Temporary Bond Note WNW
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REGISTERED REGISTERED
NUALffER R-1 S3,800,000.00
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
..cwistered owner hereof, Cede & Co., has an interest herein.
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UNITED STATES OF
• STATE OF KANSAS
• COUNTY OF SALINE
•• •• ,C CITI'OFSALINA—]
GENERAL OBLIGATION TEMPORARY NOTE
• • SERIES 2013-1
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Interest. Maturity Dated CUSIP: O
•Rate: Date: August 1, 2014 Date: July 15, 2013 794743 4B7 o Z
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REGISTERED OWNER: CEDE & CO. 0
PRINCIPAL AMOUNT: THREE MILLION EIGHT HUNDRED THOUSAND DOLLARS
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KNOW ALL PERSONS BY THESE PRESENTS: That the City of Salina, in the County of Z
Saline, State of Kansas (the "Issuer"), for value received, hereby acknowledges itself to be indebted and 7.11 0
promises to pay to the Registered Owner shown above, or registered assigns, but solely from the source ft< 73
and in the manner herein specified, the Principal Amount shown above on the Maturity Date shown N
above, and to pay interest thereon at the Interest Rate per annum shown above(computed on the basis of a m Z
360-day year of twelve 30-day months), from the Dated Date shown above, or from the most recent date 0
to which interest has been paid or duly provided for, payable at maturity until the Principal Amount has C
been paid.
Method and Place of Payment. The principal and interest thereon of this Note shall be paid at -<
maturity to the person in whose name this Note is registered at the maturity date thereof, upon
presentation and surrender of this Note at the principal office of the Treasurer of the State of Kansas, CO
Topeka, Kansas (the "Paying Agent" and "Note Registrar"). Such amounts shall be payable (a) by check 0
or draft mailed by the Paying Agent to the address of such Registered Owner shown on the Note 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 a payment to Cede& Co. by electronic transfer to such Owner upon written notice given to
the Note 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 of
and interest on the Notes shall be payable in any coin or currency that, on the respective dates of payment
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thereon'is legal tender for the payment of public and private debts. Interest not punctually paid will be
paid the manner established in the within defined Note Resolution.
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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 2013-1," aggregating the principal amount of
S3,800,000 (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.jncluding K.S.A. 10-123, and K.S.A. 12-685 et seq., as amended, and all other provisions of the
laws iethe State of Kansas applicable thereto.
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• Oeneraj•Obijgations. The Notes constitute 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 wIlera:it taxes which may be levied without limitation as to rate or amount upon all the taxable tangible
• propmttg,real a:d•M1onal, within the territorial limits of the Issuer. The full faith, credit and resources
of theJssder are hereby pledged for the payment of the principal of and interest on this Note and the issue
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• • of which it is a par:asshe same respectively become due.
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• 'Redemption Prior to Maturity. The Notes are not subject to redemption prior to maturity.
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••••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 redemption premium payments to participants of the Securities Depository, and transfer of principal,
interest and any redemption premium payments to beneficial owners of the Notes by participants of the
Securities Depository will be the responsibility of such participants and other nominees of such beneficial
owners. The Issuer and the Note Registrar will not be responsible or liable for such transfers of payments
or for maintaining, supervising or reviewing the records maintained by the Securities Depository, the
Securities Depository nominee, its participants or persons acting through such participants. While the
Securities Depository nominee is the owner of this Note, notwithstanding the provision hereinabove
contained, payments of principal of, redemption premium, if any, and interest on this Note shall be made
in accordance with existing arrangements among the Issuer, the Note Registrar and the Securities
Depository.
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
SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR
SECURITIES DEPOSITORY. This Note may be transferred or exchanged, as provided in the Note
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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.
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...Authentication. This Note shall not be valid or become obligatory for any purpose or be entitled
,••••ho any security qr begefit under the hereinafter defined Note Resolution until the Certificate of
Authentication and Registration hereon shall have been lawfully executed by the Note Registrar.
