00-5619 Issue BondsCay 1,V0 kl.,a
GILMORE & BELL, P.C.
Draft — July 6, 2000
Document No. K104846.03\Res1
RESOLUTION NO. 00-5619
OF
CITY OF SALINA, KANSAS
ADOPTED
JULY 10, 2000
$3,885,000
GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS
SERIES 2000-A
ConsminateaSa.
RESOLUTION
TABLE OF CONTENTS
Paae
Title.................................................................................................................... 1
Recitals............................................................................................................... 1
ARTICLE I
DEFINITIONS
Section 101. Definitions of Words and Terms....................................................................... 1
ARTICLE II
DETAILS OF THE BONDS
Section 201.
Authorization of the Bonds................................................................................ 4
Section 202.
Description of the Bonds................................................................................... 4
Section 203.
Designation of Paying Agent and Bond Registrar ............................................. 4
Section 204.
Method and Place of Payment of the Bonds ...................................................... 4
Section 205.
Method of Execution and Authentication of the Bonds .................................... 5
Section 206.
Registration, Transfer and Exchange of Bonds ................................................. 5
Section 207.
Surrender and Cancellation of Bonds................................................................ 6
Section 208.
Mutilated, Lost, Stolen or Destroyed Bonds ..................................................... 6
Section 209.
Temporary Bonds............................................................................................... 6
Section 210.
Delivery of the Bonds........................................................................................ 7
Section 211.
Book -Entry Bonds; Securities Depository ......................................................... 7
ARTICLE III
REDEMPTION OF THE BONDS
Section 301. Optional Redemption......................................................................................... 8
Section 302. Selection of Bonds to be Redeemed.................................................................. 8
Section 303. Notice of Redemption........................................................................................ 8
Section 304. Effect of Call for Redemption........................................................................... 9
ARTICLE IV
ESTABLISHMENT OF FUNDS AND ACCOUNTS
Section 401. Creation of Funds and Accounts........................................................................ 9
Section 402. Administration of Funds and Accounts............................................................. 10
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ARTICLE V
APPLICATION OF BOND PROCEEDS
Section 501. Disposition of Bond Proceeds............................................................................ 10
Section 502. Withdrawals from the Improvement Fund ........................................................ 10
Section 503. Surplus in the Improvement Fund..................................................................... 10
ARTICLE VI
PAYMENT OF THE BONDS
Section 601. Application of Moneys in the Principal and Interest Account .......................... 10
Section 602. Transfer of Funds to Paying Agent.................................................................... 10
Section 603. Surplus in Principal and Interest Account......................................................... 11
ARTICLE VII
DEPOSITS AND INVESTMENT OF FUNDS
Section701. Deposits.............................................................................................................. 11
Section 702. Investments........................................................................................................ 11
ARTICLE VIII
DEFAULT AND REMEDIES
Section801. Remedies............................................................................................................ 11
Section 802. Limitation on Rights of Bondowners................................................................. 12
Section 803. Remedies Cumulative........................................................................................ 12
ARTICLE IX
AMENDMENTS
Section 901. Amendments...................................................................................................... 12
Section 902. Written Evidence of Amendments..................................................................... 13
ARTICLE X
DEFEASANCE
Section 1001. Defeasance......................................................................................................... 13
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ARTICLE XI
Section 1101. Disclosure Requirements................................................................................... 14
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 1201.
Preliminary Official Statement and Official Statement .....................................
14
Section 1202.
Rebate Covenants...............................................................................................
14
Section1203.
Severability........................................................................................................
14
Section 1204.
Further Authority...............................................................................................
15
Section 1205.
Governing Law..................................................................................................
15
Section1206.
Effective Date....................................................................................................
15
0
Adoption............................................................................................................
15
Signaturesand Seal............................................................................................
15
Exhibit A - Bond Form
Exhibit B — Continuing Disclosure Instructions
C111.d1t1d Selene
RESOLUTION NO. 00-5619
A RESOLUTION PRESCRIBING THE FORM AND DETAILS OF AND
AUTHORIZING THE DELIVERY OF $3,885,000 PRINCIPAL AMOUNT OF
GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS, SERIES 2000-A,
OF THE CITY OF SALINA, KANSAS, PREVIOUSLY AUTHORIZED BY
ORDINANCE NO. 00-9989 OF THE CITY; AND MAKING CERTAIN COVENANTS
WITH RESPECT THERETO.
WHEREAS, the City has adopted the Ordinance authorizing the issuance of the Bonds; and
WHEREAS, the Ordinance authorized the governing body of the City to adopt a resolution
prescribing certain details and conditions and to make certain covenants with respect to the issuance of
the Bonds;
NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF
SALINA, KANSAS, AS FOLLOWS:
ARTICLE I
DEFINITIONS
Section 101. Definitions of Words and Terms.
"Act" means the Constitution and statutes of the State of Kansas including, but not limited to,
K.S.A. 10-101 et seq., K.S.A. 12-6a01 et seq. and K.S.A. 12-685 et seq., all as amended and
supplemented.
"Arbitrage Instructions" means the Arbitrage Instructions (dated as of the date of issuance of the
Bonds) relating to certain matters within the scope of Section 148 of the Code, as the same may be
amended or supplemented in accordance with its terms.
"Authorized Costs" means the amount of expenditure for an Improvement which has been duly
authorized to be paid by the City by a resolution or ordinance of the City, less (1) the amount of any
notes or bonds of the City which are currently outstanding and available to pay such Authorized Costs,
and (2) any Authorized Costs which have been previously paid by the City or by any eligible source of
funds unless such amounts are entitled to be reimbursed under State and federal law.
"Authorized Investments" means investments authorized by K.S.A. 10-131, as amended from
time to time, or as otherwise permitted under the laws of the State.
"Bond and Interest Fund" means the Bond and Interest Fund of the City 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 City.
"Bondowner" shall have the same meaning as the term Owner.
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"Bond Registrar" means the Treasurer of the State, Topeka, Kansas, and its successors and
assigns.
"Bonds" means the City's General Obligation Internal Improvement Bonds, Series 2000-A Bonds
in the aggregate principal amount of $3,885,000 and dated July 15, 2000.
"Cede & Co." means Cede & Co., as nominee name of The Depository Trust Company, New
York, New York.
"City" means the City of Salina, Kansas.
"City Clerk" means the duly appointed and acting City Clerk of the City or, in the City Clerk's
absence, the duly appointed and/or elected Deputy or Acting City Clerk of the City.
"Code" means the Internal Revenue Code of 1986, as amended, and the applicable regulations
proposed or promulgated thereunder of the United States Department of the Treasury.
