18-7563 Issuance, Sale & Delivery of General Obligation Temporary Notes, Series 2018-1 RESOLUTION NO. 18-7563
A RESOLUTION AUTHORIZING AND DIRECTING THE ISSUANCE, SALE AND
DELIVERY OF GENERAL OBLIGATION TEMPORARY NOTES, SERIES 2018-1,
OF THE CITY OF SALINA, KANSAS; PROVIDING FOR THE LEVY AND
COLLECTION OF AN ANNUAL TAX, IF NECESSARY, FOR THE PURPOSE OF
PAYING THE PRINCIPAL OF AND INTEREST ON SAID NOTES AS THEY
BECOME DUE; MAKING CERTAIN COVENANTS AND AGREEMENTS TO
PROVIDE FOR THE PAYMENT AND SECURITY THEREOF; AND
AUTHORIZING CERTAIN OTHER DOCUMENTS AND ACTIONS CONNECTED
THEREWITH.
WHEREAS, the City of Salina. Kansas (the "Issuer") is a municipal corporation, duly created,
organized and existing under the Constitution and laws of the State; and
WHEREAS, pursuant to the provisions of the laws of the State of Kansas applicable thereto, by
proceedings duly had, the governing body of the Issuer has caused the following improvements (the
"Improvements")to be made in the City, to-wit:
Estimated
Financeable Funding
Project Description Ord/Res. No. Authority Cost Allocation
Downtown Ord. 17-10888 K.S.A. 12-631r; $14,650,000.00 $4,269.876.18
Streetscape K.S.A. 12-685 et seq.;
K.S.A. 65-163u
Police Training Res. 17-7458 K.S.A. 12-1736 et seq. 4,900,000.00 671,239.40
Center
Grand Prairie Res. 16-7394; K.S.A. 12-6a01 et seq. 337,847.08 333,120.32
Addition, Phase II Ord. 18-10932
River Trail Second Res. 16-7365; K.S.A. 12-6a01 et seq. 767,110.15 725,764.10
Addition Ord. 18-10932
Principal Amount of Notes= S6,000,000.00
: and
WHEREAS, the governing body of the Issuer is authorized by law to issue general obligation bonds
to pay a portion of the costs of the Improvements; and
WHEREAS, it is necessary for the Issuer to provide cash funds (from time to time) to meet its
obligations incurred in constructing the Improvements prior to the completion thereof and the issuance of the
Issuer's general obligation bonds, and it is desirable and in the interest of the Issuer that such funds be raised by
the issuance of temporary notes of the Issuer pursuant to the Act; and
WHEREAS, the Issuer has previously issued the following temporary notes to temporarily finance a
portion of the costs of the Improvements (the "Existing Notes"):
Dated Maturity Original Outstanding
Series Date Date Amount Amount
2017-1 July 27, 2017 August 1, 2018 $2,180.000 52;180,000
WHEREAS, all aspects of certain of the Improvements will not be completed prior to the maturity
date of the Existing Notes, certain of the Improvements are complete but the issuance of general obligation
bonds to fund such Improvements is delayed due to the timing of receipt of the City's audited financial
statements for the fiscal year ended December 31. 2017, and it is thus necessary for the Issuer to provide cash
funds to meet its obligations on a portion of the Existing Notes by the issuance of additional temporary notes of
the Issuer pursuant to the Act; and
WHEREAS, the Issuer proposes to issue its temporary notes to pay a portion of the costs of the
8 Improvements and to retire a portion of the Existing Notes; and
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WHEREAS, the governing body of the Issuer hereby finds and determines that it is necessary for
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the Issuer to authorize the issuance and delivery of the Notes in the principal amount of 56,000,000 to pay a
portion of the costs of the Improvements and retire the Existing Notes.
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. In addition to words and terms defined
elsewhere herein, the following words and terms as used in this Note Resolution shall have the meanings
hereinafter set forth. Unless the context shall otherwise indicate, words importing the singular number shall
include the plural and vice versa, and words importing persons shall include firms, associations and
corporations, including public bodies, as well as natural persons.
"Act" means the Constitution and statutes of the State including K.S.A. 10-101 to 10-125, inclusive,
specifically including K.S.A. 10-123, K.S.A. 10-620 et seq., K.S.A. 12-631r et seq.. K.S.A. 12-685 et seq.,
K.S.A. 12-6a01 et seq., K.S.A. 12-1736 et seq. and K.S.A. 65-163u, all as amended and supplemented from
time to time.
