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13-7010 Sale Bond/Notes Series 2013-B & 2013-1a 3 RESOLUTION NO. 13-7010 RESOLUTION AUTHORIZING THE OFFERING FOR SALE OF GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2013-B AND GENERAL OBLIGATION TEMPORARY NOTES, SERIES 2013-1 OF THE CITY OF SALINA, KANSAS. WHEREAS, the City of Salina, Kansas (the "Issuer"), has heretofore authorized certain internal improvements described as follows (the "Note Improvements"): WHEREAS, the governing body of the Issuer is authorized by law to issue general obligation bonds to pay the costs of the Note Improvements; and WHEREAS, it is necessary for the Issuer to provide cash funds (from time to time) to meet its obligations incurred in constructing the Note Improvements prior to the completion thereof and the issuance of the Issuer's general obligation bonds, and it is desirable and in the interest of the Issuer that such funds be raised by the issuance of temporary notes of the Issuer; and WHEREAS, none of such temporary notes heretofore authorized have been issued and the Issuer proposes to issue its temporary notes to pay a portion of the costs of the Note Improvements; and WHEREAS, the Issuer has heretofore authorized certain internal improvements described as follows (the "Bond Improvements," and together with the Note Improvements, the "Improvements"): Project Description Magnolia Hills Subdivision Fire Station 41 East Magnolia Road Bicentennial Center North Ohio Grade Separation ; and Estimated Estimated Improvement Project Description Ord./Res. No. Authority Fund Deposit Downtown Street Lighting Res. 13-6987 K.S.A. 12-685 et seq. $ 3,150,000.00 Ninth and Cloud Improvements Res. 13-7007 K.S.A. 12-685 et seq. 650 000.00 K.S.A. Total. $3,800,000.00 WHEREAS, the governing body of the Issuer is authorized by law to issue general obligation bonds to pay the costs of the Note Improvements; and WHEREAS, it is necessary for the Issuer to provide cash funds (from time to time) to meet its obligations incurred in constructing the Note Improvements prior to the completion thereof and the issuance of the Issuer's general obligation bonds, and it is desirable and in the interest of the Issuer that such funds be raised by the issuance of temporary notes of the Issuer; and WHEREAS, none of such temporary notes heretofore authorized have been issued and the Issuer proposes to issue its temporary notes to pay a portion of the costs of the Note Improvements; and WHEREAS, the Issuer has heretofore authorized certain internal improvements described as follows (the "Bond Improvements," and together with the Note Improvements, the "Improvements"): Project Description Magnolia Hills Subdivision Fire Station 41 East Magnolia Road Bicentennial Center North Ohio Grade Separation ; and WHEREAS, the Issuer desires to issue its general obligation bonds in order to permanently finance the costs of such Bond Improvements and to retire the following temporary notes of the Issuer, which were issued to temporarily finance a portion of the costs of the Bond Improvements (the "Refunded Notes"): Dated Series Date 2012-1 July 15, 2012 and Maturity Original Date Amount August 1, 2013 $1,485,000.00 WHEREAS, the Issuer has selected the firm of George K. Baum & Co., Kansas City, Missouri ("Financial Advisor"), as financial advisor for a series of general obligation bonds of the Issuer to be issued in order to provide funds to permanently finance the Bond Improvements and to retire the Refunded Notes, and a series of general obligation temporary notes of the Issuer to be issued in order to provide funds to temporarily finance the Note Improvements; and WHEREAS, the Issuer desires to authorize the Financial Advisor to proceed with the offering for sale of said general obligation bonds and general obligation temporary notes and related activities; and WHEREAS, one of the duties and responsibilities of the Issuer is to prepare and distribute a preliminary official statement relating to said general obligation bonds and general obligation temporary notes; and WHEREAS, the Issuer desires to authorize the Financial Advisor and Bond Counsel, in conjunction with the Clerk, to proceed with the preparation and distribution of a preliminary official statement and notice of sale and to authorize the distribution thereof and all other preliminary action necessary to sell said general obligation bonds and general obligation temporary notes. Estimated Ordinance/ Improvement Resolution No. Authority Fund Deposit Ord. 13-10687 K.S.A. 12-6a01 et seq. $262,704.31 Res. 09-6681 K.S.A. 12-1736 et seq. 810,000.00 Res. 11-6812 K.S.A. 12-685 et seq. 2,100,000.00 Res. 13-6988 K. S. A. 12-1736 et seg. 2,000,000.00 Res. 06-6237 K.S.A. 12-685 et seg. 100,653.00 Total: $5,273,357.31 WHEREAS, the Issuer desires to issue its general obligation bonds in order to permanently finance the costs of such Bond Improvements and to retire the following temporary notes of the Issuer, which were issued to temporarily finance a portion of the costs of the Bond Improvements (the "Refunded Notes"): Dated Series Date 2012-1 July 15, 2012 and Maturity Original Date Amount August 1, 2013 $1,485,000.00 WHEREAS, the Issuer has selected the firm of George K. Baum & Co., Kansas City, Missouri ("Financial Advisor"), as financial advisor for a series of general obligation bonds of the Issuer to be issued in order to provide funds to permanently finance the Bond Improvements and to retire the Refunded Notes, and a series of general obligation temporary notes of the Issuer to be issued in order to provide funds to temporarily finance the Note Improvements; and WHEREAS, the Issuer desires to authorize the Financial Advisor to proceed with the offering for sale of said general obligation bonds and general obligation temporary notes and related activities; and WHEREAS, one of the duties and responsibilities of the Issuer is to prepare and distribute a preliminary official statement relating to said general obligation bonds and general obligation temporary notes; and WHEREAS, the Issuer desires to authorize the Financial Advisor and Bond Counsel, in conjunction with the Clerk, to proceed with the preparation and distribution of a preliminary official statement and notice of sale and to authorize the distribution thereof and all other preliminary action necessary to sell said general obligation bonds and general obligation temporary notes. BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS, AS FOLLOWS: Section 1. The Issuer is hereby authorized to offer for sale the Issuer's General Obligation Internal Improvement Bonds, Series 2013-B (the "Bonds") and General Obligation Temporary Notes, Series 2013-1 (the "Notes," and together with the Bonds, the "Obligations") described in the Notice of Sale, which is hereby approved in substantially the form presented to the governing body on this date. Section 2. The Mayor and Clerk, in conjunction with the Financial