"Continuing Disclosure Instructions" means the Continuing Disclosure Instructions dated May 6,
1996 and attached as an exhibit to Resolution No. 96-5007 of the City (pertaining to General Obligation
Internal Improvement Bonds, Series 1996-A of the City), as from time to time amended and attached
hereto as Exhibit B.
"Costs of Issuance" shall mean all costs of issuing the Bonds, including all publication, printing,
signing and mailing expenses but not limited to, registration fees, all fees and expenses of legal counsel,
and any expenses incurred in connection with receiving ratings on the Bonds, any financial advisory fees
and all other related expenses.
"Improvement Fund" means the Improvement Fund for Salina, Kansas, General Obligation
Internal Improvement Bonds, Series 2000-A, created herein.
"Improvements" means the improvements referred to in the preamble to the Ordinance.
"Interest Payment Dates" means April 1 and October 1 of each year, commencing April 1, 2000,
and ending on the maturity date of the Bonds, or such other time as the Bonds are paid.
"Mayor" means the duly elected and acting Mayor of the City or, in the Mayor's absence, the
duly appointed and/or elected Mayor or acting Mayor of the City.
"Ordinance" means Ordinance No. 00-9989 of the City authorizing the issuance of the Bonds.
"Original Purchaser" means
"Outstanding" means as of a particular date, all Bonds heretofore issued, authenticated and
delivered under the provisions of this Resolution, except:
(a) Bonds cancelled by the Paying Agent or delivered to the Paying Agent for
cancellation pursuant to this Resolution;
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(b) Bonds for the payment or redemption of which monies or investments have been
deposited in accordance with this Resolution; and
(c) Bonds in exchange for or in lieu of which other Bonds have been authenticated
and delivered pursuant to this Resolution.
"Owner" or "Registered Owner" when used with respect to any Bond means the person in whose
name such Bond is registered on the registration books of the City as maintained by the Bond Registrar.
"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 Treasurer of the State, Topeka, Kansas, and any successors and
assigns.
"Principal and Interest Account" means the Principal and Interest Account for Salina, Kansas,
General Obligation Internal Improvement Bonds, Series 2000-A, created in the City's Bond and Interest
Fund.
"Principal Payment Dates" means October 1 of the years as set forth in Section 202 of this
Resolution, or until such time as the aggregate principal amount of the Bonds has been paid or provision
is made for the payment of the Bonds.
"Purchase Price" means 100% of the principal amount of the Bonds plus accrued interest to the
date of delivery and plus any premium to be paid by the Original Purchaser.
"Record Dates" means the fifteenth day of each month preceding the Interest Payment Dates of
each year the Bonds are Outstanding.
"Representation Letter" means the Representation Letter, if any is required, from the City to the
Securities Depository with respect to the Bonds.
"Resolution" means this resolution relating to the Bonds.
"Securities Depository" means, initially, The Depository Trust Company, New York, New York,
and its successors and assigns.
"State" means the state of Kansas.
"Treasurer" means the duly appointed and acting Treasurer of the City or, in the Treasurer's
absence, the duly appointed Deputy or acting Treasurer of the City.
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ARTICLE II
DETAILS OF THE BONDS
Section 201. Authorization of the Bonds. The Bonds have been issued pursuant to the
Ordinance for the purpose of providing funds to pay the Authorized Costs of the Improvements.
Section 202. Description of the Bonds. The Bonds shall consist of fully registered bonds in the
denomination of $5,000 or any integral multiple thereof, shall be dated July 15, 2000, shall be numbered
in such manner as the Bond Registrar shall determine, shall be in substantially the form set forth in
Exhibit A to'this Resolution and may be in typewritten form. All of the Bonds shall become due on the
Principal Payment Dates and shall bear interest from the date thereof as follows:
MATURITY
PRINCIPAL
INTEREST
OCTOBER 1
AMOUNT
RATE
2001
$335,000
%
2002
335,000
%
2003
330,000
%
2004
330,000
%
2005
330,000
%
2006
330,000
%
2007
330,000
%
2008
330,000
%
2009
330,000
%
2010
330,000
%
2011
115,000
%
2012
115,000
%
2013
115,000
%
2014
115,000
%
2015
115,000
%
Interest on the Bonds at the rates stated above (computed on the basis of a 360 -day year of
twelve 30 -day months) from the date thereof or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, shall be payable on the Interest Payment Dates to the Owners
whose names appear on the books maintained by the Bond Registrar at the close of business on the
Record Dates.
Section 203. Designation of Paying Agent and Bond Registrar. The Treasurer of the State,
Topeka, Kansas, is hereby designated as the Paying Agent and Bond Registrar for the Bonds. The Mayor
and City Clerk of the City are hereby authorized and empowered to execute on behalf of the City an
agreement with the Bond Registrar and Paying Agent for the Bonds.
Section 204. Method and Place of Payment of the Bonds. The principal of, premium, if any, and
interest on the Bonds shall be payable in any coin or currency which, on the respective dates of payment,
is legal tender for the payment of debts due the United States of America.
The principal of and any premium on the Bonds shall be paid to the Registered Owner of each
Bond upon presentation of the Bond at the maturity or redemption date to the Paying Agent for
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cancellation. The interest payable on each Bond on any Interest Payment Date shall be paid to the
Registered 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 such Registered Owner at the
address shown on the Bond Register or (b) in the case of an interest payment to any Registered Owner of
$500,000 or more in aggregate principal amount of Bonds, by electronic 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 electronic transfer instructions including the
bank (which shall be in the continental United States), address, ABA routing number and account
number to which such Registered Owner wishes to have such transfer directed.
The Paying Agent shall keep in its offices a record of payment of principal of, premium, if any,
and interest on all Bonds.
Section 205. Method of Execution and Authentication of the Bonds. The Bonds shall be
executed for and on behalf of the City by the manual or facsimile signature of the Mayor, attested by the
manual or facsimile signature of the City Clerk and the seal of the City shall be affixed thereto or
imprinted on the Bonds. The Bonds shall be registered in the office of the City Clerk, and evidenced by
the manual or facsimile signature of the City Clerk with the seal of the City affixed to or imprinted on
the Bonds. The Bonds shall also be registered in the office of the State Treasurer, evidenced by the
manual or facsimile signature of the State Treasurer with the seal of the State Treasurer affixed to or
imprinted on the Bonds. In the event that any of the officers shall cease to hold such offices before the
Bonds are issued and delivered, the Bonds may be issued and transferred to other Owners as though the
officers had not ceased to hold office, and such signatures appearing on the Bonds shall be valid and
sufficient for all purposes as if they had remained in office until such issuance or transfer.
