Cancelled Note R-114
•
812105 011115
REGISTERED
NUMBER R -1
IV,
4�0z9
REGISTERED
$3,400,000.00
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York Corporation ( "DTC "), to the Issuer or its
agent for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
UNITED STATES OF AMERICA
STATE OF KANSAS
(-CITY OF SALINAD
GENERAL OBLIGATION TEMPORARY NOTE
S� ERIES'2011 =1
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Interest Maturity Dated CUSIP:
Rate: 0.400% Date: August 1, 2012 Date: July 15, 2011 —29454T
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: . THREE MILLION FOUR HUNDRED THOUSAND DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS: That the City of Salina, in the County of
Saline, State of Kansas (the "Issuer "), for value received, hereby acknowledges itself to be indebted and
promises to pay to the Registered Owner shown above, or registered assigns, but solely from the source
and in the manner herein specified, the Principal Amount, shown above on the Maturity Date shown
above, and to pay interest thereon at the Interest Rate per annum shown above (computed on the basis of a
360 -day year of twelve 30 -day months), from the Dated Date shown above, or from the most recent date
to which interest has been paid or duly provided for, payable at maturity until the Principal Amount has
been pli%.
J ••
• • •1ltethod a&(t Place of Payment. The principal or redemption price and interest thereon of this
Note shall be p;4d at Iaturity or. upon earlier redemption to the person in whose name this Note is
..... : registerre d at the maZunty or redemption date thereof, upon presentation and surrender of this Note at the
,••• principal office (;f•"c�Treasurer f- Kansas - Topeka; Kansas-(the- "Paying Agent" a -n-d' o e
•..:.. Regic$%P'), Sua, amounts shal beLtn4yable; (a) by check or draft mailed by the Paying, - Agentttoz the
• • • •
address such Re�"ered Own I r sh w on the Note Register..or at such other address as is furnished to
the P�yiag Agent -�? ;rating by ch egistered,Owner; or „(b} in,the case of a. payment to Cede & Co: by
electre$i� transfer to such Owr ugynrwntte,R ngtice „giyen,to,the,Note Registrar by such iRegistered
Owner; itot less than 15 days prr to e R Sgrd,gatejor such interest,, containing the!electronic transfer
instruerihns including the bankABAprout!iggapumben andiaccount�riumber ;.td.:which''suchIRegisfered
Owner wishes to have such tra fer ejilgp }ed. 1The3principal, or fedeniption price +of and interesf'onethe
Notes shall be payable in any c n ofekrpency that; onhthe.r`espective dates of payment thereofcis' legal
@12105011916
tender for the payment of public and private debts. Interest not punctually paid will be paid in the manner
established in the within defined Note Resolution.
Definitions. Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the hereinafter defined Note Resolution.
Authorization of Notes. This Note is one of an authorized series of Notes of the Issuer
designated "General Obligation Temporary Notes, Series 2011 -1," aggregating the principal amount of
$3,400,000 (the "Notes ") issued for the purposes set forth in the Resolution of the Issuer authorizing the
issuance of the Notes (the "Note Resolution "). The Notes are issued by the authority, of and in full
compliance with the provisions, restrictions and limitations of the Constitution and laws of the State of
Kansas, including K.S.A. 10 -123, K.S.A. 12 -6a01 et seq., as amended, and all other provisions of the
laws of the State of Kansas applicable thereto.
General Obligations. The Notes constitute general obligations of the Issuer payable as to both
principal and interest from special assessments levied upon the property benefited by the construction of
certain Improvements (as said term is described in the Note Resolution), or from the proceeds of general
obligation bonds of the Issuer and, if not so paid, from ad valorem taxes which may be levied without
limitation as to rate or amount upon all the taxable tangible property, real and personal, within the
territorial limits of the Issuer. The full faith, credit and resources of the Issuer are hereby pledged for the
payment of the principal of and interest on this Note and the issue of which it is a part as the same
respectively become due.
Redemption Prior to Maturity. The Notes are not subject to redemption prior to maturity.