Advisor and Bond Counsel, are hereby authorized to cause to be prepared a Preliminary Official Statement, and such officials and other representatives of the Issuer are hereby authorized to use such document in connection with the sale of the Obligations. Section 3. The Clerk, in conjunction with the Financial Advisor and Gilmore & Bell, P.C., Kansas City, Missouri ("Bond Counsel"), is hereby authorized and directed to give notice of sale of the Bonds by publishing a summary of the Notice of Bond Sale not less than 6 days before the date of the bond sale in a newspaper of general circulation in Saline County, Kansas, and the Kansas Register and by distributing copies of the Notice of Sale and Preliminary Official Statement to prospective purchasers of the Obligations. Proposals for the purchase of the Obligations shall be submitted upon the terns and conditions set forth in said Notice of Sale, and shall be delivered to the governing body at its meeting to be held on such date, at which meeting the governing body shall review such bids and shall award the sale of the Obligations or reject all proposals. Section 4. For the purpose of enabling the purchaser(s) of the Obligations (the "Purchaser(s)") to comply with the requirements of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"), the Mayor and Clerk or other appropriate officers of the Issuer are hereby authorized: (a) to approve the form of said Preliminary Oficial Statement and to execute the "Certificate Deeming Preliminary Official Statement Final" in substantially the form attached hereto as Exhibit A as approval of the Preliminary Official Statement, such official's signature thereon being conclusive evidence of such official's and the Issuer's approval thereof; (b) covenant to provide continuous secondary market disclosure by annually transmitting certain financial information and operating data and other information necessary to comply with the Rule to the Municipal Securities Rulemaking Board; and (c) take such other actions or execute such other documents as such officers in their reasonable judgment deem necessary to enable the Purchaser(s) to comply with the requirement of the Rule. Section 5. The Issuer agrees to provide to the Purchaser(s) within seven business days of the date of the sale of the Obligations or within sufficient time to accompany any confirmation that requests payment from any customer of the Purchaser(s), whichever is earlier, sufficient copies of the final Official Statement to enable the Purchaser(s) to comply with the requirements of the Rule and with the requirements of Rule G- 32 of the Municipal Securities Rulemaking Board. Section 6. The Mayor, Clerk and the other officers and representatives of the Issuer, the Financial Advisor and Bond Counsel are hereby authorized and directed to take such other action as may be necessary to carry out the sale of the Obligations. Such officials are also directed and authorized to make provision for payment and/or redemption of the Refunded Notes from proceeds of the Bonds and other available funds. Section 7. This Resolution shall be in full force and effect from and after its adoption. ADOPTED by the governing body on June 10, 2013. (SEAL) ATTEST: Clerk I MASTER\TRADITIONAI,\GOONDS\SALEDOCS (04-17-13) EXHIBIT A CERTIFICATE DEEMING PRELIMINARY OFFICIAL STATEMENT FINAL June 10, 2013 To: [Purchaser Name] [Purchaser City, State] [Purchaser Name] [Purchaser City, State] Re: Approximately $5,330,000 General Obligation Internal Improvement Bonds, Series 2013-B and $3,800,000 General Obligation Temporary Notes, Series 2013-1 The undersigned are the duly acting Mayor and Clerk of the City of Salina, Kansas (the "Issuer"), and are authorized to deliver this, Certificate to the addressee(s) (the "Purchaser(s)") on behalf of the Issuer. The Issuer has heretofore caused to be delivered to the Purchaser(s) copies of the Preliminary Official Statement (the "Preliminary Official Statement') relating to the above -referenced notes and bonds (the "Obligations"). For the purpose of enabling the Purchaser(s) to comply with the requirements of Rule 15c2 -12(b)(1) of the Securities and Exchange Commission (the "Rule"), the Issuer hereby deems the information regarding the Issuer contained in the Preliminary Official Statement to be final as of its date, except for the omission of such information as is permitted by the Rule, such as offering prices, interest rates, selling compensation, aggregate principal amount, principal per maturity, delivery dates, ratings, identity of the underwriters and other terms of the Obligations depending on such matters. CITY OF SALINA, KANSAS By: Title: Mayor By: Title: Clerk NOTICE OF SALE CITY OF SALINA, KANSAS $3,800,000 GENERAL OBLIGATION TEMPORARY NOTES SERIES 2013-1 $5,330,000 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES 2013-B (GENERAL OBLIGATION BONDS PAYABLE FROM UNLIMITED AD VALOREM TAXES) Bids. Written and electronic (as explained below) bids for the purchase of the above -referenced notes (the "Notes") and bonds (the "Bonds," and collectively with the Notes, the "Obligations") of the City of Salina, Kansas (the "Issuer") herein described will be received on behalf of the undersigned Clerk of the Issuer at the address. hereinafter set forth in the case of written bids, and via PARITY® in the case of electronic bids, on July 8, 2013 (the "Sale Date") until the following times (the "Submittal Hour'): SUBMITTAL HOUR SERIES (Central Time) Series 2013-1 Notes _ _ p.m. Series 2013-B Bonds _ _ p.m. All bids will be publicly evaluated at said time and place and the award of the Obligations to the successful bidders (the "Successful Bidders") will be acted upon by the governing body at its meeting to be held at 4:00 p.m. on the Sale Date. No oral or auction bids will be considered. Capitalized terms not otherwise defined herein shall have the meanings set forth in the hereinafter referenced Preliminary Official Statement relating to the Obligations. Terms of the Notes. The Notes will consist of fully registered notes in the denomination of $5,000 or any integral multiple thereof (the "Authorized Denomination'). The Notes will be dated July 15, 2013 (the "Dated Date"), and will become due on August 1, 2014. The Notes will bear interest from the Dated Date at rates to be determined when the Notes are sold as hereinafter provided, which interest will be payable at maturity. Place of Payment. The principal of and interest on the Notes will be payable in lawful money of the United States of America by check or draft of the Treasurer of the State of Kansas, Topeka, Kansas (the "Paying Agent" and "Note Registrar'). The principal of each Note and the interest thereon will be payable at maturity to the owners thereof whose names are on the registration books (the "Note Register') of the Note Registrar (the "Registered Owner') upon presentation and surrender at the principal office of the Paying