The Bonds shall not be valid obligations under the provisions of this Resolution until the
Certificate of Authentication appearing on each bond is executed by the Bond Registrar or a duly
authorized representative of the Bond Registrar. It is not necessary that the same representative of the
Bond Registrar execute the certificate of authentication on all of the Bonds.
Section 206. Registration, Transfer and Exchange of Bonds. As long as the Bonds remain
Outstanding, the City shall cause the Bond Registrar to keep the books for the registration and transfer of
the Bonds.
Upon presentation of the necessary documents the Bond Registrar shall transfer or exchange any
Bond(s) for new Bond(s) in an authorized denomination of the same maturity and for the same aggregate
principal amount as the Bond(s) which was presented for transfer or exchange.
All 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 Registered Owner thereof or by the Registered
Owner's duly authorized agent. In addition, all Bonds presented for transfer or exchange shall be
surrendered to the Bond Registrar for cancellation.
Prior to delivery of the new Bond(s) to the transferee, the Bond Registrar shall register the same
in the registration books kept by the Bond Registrar for such purpose and shall authenticate each Bond.
The City shall pay the fees of the Bond Registrar for registration and transfer of the Bonds and
the cost of printing a reasonable supply of registered bond blanks. Any additional costs or fees that
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might be incurred in the secondary market, other than fees of the Bond Registrar, are the responsibility of
the Owners.
The City and the Bond Registrar shall not be required to issue, register, transfer or exchange any
Bonds during a period beginning on the day following the Record Date preceding any Interest Payment
Date and ending at the close of business on the Interest Payment Date or any Bonds which have been
called for redemption in accordance with Article III of this Resolution.
New Bonds delivered upon any transfer or exchange shall be valid obligations of the City,
evidencing the same debt as the Bonds surrendered, shall be secured by the Resolution and shall be
entitled to all of the security and benefits hereof to the same extent as the Bonds surrendered.
The City, Bond Registrar and Paying Agent may deem and treat the person in whose name any
Bond is registered as the absolute Owner thereof, whether such Bond shall be overdue or not, for the
purpose of receiving payment of, or on account of, the principal of, redemption premium, if any, and
interest on such Bond and for all other purposes, and neither the City, Bond Registrar and Paying Agent
shall be affected by any notice to the contrary.
Section 207. Surrender and Cancellation of Bonds. Whenever any Outstanding Bonds are
delivered to the Bond Registrar for cancellation such Bond shall be canceled by the Bond Registrar upon
payment of the principal amount of the Bond and interest thereon or replacement pursuant to the
Resolution, and the canceled Bond shall be returned to the City.
Section 208. Mutilated, Lost, Stolen or Destroyed Bonds. In the event Bond is mutilated, lost,
stolen or destroyed, the City may execute and the Bond Registrar may authenticate a new Bond of the
same date, maturity, denomination and interest rate, as the mutilated, lost, stolen or destroyed Bond;
provided, that in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the
City or the Bond Registrar, and, in the case of any lost, stolen or destroyed Bond there shall be first
furnished to the Bond Registrar and the City evidence of such loss, theft or destruction satisfactory to
them, together with an indemnity satisfactory to the City and the Bond Registrar. In the event any such
Bond shall have matured, instead of issuing a duplicate Bond, the City and Bond Registrar may pay the
same without surrender thereof. The City and Bond Registrar may charge to the Registered Owner of
such Bond their reasonable fees and expenses in connection with replacing any Bond or Bonds mutilated,
stolen, lost or destroyed.
Section 209. Temporary Bonds. Until definitive Bonds are prepared, the City may execute, in
the same manner as is provided in the Resolution and upon the request of the City, the Bond Registrar
shall authenticate and deliver, in lieu of definitive Bonds but subject to the same provisions, limitations
and conditions as the definitive Bonds, one or more temporary Bonds substantially of the tenor of the
definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in denominations authorized
herein, authorized by the City and with such omissions, insertions and variations as may be appropriate
to temporary, Bonds. The City at its own expense shall prepare and execute and, upon the surrender of
such temporary Bonds for exchange and upon the cancellation of such surrendered temporary Bonds, the
Bond Registrar shall authenticate and, without charge to the Owner thereof, deliver in exchange therefor
definitive Bonds of the same aggregate principal amount and maturity as the temporary Bonds
surrendered.
If the City shall authorize the issuance of temporary Bonds in more than one denomination, the
Registered Owner of any temporary Bond or Bonds may, at such Registered Owner's option, surrender
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the same to the Bond Registrar in exchange for another temporary Bond or Bonds of like aggregate
principal amount and maturity of any other authorized denomination or denominations, and thereupon
the City shall execute and the Bond Registrar shall authenticate and, upon payment of any applicable
taxes, fees and charges, shall deliver a temporary Bond or Bonds of like aggregate principal amount and
maturity in such other authorized denomination or denominations as shall be requested by such Owner.
All temporary Bonds surrendered in exchange either for another temporary Bond or Bonds or for
a definitive Bond or Bonds shall be canceled by the Bond Registrar.
Section 210. Delivery of the Bonds. The Mayor and City Clerk are hereby authorized and
directed to cause the Bonds to be registered in the offices of the City Clerk and the State Treasurer as
provided by law, and, when duly executed and registered, to deliver the Bonds to the Original Purchaser,
upon receipt by the City of the Purchase Price.
Section 211. Book -Entry Bonds; Securities Depository.
(a) 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 subsection (b)
hereof. 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 subsection (b).
(b) (1) If the City determines (A) that the Securities Depository is unable to properly
discharge its responsibilities, or (B) 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 (C) 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 (2) 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 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, then the Bond Registrar shall notify the Owners of such determination or
such notice and of the availability of certificates to Owners requesting the same, and the Bond Registrar
shall register in the name of and authenticate and deliver Replacement Bonds to the beneficial owners or
their nominees in principal amounts representing the interest of each, making such adjustments as it may
find necessary or appropriate as to accrued interest and previous calls for redemption; provided, that in
the case of a determination under (1)(A) or (1)(B) of this subsection (b), the City, with the consent of the
Bond Registrar, may select a successor securities depository in accordance with Section 211(c) hereof 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 City, the Bond Registrar or Owners are unable to locate a qualified successor of the Securities
Depository in accordance with Section 211(c) hereof, 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
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of the Bonds. The cost of printing, registration, authentication and delivery of Replacement Bonds shall
be paid for by the City.
(c) In the event the Securities Depository resigns, is unable to properly discharge its
responsibilities, or is no longer qualified to act as a securities depository and registered clearing agency
under the Securities Exchange Act of 1934, as amended, the City 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 appropriate denominations and form as provided herein.