"Authorized Denomination" means $100,000 or an integral multiple of$5,000 in excess thereof.
"Beneficial Owner" of the Notes includes any Owner of the Notes and any other Person who,
directly or indirectly has the investment power with respect to any of the Notes.
"Bond and Interest Fund" means the Bond and Interest Fund of the Issuer for its general obligation
bonds.
"Bond Counsel" means the firm of Gilmore & Bell, P.C., or any other attorney or firm of attorneys
whose expertise in matters relating to the issuance of obligations by states and their political subdivisions is
nationally recognized and acceptable to the Issuer.
"Business Day" means a day other than a Saturday, Sunday or holiday on which the Paying Agent is
scheduled in the normal course of its operations to be open to the public for conduct of its operations.
"City" means the City of Salina, Kansas.
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"Clerk" means the duly appointed and acting Clerk of the Issuer or, in the Clerk's absence, the duly
appointed Deputy,Assistant or Acting Clerk of the Issuer.
"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.
"Costs of Issuance" means all costs of issuing the Notes, including but not limited to all publication,
printing, signing and mailing expenses in connection therewith, registration fees, financial advisory fees, all
8 legal fees and expenses of Bond Counsel and other legal counsel, expenses incurred in connection with
p compliance with the Code, and all expenses incurred in connection with receiving ratings on the Notes.
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"Dated Date" means July 30, 2018.
"Debt Service Account" means the Debt Service Account for General Obligation Temporary Notes,
Series 2018-1 (within the Bond and Interest Fund)created pursuant to Section 501 hereof.
"Debt Service Requirements" means the aggregate principal payments and interest payments on
the Notes for the period of time for which calculated; provided, however, that for purposes of calculating
such amount, principal and interest shall be excluded from the determination of Debt Service Requirements
to the extent that such principal or interest is payable from amounts deposited in trust, escrowed or otherwise
set aside for the payment thereof with the Paying Agent or other commercial bank or trust company located
in the State and having full trust powers.
"Defaulted Interest" means interest on any Note which is payable but not paid on any Interest
Payment Date.
"Defeasance Obligations" means any of the following obligations:
(a) United States Government Obligations that are not subject to redemption in advance of their
maturity dates; or
(b) obligations of any state or political subdivision of any state, the interest on which is excluded
from gross income for federal income tax purposes and which meet the following conditions:
(1) the obligations are (i) not subject to redemption prior to maturity or (ii) the trustee
for such obligations has been given irrevocable instructions concerning their calling and redemption
and the issuer of such obligations has covenanted not to redeem such obligations other than as set
forth in such instructions;
(2) the obligations are secured by cash or United States Government Obligations that
may be applied only to principal of, premium, if any, and interest payments on such obligations;
(3) such cash and the principal of and interest on such United States Government
Obligations(plus any cash in the escrow fund) are sufficient to meet the liabilities of the obligations;
(4) such cash and United States Government Obligations serving as security for the
obligations are held in an escrow fund by an escrow agent or a trustee irrevocably in trust;
(5) such cash and United States Government Obligations are not available to satisfy'any
other claims, including those against the trustee or escrow agent; and
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(6) such obligations are rated in a rating category by Moody's or Standard & Poor's that
is no lower than the rating category then assigned by that Rating Agency to United States
Government Obligations.
"Derivative" means any investment instrument whose market price is derived from the fluctuating
value of an underlying asset, index, currency, futures contract, including futures, options and collateralized
mortgage obligations.
"Director of Finance" means the duly appointed and acting Director of Finance and Administration
of the Issuer or, in the Director's absence, the duly appointed Deputy,Assistant or Acting Director of Finance
and Administration of the Issuer.
"Event of Default" means each of the following occurrences or events:
(a) Payment of the principal and of the redemption premium, if any, of any of the Notes shall
not be made when the same shall become due and payable, either at Stated Maturity or by proceedings for
redemption or otherwise;
(b) Payment of any installment of interest on any of the Notes shall not be made when the same
shall become due; or
(c) The Issuer shall default in the due and punctual performance of any other of the covenants,
conditions, agreements and provisions contained in the Notes or in this Note Resolution on the part of the
Issuer to be performed, and such default shall continue for thirty (30) days after written notice specifying
such default and requiring same to be remedied shall have been given to the Issuer by the Owner of any of
the Notes then Outstanding.
"Federal Tax Certificate" means the Issuer's Federal Tax Certificate dated as of the Issue Date, as
the same may be amended or supplemented in accordance with the provisions thereof.