Agent. Preliminary; subject to change as provided in "Adjustment of Issuc Size," herein. Note Registration. The Notes will be registered pursuant to a plan of registration approved by the Issuer and the Attorney General of the State of Kansas. The Issuer will pay for the fees of the Note Registrar for registration and transfer of the Notes and will also pay for printing a reasonable supply of registered note blanks. Any additional costs or fees that might be incurred in the secondary market, other than fees of the Note Registrar, will be the responsibility of the Registered Owners. Book -Entry -Only System. The Notes shall be initially registered in the name of Cede & Co., as the nominee of DTC and no beneficial owner will receive certificates representing their interests in the Notes. During the term of the Notes, so long as the book -entry -only system is continued, the Issuer will make payments of principal of, premium, if any, and interest on the Notes to DTC or its nominee as the Registered Owner of the Notes, DTC will make book -entry -only transfers among its participants and receive and transmit payment of principal of, premium, if any, and interest on the Notes to is participants who shall be responsible for transmitting payments to beneficial owners of the Notes in accordance with agreements between such participants and the beneficial owners. The Issuer will not be responsible for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. In the event that: (a) DTC determines not to continue to act as securities depository for the Notes, or (b) the Issuer determines that continuation of the book -entry -only form of evidence and transfer of ownership of the Notes would adversely affect the interests of the beneficial owners of the Notes, the Issuer will discontinue the book -entry -only form of registration with DTC. If the Issuer fails to identify another qualified securities depository to replace DTC, the Issuer will cause to be authenticated and delivered to the beneficial owners replacement Notes in the form of fully registered certificates. Reference is made to the Preliminary Official Statement for further information regarding the book -entry -only system of registration of the Notes and DTC. Redemption of Notes Prior to Maturity. The Notes are not subject to redemption prior to maturity. Authority, Purpose and Security. The Notes are being issued.pursuant to K.S.A. 10-123 and K.S.A. 12-685 et seq., as amended, and a resolution adopted by the governing body of the Issuer (the "Note Resolution') for the purpose of paying a portion of the cost of certain public improvements (the "Improvements"). The Notes shall be general obligations of the Issuer payable as to both principal and interest 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 irrevocably pledged for the prompt payment of the principal and interest on the Notes as the same become due. THE BONDS Terms of the Bonds. The Bonds will consist of fully registered bonds in the denomination of $5,000 or any integral multiple thereof (the "Authorized Denomination"). The Bonds will be dated July 15, 2013 (the "Dated Date"), and will become due in principal installments on October 1 in the years as follows: October 1 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Principal Amount October 1 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 Principal Amounts The Bonds will bear interest from the Dated Date at rates to be determined when the Bonds are sold as hereinafter provided, which interest will be payable semiannually on April I and October I in each year, beginning on April 1, 2014 (the "Interest Payment Dates"). Place of Payment. The principal of and interest on the Bonds will be payable in lawful money of the United States of America by check or draft of the Treasurer of the State of Kansas, Topeka, Kansas (the "Paying Agent" and `Bond Registrar"). The principal of each Bond will be payable at maturity or earlier redemption to the owner thereof whose name is on the registration books (the "Bond Register") of the Bond Registrar (the "Registered Owner") upon presentation and surrender at the principal office of the Paying Agent. Interest on each Bond will be payable to the Registered Owner of such Bond as of the fifteenth day (whether or not a business day) of the calendar month next preceding each Interest Payment Date (the "Record Date") (a) mailed by the Paying Agent to the address of such Registered Owner as shown on the Bond Register or at such other address as is furnished to the Paying Agent in writing by such Registered Owner; or (b) in the case of an interest payment to Cede & Co. or any Owner of $500,000 or more in aggregate principal amount of Bonds, by wire transfer to such Registered Owner upon written notice given to the Paying Agent by such Registered Owner, not less than 15 days prior to the Record Date for such interest, containing the wire transfer address to which such Registered Owner wishes to have such wire directed. Bond Registration. The Bonds will be registered pursuant to a plan of registration approved by the Issuer and the Attorney General of the State of Kansas (the "State"). The Issuer will pay for the fees of the Bond Registrar for registration and transfer of the Bonds and will also pay for printing a reasonable supply of registered bond blanks. Any additional costs or fees that might be incurred in the secondary market, other than fees of the Bond Registrar, will be the responsibility of the Owners. Book -Entry -Only System. The Bonds will initially be issued exclusively in "book entry" form and shall be initially registered in the name of Cede & Co., as the nominee of DTC and no beneficial owner will receive certificates representing their interests in the Bonds. During the term of the Bonds, so long as the book -entry -only system is continued, the Issuer will make payments of principal of, premium, if any, and interest on the Bonds to DTC or its nominee as the Registered Owner of the Bonds, DTC will make book - entry -only transfers among its participants and receive and transmit payment of principal of, premium, if any, and interest on the Bonds to its participants who shall be responsible for transmitting payments to beneficial owners of the Bonds in accordance with agreements between such participants and the beneficial owners. The Issuer will not be responsible for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. In the event that: (a) DTC determines not to continue to act as securities depository for the Bonds, or (b) the Issuer determines that continuation of the book -entry -only form of evidence and transfer of ownership of the Bonds would adversely affect the interests of the beneficial owners of the Bonds, the Issuer will discontinue the book -entry -only form of registration with DTC. If the Issuer fails to identify another qualified securities depository to replace DTC, the Issuer Preliminary; subject to change as provided in "Adjustment of Issue Size," herein. 