ARTICLE III
REDEMPTION OF THE BONDS
Section 301. Optional Redemption. At the option of the City, Bonds maturing on October 1,
2010, and thereafter may be called for redemption and payment prior to maturity on October 1, 2009 and
thereafter, in whole at any time or in part on any interest payment date in such principal amounts for such
maturities as shall be determined by the City at the redemption price of 100% (expressed as a percentage
of the principal amount), plus accrued interest thereon to the date of redemption.
Section 302. Selection of Bonds to be Redeemed. The Bonds shall be redeemed only in the
principal amount of $5,000 or any integral multiple thereof. When less than all of the Bonds are to be
redeemed and paid prior to maturity, Bonds of less than a full maturity to be selected in such manner as
the Bond Registrar acting on behalf of the City shall determine.
In the case of a partial redemption of Bonds when Bonds of denominations greater than $5,000
are then Outstanding, then for all purposes in connection with such redemption each $5,000 of face value
shall be treated as though it were a separate Bond of the denomination of $5,000. If it is determined that
one or more, but not all, of the $5,000 units of face value represented by any Bond is selected for
redemption, then upon notice of intention to redeem such $5,000 unit or units, the Owner or the Owner's
duly authorized agent shall forthwith present and surrender such Bond to the Bond Registrar: (i) for
payment of the redemption price (including the redemption, if any, and interest to the date fixed for
redemption) of the $5,000 unit or units of face value called for redemption; and (ii) for exchange,
without charge to the Owner thereof, for a new Bond(s) of the aggregate principal amount of the
unredeemed portion of the principal amount of such Bond. If the Owner of any Bond of a denomination
greater than $5,000 shall fail to present such Bond as aforesaid, such Bond shall, nevertheless, become
due and payable on the redemption date to the extent of the amount called for redemption.
Section 303. Notice of Redemption. In the event the City desires to call the Bonds for
redemption prior to maturity, written notice of such intent shall be provided in accordance with K.S.A.
10-129, as amended. Unless waived by any Owner of Bonds to be redeemed, if the City shall call any
Bonds for redemption and payment prior to the maturity thereof, the City or the Bond Registrar and
Paying Agent on behalf of the City shall give written notice of its intention to call and pay said Bonds on
a specified date, the same being described by maturity, said notice to be mailed by United States first
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class mail addressed to the Owners of said Bonds, such notice to be mailed not less than 30 days prior to
the date fixed for redemption. The City and Bond Registrar shall also give such additional notice as may
be required by State law in effect as of the date of such notice.
All official notices of redemption shall be dated and shall state (1) the redemption date, (2) the
redemption price, (3) if less than all Outstanding Bonds are to be redeemed, the identification (and, in the
case of partial redemption, the respective principal amounts) of the Bonds to be redeemed, (4) 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 said date, and
(5) the place where such Bonds are to be surrendered for payment of the redemption price, which place
of payment shall be the principal office of the Paying Agent.
Prior to any redemption date, the City shall deposit with the Paying Agent an amount of money
sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on
that date. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall
be paid by the Paying Agent at the redemption price. 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 Registered Owner a new Bond or Bonds
of the same maturity in the amount of the unpaid principal. All Bonds which have been redeemed shall
be cancelled and destroyed by the Paying Agent and shall not be reissued.
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.
Section 304. Effect of Call for Redemption. Whenever any Bond is called for redemption and
payment as provided in this Article, 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 specified above.
ARTICLE IV
ESTABLISHMENT OF FUNDS AND ACCOUNTS
Section 401. Creation of Funds and Accounts. Simultaneously with the issuance of the Bonds,
there shall be created within the Treasury of the City the following funds and accounts:
(a) Improvement Fund for Salina, Kansas, General Obligation Internal Improvement
Bonds, Series 2000-A; and
(b) Principal and Interest Account for Salina, Kansas, General Obligation Internal
Improvement Bonds, Series 2000-A; and
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Section 402. Administration of Funds and Accounts. The funds and accounts established herein
shall be administered in accordance with the provisions of the Resolution so long as the Bonds are
outstanding.
ARTICLE V
APPLICATION OF BOND PROCEEDS
Section 501. Disposition of Bond Proceeds. The proceeds of the Bonds, upon issuance and
delivery thereof, shall be deposited as follows:
(a) In the Principal and Interest Account, a sum equal to the accrued interest and any
premium paid on the Bonds.
(b) The balance of the proceeds of the Bonds shall be deposited into the
Improvement Fund.
Section 502. Withdrawals from the Improvement Fund. The Treasurer shall make withdrawals
from the Improvement Fund solely for the purpose of paying the Authorized Costs of the Improvements,
including the retirement of the principal of and any interest on previously issued temporary financing
therefor and paying the Costs of Issuance for the Bonds.
Section 503. Surplus in the Improvement Fund. All moneys remaining in the Improvement
Fund after the completion of the Improvements or January 1, 2001 (whichever is earlier), shall be
transferred immediately to the Principal and Interest Account and applied to the next installment of
interest due on the Bonds.
ARTICLE VI
PAYMENT OF THE BONDS
Section 601. Application of Moneys in the Principal and Interest Account. All amounts paid
and credited to the Principal and Interest Account shall be expended and used by the City for the sole
purpose of paying the principal of, premium, if any, and interest on the Bonds as and when the same
become due and paying the usual and customary fees and expenses of the Paying Agent.
Section 602. Transfer of Funds to Paying Agent. The Treasurer is hereby authorized and
directed to withdraw from the Principal and Interest Account and forward to the Paying Agent sums
sufficient to pay both principal of and premium, if any, and interest on the Bonds as and when the same
become due, and also to pay the charges made by the Paying Agent for acting in such capacity in the
payment of principal and interest on the Bonds, and said charges shall be forwarded to the Paying Agent
over and above the amount of the principal of, premium, if any, and interest on the Bonds. If, through
the lapse of time, or otherwise, the Owners of Bonds shall no longer be entitled to enforce payment of
their obligations, it shall be the duty of the Paying Agent forthwith to return said funds to the City. 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 the Resolution.
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Section 603. Surplus in Principal and Interest Account. Any moneys or investments remaining
in the Principal and Interest Account after the retirement of the indebtedness for which the Bonds were
issued shall be transferred and paid into the Bond and Interest Fund of the City.
ARTICLE VII
DEPOSITS AND INVESTMENT OF FUNDS
Section 701. Deposits. Cash moneys in each of the funds and accounts created by this
Resolution shall be deposited in a bank or banks or federal or state chartered savings and loan
association(s), as permitted by Kansas law, and all such deposits shall be adequately secured by the bank
or banks or savings and loan associations holding such deposits in accordance with State law.
