
Finance Director's absence, the duly appointed Deputy, Assistant or Acting Finance Director of the Issuer.
"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 Internal Improvement
Bonds, Series 2022-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, 2023 .
"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.
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"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:
City-County Building
300 West Ash Street
Salina, Kansas 67402
Fax: (785) 309-5711
(b) To the Paying Agent at:
(c)
State Treasurer of the State of Kansas
Landon Office Building
900 Southwest Jackson, Suite 201
Topeka, Kansas 66612-1235
Fax: (785) 296-6976
To the Purchaser:
Country Club Bank
9400 Mission Road
Leawood, Kansas 66206
Fax: (816) 753-8402
(d) To the Rating Agency(ies):
Moody's Municipal Rating Desk
7 World Trade Center
250 Greenwich Street, 23rd Floor
New York, New York I 0007
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:
(a) With respect to the Issuer, the Clerk.
(b) With respect to the Bond Registrar and Paying Agent, the Director of Fiscal Services.
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(c) With respect to any Purchaser, the manager of its Municipal Bond Department.
(d) With respect to any Rating Agency, any Vice President thereof.
:ll "Official Statement" means Issuer's Official Statement relating to the Bonds.
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fu "Ordinance" means Ordinance No. 22-11102 of the Issuer authorizing the issuance of the Bonds, as
~ amended from time to time.
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~ ~ "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)
(c)
hereunder.
Bonds deemed to be paid in accordance with the provisions of Article VII hereof; and
Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered
"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);
(t) obligations of the federal national mortgage association, federal home loan banks, federal hoi:ne 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); U) receipts evidencing ownership interests in securities
or portions thereof described in ( c) or (t); (k) municipal bonds or other obligations issued by any municipality
of the State as defined in K.S.A. 10-1101 which are general obligations of the municipality issuing the same;
or (I) bonds of any municipality of the State as defined in K.S.A. 10-1101 which have been refunded in advance
of their maturity and are fully secured as to payment of principal and interest thereon by deposit in trust, under
escrow agreement with a bank, of securities described in (c) or (t), or (m) other investment obligations
authorized by the laws of the State, all as may be further restricted or modified by amendments to applicable
State law ..
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"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 premium of $350,928.30.
"Purchaser" means Country Club Bank, Leawood, Kansas, 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
2022-A 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 Notes" means the Series 2021-1 Notes maturing on May 1, 2022 in the aggregate principal
amount of $5,230,000.
"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 2021-1 Notes" means the Issuer's General Obligation Temporary Notes, Series 2021-1, dated
April 29, 2021.
"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.
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"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
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-g in Article V hereof.
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~ g 8 "2040 Term Bonds" means the Bonds scheduled to mature in the year 2040.
"2042 Term Bonds" means the Bonds scheduled to mature in the year 2042.
"Term Bonds" means collectively the 2040 Term Bonds, the 2042 Term Bonds and the 2042 Term
Bonds .
"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.
ARTICLE II
AUTHORIZATION AND DETAILS OF THE BONDS
Section 201. Authorization of the Bonds. The Bonds have been previously authorized and
directed to be issued pursuant to the Ordinance in the principal amount of $7,840,000, for the purpose of
providing funds to: (a) pay a portion of the costs of the Improvements, including retiring the Refunded Notes;
and (b) pay Costs of Issuance .
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:
Stated Maturity
October 1
2023
2024
2025
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Principal
Amount
$390,000
525,000
550 ,000
SERIAL BONDS
Annual Rate
of Interest
4.00%
4.00%
4.00%
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Stated Maturity
October 1
2031
2032
2033
Principal
Amount
$425,000
430,000
430,000
Annual Rate
of Interest
2.50%
2.75%
3 .00%
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2026 560,000 4.00% 2034 440,000 3.00%
2027 590,000 4.00% 2035 450 ,000 3.00%
2028 615 ,000 4 .00% 2036 465 ,000 3.00%
2029 635 ,000 4.00% 2037 335,000 3.00%
2030 410 ,000 2 .50%
TERM BONDS
Stated Maturity Principal Annual Rate
October 1 Amount of Interest
2040 $345,000 3 .00%
2042 245,000 3.00%
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 of
K.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
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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 D ue 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, Tra nsfer and Exchange of Bo nds . 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
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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.
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 , electronic or facsimile signature of the Mayor, attested
by the manual, electronic 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 , electronic 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 , electronic 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 sh al I 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
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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 ofnotice 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 Iss uer.
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 .
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) ifthe 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
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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, 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 sh al I 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. The Issuer hereby authorizes and
approves the Preliminary Official Statement. 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)(l) 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
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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 Finance Director 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.
Section 213. Sale of the Bonds. The sale of the Bonds to the Purchaser is hereby approved and
confirmed. The Mayor and Finance Director 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 pay ment 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 in the years 2030,
and thereafter, will be subject to redemption and payment prior to their Stated Maturity on October 1, 2029 ,
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. (a) 2040 Term Bonds . The 2040 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 2040 Term Bonds:
*Final Maturity
Principal
Amount
$110,000
115 ,000
120 ,000
Year
2038
2039
2040*
(b) 2042 Term Bonds . The 2042 Term Bonds shall be subject to mandatory redemption and
payment prior to Stated Maturity pursuant to the mandatory redemption requirements of this Se ction at a
Redemption Price equal to 100% of the principal amount thereof plus accrued interest to the Redemption Date.