3 will cause to be authenticated and delivered to the beneficial owners replacement Bonds in the form of fully registered certificates. Reference is made to the Official Statement for further information regarding the book -entry -only system of registration of the Bonds and DTC. Redemption of Bonds Prior to Maturity. General. Whenever the Issuer is to select Bonds for the purpose of redemption, it will, in the case of Bonds in denominations greater than the minimum Authorized Denomination, if less than all of the Bonds then outstanding are to be called for redemption, treat each minimum Authorized Denomination of face value of each such filly registered Bond as though it were a separate Bond in the minimum Authorized Denomination. Optional Redemption. At the option of the Issuer, Bonds maturing on October 1 in the years 2021, and thereafter, will be subject to redemption and payment prior to maturity on October 1, 2020, and thereafter, as a whole or in part (selection of maturities and the amount of Bonds of each maturity to be redeemed to be determined by the Issuer in such equitable manner as it may determine) at any time, at the redemption price of 100% (expressed as a percentage of the principal amount), plus accrued interest to the date of redemption. Mandatory Redemption. A bidder may elect to have all or a portion of the Bonds scheduled to mature in consecutive years issued as term bonds (the "Term Bonds") scheduled to mature in the latest of said consecutive years and subject to mandatory redemption requirements consistent with the schedule of serial maturities set forth above, subject to the following conditions: (a) not less than all the Bonds of the same serial maturity shall be converted to Term Bonds with mandatory redemption requirements; and (b) a bidder shall make such an election by completing the applicable paragraph on the Official Bid Form or completing the applicable information on PARITY®. Notice and Effect of Call for Redemption. Unless waived by any owner of Bonds to be redeemed, if the Issuer shall call any Bonds for redemption and payment prior to the maturity thereof, the Issuer shall give written notice of its intention to call and pay said Bonds to the Bond Registrar and the Successful Bidder. In addition, the Issuer shall cause the Bond Registrar to give written notice of redemption to the registered owners of said Bonds. Each of said written notices shall be deposited in United States first class mail not less than 30 days prior to the date fixed for redemption. All notices of redemption shall state the date of redemption, the redemption price, the Bonds to be redeemed, the place of surrender of Bonds so called for redemption and a statement of the effect of the redemption. The Issuer shall also give such additional notice as may be required by Kansas law or regulation of the Securities and Exchange Commission in effect as of the date of such notice. If any Bond be called for redemption and payment as aforesaid, all interest on such Bond shall cease from and after the date for which such call is made, provided funds are available for its payment at the price hereinbefore specified. Authority, Purpose and Security. The Bonds are being issued pursuant to K.S.A. 12-685 et seq., K.S.A. 12-6a01 et seq., K.S.A. 12-1736 et seg., all as amended, and an ordinance and a resolution adopted by the governing body of the Issuer (collectively the "Bond Resolution") for the purpose of paying a portion of the cost of certain public improvements (the "Improvements"). The Bonds shall be general obligations of the Issuer payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of said Improvements, and if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The full faith, credit and resources of the Issuer are irrevocably pledged for the prompt payment of the principal and interest on the Bonds as the same become due. THE NOTES AND THE BONDS 0 Adjustment of Issue Size. The Issuer reserves the right to increase or decrease the total principal amount of the Obligations, and the principal amount of any maturity depending on the purchase price and interest rates bid and the offering prices specified by the Successful Bidder(s). Such adjustments may be made in order to properly size the Obligations based on the required funding needs and offering prices and interest rates bid on the Obligations. The Successful Bidder may not withdraw its bid or change the interest rates bid as a result of any changes made to the principal amount of the Obligations or principal of any maturity as described herein, provided, however, that the total principal amount of the Notes or the Bonds will not be changed by more than 15% w/o the consent of the Successful Bidder(s). If there is an increase or decrease in the final aggregate principal amount of the Obligations or the schedule of principal payments as described above, the Issuer will notify the Successful Bidder by means of telephone or facsimile transmission, subsequently confirmed in writing, no later than 4:00 p.m., Central Time, on the Sale Date. The actual purchase price for the Obligations shall be calculated by applying the percentage of par value bid by the Successful Bidder against the final aggregate principal amount of the Obligations, as adjusted, plus accrued interest from the date of the Bonds to the date of delivery. Submission of Bids. Written bids must be made on forms which may be procured from the Clerk or the Financial Advisor and shall be addressed to the undersigned, and marked "Proposal for General Obligation Temporary Notes, Series 2013-1" or "Proposal for General Obligation Internal Improvement Bonds, Series 2013-8," as applicable. Written bids submitted by facsimile should not be preceded by a cover sheet and should be sent only once to (785)309-5738. Confirmation of receipt of facsimile bids may be made by contacting the Financial Advisor at the number listed below. Electronic bids via PARITY® must be submitted in accordance with its Rules of Participation, as well as the provisions of this Notice of Sale. If provisions of this Notice of Sale conflict with those of PARITY®, this Notice of Sale shall control. Bids must be received prior to the. Submittal Hour on the Sale Date accompanied by the Deposit (as hereinafter defined), which may be submitted separately, provided such Deposit is received by the Issuer prior to the Submittal Hour on the Sale Date. The Issuer shall not be responsible for any failure, misdirection or error in the means of transmission selected by any bidder. PARITY°. Information about the electronic bidding services of PARITY® may be obtained from i - Deal LLC at 1359 Broadway, 2nd Floor, New York, New York 10018, Phone No. (212) 849-5023. Conditions of Bids. Bids shall be submitted separately for each series of the Obligations. Proposals will be received on the Obligations bearing such rate or rates of interest as may be specified by the