10-6773 GO Refunding Bonds 2010-BRESOLUTION NO. 10-6773
OF
THE CITY OF SALINA, KANSAS
ADOPTED
OCTOBER 18, 2010
GENERAL OBLIGATION REFUNDING BONUS
SERIES 2010-B
71
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TABLE OF CONTENTS
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AR'T'ICLE III REDEMPTION OF BONDS
Section 301. Redemption by Issucr........................................................:.........................................13
Section 302. Selection of Bonds to be Redeemed............................................................................ 13
Section 303. Notice and Effect of Call for Redemption...................................................................13
ARTICLE IV SECURITY FOR BONDS
Section 401. Security for the Bonds., .................................
Section 402. Levy and Collection of Annual Tax ..............
...................................14
...................................15
ARTICLE V ESTABLISHMENT OF FUNDS AND ACCOUNT'S DEPOSIT AND APPLICA'T'ION
OF 1IOND PROCEEDS
Section 501.
Creation of Funds and Accounts.................................................................................15
ARTICLE I DEFINITIONS
Section 502.
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Section 101.
Definitions of Words and"ferms...................................................................................1
Application of Moneys in the Redemption Fund ........................................................
d
Section 504.
ARTICLE 11 AUTHORIZATION AND DETAILS OF THE BONDS
Section 505.
Application of Moneys in the Rebate Fund.................................................................16
Section 506.
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Section 201.
Authorization of the Bonds...........................................................................................7
Application of Moncys in the Costs of Issuance Account...........................................16
Section 202.
Description of the Bonds...............................................................................................7
Section 509.
Section 203.
Designation of Paying Agent and Bond Registrar........................................................8
Section 510.
Redemption of Refunded Bonds.................................................................................
Section 204.
Method and Place of Payment of the Bonds.................................................................8
Section 205.
Payments Due on Saturdays, Sundays and Holidays.......................:............................9
Section 206.
Registration, Transfer and Exchange of Bonds.............................................................9
Section 207.
6secution, Registration, Authentication and Delivery of Bonds..................................9
Section 208.
Mutilated, Lost, Stolen or Destroyed Bonds...............................................................10
Section 209.
Cancellation and Destruction of Bonds Upon Payment..............................................10
Section 210.
Book -Entry Bonds; Securities Depository..................................................................10
Section 211.
Nonpresentment of Bonds...........................................................................................
I I
Section 212.
Preliminary and Final Official Statement....................................................................I
I
Section 213.
Sale of the Bonds - Bond Purchase Agreement...........................................................12
Section 214.
Authorization of Escrow Agreement...........................................................................12
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AR'T'ICLE III REDEMPTION OF BONDS
Section 301. Redemption by Issucr........................................................:.........................................13
Section 302. Selection of Bonds to be Redeemed............................................................................ 13
Section 303. Notice and Effect of Call for Redemption...................................................................13
ARTICLE IV SECURITY FOR BONDS
Section 401. Security for the Bonds., .................................
Section 402. Levy and Collection of Annual Tax ..............
...................................14
...................................15
ARTICLE V ESTABLISHMENT OF FUNDS AND ACCOUNT'S DEPOSIT AND APPLICA'T'ION
OF 1IOND PROCEEDS
Section 501.
Creation of Funds and Accounts.................................................................................15
Section 502.
Deposit of Bond Proceeds...........................................................................................15
Section 503.
Application of Moneys in the Redemption Fund ........................................................
15
Section 504.
Application of Moneys in Debt Service Account........................................................16
Section 505.
Application of Moneys in the Rebate Fund.................................................................16
Section 506.
Deposits and Investment of Moneys...........................................................................16
Section 507.
Application of Moncys in the Costs of Issuance Account...........................................16
Section 508.
Application of Moneys in the Escrow Fund................................................................17
Section 509.
Verification of Certified Public ACC011ntant............................................................_
_ 17
Section 510.
Redemption of Refunded Bonds.................................................................................
17
ARTICLE VI DEFAULT AND REMEDIES
Section601. Remedies....................................................... ..... ......... ............................................... 17
Section 602. Limitation on Rights of Owners..................................................................................17
Section 603. . Remedies Cumulative.................................................................................................. 17
ARTICLE VII DEFEASANCE
Section701. Defeasance ...................................................................................................................18
ARTICLE VIII TAX COVENANTS
Section 801. General Covenants......................................................................................................1 S
Section 802. Survival orCovenants ................................................................................................. 18
ARTICLE IX CONTINUING DISCLOSURE REQUIREMENTS
Section 901. Disclosure Requirements...................................................... .......... ............................. 19
Section 902. Failure to Comply with Continuing Disclosure Requirements...................................19
ARTICLE X MISCELLANEOUS PROVISIONS
Section1001.
Annual Audit...............................................................................................................
19
Section1002.
Amendments................................................................................................................
19
Section 1003.
Notices, Consents and Other Instruments by Owners.................................................20
Section1004.
Notices.........................................................................................................................20
Section 1005.
Electronic Transactions...............................................................................................20
Section 1006.
.Further Authority.........................................................................................................20
Section1007.
Severability..................................................................................................................21
Section1008.
Governing Law............................................................................................................21
Section 1009.
Effective Date.............................................................................................................21
EXHIBITA -FORM OF BONDS ..............................................................................................................A-1
I BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]
RESOLUTION NO. 10-6773
A RESOLUTION PRESCRIBING THE FORM AND DETAILS OF AND
AUTHORIZING AND DIRECTING THF, SALE AND DELIVERY OF GENERAL
z OBLIGATION REFUNDING BONDS, SERIES 2010-13, OF THE CITY OF
w SALINA, KANSAS, PREVIOUSLY AUTHORIZED BY ORDINANCE NO. 10-
y
10575 OF THE ISSUER; MAKING CERTAIN COVENANTS AND
AGREEMENTS TO PROVIDE FOR THE PAYMENT AND SECURI'T'Y
THEREOF; AND AUTHORIZING CERTAIN OTHER DOCUMENTS AND
g ACTIONS CONNECTED THEREWITH.
WHEREAS, the Issuer has heretofore adopted the Ordinance authorizing the issuance of the
Bonds; and
WHEREAS, the Ordinance authorized the governing body of the Issuer to adopt a resolution
prescribing certain details and conditions and to make certain covenants with respect to the issuance of
.the Bonds; and
WHEREAS, in order to provide for the payment of the Refunded Bonds it is desirable to enter
into the Escrow Agreement, by and between the Issuer and the Escrow Agent; and
NOW, THEREFORE, BE 1T RESOLVED BY'THE GOVERNING BODY OF THE CITY
OF SALINA, KANSAS, AS FOLLOWS:
ARTICLE I
DEFINITIONS
Section 101. Definitions of Words and 'Perms. In addition to words and terms defined
elsewhere herein, the following words and terms as used in this Bond Resolution shall have the meanings
hereinafter set forth. Unless the context shall otherwise indicate, words importing the singular number
shall include the plural and vice versa, and words importing persons shall include firms, associations and
corporations, including public bodies, as well as natural persons.
"Act" means the Constitution, specifically including Article 12, Section 5 thereof, and statutes of
the State of Kansas, including K.S.A. 10-101 to 10-125, inclusive, K.S.A. 10-427 el seq., K.S.A. 10-620
el seq. and K.S.A. 65-163d el seq., all as amended and supplemented from time to time.
"Authorized Denomination" means $5,000 or any integral multiples thereof'.
"Beneficial Owner" of the Bonds includes any Owner of the Bonds and any other Person who,
directly or indirectly has the investment power with respect to such Bonds.
"Bond and Interest Fund" means the Bond and Interest Fund of the Issuer for its general
obligation bonds.
"Bond Counsel" means the firm of Gilmore & Bell, P.C., or any other attorney or firm of
attorneys whose expertise in matters relating to the issuance of obligations by states and their political
subdivisions is nationally recognized and acceptable to the Issuer.
"Bond Payment Dale" means any date on which principal of or interest on any Bond is payable.
"Bond Purchase Agreement' means the Bond Purchase Agreement dated as of October 18,
2010 between the Issuer and the Purchaser.
' "Bond Register" means the books for the registration, transfer and exchange of Bonds kept at the
office of the Bond Registrar.
"Bond Registrar" means the State Treasurer, and any successors and assigns.
"Bond Resolution" means this resolution relating to the Bonds.
"Bonds" means the General Obligation Refunding Bonds, Series 2010-13, authorized and issued
by the Issuer pursuant to the Ordinance and this Bond Resolution.