Book -Entry System. The Notes are being issued by means of a book -entry system with no
physical distribution of note certificates to be made except as provided in the Note Resolution. One Note
certificate with respect to each date on which the' Notes are stated to mature or with respect to each form
of Notes, registered in the nominee name of the Securities Depository, is being issued and required to be
deposited with the Securities Depository and immobilized in its custody. The book -entry system will
evidence positions held in the Notes by the Securities Depository's participants, beneficial ownership of
the Notes in Authorized Denominations being evidenced in the records of such participants. Transfers of
ownership shall be effected on the records of the Securities Depository and its participants pursuant to
rules and procedures established by the Securities Depository and its participants. The Issuer and the
Note Registrar will recognize the Securities Depository nominee, while the Registered Owner of this
Note, as the owner of this Note for all purposes including (i) payments of principal of, and redemption
premium, if any, and interest on, this Note, (ii) notices and (iii) voting. Transfer of principal, interest and
any rgM8 I:Qion premium payments to participants of the Securities Depository, and transfer of principal,
interest, a0if any redemption premium payments to beneficial owners of the Notes by participants of the
Secuapesijepositgry Till be the responsibility of such participants and other nominees of such beneficial
.... •.owners. The Issuer anctthe Note Registrar will not be responsible or liable for such transfers of payments
....nor form i taininp •supervising or reviewing the records maintained by the Securities Depository, the
,, „Securitiesf epos.tp” i1ominee, its participants or persons acting through such participants. While the
'..:..Secu0i'e�'"Depos�ory nominee is the owner of this Note, notwithstanding the provision hereinabove
• • contained payments of principal of, redemption premium, if any, and interest on this Note shall be made
• • •' • • in accor inrce wetly gvishng arrangements among the Issuer, the Note Registrar and the Securities
Depo's fW.
•*Transfer and Exchange. EXCEPT AS OTHERWISE PROVIDED IN THE NOTE
RESOLUTION, THIS GLOBAL NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN
PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY OR TO A
2
B12105 011177
SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR
SECURITIES DEPOSITORY. This Note may be transferred or exchanged, as provided in the Note
Resolution, only on the Note Register kept for that purpose at the principal office of the Note Registrar,
upon surrender of this Note together with a written instrument of transfer or authorization for exchange
satisfactory to the Note Registrar duly executed by the Registered Owner or the Registered Owner's duly
authorized agent, and thereupon a new Note or Notes in any Authorized Denomination of the same
maturity and in the same aggregate principal amount shall be issued to the transferee in exchange therefor
as provided in the Note Resolution and upon payment of the charges therein prescribed. The Issuer shall
pay all costs incurred in connection with the issuance, payment and initial registration of the Notes and
the cost of a reasonable supply of note blanks. The Issuer and the Paying Agent may deem and treat the
person in whose name this Note is registered on the Note Register as the absolute owner hereof for the
purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest
due hereon and for all other purposes. The Notes are issued in fully registered form in Authorized
Denominations.
Authentication. This Note shall not be valid or become obligatory for any purpose or be entitled
to any .security or benefit under the hereinafter defined Note Resolution until the Certificate of
Authentication and Registration hereon shall have been lawfully executed by the Note Registrar.
IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions, and things required
to be done and to exist precedent to and in the issuance of this Note have been properly done and
performed and do exist in due and regular form and manner as required by the Constitution and laws of
the State of Kansas, and that the total indebtedness of the Issuer, including this series of notes, does not
exceed any constitutional or statutory limitation.
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F127717178
011118
IN WITNESS WHEREOF, the Issuer has caused this Note to be executed by the manual or
facsimile signature of its Mayor and attested by the manual or facsimile signature of its Clerk, and its seal
to be affixed hereto or imprinted hereon.
O ,
ATTEST:
1U W'
By: t
Clerk
CITY OF SALINA, KANSAS
By: A
Mayor
This General Obligation Temporary Note shall not be negotiable unless and until countersigned
below following registration by the Treasurer of the State of Kansas.
..RJ�
Clerk
CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This Note is one of a series of General Obligation Temporary Notes, Series 2011 -1, of the City of
Salina, Kansas, described in the within- mentioned Note Resolution.
Registration Date JUL 9 8 1011
Office of the State Treasurer,
Topeka, Kansas,
as Note Registrar and Paying Agent
I: L iL '
51
;1egistra::o3Numbtr
• 022-085-071511-029
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Office of the State Treasurer,
Topeka, Kansas,
as Note Registrar and Paying Agent
I: L iL '
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B12105 011179
CERTIFICATE OF CLERK
STATE OF KANSAS )
SS.
— COUNTY OF SALINE )
The undersigned, Clerk of the City of Salina, Kansas, does hereby certify that the within Note has
been duly registered in my office according to law as of July 15, 2011.
WITNESS my hand and official seal.