bidders, subject to the following conditions: For the Notes: Proposals will be received on the Notes bearing such rate of interest as may be specified by the bidders, subject to the following conditions: (a) the same rate shall apply to all Notes; (b) no interest rate may exceed a rate equal to the daily yield for the 10 -year Treasury Bond published by THE BOND. BUYER, in New York, New York, on the Monday next preceding the day on which the Bonds are sold, plus 6%; and (c) no supplemental interest payments will be considered. No bid for less than L_%] of the principal amount of the Notes and accrued interest thereon to the date of delivery will be considered. Each bid shall specify the total interest cost (expressed in dollars) during the term of the Notes on the basis of such bid, the discount, if any, the premium, if any, offered by the bidder, the net interest cost (expressed in dollars) on the basis of such bid, and an estimate of the TIC (as hereinafter defined) on the basis of such bid. For the Bonds: Proposals will be received on the Bonds bearing such rate or rates of interest as may be specified by the bidders, subject to the following conditions: (a) the same rate shall apply to all Bonds of the same maturity year; (b) no interest rate may exceed a rate equal to the daily yield for the 10 -year Treasury Bond published by THE BOND BUYER, in New York, New York, on the Monday next preceding the day on which the Bonds are sold, plus 6%; and (c) no supplemental interest payments will be considered; and (d) each interest rate specified shall be a multiple of 1/8 or 1/20 of 1%. [Rates are not required to be in level or ascending order, however, the rate for any maturity cannot be more than 1% lower than the highest rate of any of the preceding maturities.] No bid for less than %] of the principal amount of the Notes and 5 accrued interest thereon to the date of delivery will be considered. Each bid shall specify the total interest cost (expressed in dollars) during the term of the Notes on the basis of such bid, the discount, if any, the premium, if any, offered by the bidder, the net interest cost (expressed in dollars) on the basis of such bid, and an estimate of the TIC (as hereinafter defined) on the basis of such bid. For All Obligations: Each bidder shall certify to the Issuer the correctness of the information contained on the Official Bid Form; the Issuer will be entitled to rely on such certification. Each bidder agrees that, if it is awarded the Notes or the Bonds, it will provide the certification as to initial offering prices described under the caption "Certification as to Offering Price" in this Notice. Good Faith Deposit. Each bid for the Bonds shall be accompanied by a good faith deposit (the "Deposit") as follows: For the Notes: A good faith deposit will not be required for the Notes. For the Bonds: Each bid for a series of the Bonds shall be accompanied by a Deposit payable to the order of the Issuer to secure the Issuer from any loss resulting from the failure of the bidder to comply with the terns of its bid. The amount of the Deposit for the Bonds shall be $106,700. The Deposit, which must he receiver! by the Issuer prior to the Suhmittu/ Hour, may be submitted in any of the following forms: (a) Certified or cashier's check drawn on a bank located in the United States of America; (b) financial surety bond as hereinafter described (the "Surety Bond"); or (c) wire transfer in Federal Reserve funds, immediately available for use by the Issuer (wire transfer information may be obtained from the Financial Advisor at the addresses set forth below). Contemporaneously with the submission of a wire transfer Deposit, such bidder shall send an email to the Issuer and the Financial Advisor at the email address set forth below, including the following information: (a) notification that a wire transfer has been made; (b) the amount of the wire transfer; and (c) return wire transfer instructions in the event such bid is unsuccessful. All Surety Bonds must be from an insurance or surety company rated "AA" by Standard and Poor's Ratings Services, a division of The McGraw Hill Companies, Inc., or "Aa" by Moody's Investors Service and licensed to issue such a surety bond in the State. The Surety Bond must identify each bidder whose deposit is guaranteed by such Surety Bond. Good Faith checks submitted by unsuccessful bidders will be returned; wire transfer Deposits submitted by unsuccessful bidders will not be accepted or shall be returned in the same manner received on the next business day following the Sale Date. The Issuer reserves the right to withhold reasonable charges for any fees or expenses incurred in returning a wire transfer Deposit. If the sale of the Obligations is awarded to a bidder utilizing a Surety Bond, the Successful Bidder is required to submit to the Issuer a cashier's or certified check or wire transfer of immediately available federal funds to such financial institution requested by the Issuer, not later than 2:00 p.m., Central Time on the next business day following the Sale Date. If such funds are not received by such time, the Surety Bond may be drawn on by the Issuer to satisfy the Deposit requirement. No interest on the Deposit will be paid by the Issuer. If a bid is accepted, the Deposit, or the proceeds thereof, will be held by the Issuer until the Successful Bidder has complied with all of the terms and conditions of this Notice at which time the amount of said Deposit shall be returned to the Successful Bidder or deducted from the purchase price at the option of the Issuer. If a bid is accepted but the Issuer fails to deliver the Bonds to the Successful Bidder in accordance with the terms and conditions of this Notice, said Deposit, or the proceeds thereof, will be returned to the Successful Bidder. If a bid is accepted but the bidder defaults in the performance of any of the terms and conditions of this Notice, the proceeds of such Deposit will be retained by the Issuer as and for liquidated damages. Basis of Award. 