Section 702. Investments. Moneys held in the funds and accounts herein created by this
Resolution in conjunction with the issuance of the Bonds may be invested by the City in Authorized
Investments, or in other investments allowed by State law in the amounts and maturing at such times as
shall reasonably provide for moneys to be available when required in said accounts or funds; 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 the fund or account was created. All interest
on any Authorized Investment held in any fund or account shall (except amounts required to be deposited
into the Rebate Fund in accordance with the Arbitrage Instructions) accrue to and become a part of such
fund or account. In determining the amount held in any fund or account under the provisions of the
Resolution, Authorized Investments shall be valued at their principal par value or at their then market
value, whichever is lower.
ARTICLE VIII
DEFAULT AND REMEDIES
Section 801. Remedies. The provisions of the Resolution, including the covenants and
agreements herein contained, shall constitute a contract between the City and the Owners of the Bonds.
The Owner or Owners of any 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 City and its officers, agents and employees, and
to require and compel duties and obligations required by the provisions of the 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 City, 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.
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Section 802. Limitation on Rights of Bondowners. The covenants and agreements of the City
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 the Resolution. No one or more Bondowners 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 Owners of such Outstanding Bonds.
Section 803. Remedies Cumulative. No remedy conferred herein upon the Bondowners is
intended to be exclusive of any other remedy, but each such remedy shall be cumulative and in addition
to every other remedy and may be exercised without exhausting and without regard to any other remedy
conferred herein. No waiver of any default or breach of duty or contract by the Owner of any Bond shall
extend to or affect any subsequent default or breach of duty or contract or shall impair any rights or
remedies thereon. No delay or omission of any Bondowner 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 the Resolution may be enforced and exercised from time to time and as often as may be
deemed expedient. In case any suit, action or proceedings taken by any Bondowner on account of any
default or to enforce any right or exercise any remedy shall have been discontinued or abandoned for any
reason, or shall have been determined adversely to such Bondowner, then, and in every such case, the
City 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 Bondowners shall continue as if no such
suit, action or other proceedings had been brought or taken.
ARTICLE IX
AMENDMENTS
Section 901. Amendments. Except as set forth herein, the provisions of the Bonds and the
provisions of the Resolution may be modified or amended at any time by the City with the written
consent of the Owners of not less than seventy-five per cent (75%) in aggregate principal amount of the
Bonds herein authorized at the time Outstanding; provided, however, that no such modification or
amendment shall permit or be construed as permitting: (a) the extension of the maturity of the principal
of any of the Bonds, or the extension of the maturity of any interest on any of the Bonds, or (b) a
reduction in the principal amount of any of the Bonds or the rate of interest thereon, or (c) a reduction in
the aggregate principal amount of the Bonds; the consent of 100% of the Owners of which is required for
any such amendment or modification. The City may from time to time, without the consent of or notice
to any of the Owners, provide for amendment to the Bonds or the Resolution, for any one or more of the
following purposes:
(a) To cure any ambiguity or formal defect or omission in the Resolution or to make
any other change not prejudicial to the Owners;
(b) 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;
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(c) To more precisely identify the Improvements.
(d) To conform the Resolution to the Code or future applicable federal law
concerning tax-exempt obligations.
Section 902. Written Evidence of Amendments. Every amendment or modification of a
provision of the Bonds or of the Resolution to which the written consent of the Owners is given as above
provided shall be expressed in a resolution of the City amending or supplementing the provisions of the
Resolution and shall be deemed to be a part of the Resolution. It shall not be necessary to note on any of
the Outstanding Bonds any reference to such amendment or modification, if any. A certified copy of
every such amendatory or supplemental resolution, if any, and a certified copy of the Resolution shall
always be kept on file in the Office of the City Clerk and shall be made available for inspection by the
Owners of any Bond or prospective purchaser or Owners of any Bond authorized by the Resolution, and
upon payment of the reasonable cost of preparing the same, a certified copy of any such amendatory or
supplemental resolution or of the Resolution will be sent by the City Clerk to any such Owner or
prospective Owner.
ARTICLE X
DEFEASANCE
Section 1001. Defeasance. When all or any part of the Bonds or scheduled interest payments
thereon shall have been paid and discharged, then the requirements contained herein and the pledge of
revenues made hereunder and all other rights granted hereby shall terminate with respect to the Bonds or
scheduled interest payments thereon so paid and discharged. Bonds or scheduled interest payments
thereon shall be deemed to have been paid and discharged within the meaning of the Resolution if there
shall have been deposited with the Paying Agent or a bank located in the State and having full trust
powers, at or prior to the maturity or redemption date of the Bonds or the interest payments thereon, in
trust for and irrevocably appropriated thereto, moneys and/or direct obligations of, or obligations the
principal of and interest on which are guaranteed by, the United States of America, which, together with
the interest to be earned on such investments, will be sufficient for the payment of the principal of the
Bonds, the redemption premium thereon, if any there be, and/or interest to accrue to the date of maturity
or redemption, as the case may be, or if default in such payment shall have occurred on such date, then to
the date of the tender of such payments, provided always that if any such Bonds shall be redeemed prior
to the maturity thereof, the City shall have elected to redeem such Bonds and notice of such redemption
shall have been given or the City shall have given irrevocable instructions, or shall have provided for an
escrow agent to give irrevocable instructions, to the Paying Agent to redeem such Bonds. Any moneys
and/or investments which at any time shall be deposited with the Paying Agent or said bank in the State
by or on behalf of the City, 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 such bank in the State 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 moneys and/or investments deposited with the Paying Agent or said
bank in the State shall be deemed to be deposited in accordance with and subject to all of the provisions
contained in the Resolution.
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ARTICLE XI
CONTINUING DISCLOSURE REQUIREMENTS
Section 1101. Disclosure Requirements. The City hereby elects that the Continuing Disclosure
Instructions shall apply to the Bonds. The City hereby covenants with the Original Purchaser and the
Beneficial Owners (as defined in the Continuing Disclosure Instructions) to provide and disseminate such
information as is required by Rule 15c2-12 (as defined in the Continuing Disclosure Instructions) and as
further set forth in the Continuing Disclosure Instructions. Such covenant shall be for the benefit of and
enforceable by the Original Purchaser and such Beneficial Owners. In the event the City fails to comply in
a timely manner with its covenants contained in the preceding sentences, the Original Purchaser and/or any
such Beneficial Owner may make demand for such compliance by written notice to the City. In the event
the City does not remedy such noncompliance within 10 days of receipt of such written notice, the Original
Purchaser or any such 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 Original Purchaser and/or any such Beneficial Owner shall deem effectual to protect and enforce any
of the duties of the City under such preceding section, but such noncompliance shall not constitute a default
or event of default under this Resolution.