"Business Day" means a day other than a Saturday, Sunday or any day designated as a holiday
by the Congress of the United States or by the Legislature of the State and on which the Paying Agent is
scheduled in the normal course of its operations to be open to the public for conduct of its operations.
"Cede & Co." means Cede & Co., as nominee of DTC and any successor nominee of DTC.
W "City" means the City of Salina, Kansas.
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"Clerk" means the duly appointed and/or elected Clerk or, in the Clerk's absence, the duly
appointed Deputy Clerk or Acting Clerk of the Issuer.
"Code" means the Internal Revenue Code of 1986, as amended, and the applicable regulations
promulgated thereunder by the United States Department of the Treasury.
"Costs of Issuance" means all costs of issuing the Bonds, including but not limited to all
publication, printing, signing and mailing expenses in connection therewith, registration Pecs, 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
Refunding Bonds, Series 2010-B created pursuant to Section 501 hereof.
"Dated Date" means October 15, 2010.
"Debt Service Account" means the Debt Service Account for General Obligation Refunding
Bonds, Series 2010-B (within the Bond and Interest Fund) created pursuant to Section 501 hereof.
"Debt Service Requirements" means the aggregate principal payments (whether at maturity or
pursuant to scheduled mandatory sinking fund redemption requirements) and interest payments on the
Bonds for the period of time for which calculated; provided, however, that for purposes of calculating
such amount, principal and interest shall be excluded from the determination of Debt Service
Requirements to the extent that such principal or interest is payable from amounts deposited in trust,
escrowed or otherwise set aside for the payment thereof with the Paying Agent or other commercial bank
or trust company located in the State and having full trust powers.
"Defaulted Interest" means interest on any Bond which is payable but not paid on any Interest
Payment Date.
"Defeasance Obligations" means any of the following obligations:
(a) United States Government Obligations that are not subject to redemption in advance of
their maturity dates; or
(b) obligations of any state or political subdivision of any state, the interest on which is
excluded from gross income for federal income tax purposes and which meet the following conditions:
(1) the obligations are (i) not subject to redemption prior to maturity or (ii) the
trustee for such obligations has been given irrevocable instructions concerning their calling and
redemption and the issuer of such obligations has covenanted not to redeem such obligations
other than as set forth in such instructions;
(2) the obligations are secured by cash or United States Government Obligations that
may be applied only to principal of, premium, if any, and interest payments on such obligations;
(3) such cash and the principal of and interest on such United States Government
Obligations (plus any cash in the escrow fund) are sufficient to meet the liabilities of the
obligations;
(4) such cash and United States Government Obligations serving as security for the
obligations are held in an escrow fund by an escrow agent or a trustee irrevocably in trust;
(5) such cash and United States Government Obligations are not available to satisfy
any other claims, including those against the trustee or escrow agent; and
(6) the obligations are rated in the highest rating category by Moody's (presently
"Aaa") or Standard & Poor's (presently "AAA").
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"Derivative" means any investment instrument whose market price is derived from the
fluctuating value of an underlying asset, index, currency, futures contract, including futures, options and
collateralized mortgage obligations.
"Disclosure Instructions" means the Continuing Disclosure Instructions dated as of the Issue
i Date, attached to the Issuer's Closing Certificate, relating to certain obligations contained in the SEC
w Rule.
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g "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.
"Escrow Agent" means UMB National Bank of America, Wichita, Kansas, and its successors
and assigns.
"Escrow Agreement" means the Escrow Trust Agreement, dated as of October 15, 2010,
between the Issuer and the Escrow Agent.
"Escrow Fund" means the Escrow Fund for Refunded Bonds referred to in Section 501 hereof.
"Escrowed Securities" means the direct, noncallable obligations of the United States of
America, as described in the Escrow Agreement.
"Event of Default" means each of the following occurrences or events:
(a) Payment of the principal and of the redemption premium, if any, of any of the Bonds
shall not be made when the same shall become due and payable, either at Stated Maturity or by
proceedings for redemption or otherwise; or
' (b) Payment of any installment of interest on any of the Bonds shall not be made when the
same shall become due; or
(c) The Issuer shall default in the due and punctual performance of any other of the
covenants, conditions, agreements and provisions contained in the Bonds or in this Bond Resolution
(other than the covenants relating to continuing disclosure requirements contained herein and in the
Disclosure Instructions) on the part of the Issuer to be performed, and such default shall continue for thirty
(30) days after written notice specifying such default and requiring same to be remedied shall have been
given to the Issuer by the Owner of any of the Bonds then Outstanding.
"Federal Tax Certificate" means the Issuer's Federal Tax Certificate dated as of the Issue Date,
as the same may be amended or supplemented in accordance with the provisions thereof.
"Fiscal Year" means the twelve month period ending on December 31.
"Funds and Accounts" means funds and accounts created pursuant to or referred to in Section
501 hereof.
"Improvements" means the improvements referred to in the preamble to the Ordinance.
"Interest Payment Date(s)" means the Stated Maturity of an installment of interest on any Bond
which shall be April I and October I of each year, commencing April I, 2011.
,Issue Date" means the date when the Issuer delivers the Bonds to the Purchaser in exchange for
the Purchase Price.
"Issuer" means the City and any successors or assigns.
"Loans" means collectively: (a) the KDI-IE Loan KPWSLF 2153 between the Issuer and KDHE'
dated December 1, 1997, maturing February 1, 2020, in the aggregate outstanding principal amount of
$2,086,418.71; and (b) the KDI-IE Loan KPWSLF 2259 between the Issuer and KDI-IE dated March 14,
2001, maturing February 1, 2023, in the aggregate outstanding principal amount of -$3,577,224.12.
3
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"Maturity" when used with respect to any Bond means the date on which the principal of such
Bond becomes due and payable as therein and herein provided, whether at the Stated Maturity thereof or
call for redemption or otherwise.
"Mayor" means the duly elected and acting Mayor, or in the Mayor's absence, the duly
z appointed and/or elected Vice Mayor or Acting Mayor of the Issuer.
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"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
u to refer to any other nationally recognized securities rating agency designated by the Issuer.
"Notice Address" means with respect to the following entities:
(a) To the Issuer at:
300 West Ash
Salina, Kansas 67402
Fax: (785)309-5738
(b) To the paying Agent at:
State Treasurer of the State of Kansas
Landon Office Building
900 Southwest Jackson, Suite 201
Topeka, Kansas 66612-1235
Pax: (785) 296-6976
(c) To the Purchaser:
George K. Baum & Co.
4801 Main Street, Suite 500
Kansas City, Missouri
Pax: (816)283-5326
(d) To the Rating Agency(ies):
Moody's Municipal Rating Desk
7 World Trade Center
250 Greenwich Street
23rd Floor
New York, New York 10007
Standard & Poor's, a division of
The McGraw-Hill Companies
55 Water Street, 38th Floor
New York, New York 10004
1
(c) To the Escrow Agent at:
UMB National Bank ofAntcrica
130 N. Market Street
Wichita, Kansas 67202
Attn: Corporate Trust Division
Pax: (3 16) 267-1301
with a copy to:
UMB Bank, N.A.
2401 Grand Boulevard
Kansas City, Missouri 64108
Attn: Corporate Trust Division
Pax: (816)860-3021
or such other address as is Furnished in writing to the other parties referenced herein.
"Notice Representative" mcans:
(a) With respect to the Issuer, the Clerk.
(b) With respect to the Bond Registrar and Paying Agent, the Director of Bond Services.
(c) With respect to any Purchaser, the manager of its Municipal Bond Department.
(d) With respect to any Rating Agency, any Vice President thereof.
(c) W ith respect to the Escrow Agent, the Manager of the Corporate Trust Department.
"Official Statement" means Issuer's Official Statement, dated October 18, 2010, relating to the
Bonds.
"Ordinance" mcans Ordinance No. 10-10575 of the Issuer authorizing the issuance of the
Bonds, as amended from time to tine.
"Outstanding" mcans, when used Nvith reference to the Bonds, as of a particular date of
determination, all Bonds theretofore authenticated and delivered, except the following Bonds:
(a) Bonds theretofore canceled by the Paying Agent or delivered to the Paying Agent for
cancellation;
(b) Bonds deemed to be paid in accordance with the provisions of Section 701 hereof; and
(c) Bonds in exchange for or in lieu of which other Bonds have been authenticated and
delivered hereunder.