11 For the Bonds: Subject to the timely receipt of the Deposit for the Bonds as set forth above, the award of the Bonds will be made on the basis of the lowest true interest cost ("TIC"), which will be determined as follows: the TIC is the discount rate (expressed as a per annum percentage rate) which, when used in computing the present value of all payments of principal and interest to be paid on the Bonds, from the payment dates to the Dated Date, produces an amount equal to the price bid, including any adjustments for premium or discount, if any. Present value will be computed on the basis of semiannual compounding and a 360 -day year of twelve 30 -day months. Bidders are requested to provide a calculation of the TIC for the Bonds on the Official Bid Form, computed as specified herein on the basis of their respective bids, which shall be considered as informative only and not binding on either the Issuer or the bidder. The Issuer or its Financial Advisor will verify the TIC based on such bids. If there is any discrepancy between the TIC specified and the bid price and interest rates specified, the specified bid price and interest rates shall govern and the TIC specified in the bid shall be adjusted accordingly. If two or more proper bids providing for identical amounts for the lowest TIC are received, the governing body of the Issuer will determine which bid, if any, will be accepted, and its determination is final. For the Notes: The award of the Notes will be made on the basis of the lowest net interest cost (expressed in dollars), which will be determined by subtracting the amount of the premium bid, if any, from or adding the amount of the discount bid, if any, to the total interest cost to the Issuer. If there is any discrepancy between the net interest cost specified and the interest rate and premium/discount specified, the interest rate and premium/discount specified shall govern and the net interest cost specified in the bid shall be adjusted accordingly. If two or more proper bids providing for identical amounts for the lowest net interest cost are received, the governing body of the Issuer will determine which bid, if any, will be accepted, and its determination is final. For All Obligations: The Issuer reserves the right to reject any and/or all bids and to waive any irregularities in a submitted bid. Any bid received after the Submittal Hour on the Sale Date will be returned to the bidder. Any disputes arising hereunder shall be governed by the laws of the State, and any party submitting a bid agrees to be subject to jurisdiction and venue of the federal and state courts within Kansas with regard to such dispute. The Issuer's acceptance, including electronic acceptance through PARITY®, of the Successful Bidder's proposal for the purchase of the Obligations in accordance with this Notice of Sale shall constitute a contract between the Issuer and the Successful Bidder for the purposes of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule") and Rule G-32 of the Municipal Securities Rulemaking Board ("Rule G- 32") and a bond purchase agreement for purposes of the laws of the State. Bond Ratings. The outstanding general obligation temporary notes of the Issuer are rated "MIGI" by Moody's Investors Service and the outstanding general obligation bonds of the Issuer are rated "Aa2" by Moody's Investors Service. The Issuer has applied to Moody's Investors Service for a rating on the Obligations herein offered for sale. Optional Bond Insurance. The Issuer has not applied for any policy of municipal bond insurance with respect to the Obligations. If the Obligations qualify for municipal bond insurance, and any bidder desires to purchase such policy, such indication and the name of the desired insurer must be set forth on the bidder's Official Bid Form. The Issuer specifically reserves the right to reject any bid specifying municipal bond insurance, even though such bid may result in the lowest bid to the Issuer. All costs associated with the issuance of such policy and associated ratings and expenses (other than any independent rating requested by the Issuer) shall be paid by the Successful Bidder. Failure of the municipal bond insurer to issue the policy after the award of the Obligations shall not constitute cause for failure or refusal by the Successful Bidder to accept delivery of the Obligations. 7 CUSIP Numbers. CUSIP identification numbers will be assigned and printed on the Obligations, but neither the failure to print such number on any Obligation nor any error with respect thereto shall constitute cause for failure or refusal by the purchaser thereof to accept delivery of and pay for the Obligations in accordance with the terms of this Notice. All expenses in relation to the assignment and printing of CUSIP numbers on the Obligations will be paid by the Issuer. Delivery and Payment. The Issuer will pay for preparation of the Obligations and will deliver the Obligations properly prepared, executed and registered without cost on or about JULY 15, 2013 (the "Closing Date"), to DTC for the account of the Successful Bidder. The Successful Bidder will be furnished with a certified transcript of the proceedings evidencing the authorization and issuance of the Obligations and the usual closing documents, including a certificate that there is no litigation pending or threatened at the time of delivery of the Obligations affecting their validity and a certificate regarding the completeness and accuracy of the Official Statement. Payment for the Obligations shall be made in federal reserve funds, immediately available for use by the Issuer. The Issuer will deliver one Obligation of each maturity registered in the nominee name of DTC. Reoffering Prices. To provide the Issuer with information necessary for compliance with Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), the Successful Bidder will be required to complete, execute and deliver to the Issuer prior to the delivery of the Obligations, a written certification (the "Issue Price Certificate") containing the following: (a) the initial offering price and interest rate for each maturity of the Obligations; (b) that all of the Obligations were offered to the public in a bona fide public offering at the initial offering prices on the Sale Date; and (c) on the Sale Date the Successful Bidder reasonably expected that at least 10% of each maturity of the Obligations would be sold to the "public" at prices not higher than the initial offering prices. For purposes of the preceding sentence "public" means persons other than bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters or wholesalers. However, such Issue Price Certificate may indicate that the Successful Bidder has purchased the Obligations for its own account in a capacity other than as an underwriter or wholesaler, and currently has no intent to reoffer the Obligations for sale to the public. Subsequent to the Submittal Hour, such initial offering prices to the public shall be provided to the Issuer or the Financial Advisor not more than 20 minutes after requested by the Issuer or Use Financial Advisor. At the request of the Issuer, the Successful Bidder will provide information explaining the factual basis for the Successful Bidder's Issue Price Certificate. This agreement by the Successful Bidder to provide such information will continue to apply after the Closing Time if: (a) the Issuer requests the information in connection with an audit or inquiry by the Internal Revenue Service (the "IRS") or the Securities and Exchange Commission (the "SEC") or (b) the information is required to be retained by the Issuer pursuant to future regulation or similar guidance from the IRS, the SEC or other federal or state regulatory authority. Preliminary Official Statement and Official Statement. The Issuer has prepared a Preliminary Official