• • ••tr;S HEf2EBY DECLARED AND CERTIFIED that all acts, conditions, and things required
to be (Mime and to exist precedent to and in the issuance of this Note have been properly done and .
performed and do >ryst ;n due and regular form and manner as required by the Constitution and laws of
the Stawpf•Cansas, and that the total indebtedness of the Issuer, including this series of notes, does not
exceed an;'.constitutional or statutory limitation.
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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.
CITY OF SALINA,KANSAS
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Mayor
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Clerk
This General Obligation Temporary Note shall not be negotiable unless and until countersigned
below following registration by the Treasurer of the State of Kansas.
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• • Clerk
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0o CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This Note is one of a series of General Obligation Temporary Notes, Series 2013-1, of the City of
Salina, Kansas, described in the within-mentioned Note Resolution.
Registration Date JUL 2 5 2013
Office of the State Treasurer,
Topeka, Kansas,
as Note Registrar and Paying Agent
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By
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• "'RegistrationNumber:X0;22-085-071513-851
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CERTIFICATE OF CLERK
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STATEOPKANSAS )
) SS.
COUN-f 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, 2013.
WITNESS my hand and official seal.
. • .-- cputtiku L.)
_.". = 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 the office of the State Treasurer, and
that this Note was registered in such office according to law on JUL 2 5 2013 .
WITNESS my hand and official seal. /
(Seal) /� _ By:
•//-:,.. ��. mss., Treasurer of the State of Kansas
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NOTE ASSIGNMENT
FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer to
(Name and Address)
(Social Security or Taxpayer Identification No.)
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the•N.,jc:to which this assignment is affixed in the outstanding principal amount of S
.... standing. in the•dddie.ofthe undersigned on the books of the Note Registrar. The undersigned do(es)
hereby irreyocal�'•cognstitute and appoint as agent to transfer said Note on the
bodi•af:aid Npte Registrar with full power of substitution in the premises.
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Dated.••
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Social Security or
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Taxpayer Identification No.
Signature (Sign here exactly as name(s)
appear on the face of Certificate)
• Signature guarantee:
By
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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
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Governing Body
City;bfSajina K,3'nsas
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•• Jefferies LLC
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New YgrrC•New York
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...lie: $3,800,000 General Obligation Temporary Notes, Series 2013-1, of the City of
Salina, Kansas,Dated July 15, 2013
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:
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1. The Notes have been duly authorized, executed and delivered by the Issuer and are valid
and legally binding general obligations of the Issuer.
2. The Notes are payable as to both principal and interest from 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 Issuer is required by law to include in its annual tax levy the principal and interest coming due on the
Notes to the extent that necessary funds are not provided from other sources.
3. The interest on the Notes (including any original issue discount properly allocable to an
owner of a note) is: (a) excludable 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 earnings for the purpose of
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compimng the alternative minimum tax imposed on certain corporations. The opinions set forth in this
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paragraph are subject.to the condition that the Issuer complies 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 that interest thereon be, or continue to be, excludable 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 are "qualified
tax-exempt obligations" within the meaning of Code § 265(b)(3). 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 Kangas.
•:We express no opinion regarding the accuracy, completeness or sufficiency of the Official
Stat€x ikt or other offering material relating to the Notes (except to the extent, if any, stated in the
Offisin}F:atementl..further, we express no opinion regarding tax consequences arising with respect to
.••••. the Notes other than agexpressly set forth in this opinion.
••••nre riggtts of the owners of the Notes and the enforceability thereof may be •limited by
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• • banisnptcy, inselvency, reorganization, moratorium and other similar laws affecting creditors' rights
genet-Illy and bx eq}iijable 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
opunon to reflect any facts or circumstances that may come to our attention or any changes in law that
majj;pt after the date of this opinion.
GILMORE&BELL, P.C.
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