"Owner" when used with respect to any Bond mcans 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
tont 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. 12-1677x, 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; (c) interest-bearing
tune deposits in commercial banks or trust companies located in the county or counties in which the
Issuer is located which are insured by the Federal Deposit Insurance Corporation or collateralized by
securities described in (c); (f) obligations of the federal national mortgage association, federal home loan
banks, federal home loan mortgage corporation or government national mortgage association; (g)
repurchase agreements for securities described in (c) or (t); (h) investment agreements or other
5
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); 0) receipts evidencing ownership interests in securities or portions thereof described in (c) or
(f); (k) municipal bonds or other obligations issued by any municipality of the State as defined in K.S.A.
10-1101 which are general obligations of the municipality issuing the same; or (1) bonds of any
w municipality of the State as defined in K.S.A. 10-1101 which have been refunded in advance of their
= maturity and are fully secured as to payment of principal and interest thereon by deposit in trust, under
escrow agreement with a bank, of securities described in (c) or (f), all as may be further restricted or
modified by amendments to applicable State law.
U
"Person" means any natural person, corporation, partnership, joint venture, association, firm,
joint-stock company, trust, unincorporated organization, or government or any agency or political
subdivision thereof or other public body.
"Purchase Price" means the amount set forth in the Bond Purchase Agreement.
"Purchaser" means George K. Baum & Co., Kansas City, Missouri, the original purchaser of the
Bonds, and any successor and assigns.
"Rating Agency" means any company, agency or entity that provides financial ratings for the
Bonds.
"Rebate Fund" means the Rebate Fund for General Obligation Refunding Bonds, Series 2010-13
created pursuant to Section 501 hereof.
"Record Dates" for the interest payable on any Interest Payment Date means the fifteenth day
(whether or not a Business Day) of the calendar month next preceding such Interest Payment Date.
"Redemption Date" when used with respect to any Bond to be redeemed means the date fixed
for the redemption of such Bond pursuant to the terms of this Bond Resolution.
"Redemption Fund" means the Redemption Fund for the Loans, created pursuant to Section 501
hcreol'.
"Redemption Price" when used -with respect to any Bond to be redeemed means the price at
which such Bond is to be redeemed pursuant to the terms of this Bond Resolution, including the
applicable redemption premium, if any, but excluding installments of interest whose Stated Maturity is on
or before the Redemption Date.
"Refunded Bonds" means collectively, (a) the Series 2001-A Bonds maturing in the years 2012
to 2016, inclusive, in the aggregate principal amount of $1,775,000; and (b) the Series 2002-B Bonds
maturing in the years 2013 to 2017, inclusive, in the aggregate principal amount of $325,000.
"Refunded Bonds Paying Agent" means the respective paying agent for each series of the
Refunded Bonds as designated in the respective Refunded Bonds Resolution, and any successor or
successors at the time acting as paying agent for any of the Refunded Bonds.
"Refunded Bonds Redemption Date" means collectively, October I, 2011 for the Series 2001-
A Bonds and October 1, 2012 for the Series 2002-13 Bonds.
"Refunded Bonds Resolution" means each ordinance and resolution that authorized the
Refunded Bonds.
"Refunded Obligations" means collectively the Refunded Bonds and the Loans.
"Replacement Bonds" means Bonds issued to the Beneficial Owners of the Bonds in accordance
with Section 210 hereof.
"SEC Rule" means Rule 15c2-12 adopted by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as may be amended from time to time.
"Securities Depository" means, initially, DTC, and its successors and assigns.
"Series 2001-A Bonds" means the Issuer's General Obligation Internal Improvement Bonds,
Series 2001-A, dated July 15, 2001.
6
"Verification Report" means the verification report referenced in Section 509 hereof relating to
the sufficiency of money and obligations deposited in the Escrow Fund to be applied in accordance with
the Escrow Agreement.
ARTICLE II
AUTHORIZATION AND DETAILS OF THE BONDS
Section 201. Authorization of the Bonds. The Bonds have been heretofore authorized and
directed to be issued pursuant to the Ordinance in the principal amount of $7,860,000, for the purpose of
providing a portion of the funds to: (a) pay costs of issuance of the Bonds; and (c) refund and retire the
Refunded Obligations.
Section 202. Description of the Bonds. The Bonds shall consist of fully registered bonds in
an Authorized Denomination, and shall be numbered in such manner as the Bond Registrar shall
determine. All of the Bonds shall be dated as of the Dated Date, shall become due in the amounts, on the
Stated Maturities, subject to redemption and payment prior to their Stated Maturities as provided in
Article Whereof, and shall bear interest at the rates per annum as follows:
I
"Series 2002-B Bonds" means the Issuer's General Obligation Internal Improvement Bonds,
Series 2002-B, dated July 15, 2002.
"Series 2001-A Principal and Interest Account" means the Principal and Interest Account for
the Series 2001-A Bonds.
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"Series 2002-B Principal and Interest Account" means the Principal and Interest Account for
=
y
the Series 2002-B Bonds.
"Special Record Date" means the date fixed by the Paying Agent pursuant to Section 204 hereof
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for the payment of Defaulted Interest.
"Standard & Poor's" means Standard & PooCs Ratings Services, a Division of the McGraw-
Hill Companies, Inc., a corporation organized and existing under the laws of the State of New York, and its
successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform
the functions of a securities rating agency, Standard & PooCs shall be deemed to refer to any other
nationally recognized securities rating agency designated by the Issuer.
"State" means the state of Kansas.
"State Treasurer" means the duty 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.
"Treasurer" means the duly appointed and/or elected 'treasurer or, in the Treasurer's absence,
the duly appointed Deputy Treasurer or acting Treasurer of tile Issuer.
"United States Government Obligations" means bonds, notes, certificates of indebtedness,
treasury bills or other securities constituting direct obligations of or obligations the principal of and
interest on which are fully and unconditionally guaranteed as to full and timely payment by, the United
States of America, including evidences of a direct ownership interest in future interest or principal
payment on obligations issued by the United States of America (including the interest component of
obligations of the Resolution Funding Corporation), or securities which represent an undivided interest in
such obligations, which obligations are rated in the highest rating category by a nationally recognized
rating service and such obligations are held in a custodial account for the benefit of the Issuer.
"Verification Report" means the verification report referenced in Section 509 hereof relating to
the sufficiency of money and obligations deposited in the Escrow Fund to be applied in accordance with
the Escrow Agreement.
ARTICLE II
AUTHORIZATION AND DETAILS OF THE BONDS
Section 201. Authorization of the Bonds. The Bonds have been heretofore authorized and
directed to be issued pursuant to the Ordinance in the principal amount of $7,860,000, for the purpose of
providing a portion of the funds to: (a) pay costs of issuance of the Bonds; and (c) refund and retire the
Refunded Obligations.
Section 202. Description of the Bonds. The Bonds shall consist of fully registered bonds in
an Authorized Denomination, and shall be numbered in such manner as the Bond Registrar shall
determine. All of the Bonds shall be dated as of the Dated Date, shall become due in the amounts, on the
Stated Maturities, subject to redemption and payment prior to their Stated Maturities as provided in
Article Whereof, and shall bear interest at the rates per annum as follows:
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Stated Maturity
Principal
Annual Rate
October 1
Amount
of Interest
2011
$500,000
0.500%
2012
850,000
2.000
2013
925,000
2.000
2014
925,000
2.000
2015
925,000
2.000
2016
925,000
2.000
2017
565,000
2.250
Stated Maturity
Principal
Annual Rate
October 1
Amount
of Interest
2018
$525,000
3.000%
2019
550,000
2.250
2020
425,000
2.500
2021
300,000
2.700
2022
310,000
2.750
2023
135,000
3.000
The Bonds shall bear interest at the above specified rates (computed on the basis of a 360 -day
year of twelve 30 -day months) from the later of the Dated Date or the most recent Interest Payment Date
to which interest has been paid on the Interest Payment Dates in the manner set forth in Seetion 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 EX111BITA 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 el seg.
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 el seq. and K.S.A. 10-620 el seq., respectively.
Section 204. Method and Place of Payment of the Bonds. The principal of, or Redemption
Price, and interest on the Bonds shall be payable in any coin or currency which, on the respective dates of
payment thereof, is legal tender for the payment of public and private debts.
The principal or Redemption Price of each Bond shall be paid at Maturity to the Person in whose
name such Bond is registered on the Bond Register at the Maturity thereof, upon presentation and
surrender of such Bond at the principal office of the Paying Agent.