Statement dated June 10, 2013, "deemed final" by the Issuer except for the omission of certain information as provided in the Rule, copies of which may be obtained from the Clerk or from the Financial Advisor. Upon the sale of the Obligations, the Issuer will adopt the final Official Statement and will furnish the Successful Bidder, without cost, within seven business days of the acceptance of the Successful Bidder's proposal, with a sufficient number of copies thereof, which may be in electronic format, in order for the Successful Bidder to comply with the requirements of the Rule and Rule G-32. Additional copies may be ordered by the Successful Bidder at its expense. . Continuing Disclosure. In the Note Resolution and the Bond Resolution, the Issuer has covenanted to provide annually certain financial information and operating data and other information necessary to comply with the Rule, and to transmit the same to the Municipal Securities Rulemaking Board. This covenant is for the benefit of and is enforceable by any Registered Owner of the Obligations. For further 8 information, reference is made to the caption "CONTINUING DISCLOSURE" in the Preliminary Official Statement. Assessed Valuation and Indebtedness. The total assessed valuation of the taxable tangible property within the Issuer for the year 2012 is as follows: Equalized Assessed Valuation of Taxable Tangible Property.............................................................. $403,850,282 Tangible Valuation of Motor Vehicles .................................................. 47,553 744 Equalized Assessed Tangible Valuation for Computation of Bonded Debt Limitations ................................. $451,404,026 The total general obligation indebtedness of the Issuer as of the Dated Date, including the Obligations being sold, is $63,935,000. Legal Opinion. The Obligations will be sold subject to the approving legal opinion of Gilmore & Bell, P.C., Kansas City, Missouri, Bond Counsel, which opinion will be famished and paid for by the Issuer, will be printed on the Obligations, if the Obligations are printed, and will be delivered to the Successful Bidder when the Obligations are delivered. Said opinion will also include the opinion of Bond Counsel relating to the interest on the Obligations being excluded from gross income for federal income tax purposes and exempt from income taxation by the State. Reference is made to the Preliminary Official Statement for further discussion of federal and Kansas income tax matters relating to the interest on the Obligations. Additional Information. Additional information regarding the Obligations may be obtained from the undersigned, or from the Financial Advisor, at the addresses set forth below: DATED: June 10, 2013. CITY OF SALINA, KANSAS By Lieu Ann Elsey, Clerk Written and Facsimile Bid and Good Faith Deposit Delivery Address: Rod Franz, Finance Director City of Salina, Kansas 300 West Ash Salina, Kansas 67402 Phone No.: (785)309-5735 Fax No.: (785)309-5738 Email: rod.franz@salina.org Financial Advisor: George K. Baum & Company 4801 Main Street, Suite 500 Kansas City, Missouri 64112 Attn: David Arteberry PhoneNo.: (816)474-1100 Fax No.: (816)283-5326 Email: arteberry@gkbaum.com L SUMMARY NOTICE OF BOND SALE $5,330,000 CITY OF SALINA, KANSAS GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2013-B (GENERAL OBLIGATION BONDS PAYABLE FROM UNLIMITED AD VALOREM TAXES) Bids. Subject to the Notice of Sale dated June 10, 2013, written and electronic bids will be received on behalf of the Clerk of the City of Salina, Kansas (the "Issuer") in the case of written bids, at the address set forth below, and in the case of electronic bids, through PARITIio until _ _, p.m. Central Time, on JULY 8, 2013 for the purchase of the above -referenced bonds (the "Bonds"). No bid of less than [100%][ %] of the principal amount of the Bonds and accrued interest thereon to the date of delivery will be considered. Bond Details. The Bonds will consist of fully registered bonds in the denomination of $5,000 or any integral multiple thereof. The Bonds will be dated July 15, 2013, and will become due on October 1 in the years as follows: Principal October 1 Amount 2014 $ 2015 2016 2017 2018 2019 2020 2021 2022 2023 Principal October 1 Amount 2024 $ 2025 2026 2027 2028 2029 2030 2031 2032 2033 The Bonds will bear interest from the date thereof at rates to be determined when the Bonds are sold as hereinafter provided, which interest will be payable semiannually on April I and October 1 in each year, beginning on April 1, 2014. Book -Entry -Only System. The Bonds shall be registered under a book -entry -only system administered through DTC. Paying Agent and Bond Registrar. Treasurer of the State of Kansas, Topeka, Kansas. Good Faith Deposit. Each bid shall be accompanied by a good faith deposit in the form of a cashier's or certified check drawn on a bank located in the United States of America, a qualified financial surety bond or a wire transfer in Federal Reserve funds immediately available for use by the Issuer in the amount of $106,700. Delivery. The Issuer will pay for preparation of the Bonds and will deliver the same properly prepared, executed and registered without cost to the successful bidder on or about July 15, 2013, to DTC for the account of the successful bidder. Assessed Valuation and Indebtedness. The Equalized Assessed Tangible Valuation for Computation of Bonded Debt Limitations for the year 2012 is $451,404,026. The total general obligation indebtedness of the Issuer as of the Dated Date, including the Bonds being sold, is $63,935,000. Approval of Bonds. The Bonds will be sold subject to the legal opinion of Gilmore & Bell, P.C., Kansas City, Missouri, Bond Counsel, whose approving legal opinion as to the validity of the Bonds will be furnished and paid for by the Issuer, printed on the Bonds and delivered to the successful bidder as and when the Bonds are delivered. Additional Information. Additional information regarding the Bonds may be obtained from the undersigned, or from the Financial Advisor at the addresses set forth below: DATED: June 20, 2013. Written and Facsimile Bid and Good Faith Deposit Delivery Address: Rod Franz, Finance Director 300 West Ash Salina, Kansas 67402 Phone No.: (785)309-5735 Fax No.: (785)309-5738 Email: rod.franz@salina.org Financial Advisor: George K. Baum & Company 4801 Main Street, Suite 500 Kansas City, Missouri 64112 Attn: David Arteberry Phone No.: (816)474-1100 Fax No.: (816)283-5326 Email: arteberry@gkbaum.com TITLE OF DOCUMENT NUMBER OF PAGES KANSAS RE61STER DOCUMENT NO. (Above space for Register Office Use) Submission Form Municipal Bond Sale Notice (K.S.A. 10-106 as amended) SUMMARY NOTICE OF BOND SALE Re: City of Salina, Kansas, General Obligation Internal Improvement Bonds, Series 2013-B, Dated July 15, 2013. DESIRED PUBLICATION DATE June 20, 2013 BILL TO: Lieu Ann Elsey, Clerk 300 West Ash Salina, Kansas 67402 Please