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 1201. Preliminary Official Statement and Official Statement. The City hereby approves
the form and content of the Preliminary Official Statement prepared in the initial offering and sale of the
Bonds. The Preliminary Official Statement is "deemed final" by the City except for the omission of
certain information as provided in Securities and Exchange Commission Rule 15c2-12. The City hereby
approves the form and content of any addenda, supplement, or amendment thereto utilized to prepare a
final Official Statement. The Official Statement is "deemed final' by the City in accordance with the
provisions of Securities and Exchange Commission Rule 15c2-12. The use of such Official Statement in
the reoffering of the Bonds by the Original Purchaser is hereby approved and authorized. The proper
officials of the City are hereby authorized to execute and deliver a certificate pertaining to such Official
Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds.
Section 1202. Rebate Covenants. The City agrees to pay from time to time all amounts required
to be rebated to the United States pursuant to Section 148(f) of the Code and any applicable Treasury
Regulations. This covenant shall survive payment in full or defeasance of the Bonds from time to time.
Section 1203. Tax Covenants. The City hereby designates $232,288.26 of the Bonds as
"qualified tax-exempt obligations" as defined in Section 265(b)(3) of the Code; $3,652,711.74 of the
Bonds are deemed designated under Section 265(b)(3)(D)(ii) of the Code. In addition, the City hereby
represents that:
(1) the aggregate face amount of all tax-exempt obligations (other than private
activity bonds which are not "qualified 501(c)(3) bonds") which will be issued by the City (and
all subordinate entities thereof) during calendar year 2000 is not reasonably expected to exceed
$10,000,000; and
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(2) the City (including all subordinate entities thereof) will not issue an aggregate
principal amount of obligations designated by the City to be "qualified tax-exempt obligations" during
the calendar year in which the Bonds are issued, including the Bonds, in excess of $10,000,000, without
first obtaining an opinion of bond counsel that the designation of the Bonds as "qualified tax-exempt
obligations" will not be adversely affected.
Section 1204. Severability. In case any one or more of the provisions of the Resolution or of the
Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity
shall not affect any other provision of the Resolution, or of the Bonds appertaining thereto, but the
Resolution and the Bonds shall be construed and enforced as if such illegal or invalid provision had not
been contained herein. In case any covenant, stipulation, obligation or agreement contained in the Bonds
or in the Resolution shall for any reason be held to be in violation of law, then such covenant, stipulation,
obligation or agreement shall be deemed to be the covenant, stipulation, obligation or agreement of the
City to the full extent permitted by law.
Section 1205. Further Authority. The Mayor, City Clerk and other officials of the City are
authorized and directed to execute any and all documents and take such actions as they may deem
necessary or advisable in order to carry out and perform the purposes of the Resolution to make
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 1206. Governing Law. The Resolution and the Bonds shall be governed exclusively by
and construed in accordance with the applicable laws of the State.
Section 1207. Effective Date. This Resolution shall take effect and be in full force from and
after its adoption by the governing body of the City.
ADOPTED by the governing body of the City on July 10, 2000.
(SEAL)„
Mayor
ATTEST:
City Clerk
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EXHIBIT A
(Form of Bond)
EXCEPT AS OTHERWISE PROVIDED IN THE RESOLUTION (DESCRIBED
HEREIN), THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT
NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES
DEPOSITORY (DESCRIBED HEREIN) OR TO A SUCCESSOR SECURITIES
DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES
DEPOSITORY.
REGISTERED
NUMBER
UNITED STATES OF AMERICA
STATE OF KANSAS
COUNTY OF SALINE
CITY OF SALINA
GENERAL OBLIGATION INTERNAL IMPROVEMENT BOND
SERIES 2000-A
Interest Maturity Dated CUSIP:
Rate: _% Date: _ Date: July 15, 2000
REGISTERED OWNER:
PRINCIPAL AMOUNT:
REGISTERED
KNOW ALL PERSONS BY THESE PRESENTS: That the City of Salina, in the County of
Saline, State of Kansas (the "City"), for value received, hereby acknowledges itself to be indebted and
promises to pay to the registered owner identified above, or registered assigns, as of the Record Dates as
hereinafter provided on the Maturity Date identified above, the Principal Amount identified above, and
in like manner to pay interest on such Principal Amount from the Dated Date shown above or from the
most recent interest payment date to which interest has been paid or duly provided for at the rate of
interest per annum set forth above (computed on the basis of a 360 -day year of twelve 30 -day months),
semiannually on April 1 and October I of each year, commencing April 1, 2001 (the "Interest Payment
Dates"), until the Principal Amount is paid, unless this Bond shall have been previously called for
redemption and payment as hereinafter set forth.
The principal of, premium, if any, and interest on this Bond shall be payable by the Treasurer of
the state of Kansas, Topeka, Kansas (the "Paying Agent" and 'Bond Registrar"). The principal of and
any premium on this Bond shall be payable to the registered owner hereof upon presentation of this Bond
at the maturity or redemption date to the Paying Agent for payment and cancellation. 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 Bond Register at the close of business on the fifteenth day of the month preceding the
interest payment date (the "Record Date") for such interest (a) by check or draft mailed by the Paying
Agent to such Registered Owner at the address shown on the Bond Register or at such other address as is
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furnished to the Paying Agent in writing by such Registered Owner or (b) in the case of an interest
payment to any Registered Owner of $500,000 or more in aggregate principal amount of Bonds, by
electronic 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
electronic transfer instructions including the bank (which shall be in the continental United States),
address, ABA routing number and account number to which such Registered Owner wishes to have such
transfer directed. The principal, premium, if any, 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 debts
due the United States of America. The Bonds constitute 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 certain portions of the improvements being financed 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 City. The balance of the principal and interest on the
Bonds shall be payable from ad valorem taxes which may be levied without limitation as to rate or
amount upon all the taxable tangible property, real and personal, within the territorial limits of the City.
The full faith, credit and resources of the City are irrevocably pledged for the payment of the principal of
and interest on this Bond and the issue of which it is a part as the same respectively become due.
This Bond is one of an authorized series of Bonds of the City designated "General Obligation
Internal Improvement Bonds, Series 2000-A," in an aggregate principal amount of $3,885,000 (the
"Bonds") issued for the purposes set forth in the Ordinance of the City authorizing the issuance of the
Bonds and the Resolution of the City prescribing the form and details of the Bonds (jointly, the
"Resolution"). The Bonds 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, without
limitation, K.S.A. 10-101 et seq., K.S.A. 12-6a01 et seq. and K.S.A. 12-685 et seq., all as amended.
At the option of the City, Bonds maturing on October 1, 2010, and thereafter may be called for
redemption and payment prior to maturity on October 1, 2009 and thereafter, in whole at any time or in
part on any interest payment date in such principal amounts for such maturities as shall be determined by
the City at the redemption price of 100% (expressed as a percentage of the principal amount), plus
accrued interest thereon to the date of redemption.