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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 2042
Term Bonds:
*Final Maturity
Principal
Amount
$120,000
125,000
Year
2041
2042*
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.
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 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, neve11heless, 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) .
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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 Jess 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 appl y in
the case ofany 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
(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)
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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 forthe payment of the Redemption Price of Bonds
being redeemed shall bear or have enclosed the CU SIP 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 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 shall annually make provision for the payment of principal of, premium, if any, and interest
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on the Bonds as the same become due by, to the extent necessary, levying and collecting the necessary taxe s
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 is suance 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 2022-A.
(b) Debt Service Account for General Obligation Internal Improvement Bonds, Series 2022-A
(within the Bond and Interest Fund).
(c) Rebate Fund for General Obligation Internal Improvement Bonds, Series 2022-A .
(d) Costs oflssuance Account for General Obligation Internal Improvement Bonds, Series 2022-
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) An amount necessary to pay the Costs oflssuance s hall be deposited in the Costs oflssuance
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. Money s 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
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by the Governing Body; (b) paying interest on the Bonds during construction of the Improvements ; (c)paying
Costs oflssuance; and (d) retiring the Refunded Notes.
Upon completion of the Improvements, any surplus remaining in the Improvement Fund shall be deposited in
the Debt Service Account.
Section 504. Substitution oflmprovements; 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
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.
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 Bond Registrar and Paying Agent will become
due . If, through the lapse oftime 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.
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(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 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 a ccrue to
and become a part of such Fund or Account; provided that, during the period of construction of t he
Improvements, earnings on the investment of such funds may, at the discretion of the Issuer, be credited to the
Debt Service Account.
Section 508. Application of Moneys in the Costs of Issuance Account. Moneys in the Costs of
Issuance Account shall be used by the Issuer 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 3 0 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
Debt Service Account.
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;
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(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 , subject to any determination in such action or proceeding
or applicable law of the State, be restored to their former positions and rights hereunder, respectively, and all
rights, remedies, powers and duties of the Owners shall continue as if no such suit, action or other proceedings
had been brought or taken .
ARTICLE VII
DEFEASANCE
Section 701. Defeasance. When any or all of the 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
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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.
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 Finance Director 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.
ARTICLE IX
CONTINUING DISCLOSURE REQUIREMENTS
Section 901. Disclosure Requirements. 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 .
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.
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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 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 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
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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 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 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 ofreceipt.
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 ofreceipt.
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.
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Section 1005. Electronic Transactions. The transactions described in this Bond Resolution may be
conducted, and documents related to the Bonds may be sent, received , executed, and stored, by electronic
means or transmissions. Copies, telecopies , electronic files and other reproductions of original ex ecuted
documents (or documents executed by electronic means or transmissions) 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 1006. Further Authority. The officers and officials of the Issuer, including the Mayor, en ~ Finance Director 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
8 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 prov isions
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.
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ADOPTED by the City Commission on April 4, 2022.
(SEAL)
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CERTIFICATE
I hereby certify that the above and foregoing is a true and correct copy of the Bond Resolution of the
Issuer adopted by the Governing Body on April 4 , 2022 , as the same appears of record in my office .
DATED : April 4 , 2022.
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(Signature Page to Bond Resolution)
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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 2022-A
Interest
Rate:
Maturity
Date:
REGISTERED OWNER:
PRINCIPAL AMOUNT:
Dated CUSIP:
Date: April 28, 2022
KNOW ALL PERSONS BY THESE PRESENTS: That the City of Salina, in the County of Saline,
State of Kansas (the "Iss uer"), 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, 2023 (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 "Payi ng Agent" an d "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
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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 2022-A," aggregating the principal amount of
$7,840,000 (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, particularly Art. 12 § 5 thereof, and laws of the
State of Kansas, including KS.A. 12-6a01 et seq., KS .A. 12-685 et seq., KS.A . 12-1736 et seq., KS.A. 12-
2104, 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 c9nstruction
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 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 Securities Depository nominee is the owner of this Bond, notwithstanding the provision
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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, TIDS 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 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, electronic
or facsimile signature of its Mayor and attested by the manual, electronic or facsimile signature of its Clerk,
and its seal to be affixed hereto or imprinted hereon.
(Facsimile Seal)
ATTEST:
By: ~~~~~(f=a~c=si=m=i=le~)~~~~~~~
Clerk
600596 .20227\BASICDOC S
CITY OF SALINA, KANSAS
By: (facsimile)
Mayor
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CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This Bond is one of a series of General Obligation Internal Improvement Bonds, Series 2022-A, 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: _____ _
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
100 N . Main Suite 800
Wichita, Kansas 67202
(PRINTED LEGAL OPINION)
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 irrevoca bl y
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
60059 6.20227\BASIC DO C S
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Social Security or
Taxpayer Identification No .
Signature (Sign here exactly as name(s)
appear on the face of Certificate)
Signature guarantee:
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 April 28, 2022 .
WITNESS my hand and official seal.
(Facsimile Seal) By: ~---~(f:_a_c_si_m_i _le~) _______ _
Clerk
CERTIFICATE OF STATE TREASURER
OFFICE OF THE TREASURER, STATE OF KANSAS
LYNN W. ROGERS , 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: ~---~(~fa=c=s=im==il~e).__ ______ _
Treasurer of the State of Kansas
600596 .20227\BA SI C DOCS
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