forward 3 Affidavits of Publication of same to Julie Cassmeyer, Gilmore & Bell, P.C., 2405 Grand Blvd., Suite 1100, Kansas City, MO 64108 at your earliest opportunity. Any questions regarding this document should be directed to: NAME Gina M. Riekhof PHONE 816 221-1000 Certification I hereby certify that I have reviewed the attached and herein described document, and that it conforms to all applicable Kansas Register publication guidelines. I further certify that submission of this item for publication in the Kansas Register is authorized by the municipality which has issued the notice. Authorized Signature Typed Name of Signer Position TRANSMIT TO: Kansas Register; Secretary of State; State Capitol, Topeka, KS 66612 PHONE: (785) 296-3489; FAX: (785) 291-3051; EMAIL: nancyrna kssos.or¢ THIS SPACE FOR REGISTER OFFICE USE ONLY OFFICIAL BID FORM PROPOSAL FOR THE PURCHASE OF CITY OF SALINA, KANSAS GENERAL OBLIGATION TEMPORARY NOTES TO: Lieu Ann Elsey, Clerk July City of Salina, Kansas For $3,800,000 principal amount of General Obligation Temporary Notes, Series 2013-1, of the City of Salina, Kansas, to be dated July 15, 2013, as described in your Notice of Sale dated June 10, 2013, said Notes to bear interest as follows: Maturity Principal Interest August I Amount* Rate 2014 $3,800,000 % the undersigned will pay the purchase price for the Notes set forth below, plus accrued interest to the date of delivery. PrincipalAmount....................................................................................................................................$3,800,000.00' [Less Discount (not to exceed [S[I %j) ..................................................... 1 PlusPremium (if any)......................................................................................................... TotalPurchase Price..................................................................................................I.... $ Total interest cost to maturity at the rate(s) specified..................................................... $ Netinterest cost............................................................................................................... $ AverageAnnual Net Interest Cost.................................................................................................... This proposal is subject to all terms and conditions contained in said Notice of Note Sale, and if the undersigned is the Successful Bidder, the undersigned will comply with all of the provisions contained in said Notice. The acceptance of this proposal by the Issuer shall constitute a contract between the Issuer and the Successful Bidder for purposes of complying with Rule 15c2-12 of the Securities and Exchange Commission. (LIST ACCOUNT MEMBERS ON REVERSE) Submitted by: 0 Telephone No. ACCEPTANCE Pursuant to action duly taken by the Governing Body of the City of Salina, Kansas, the above proposal is hereby accepted on July 8, 2013. Attest: Clerk Mayor NOTE: No additions or alterations in the above proposal form shall be made, and any erasures may cause rejection of any bid. Sealed bids may be filed with the Clerk, Lieu Ann Elsey, 300 West Ash, Salina, Kansas 67402, facsimile bids may be filed with the Clerk, Fax No. (785)3095738 or electronic bids may be submitted via PARITY, at or prior to p.m., Central Time, on July 8, 2013. Any bid received after such time will not be accepted or shall be returned to the bidder. Preliminary: subject to change as described in the Notice of Sale. OFFICIAL BID FORM PROPOSAL FOR TIME PURCI-IASE OF CITY OF SALINA, KANSAS GENERAL OBLIGATION INTERNAL IMPROVEML'NI' BONDS TO: Lieu Ann Elsey, Clerk July 8, 2013 City of Salina, Kansas For $5,330,000 principal amount of General Obligation Internal Improvement Bonds, Series 2013-B, of the City of Salina, Kansas, to be dated July 15, 2013, as described in the Notice of Sale dated June 10, 2013, said Bonds to bear interest as follows: Stated Annual Stated Maturity Principal Rate of Maturity October I Amount' Interest October 1 2014 $ % 2024 2015 % 2025 2016 % 2026 2017 % 2027 2018 % 2028 2019 % 2029 2020 % 2030 2021 % 2031 2022 % 2032 2023 % 2033 Principal Amount Annual Rate of Interest the undersigned will pay the purchase price for the Bonds set forth below, plus accrued interest to the date of delivery. PrincipalAmount.................................................................................................................................... jLess Discount (not to exceed [$ 1%])........................................................................ PlusPremium (if any)............................................................................................................................. TotalPurchase Price........................................................................................................................... $ ............ $5.330.000.00 Total interest cost to maturity at the rates specified....................................................................... $ Net interest cost (adjusted for jDiscount and/or] Premium) _._._._ ..................................... $ TrueInterest Cost.................................................................................................................................................... % ❑ The Bidder elects to have the following Term Bonds: Maturity Date Years Amount* October 1, to $ October 1, to $ *subject to mandatory redemption requirements in the amounts and at the times shown above. 'Ibis proposal is subject to all terms and conditions contained in said Notice of Sale, and ifthe undersigned is the Successful Bidder, the undersigned will comply with all of the provisions contained in said Notice. A cashier's or certified check, a wire transfer or a qualified financial surety bond in the amount of $106,700 payable to the order of the Issuer, accompanies this proposal as an evidence of good faith. The acceptance of this proposal by the Issuer shall constitute a contract between the Issuer and the Successful Bidder for purposes of complying with Rule 15c2-12 of the Securities and Exchange Commission and a bond purchase agreement for purposes of the laws of the State of Kansas. (LIST ACCOUNT MEMBERS ON REVERSE) Submitted by: By: Telephone No. ACCEPTANCE Preliminary; subject to change as described in the Notice of Sale Pursuant to action duly taken by the Governing Body of the City of Selina, Kansas, the above proposal is hereby accepted on July 8, 2013. Attest: Clerk Mayor NOTE: No additions or alterations in the above proposal form shall be made, and any erasures may cause rejection of any bid. Scaled bids may be filed with the Clerk, Licu Ann Elsey, 300 West Ash, Salina, Kansas 67402, facsimile bids may be filed with the Clerk, Fax No. (785)309-5738 or electronic bids may be submitted via PAR/T)*, at or prior to p.m., Central Time, on July 8. 2013. Any bid received after such time will not be accepted or shall be returned to the bidder.