The interest payable on each Bond on any Interest Payment Date shall be paid to the Owner of
such Bond as shown on the Bond Register at the close of business on the Record Date for such interest (a)
by check or draft mailed by the Paying Agent to the address of such Owner shown on the Bond Register
or at such other address as is furnished to the Paying Agent in writing by such Owner, or (b) in the case of
an interest payment to Cede & Co. or any Owner of $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 tie 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
z address of such Owner as it appears on the Bond Register not less than 10 days prior to such Special
w Record Date.
rd of payment of principal and Redemption Price of and
The Paying Agent shall keep a reco
interest on all Bonds and at least annually shall forward a copy or summary of such records to the Issuer.
Section 205. Payments Due on Saturdays, Sundays and Holidays. In any case where a
Bond Payment Date is not a Business Day, then payment of principal, Redemption Price or interest need
not be made on such Bond Payment Dale but may be made on the next succeeding Business Day with the
same force and effect as if made on such Bond Payment Date, and no interest shall accrue for the period
after such Bond Payment Date.
Section 206. Registration, Transfer and Exchange of Bonds. The Issuer covenants that, as
long as any of the Bonds remain Outstanding, it will cause the Bond Register to be kept at the office of
the Bond Registrar as herein provided. Each Bond when issued shall be registered in the name of the
Owner thereof on the Bond Register.
Bonds may be transferred and exchanged only, on the Bond Register as provided in this Section.
Upon surrender of any Bond at the principal office of the Bond Registrar; the Bond Registrar shall
transfer or exchange such Bond for a new Bond or Bonds in any Authorized Denomination of tie same
Stated Maturity and in the same aggregate principal amount as the Bond that was. presented for transfer or
exchange.
Bonds presented for transfer or exchange shall be accompanied by a written instrument or
instruments of transfer or authorization for exchange, in a form and with guarantee of signature
satisfactory to the Bond Registrar, duly executed by the Owner thereof or by the Owner's duly authorized
agent.
In all cases in which the privilege of transferring or exchanging Bonds is exercised, the Bond
Registrar shall authenticate and deliver Bonds in accordance with the provisions of this Bond Resolution.
The Issuer shall pay the fees and expenses of the Bond Registrar for the registration, transfer and
exchange of Bonds provided for by this Bond Resolution and the cost of printing a reasonable supply of
registered bond blanks. Any additional costs or fees that might be incurred in the secondary market, other
than fees of the Bond Registrar, are the responsibility of the Owners of the Bonds. In the event any
Owner fails to provide a correct taxpayer identification number to the Paying Agent, the Paying Agent
may make a charge against such Owner sufficient to pay any governmental charge required to be paid as a
result of such failure. In, compliance with Code § 3406, such amount may be deducted by the Paying
Agent from amounts otherwise payable to such Owner hereunder or under the Bonds.
The Issuer and the Bond Registrar shall not be required (a) to register the transfer or exchange of
any Bond that has been called for redemption after notice of such redemption has been mailed by the
Paying Agent pursuant to Section 303 hereof and during the period of 15 days next preceding the date of
mailing of such notice of redemption; or (b) to register the transfer or exchange of any Bond during a
period beginning at the opening of business on the day after receiving written notice from the Issuer of its
intent to pay Defaulted Interest and ending at the close of business on the date fixed for the payment of
Defaulted Interest pursuant to Section 204 hereof.
The Issuer and the Paying Agent may deem and treat the Person in whose name any Bond is
registered on the Bond Register,as the absolute Owner of such Bond, whether such Bond is overdue or
not, for the propose of receiving payment of, or on account of, the principal or Redemption Price of and
interest on said Bond and for all other purposes. All payments so made to any such Owner or upon the
Owner's order shall be valid and effective to satisfy and discharge the liability upon such Bond to the
extent of the sum or sums so paid, and neither the Issuer nor the Paying Agent shall be affected by any
notice to the contrary.
At reasonable times and under reasonable regulations established by the Bond Registrar, the Bond
Register may be inspected and copied by the Owners (or a designated representative thereof) of 10% or
more in principal amount of the Bonds then Outstanding or any designated representative of such Owners
whose authority is evidenced to the satisfaction of the Bond Registrar.
Section 207. Execution, Registration, Authentication and Delivery of Bonds. Each of the
Bonds, including any Bonds issued in exchange or as substitutions for the Bonds initially delivered, shall
be executed for and on behalf of the Issuer by the manual or facsimile signature of the Mayor, attested by
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the manual or facsimile signature of the Clerk and the seal of the Issuer shall be affixed thereto or
imprinted thereon. The Mayor and Clerk are hereby authorized and directed to prepare and execute the
Bonds in the manner herein specified, and to cause the Bonds to be registered in the office of the Clerk,
which registration shall be evidenced by the manual or facsimile signature of the Clerk with the seal of
the Issuer affixed thereto or imprinted thereon. The Bonds. shall also be registered in the ofTice of' the
z State Treasurer, which registration shall be evidenced by the manual or facsimile signature of the State
w 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 fox all purposes, as if such person had remained in
o 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 off icers to sign such Bond although at the date of such Bond such persons may
not have been such officers.
The Mayor and Clerk are hereby authorized and directed to prepare and execute the Bonds as
herein specified, and when duly executed, to deliver the Bonds to the Bond Registrar for authentication.
The Bonds shall have endorsed thereon a certificate of authentication substantially in the form
attached hereto as LXHLB/T A hereof, which shall be manually executed by an authorized of icer or
employee of the Bond Registrar, but it shall not be necessary that the same officer or employee sign the
certificate of authentication on all of the Bonds that may be issued hereunder at any one time. No Bond
shall be entitled to any security or benefit under this Bond Resolution or be valid or obligatory for any
purpose unless and until such certificate of authentication has been duly executed by the Bond Registrar.
Such executed certificate of authentication upon any Bond shall be conclusive evidence that such Bond
has been duly authenticated and delivered under this Bond Resolution. Upon authentication, the Bond
Registrar shall deliver the Bonds to the Purchaser upon instructions of the Issuer or its representative.
Section 208. Mutilated, Lost, Stolen or Destroyed Bonds. If (a) any mutilated Bond is
surrendered to the Bond Registrar or the Bond Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Bond, and (b) there is delivered to the Issuer and the Bond Registrar such
security or indemnity as may be required by each of them, then, in the absence of notice to the Issuer or
the Bond Registrar that such Bond has been acquired by a bona tide purchaser, the Issuer shall execute
and, upon the Issuer's request, the Bond Registrar shall authenticate and deliver, in exchange for or in lieu
' of any such mutilated, destroyed, lost or stolen Bond, a new Bond of the same Stated Maturity and of like
tenor and principal amount.
If any such mutilated, destroyed, lost or stolen Bond has become or is about to become due and
payable, the Issuer, in its discretion, may pay such Bond instead of issuing a new Bond.
Upon the issuance of any new Bond under this Section, the Issuer and the Paying Agent may
require the payment by the Owner of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees and expenses of the Paying
Agent) connected therewith.
Every new Bond issued pursuant to this Section shall constitute a replacement of the prior
obligation of the Issuer, and shall be entitled to all the benefits of this Bond Resolution equally and
ratably with all other Outstanding Bonds.
Section 209. Cancellation and Destruction of Bonds Upon Payment. All Bonds that have
been paid or redeemed or that otherwise have been surrendered to the Paying Agent, either at or before
Maturity, shall be cancelled by the Paying Agent immediately upon the payment, redemption and
surrender thereof to the Paying Agent and subsequently destroyed in accordance with the customary
practices of the Paying Agent. The Paying Agent shall execute a certificate in duplicate describing the
Bonds so cancelled and destroyed and shall file an executed counterpart of such certificate with the Issuer.
Section 210. Book -Entry Bonds; Securities Depository. The Issuer and Paying Agent have
entered into a DTC Representation Letter with DTC. The Bonds shall initially be registered to Cede &
' Co., the nominee for the Securities Depository, and no Beneficial Owner will receive certificates
representing their respective interests in the Bonds, except in the event the Bond Registrar issues
Replacement Bonds as provided in this Section. It is anticipated that during the term of the Bonds, the
Securities Depository will make book -entry transfers among its Participants and receive and transmit
payment of principal of, premium, if any, and interest on, the Bonds to the Participants until and unless
the Bond Registrar authenticates and delivers Replacement Bonds to the Beneficial Owners as described
in the following paragraph.