Unless waived by any owner of the Bonds to be redeemed, if the City elects to call any Bonds for
redemption and payment prior to maturity, the City or the Bond Registrar and Paying Agent on behalf of
the City shall give written notice of its intention to call and pay such Bonds on a specified date, the same
being described by maturity, such notice to be mailed by United States first class mail addressed to the
Owners of the Bonds not less than 30 days prior to the date fixed for redemption. All Bonds so called for
redemption and payment shall cease to bear interest from the date for which such call is made, provided
funds are available for the payment of such Bonds at the price specified above.
The Bonds are being issued by means of a book -entry system with no physical distribution of
bond certificates to be made except as provided in the Resolution. One Bond certificate with respect to
each date on which the Bonds are stated to mature, registered in the nominee name of the Securities
Depository, is being issued and required to be deposited with the Securities Depository and immobilized
in its custody. The book -entry system will evidence positions held in the Bonds by the Securities
Depository's participants, beneficial ownership of the Bonds in authorized denominations being
evidenced in the records of such participants. Transfers of ownership shall be effected on the records of
the Securities Depository and its participants pursuant to rules and procedures established by the
Securities Depository and its participants. The City, the Bond Registrar and the Paying Agent will
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recognize the Securities Depository nominee, while the registered owner of this Bond, as the owner of
this Bond for all purposes, including (i) payments of principal of, and redemption premium, if any, and
interest on, this Bond, (ii) notices and (iii) voting. Transfers of principal, interest and any redemption
premium payments to participants of the Securities Depository, and transfers of principal, interest and
any redemption premium payments to beneficial owners of the Bonds by participants of the Securities
Depository will be the responsibility of such participants and other nominees of such beneficial owners.
The City, the Bond Registrar and the Paying Agent will not be responsible or liable for such transfers of
payments or for maintaining, supervising or reviewing the records maintained by the Securities
Depository, the Securities Depository nominee, its participants or persons acting through such
participants. While the Securities Depository nominee is the owner of this Bond, notwithstanding the
provision hereinabove contained, payments of principal of and interest on this Bond shall be made in
accordance with existing arrangements among the City, the Bond Registrar and the Securities
Depository.
EXCEPT AS OTHERWISE PROVIDED IN THE RESOLUTION, THIS GLOBAL BOND
MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF
THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A
NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. The Bonds are issued in fully registered
form in the denomination of $5,000 or any integral multiple thereof. This Bond may be exchanged at the
office of the Bond Registrar for a like aggregate principal amount of Bonds of the same maturity of other
authorized denominations upon the terms provided in the Resolution.
The City and the Bond Registrar may deem and treat the registered owner hereof as the absolute
owner hereof for purposes of receiving payment of or on account of principal hereof and interest due
hereon and for all other purposes and neither the City nor the Bond Registrar shall be affected by any
notice to the contrary.
This Bond is transferable by the registered owner hereof in person or by the registered owner's
agent duly authorized in writing, at the office of the Bond Registrar, but only in the manner, subject to
the limitations and upon payment of the charges provided in the Resolution and upon surrender and
cancellation of this Bond. The City shall pay all costs incurred in connection with the issuance, payment
and initial registration of the Bonds and the cost of a reasonable supply of bond blanks.
The City and the Bond Registrar shall not be required to issue, register, transfer or exchange any
Bonds during a period beginning on the day following the Record Date preceding any Interest Payment
Date and ending at the close of business on the Interest Payment Date or Bonds which have been called
for redemption in accordance with Article III of the Resolution.
IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions, and things required to
be done and to exist precedent to and in the issuance of this Bond have been properly done and
performed and do exist in due and regular form and manner as required by the Constitution and laws of
the state of Kansas, and that the total indebtedness of the City, including this series of bonds, does not
exceed any constitutional or statutory limitation.
This Bond shall not be valid or become obligatory for any purpose until the Certificate of
Authentication and Registration hereon shall have been lawfully executed by the Bond Registrar.
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IN WITNESS WHEREOF, the City has caused this Bond to be executed by the manual or
facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk, and
its corporate. seal to be affixed hereto or imprinted hereon, and this Bond to be dated the Dated Date
shown above.
(Facsimile Seal)
ATTEST:
By (facsimile)
City Clerk
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CITY OF SALINA, KANSAS
(facsimile)
Mayor
C,,,I,d,t,dSaline
CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This Bond is one of a series of General Obligation Internal Improvement Bonds, Series 2000-A,
of the City of Salina, Kansas, described in the within -mentioned Resolution.
Registration Date
Office of the State Treasurer,
Topeka, Kansas
as Bond Registrar and Paying Agent
Un
Registration Number 0322-085-071500-623
LEGAL OPINION
I, the undersigned, City Clerk of the City of Salina, Kansas, hereby certify that the following is a
true and correct copy of the approving legal opinion of Gilmore & Bell, a Professional Corporation,
Attorneys at Law, Kansas City, Missouri, on the within Bond and the series of which it is a part, except
that it omits the date of such opinion; that the opinion was manually executed and was dated and issued
as of the date of delivery of and payment for the Bonds and is on file in my office.
By (facsimile)
City Clerk
(PRINTED LEGAL OPINION)
A -S
Consolihxie65eline
BOND ASSIGNMENT
FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer to
(Name and Address)
(Social Security or Taxpayer Identification No.)
the Bond to which this assignment is affixed in the outstanding principal amount of $ ,
standing in the name of the undersigned on the books of the Bond Registrar. The undersigned do(es)
hereby irrevocably constitute and appoint as agent to transfer said Bond on
the books of said Bond Registrar with full power of substitution in the premises. Dated
Name
Social Security or Taxpayer Identification No.
Signature
(Sign here exactly as name(s)
appear on the face of Certificate)
Signature guarantee:
By
[Name of Eligible Guarantor Institution as defined
by SEC Rule 17ad-15 (12CFR 240.17 Ad -15) or
any similar rule which the Bond Registrar deems
applicable]
A -h
CO I.Ated'$d Ne
CERTIFICATE OF CITY CLERK
STATE OF KANSAS )
) SS.
COUNTY OF SALINE)
I, the undersigned, City Clerk of Salina, Kansas, hereby certify that the within Bond has been
duly registered in my office according to law as of July 10, 2000.
WITNESS my hand and official seal.
(Facsimile Seal)
(facsimile)
City Clerk
CERTIFICATE OF STATE TREASURER
OFFICE OF THE TREASURER, STATE OF KANSAS
I, TIM SHALLENBURGER, Treasurer of the State of Kansas, do hereby certify that a transcript
of the proceedings leading up to the issuance of this Bond has been filed in my office, and that this Bond
was registered in my office according to law on
WITNESS my hand and official seal.