C)
Clerk
CERTIFICATE OF STATE TREASURER
OFFICE OF THE TREASURER, STATE OF KANSAS
RON ESTES, Treasurer of the State of Kansas, does hereby certify that a transcript of the
proceedings leading up to the issuance of this Note has been filed in e f t1, c o e. State Treasurer, and
that this Note was registered in such office according to law on J
(Seal)
WITNESS my hand and official seal.
5
By:
Treasurer of the State of Kansas
B12105 011180
NOTE ASSIGNMENT
FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer to
(Name and Address)
(Social Security or Taxpayer Identification No.)
the Note to which this assignment is affixed in the outstanding principal amount of $
standing in the name of the undersigned on the books of the Note Registrar. The undersigned do(es)
hereby irrevocably constitute and appoint as agent to transfer said Note on the
books of said Note Registrar with full power of substitution in the premises.
Dated
. ..
Name
Social Security.or
Taxpayer Identification No.
Signature (Sign here exactly as name(s)
appear on the face of Certificate)
Signature guarantee:
M
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B12105 011181
LEGAL OPINION
The following is a true and correct copy of the approving legal opinion of Gilmore & Bell, P.C.,
Bond Counsel, which was dated and issued as of the date of original issuance and delivery of such Notes:
GILMORE & BELL, P.C.
Attorneys at Law
2405 Grand Boulevard
Suite 1100
Kansas City, Missouri 64108
Governing Body
City of Salina, Kansas
Commerce Bank
Kansas City, Missouri
Re: $3,400,000 General Obligation Temporary Notes, Series 2011 -1, of the City of
Salina, Kansas, Dated July 15, 2011
We have acted as Bond Counsel in connection with the issuance by the City of Salina, Kansas
(the "Issuer "), of the above - captioned notes (the "Notes"). In this capacity, we have examined the law
and the certified proceedings, certifications and other documents that we deem necessary to render this
opinion. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the
resolution adopted by the governing body of the Issuer authorizing the issuance of the Notes.
Regarding questions of fact material to our opinion, we have relied on the certified proceedings
and other certifications of public officials and others furnished to us without undertaking to verify them
by independent investigation.
Based upon the foregoing, we are of the opinion, under existing law, as follows:
.".
17: The Notes have been duly authorized, executed and delivered by the Issuer and are valid
and IttAlly.bindinggAperal obligations of the Issuer.
,,,Ji�t -Ve Notes are payable as to both principal and interest in part from special assessments
..,.. levied'upoit the pt9petty benefited by the construction of certain improvements or from general obligation
bonds'oMie Issuer and, if not so paid, from ad valorem taxes which may be levied without limitation as
• • to rate pr amount upon,all the taxable tangible property, real and personal, within the territorial limits of
the Issues, The I%fer t required by law to include in its annual tax levy the principal and interest coming
due on ilia Notes to the extent that necessary funds are not provided from other sources.
103.' The interest on the Notes is: (a) excluded from gross income for federal income tax
purposes; and (b) not an item of tax preference for purposes of the federal alternative minimum tax
imposed on individuals and corporations, but is taken into account in determining adjusted current
B12105 011182
earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. The
opinions set forth in this paragraph are subject to the condition that the Issuer comply with all
requirements of the Internal Revenue Code of 1986, as amended (the "Code "), that must be satisfied
subsequent to the issuance of the Notes in order to preserve the exclusion of the interest on the Notes
from gross income for federal income tax purposes. The Issuer has covenanted to comply with all of
these requirements. Failure to comply with certain of these requirements may cause interest on the Notes
to be included in gross income for federal income tax purposes retroactive to the date of issuance of the
Notes. The.Notes have not been designated as "qualified tax- exempt obligations" for purposes of Section
265(b) of the Code. We express no opinion regarding other federal tax consequences arising with respect
to the Notes.
4. The interest on the Notes is exempt from income taxation by the State of Kansas.
We express no opinion regarding the accuracy, completeness or sufficiency of the Official
Statement or other offering material relating to the Notes (except to the extent, if any, stated in the Official
Statement). Further, we express no opinion regarding tax consequences arising with respect to the Notes
other than as expressly set forth in this opinion.
The rights of the owners of the Notes and the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights
generally and by equitable principles, whether considered at law or in equity.
This opinion is given as of its date, and we assume no obligation to revise or supplement this
opinion to reflect any facts or circumstances that may come to our attention or any changes in law that
may occur after the date of this opinion.
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GILMORE & BELL, P.C.
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GILMORE & BELL, P.C.
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