'rhe 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):
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(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
i
w (b) if the Bond Registrar receives written notice from Participants having interests in not less
than 50% of the Bonds Outstanding, as shown on the records of the Securities Depository (and certified to
such effect by the Securities Depository), that the continuation of a book -entry system to the exclusion of
' a any Bonds being issued to any Owner other than Cede & Co. is no longer in the best interests of the
a Beneficial Owners of the Bonds, then the Bond Registrar shall notify the Owners of such determination or
o 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)(I) 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 undcr 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, it' funds sufficient to pay such Bond have been made available
to the Paying Agent all liability of the Issuer to the Owncr 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. II'any Bond is not presented for payment
within four (4) years following the date when such Bond becomes due at Maturity, the Paying Agent shall
repay, without liability for interest thereon, to the Issuer the funds theretofore held by it for payment of
such Bond, and such Bond shall, subject to the defense of any applicable statute of limitation, thereafter
be an unsecured obligation of the Issuer, and the Owner thereof shall be entitled to look only to the Issuer
for payment, and then only to the extent of the amount so repaid to it by the Paying Agent, and the Issuer
shall not be liable for any interest thereon and shall not be regarded as a trustee of such money.
Section 212. Preliminary and Final Official Statement. 1'01' the purpose of enabling the
Purchaser to comply with the requirements of Rule 15c2 -12(b)(1) of the Securities and Exchange
Commission, the Issuer hereby deems the information regarding the Issuer contained in the Preliminary
Official Statement to be "final" as of its date, except for the omission of such information as is permitted
by Rule 15c2-12(6)(1), and the appropriate officers of the Issuer are hereby authorized, if requested, to
provide the Purchaser a letter or certification to such effect and to take such other actions or execute such
other documents as such officers in their reasonable judgment deem necessary to enable the Purchaser to
comply with the requirement of such Rule.
The Official Statement is hereby authorized to be prepared by supplementing, amending and
completing the Preliminary Official Statement, with such changes and additions thereto as are necessary
to conform to and describe the transaction. The Mayor or chief financial officer of the ISSUcr are hereby
authorized to execute the Official Statement as so supplemented, amended and completed, and the use and
public distribution of tie 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
w Bonds sufficient copies of the Official Statement to enable the Purchaser to comply with the requirements
Of Rule 15c2-12(3) and (4) of the Securities and Exchange Commission and with the requirements of
g Rule G-32 of the Municipal Securities Rulemaking Board.
= Section 213. Sale of the Bonds - Bond Purchase Agreement. The Mayor is hereby
4
authorized to enter into the Bond Purchase Agreement between the Issuer and the Purchaser in substantially
the form submitted to the governing body concurrently with the adoption of this Resolution, with such
changes therein as shall be approved by the Mayor, such officer's signature thereon being conclusive
evidence of the approval thereof. Pursuant to the Bond Purchase Agreement; the Issuer agrees to sell the
Bonds to the Purchaser for the Purchase Price, upon the teens and conditions set forth therein.
Section 214. Authorization of Escrow Agreement. The Issuer is hereby authorized to enter
into the Escrow Agreement, and the Mayor and Clerk are hereby authorized and directed to execute the
Escrow Agreement with such changes therein as such officials may deem appropriate, for and on behalf
of and as the act and deed of the Issuer. The Escrow Agent is hereby authorized to carry out, on behalf of
the Issuer, the duties, terms and provisions of the Escrow Agreement, and the Escrow Agent, the
Purchaser and Bond Counsel are authorized to take all necessary actions for the subscription and purchase
of the Escrowed Securities described therein, including the subscription for United States Treasury
Securities - State and Local Government Series.
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ARTICLE III
REDEMPTION OF BONDS
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Section 301. Redemption by Issuer.
Optional Retleniption. At the option of the Issuer. Bonds maturing on October I in the years
2020, and thereafter, will be subject to redemption and payment prior to their Stated Maturity on
October 1, 2019, and thereafter, as a whole or in part (selection of maturities and the amount of Bonds of
each maturity to be redeemed to be determined by the Issuer in such equitable manner as it may
determine) at any time, at the Redemption Price of 100% (expressed as a percentage of the principal
amount), plus accrued interest to the Redemption Date.
Section 302. Selection of Bonds to he Redeemed.
(a) In the event the Issuer desires to call the Bonds for redemption prior to maturity, written
notice of such intent shall be provided to the Bond Registrar in accordance with K.S.A. 10-129, as
amended, not less than 45 days prior to the Redemption Date. The Bond Registrar shall call Bonds for
redemption and payment and shall give notice of such redemption as herein provided upon receipt by the
Bond Registrar at least 45 days prior to the Redemption Date of written instructions of the Issue]-
specifying
ssuerspecifying the principal amount, Slated Maturities, Redemption Date and Redemption Prices of the Bonds
to be called for redemption. If the Bonds are refunded more than 90 days in advance of such Redemption
Date, any escrow agreement entered into by the Issuer in connection with such refunding shall provide
that such written instructions to the Paying Agent shall be given by the escrow agent on behalf of the
Issuer not more than 90 days prior to the Redemption Date. The Paying Agent may in its discretion waive
such notice period so long as the notice requirements set forth in Section 303 are met.
(b) Bonds shall be redeemed only in an Authorized 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.
(c) In the case of a partial redemption of Bonds by lot when Bonds of denominations greater
than a miniloU n 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. I1' it is determined that one
or more, but not all, of a niinimum Authorized Denomination of face value represented by any Bond is
selected for redemption, then upon notice of intention to redeem a minimum Aulhori-zed Denomination,
the Owner or the Owner's duly authorized agent shall forthwith present and surrender such Bond to the
Bond Registrar: (1) for payment of the Redemption Price and interest to the Redemption Date of a
minimum Authorized Denomination of face value called for redemption, and (2) for exchange, without
charge to the Owner thereof, for a new Bond or Bonds of the aggregate principal amount of the
unredeemed portion of the principal amount of such Bond. If the Owner of any such Bond fails to present
such Bond to the Paying Agent for payment and exchange as aforesaid, such Bond shall, nevertheless,
become due and payable on the redemption date to the extent of a minimum Authorized Denomination of
face value called for redemption (and to that extent only).
Section 303. Notice and Effect of Call for Redemption. Unless waived by any Owner of
Bonds to be redeemed, if the Issuer shall call any Bonds for redemption and payment prior to the Stated
Maturity thereof, the Issuer shall give written notice of its intention to call and pay said Bonds to the State
Treasurer, Bond Registrar and the Purchaser. 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;
13
(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
(c) the place where such Bonds are to be surrendered for payment of the Redemption Price,
z which shall be the principal office of the Paying Agent.
a
w
The failure of any Owner to receive notice given as heretofore provided or an immaterial defect
therein shall not invalidate any redemption.
s
Prior to any Redemption Date, the Issuer shall deposit with the Paying Agent an amount of
o money sufficient to pay the Redemption Price of all the Bonds or portions of Bonds that are to be
redeemed on such Redemption Date.
For so long as the Securities Depository is effecting book -entry transfers of the Bonds, the Bond
Registrar shall provide the notices specified in this Section to the Securities Depository. It is expected
that the Securities Depository shall, in turn, notify its Participants and that the Participants, in turn, will
notify or cause to be notified the Beneficial Owners. Any failure on the part of the Securities Depository
or a Participant, or failure on the part of a nominee of a Beneficial Owner of a Bond (having been mailed
notice from the Bond Registrar, the Securities Depository, a Participant or otherwise) to notify the
Beneficial Owner of the Bond so affected, shall not affect the validity of the redemption of such Bond.
Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds to
be redeemed shall become due and payable on the Redemption Date, at the Redemption Price therein
specified, and from and after the Redemption Date (unless the Issuer defaults in the payment of the
Redemption Price) such Bonds or portion of Bonds shall cease to bear interest. Upon surrender of' such
Bonds for redemption in accordance with such notice, the Redemption price of such Bonds shall be paid
by the Paying Agent. Installments of interest due on or prior to the Redemption Date shall be payable as
herein provided for payment of interest. Upon surrender for any partial redemption of any Bond, there
shall be prepared for the Owner a new Bond or Bonds of the same Stated Maturity in the amount of the
unpaid principal as provided herein. All Bonds that have been surrendered for redemption shall be
cancelled and destroyed by the Paying Agent as provided herein and shall not be reissued.
In addition to the foregoing notice, the Issuer shall provide such notices of redemption as are
required by the Disclosure Instructions. Further notice may be given by the Issuer or the Bond Registrar
on behalf of the Issuer as set out below, but no defect in said further notice nor any failure to give all or
any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if
official notice thereof is given as above prescribed.
(a) Each further notice of redemption given hereunder shall contain the information required
above for an official notice of redemption plus (1) the CUSIP numbers of all Bonds being redeemed; (2)
the date of issue of the Bonds as originally issued; (3) the rate of interest borne by each Bond being
redeemed; (4) the maturity date of each Bond being redeemed; and (5) any other descriptive information
needed to identify accurately the Bonds being redeemed.