(Facsimile Seal)
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(facsimile)
Treasurer of the State of Kansas
c— .i Ila Ung
EXHIBIT B
CONTINUING DISCLOSURE INSTRUCTIONS
SECTION 1. Purpose of the Continuing Disclosure Instructions. These Continuing Disclosure
Instructions (the "Instructions") are being executed and delivered by the City for the benefit of the
beneficial owners of any series of the Bonds and in order to assist the Participating Underwriters in
complying with Rule 15c2-12 (defined below). These Instructions are to govern the continuing disclosure
obligations of the City with respect to the City's General Obligation Internal Improvement Bonds, Series
1996-A dated as of June 1, 1996 (the "1996 Bonds") and any additional series of Bonds that the City
hereafter elects to make subject to these Instructions.
SECTION 2. Definitions. Unless otherwise defined in these Instructions, the following
capitalized terms shall have the following meanings for purposes of these Instructions:
"Beneficial owner" means any registered owner of the Bonds and any other person who, directly or
indirectly, has investment power with respect to any of the Bonds.
"Bond Counsel" means the firm of Gilmore & Bell, P.C., or any other attorney or firm of attorneys
with a nationally recognized standing in the field of municipal bond financing selected by the City.
"Bonds" means the 1996 Bonds and any additional series of bonds, notes or other municipal
obligations of the City that the City elects at the time of issuance to have subject to these Instructions for the
purpose of constituting the undertaking of the City to provide continuing disclosure pursuant to Rule 15c2-
12.
"City" means the City of Salina, Kansas.
"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIR" means any information repository recognized by the Securities and Exchange
Commission as a nationally recognized municipal securities information repository under Rule 15c2-12.
"Participating Underwriter" means any of the original underwriters of the 1996 Bonds and any
future series of Bonds required to comply with Rule 15c2-12 in connection with the offering of any series of
Bonds.
"Rule 15c2-12" means Rule 15c2-12 adopted by the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as the same may be amended from time to time.
"SID" means any public or private information depository, if any, designated by the State of Kansas
and the Securities and Exchange Commission as such for purposes of Rule 15c2-12.
SECTION 3. Provision of Annual Reports.
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(a) Within 180 days after the close of each fiscal year, the City shall furnish to each NRMSIR
and to the SID, if any, (i) a copy of the financial statements of the City prepared in accordance with
generally accepted accounting principles and audited by its independent auditors (or if not available as of
such date, the unaudited financial statements of the City and as soon thereafter as available such audited
financial statements of the City), and (ii) the operating data of the City, updated for the fiscal year then
ended, in substantially the scope and form contained in the Official Statement dated May 6, 1996, with
respect to the 1996 Bonds in the tables under the following headings:
1. Debt Summary
2. Tax Levies
3. Assessed Valuation
4. Estimated Actual Valuation
5. Tax Collections
6. Largest Taxpayers
(b) Any or all of the financial information or operating data required by this Section 3 may be
incorporated by reference from other documents, including official statements of debt issues with respect to
the City that have been filed with each NRMSIR or the Securities and Exchange Commission, and in the
case of a final official statement, that is available from the MSRB. The City shall clearly identify in each
annual report filed under this Section 3 each document incorporated by reference and the source from which
it is available.
SECTION 4. Reporting of Material Events.
(a) The City shall disseminate to the SID, if any, and to each NRMSIR or to the MSRB,
promptly upon the occurrence thereof notice of any of the following events with respect to each series of the
Bonds, if material:
(i) Any principal or interest payment delinquencies;
(ii) Any non-payment related defaults;
(iii) Any unscheduled draws on debt service reserves reflecting financial difficulties;
(iv) Any unscheduled draws on credit enhancements reflecting financial difficulties;
(v) Any substitution of credit or liquidity providers, or their failure to perform;
(vi) Any adverse tax opinions or events affecting the tax-exempt status of any series of
the Bonds;
(vii) Any modifications to rights of security holders;
(viii) Any calls (other than mandatory sinking fund redemptions or redemptions at
maturity);
(ix) Any defeasances;
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(x) Any release, substitution or sale of property securing repayment of any series of
the Bonds; and
(xi) Any rating changes.
(b) The City shall also provide to the SID, if any, and to each NRMSIR or to the MSRB, as
promptly as practicable notice of any failure of the City to provide the NRMSIRs and the SID, if any, the
annual financial information or operating data required by Section 3 on or before the date specified.
SECTION 5. Termination of Reporting Obligation. The City's obligations under these
Instructions shall terminate with respect to each series of Bonds upon the defeasance, prior redemption or
payment in full of all of such series of Bonds.
SECTION 6. Amendment, Waiver. (a) The provisions of these Instructions may be amended
only by a written instrument executed by the Mayor of the City if the City receives an opinion from Bond
Counsel to the effect that these Instructions, as so amended, are in compliance with Rule 15c2-12 and all
current amendments thereto and interpretations thereof that are applicable to these Instructions.
(b) If an amendment is made to these Instructions, the City shall describe in the next annual
financial report submitted to the NRMSIRs pursuant to Section 3 the substance of the amendment, the
reasons for such amendment and the impact of such amendment on the type of operating data or financial
information required to be provided under these Instructions.
SECTION 7. Additional Information. Nothing in these Instructions shall be deemed to prevent
the City from disseminating any other information, or including any other information in any report or
notice made hereunder, in addition to that which is required by these Instructions. If the City chooses to
include any information in any report or notice made hereunder in addition to that which is specifically
required by these Instructions, the City shall have no obligation hereunder to update such information or
include it in any future report or notice.
SECTION 8. Noncompliance. The provisions of these Instructions shall be subject to specific
enforcement or action in mandamus in a court of equity by any beneficial owner of any series of the Bonds.
A breach of the provisions of this Section shall not constitute a default or event of default under the
resolution adopted by the City authorizing any series of the Bonds.
SECTION 9. Beneficiaries. These Instructions are for the benefit of the City, the Participating
Underwriters and the beneficial owners of any series of the Bonds, and shall create no rights in any other
person.
SECTION 10. Applicability to Future Series of Bonds. These Instructions shall apply to any future
series of Bonds of the City that the City elects to have subject to these Instructions at the time of issuance
thereof. These Instructions shall constitute the undertaking of the City with respect to any such future series
of Bonds for the purpose of any Participating Underwriters determining compliance with Rule 15c2-12.
Nothing contained herein shall obligate the City to adopt these Instructions with respect to any future bonds
or municipal obligations issued by the City.
Dated: May 6, 1996.
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CITY OF SALINA, KANSAS