(b) Each further notice of redemption shall be sent at least one day before the mailing of
notice to Owners by first class, registered or certified mail or overnight delivery, as determined by the
Bond Registrar, to all registered securities depositories then in the business of holding substantial amounts
of obligations of types comprising the Bonds and to one or more national information services that
disseminate notices of redemption of obligations such as the Bonds.
(c) Each check or other transfer of funds issued for the payment of the Redemption Price of
Bonds being redeemed shall bear or have enclosed the CUSIP number of the Bonds being redeemed with
the proceeds of such check or other transfer.
"fhe 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 airy
Bond.
ARTICLE IV
SECURITY FOR BONDS
Section 401. Security for the Bonds. 'file Bonds shall be general obligations of the City
payable as to both principal and interest in part from special assessments levied upon the property
benefited by the construction of the Improvements and, if not so paid, from ad valorem taxes which may
M
be levied without limitation as to rate or amount upon all the taxable tangible properly, real and personal,
within the territorial limits of the City. The balance of the principal and interest on the Bonds is payable
from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable
tangible property, real and personal, within the territorial limits or the City. The full faith, credit and
resources of the City are hereby irrevocably pledged fof the prompt payment of the principal of and
z interest on the Bonds as the same become due.
a
w
Section 402. Levy and Collection of Annual Tax. The governing body of the Issuer shall
annually make provision for the payment of principal of, premium, if any, and interest on the Bonds as the
o same become due by, to the extent necessary, levying and collecting the necessary taxes upon all of the
taxable tangible property within the Issuer in the manner provided by law.
U
The taxes referred to above shall be extended upon the tax rolls in each of the several years,
respectively, and shall be levied and collected at the same time and in the same manner as the other ad
valorem taxes of the Issuer are levied and collected. The proceeds derived from said taxes shall be
deposited in the Bond and Interest Fund, shall be kept separate and apart from all other funds of the Issuer
shall thereafter be deposited in the Debt Service Account and shall be used solely for the payment of the
principal of and interest on the Bonds as and when the same become due, taking into account any
scheduled mandatory redemptions, and the fees and expenses of the Paying Agent.
If at any time said taxes are not collected in time to pay the principal of or interest on the Bonds
when due, the Treasurer is hereby authorized and directed to pay said principal or interest out of the
general funds of the Issuerand to reimburse said general funds for money so expended when said taxes
are collected.
ARTICLE V
ESTABLISHMENT OF FUNDS AND ACCOUNTS DEPOSITAND APPLICATION OF
BOND PROCEEDS
Section 501. Creation of Funds and Accounts. Simultaneously with the issuance of the
Bonds, there shall be created within the'freasury of the Issuer the following Funds and Accounts:
(a) Redemption Fund for Loans;
(b) Debt Service Account for General Obligation Refunding Bonds, Series 2010-13; and
(c) Rebate Fund for General Obligation Refunding Bonds, Series 2010-B.
The Funds and Accounts established herein shall be administered in accordance with the
provisions of this Bond Resolution so long as the Bonds are Outstanding.
In addition to the Funds and Accounts described above, the Escrow Agreement establishes the
following Funds and Accounts to be held and administered by the Escrow Agent in accordance with the
provisions of the Escrow Agreement:
(a) Escrow Fund for Refunded Bonds; and
(b) Costs of Issuance Account for General Obligation Refunding Bonds, Series 2010-B.
Section 502. Deposit of Bond Proceeds. The net proceeds received from the sale of the
Bonds shall be deposited simultaneously with the delivery of the Bonds as follows:
(a) All accrued interest received from the sale of the Bonds shall be deposited in the Debt
Service Account.
(b) The sum of $44,89196 shall be transferred to the Escrow Agent, deposited in the Costs
of Issuance Account and applied in accordance with the Escrow Agreement.
(c) The sum of $5,721,363.47 shall be deposited into the Redemption Fund.
(d) The sum of $2,206,515.46 shall be transferred to the Escrow Agent and deposited in the
Escrow Fund and applied in accordance with the Escrow Agreement.
Section 503. Application of Moneys in the Redemption Fund. Moneys in the Redemption
Fund shall be paid and transferred to the Refunded Bonds Paying Agent, with irrevocable instructions to
15
Any moneys or investments remaining in the Debt Service Account after the retirement of the
indebtedness for which the Bonds were issued shall be transferred and paid into the Bond and
Interest Fund.
Section 505. Application of Moneys in the Rebate Fund.
(a) There shall be deposited in the Rebate Fund such announts as are required to be deposited
therein pursuant to the Federal Tax Certificate. All money at anytime deposited in the Rebate Fund shall
be held in trust, to the extent required to satisfy the Rebate Amount (as defined in the Federal 'lax
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 amOmntS deposited into or on deposit in the
Rebate Fund shall be governed by this Section and the Federal "fax Certificate.
(b) The Issuer shall periodically determine the arbitrage rebate, if any, under Code § 148(f) in
accordance with the Federal Tax Certificate, and the Issuer shall make payments to the United States of
America at the times and in the amounts determined under the Federal 'tax Certificate. Any moneys
remaining in the Rebate Fund after redemption and payment of all of the Bonds and payment and
satisfaction of any Rebate Amount, or provision made therefor, shall be deposited into the Bond and
Interest Fund.
(c) Notwithstanding any other provision of this Bond Resolution, including in particular
Article VII hereof, the obligation to pay arbitrage rebate to the United Slates of America and to comply
with all other requirements of this Section and the Federal "fax Certificate shall survive the defeasance or
payment in full of the Bonds.
Section 506. Deposits and Investment of Moneys. Moneys in each of the Funds and
Accounts shall be deposited in accordance with laws of the State, in a bank, savings and loan association
or savings bank organized under the laws of the State, any other state or the United States: (a) which has
a main or branch office located in the Issuer; or (b) if no such entity has a main or branch office located in
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 finds of the Issuer.
Moneys held in any Fund or Account other than the Escrow Fund and the Redemption Fund may
be invested in accordance with this Bond Resolution and the Federal 'fax Certificate in Permitted
Investments; provided, however, that no such investment shall be made for a period extending longer than
to the date when the moneys invested may be needed for the purpose for which such fund was created.
All earnings on any investments held in any Fund or Account shall accrue to and become a part of such
Fund or Account.
Section 507. Application of Moneys in the Costs of Issuance Account. Moneys in the Costs
Of Issuance Account shall be used by the Escrow Agent to pay the Costs of Issuance. Any funds
remaining in the Costs of Issuance Account, after payment of all Costs of Issuance, but not later than the
IU
apply such amount to the payment of the Refunded Bonds on the Refunded Bonds Redemption Date. The
Clerk is authorized and instructed to provide appropriate notice of redemption in accordance with the
Refunded Bonds Resolution authorizing the issuance of such Refunded Bonds. Any moneys remaining in
the Redemption Fund not needed to retire the Refunded Bonds shall be transferred to the Debt Service
Account.
w
Section 504. Application of Moneys in Debt Service Account. All amounts paid and
credited to the Debt Service Account shall be expended and used by the Issuer for the sole purpose of
$
paying the principal or Redemption Price of and interest on the Bonds as and when the sanw become due
and the usual and customary fees and expenses of the Bond Registrar and Paying Agent. ']'he Treasurer is
authorized and directed to withdraw from the Debt Service -Account sums sufficient to pay both principal
3
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 sunns to the Paying Agent in a
manner which ensues that tine Paying Agent will receive immediately available finds in such amounts on
or before the Business Day immediately preceding the dates when such principal, interest and fees of the
Bond Registrar and Paying Agent will become due. If, through the lapse of time or otherwise, the Owners
of Bonds are no longer.entitled to enforce payment of the Bonds or the interest thereon, the Paying Agent
shall return said funds to the Issuer. All moneys deposited with the Paying Agent shall be deemed to be
deposited in accordance with and subject to all of the provisions contained in this Bond Resolution and
shall be held in trust by the Paying Agent for the benefit of the Owners of the Bonds entitled to payment
from such moneys.
Any moneys or investments remaining in the Debt Service Account after the retirement of the
indebtedness for which the Bonds were issued shall be transferred and paid into the Bond and
Interest Fund.
Section 505. Application of Moneys in the Rebate Fund.
(a) There shall be deposited in the Rebate Fund such announts as are required to be deposited
therein pursuant to the Federal Tax Certificate. All money at anytime deposited in the Rebate Fund shall
be held in trust, to the extent required to satisfy the Rebate Amount (as defined in the Federal 'lax
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 amOmntS deposited into or on deposit in the
Rebate Fund shall be governed by this Section and the Federal "fax Certificate.
(b) The Issuer shall periodically determine the arbitrage rebate, if any, under Code § 148(f) in
accordance with the Federal Tax Certificate, and the Issuer shall make payments to the United States of
America at the times and in the amounts determined under the Federal 'tax Certificate. Any moneys
remaining in the Rebate Fund after redemption and payment of all of the Bonds and payment and
satisfaction of any Rebate Amount, or provision made therefor, shall be deposited into the Bond and
Interest Fund.
(c) Notwithstanding any other provision of this Bond Resolution, including in particular
Article VII hereof, the obligation to pay arbitrage rebate to the United Slates of America and to comply
with all other requirements of this Section and the Federal "fax Certificate shall survive the defeasance or
payment in full of the Bonds.
Section 506. Deposits and Investment of Moneys. Moneys in each of the Funds and
Accounts shall be deposited in accordance with laws of the State, in a bank, savings and loan association
or savings bank organized under the laws of the State, any other state or the United States: (a) which has
a main or branch office located in the Issuer; or (b) if no such entity has a main or branch office located in
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 finds of the Issuer.
Moneys held in any Fund or Account other than the Escrow Fund and the Redemption Fund may
be invested in accordance with this Bond Resolution and the Federal 'fax Certificate in Permitted
Investments; provided, however, that no such investment shall be made for a period extending longer than
to the date when the moneys invested may be needed for the purpose for which such fund was created.
All earnings on any investments held in any Fund or Account shall accrue to and become a part of such
Fund or Account.
Section 507. Application of Moneys in the Costs of Issuance Account. Moneys in the Costs
Of Issuance Account shall be used by the Escrow Agent to pay the Costs of Issuance. Any funds
remaining in the Costs of Issuance Account, after payment of all Costs of Issuance, but not later than the
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later of 30 days prior to the first Stated Maturity of principal or one year after the date of issuance of the
Bonds, shall be transferred to the Issuer for deposit into the Debt Service Account.
Section 508. Application of Moneys in the Escrow Fund. Under the Escrow Agreement, the
Escrow Agent will apply moneys in the Escrow Fund to purchase the Escrowed Securities and to establish
z an initial cash balance in accordance with the Escrow Agreement. The cash and Escrowed Securities held
w in the Escrow Fund will be applied by the Escrow Agent solely in the manner authorized by the Escrow
Agreement. All money deposited with the Escrow Agent shall be deemed to be deposited in accordance
g with and subject to all of the provisions contained in the Refunded Bond Resolutions and the Escrow
a Agreement.
Section 509. Verification of Certified Public Accountant. Prior to or concurrently with the
issuance and delivery of the Bonds and the creation of the Escrow Fund, the Issuer shall obtain a
Verification Report from an independent certified public accountant that such accountant has verified the
accuracy of the calculations that demonstrate that the money and obligations required to be deposited with
the Escrow Agent pursuant to Section 502 of this Bond Resolution and the Escrow Agreement, together
with the earnings to accrue thereon, will be sufficient for the timely payment of the principal of,
redemption premium, if any, and interest on the Refunded Bonds in accordance with the Escrow
Agreement.
Section 510. Redemption of Refunded Bonds. The Outstanding Series 2001-A Bonds,
becoming due on and thereafter, in the aggregate the principal amount of $1,775,000, are hereby called
for redemption and payment pfior to maturity on the Refunded Bonds Redemption Date. Said Series
2001-A Bonds shall be redeemed in accordance with the Refunded Bonds Resolution by the payment of
the principal thereof, together with the redemption premium and accrued interest thereon to such
Refunded Bonds Redemption Date. The Clerk is hereby directed to cause notice of the call for
redemption and payment of said Series 2001-A Bonds to be given in the manner provided in the
Refunded Bonds Resolution. The officers of the Issuer and the Refunded Bonds Paying Agent are hereby
authorized and directed to take such other action as may be necessary in order to effect the redemption
and payment of said Series 2001-A Bonds as herein provided.
ARTICLE VI
DEFAULT AND REMEDIES
Section 601. Remedies. The provisions of the Bond Resolution, including the covenants and
agreements herein contained, shall constitute a contract between the Issuer and the Owners of the Bonds.
If an Event of Default occurs and shall be continuing, the Owner or Owners of not less than 10% in
principal amount of the Bonds at the time Outstanding shall have the right for the equal benefit and
protection of all Owners of Bonds similarly situated:
(a) by mandamus or other suit, action or proceedings at law or in equity to enforce the rights
of such Owner or Owners against the Issuer and its officers, agents and employees, and to require and
compel duties and obligations required by the provisions of the Bond Resolution or by the Constitution
and laws of the State;
(b) by suit, action or other proceedings in equity or at law to require the Issuer, its officers,
agents and employees to account as if they were the trustees of an express trust; and
(c) by suit, action or other proceedings in equity or at law to enjoin any acts or things which
may be unlawful or in violation of the rights of the Owners of the Bonds.
Section 602. Limitation on Rights of Owners. The covenants and agreements of the Issuer
contained herein and in the Bonds shall be for the equal benefit, protection, and security of the Owners of
any or all of the Bonds, all of which Bonds shall be of equal rank and without preference or priority of
one Bond over any other Bond in the application of the funds herein pledged to the payment of the
principal of and the interest on the Bonds, or otherwise, except as to rate of interest, date of maturity and
right of prior redemption as provided in this Bond Resolution. No one or more Owners secured hereby
shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the
security granted and provided for herein, or to enforce any right hereunder, except in the manner herein
provided, and all proceedings at law or in equity shall be instituted, had and maintained for the equal
benefit of all Outstanding Bonds.
Section 603. Remedies Cumulative. No remedy conferred herein upon the Owners is
intended to be exclusive orally 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
17
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
z expedient, If action or proceedings taken by any Owner on account of any default or to enforce any right
w or exercise any remedy has been discontinued or abandoned for any reason, or shall have been determined
adversely to such Owner, then, and in every such case, the Issuer and the Owners of the Bonds shall be
restored to their former positions and rights hereunder, respectively, and all rights, remedies, powers and
' duties of the Owners shall continue as if no such suit, action or other proceedings had been brought
or taken.
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 orally
Bonds, no such satisfaction shall occur until (a) the Issuer has elected to redeem such Bonds, and (b)
either notice of such redemption has been given, or the Issuer has given irrevocable instructions, or shall
have provided for an escrow agent to give irrevocable instructions, to the Bond Registrar to give such
notice of redemption in compliance with Section 302(x) of this Bond Resolution. Any money and
Defeasance Obligations that at any time shall be deposited with the Paying Agent or other commercial
bank or trust company by or on behalf of the Issuer, for the purpose of paying and discharging any of the
Bonds, shall be and are hereby assigned, transferred and set over to the Paying Agent or other bank or
trust company in trust for the respective Owners of the Bonds, and such moneys shall be and are hereby
irrevocably appropriated to the payment and discharge thereof. All money and Defeasance Obligations
deposited with the Paying Agent or such bank or trust company shall be deemed to be deposited in
accordance with and subject to all of the provisions of this Bond Resolution.
ARTICLE VIII
TAX COVENANTS
Section 801. General Covenants.
The Issuer covenants and agrees that it will comply with: (a) all applicable provisions of the
Code necessary to maintain the exclusion from gross income for federal income tax purposes of the
interest on the Bonds; and (b) all provisions and requirements of the Federal Tax Certificate. The Mayor
and Clerk are hereby authorized and directed to execute the Federal Tax Certificate in a form approved by
Bond Counsel, for and on behalf of and as the act and deed of the Issuer. The Issuer will, in addition,
adopt such other ordinances or resolutions and take such other actions as may be necessary to comply
with the Code and with all other applicable future laws, regulations, published rulings and judicial
decisions, in order to ensure that the interest on the Bonds will remain excluded from federal gross
income, to the extent any such actions can be taken by the Issuer.
Section 802. Survival of Covenants. The covenants contained in this Article and in the
Federal "fax 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.
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ARTICLE IX
CONTINUING DISCLOSURE REQUIREMENTS
Section 901. Disclosure Requirements. The Mayor and Clerk are hereby authorized and
directed to execute the Disclosure Instructions in a form approved by Bond Counsel, for and on behalf of
w and as the act and deed of the Issuer. The Issuer hereby covenants with the Purchaser and the Beneficial
y Owners to provide and disseminate such information as is required by the SI --C Rule and as further set
forth in the Disclosure Instructions, which are incorporated herein by reference. Such covenant shall be
for the benefit of and enforceable by the Purchaser and the Beneficial Owners.
U 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.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 1001. Annual Audit. Annually, promptly after the end of the Fiscal Year, the Issuer
will cause an audit to be made of the financial statements of the Issuer for the preceding Fiscal Year by an
Independent Accountant. Within 30 days after the completion of each such audit, a copy thereof shall be
filed in the office of the Clerk. Such audit shall at all times during the usual business hours be open to the
examination and inspection by any taxpayer, any Owner of any of the Bonds, or by anyone acting for or
on behalf of such taxpayer or Owner. Upon payment of the reasonable cost of preparing and mailing the
' same, a copy of any annual audit will, upon request, be sent to any Owner or prospective Owner. As soon
as possible after the completion of the annual audit, the governing body of the Issuer shall review such
audit, and if the audit discloses that proper provision has not been made for all of the requirements of this
Bond Resolution, the Issuer shall promptly cure such deficiency.
Section 1002. Amendments. The rights and duties of the Issuer and the Owners, and the terms
and provisions of the Bonds or of this Bond Resolution, may be amended or modified at any time in any
respect by resolution of the Issuer with the written consent of the Owners of not less than a majority in
principal amount of the Bonds then Outstanding, such consent to be evidenced by an instrument or
instruments executed, by such Owners and duly acknowledged or proved in the manner of a deed to be
recorded, and such instrument or instruments shall be filed with the Clerk, but no such modification or
alteration shall:
(a) extend the maturity of any payment of principal or interest due upon any Bond;
(b) effect a reduction in the amount which the Issuer is required to pay as principal of or
interest on any Bond;
(c) permit preference or priority of any Bond over any other Bond; or
(d) reduce the percentage in principal amount of Bonds required for the written consent to
any modification or alteration of the provisions of this Bond Resolution.
' Any provision of the Bonds or of this Bond Resolution may, however, be amended or modified
by resolution duly adopted by the governing body of the Issuer at any time in any legal respect with the
written consent of the Owners of all of the Bonds at the time Outstanding.
Without notice to or the consent of any Owners, the Issuer may amend or supplement this Bond
Resolution for the purpose of curing any formal defect, omission, inconsistency or ambiguity herein, to
grant to or confer upon the Owners any additional rights, remedies, powers or authority that may lawfully
be granted to or conferred upon the Owners, to 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.
19
Every amendment or modification of the provisions of the Bonds or of this Bond Resolution, to
which the written consent of the Owners is given, as above provided, shall be expressed in a resolution
adopted by the governing body of the Issuer amending or supplementing the provisions of this Bond
Resolution and shall be deemed to be a part of this Bond Resolution. A certified copy of every such
amendatory or supplemental resolution, if any, and a certified copy of this Bond Resolution shall always
be kept on file in the office of the Clerk, and shall be made available for inspection by the Owner of any
w Bond or a prospective purchaser or owner of any Bond authorized by this Bond Resolution, and upon
payment of the reasonable cost of preparing the same, a certified copy of any such amendatory or
supplemental resolution or of this Bond Resolution will be sent by the Clerk to any such Owner or
prospective Owner.
Any and all modifications made in the manner hereinabove provided shall not become effective
until there has been filed with the Clerk a copy of the resolution of the Issuer hereinabove provided for,
duly certified, as well as proof of any required consent to such modification by the Owners of the Bonds
then Outstanding. It shall not be accessaryto 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) 'rho 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 detennining whether the Owners of the requisite principal amount of Bonds Outstanding have
given any request, demand, authorization, direction, notice, consent or waiver under this Bond
Resolution, Bonds owned by the Issuer shall be disregarded and deemed not to be Outstanding under this
Bond Resolution, except that, in determining whether the Owners shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only Bonds which the Owners
know to be so owned shall be so disregarded. Notwithstanding the foregoing, Bonds so owned which
have been pledged in good faith shall not be disregarded as aforesaid if the pledgee establishes to the
satisfaction of the Owners the pledgee's right so to act with respect to such Bonds and that the pledgee is
not the Issuer.
Section 1004. Notices. Any notice, request, complaint, demand or other communication required
or desired to be given or filed under this Bond Resolution shall be in writing, given to the Notice
Representative at the Notice Address and shall be deemed duly given or filed if the same shall be: (a) duly
mailed by registered or certified mail, postage prepaid; or (b) communicated via fax, with electronic or
telephonic confirmation of receipt. Copies of such notices shall also be given to the Paying Agent. The
Issuer, the Paying Agent and the Purchaser may from time to time designate, by notice given hereunder to
the others of such parties, such other address to which subsequent notices, certificates or other
communications shall be sent.
All notices given by: (a) certified or registered mail as aforesaid shall be deemed duly given as of
the date they are so mailed; (b) fax as aforesaid shall be deemed duly given as of the dale of confirmation of
receipt. If, because of the temporary or permanent suspension of regular mail service or for any other
reason, it is impossible or impractical to mail any notice in the manner herein provided, then such other form
of notice as shall be made with the approval of the Paying Agent shall constitute a sufficient notice.
Section 1005. Electronic Transactions. ']'he issuance of the Bonds and the transactions related
thereto and described herein may be conducted and documents may be stored by electronic means.
Section 1006. Further Authority. The officers and officials of the Issuer, including the Mayor
and Clerk, are hereby authorized and directed to execute all documents and take such actions as they may
deem necessary or advisable in order to carry out and perform the purposes of this Bond Resolution and
20
L
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
z or small, is for any reason held invalid, the invalidity thereof shall not affect the validity of the other
w provisions of this Bond Resolution.
A
N
Section 1008. Governing Law. ']'his Bond Resolution shall be governed exclusively by and
construed in accordance with the applicable laws of the State.
U Section 1009. Effective Date. This Bond Resolution shall take effect and be in full force from
and after its adoption by the governing body of the Issuer.
[BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]
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ADOPTED by the governing body of the Issuer on,October 18, 2010.
(SEAL)
z Mayor
a
w
ATTEST:
d
o
Clerk
(Signature Pale to Bond Resolution)
z
a
w
E.XMIBITA
(FORM OF BONDS)
REGISTERED
NUMBER _
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 Cedc & 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 O"1 -ITER 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 AM ERICA
STATE OF KANSAS
COUN'T'Y OF SALINE
CITY OF SALINA
GENERAL OBLIGATION REFUNDING BOND
SERIES 2010-13
Interest Maturity Dated CUSIP:
Rate: Dale: Date: October 15, 2010
REGISTERED OWNER:
PRINCIPALAMOUNT:
KNOW ALL PERSONS BY THESE PRESENTS: That the City of Salina, in the County of
Saline, State of Kansas (the `Issuer"), for value received, hereby acknowledges itself to be indebted and
promises to pay to the Registered Owner shown above, or registered assigns, but solely from the source
and in the manner herein specified, the Principal Amount shown above on the Maturity Dale shown
above, unless called lot- redemption prior to said Maturity Date, and to pay interest thereon at the Interest
Rate per annum shown above (computed on the basis of a 360 -day year of twelve 30 -day months), from
the Dated Date shown above, or from the most recent date to which interest has.been paid or duly
provided for, payable semiannually on April 1 and October 1 of each year, commencing April 1, 2011 (the
`Interest Payment Datcs"), 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 ofTicc of the
Treasurer of the State of Kansas, Topeka, Kansas (the "Paying Agent" and "Bond Registrar"). The
interest payable on this Bond on any Interest Payment Date shall be paid to the person in whose name this
Bond is registered on the registration books maintained by the Bond Registrar at the close of business on
the Record Date(s) for such interest, which shall be the 15th day (whether or not a business day) of the
calendar month next preceding the Interest Payment Date. Such interest shall be payable (a) by check or
drall mailed by the Paying Agent to the address of such Registered Owner shown on the Bond Register or
at such other address as is furnished to the Paying Agent in writing by such Registered Owner; or, (b) in
the case of an interest payment to Cede & Co. or any Owner of $500,000 or more in aggregate principal
amount of Bonds, by electronic transfer to such Owner upon written notice given to the Bond Registrar
by such Registered Owner, not less than 15 days prior to the Record Date for such interest, containing the
electronic transfer instructions including the bank, ABA routing number and account number to which
such Registered Owner wishes to have such transfer directed. The principal or redemption price of and
interest on the Bonds shall be payable in any coin or currency that, on the respective dates of payment
thereof, is legal tender for the payment of public and private debts. Interest not punctually paid will be
paid in the manner established in the within defined Bond Resolution.
Definitions. Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the hereinafter defined Bond Resolution.
A-1