"Financeable Costs" means the amount of expenditure for an Improvement which has been duly
authorized by action of the governing body of the Issuer to be financed by general obligation bonds, less: (a)
the amount of any temporary notes or general obligation bonds of the Issuer which are currently Outstanding
and available to pay such Financeable Costs; and (b) any amount of Financeable Costs which has been
previously paid by the Issuer or by any eligible source of funds unless such amounts are entitled to be
reimbursed to the Issuer under State or federal law.
"Fiscal Year" means the twelve month period ending on December 31.
"Funds and Accounts" means funds and accounts created by or referred to in Section 501 hereof.
"Improvement Fund" means the Improvement Fund for General Obligation Temporary Notes,
Series 2018-1 created pursuant to Section 501 hereof.
"Improvements" means the improvements referred to in the preamble to this Note Resolution and
any Substitute Improvements.
"Independent Accountant" means an independent certified public accountant or firm of
independent certified public accountants at the time employed by the Issuer for the purpose of carrying out
the duties imposed on the Independent Accountant by this Note Resolution.
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"Interest Payment Date(s)" means the Maturity of the Note.
"Issue Date" means the date when the Issuer delivers the Notes to the Purchaser in exchange for the
Purchase Price.
2 "Issuer" means the City and any successors or assigns.
"Maturity" when used with respect to any Note means the date on which the principal of such Note
becomes due and payable as therein and herein provided, whether at the Stated Maturity thereof or call for
redemption or otherwise.
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"Mayor" means the duly elected and acting Mayor, or in the Mayor's absence, the duly appointed
and/or elected Vice Mayor or Acting Mayor of the Issuer.
"Moody's" means Moody's Investors Service, a corporation organized and existing under the laws of
the State of Delaware, and its successors and assigns, and, if such corporation shall be dissolved or liquidated or
shall no longer perform the functions of a securities rating agency, "Moody's" shall be deemed to refer to any
other nationally recognized securities rating agency designated by the Issuer.
"Note Payment Date" means any date on which principal of or interest on any Note is payable.
"Note Purchase Agreement" means the Note Purchase Agreement dated as of July 9, 2018,
between the Issuer and the Purchaser.
"Note Register" means the books for the registration, transfer and exchange of Notes kept at the
office of the Note Registrar.
"Note Registrar" means the State Treasurer and its successors and assigns.
"Note Resolution" means this resolution relating to the Notes.
"Notes" means the General Obligation Temporary Notes, Series 2018-1, authorized and issued by
the Issuer pursuant to this Note Resolution.
"Notice Address" means with respect to the following entities:
(a) To the Issuer at:
City of Salina. Kansas
Attn: City Clerk
300 West Ash
Salina, Kansas 67402
Fax: (785) 309-5738
(b) To the Paying Agent at:
State Treasurer of the State of Kansas
Landon Office Building
900 Southwest Jackson, Suite 201
Topeka, Kansas 66612-1235
Fax: (785) 296-6976
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(c) To the Purchaser:
The Bennington State Bank
2130 South Ohio Street
Salina, Kansas 67401
"Notice Representative" means:
(a) With respect to the Issuer, the Clerk.
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(b) With respect to the Note Registrar and Paying Agent, the Director of Bond Services.
(c) With respect to the Purchaser, Darren Gragg, Senior Vice President/COO.
"Outstanding" means, when used with reference to the Notes, as of a particular date of
determination, all Notes theretofore authenticated and delivered, except the following Notes:
(a) Notes theretofore canceled by the Paying Agent or delivered to the Paying Agent for
cancellation;
(b) Notes deemed to be paid in accordance with the provisions of Article VII hereof; and
(c) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered
hereunder.
"Owner" when used with respect to any Note means the Person in whose name such Note is
registered on the Note Register. Whenever consent of the Owners is required pursuant to the terms of this
Note Resolution, and the Owner of the Notes, as set forth on the Note Register, is Cede & Co., the term
Owner shall be deemed to be the Beneficial Owner of the Notes.
"Paying Agent" means the State Treasurer, and any successors and assigns.
"Permitted Investments" shall mean the investments hereinafter described, provided, however, no
moneys or funds shall be invested in a Derivative: (a) investments authorized by K.S.A. 12-1675 and
amendments thereto; (b) the municipal investment pool established pursuant to K.S.A. I2-1677a, and
amendments thereto; (c) direct obligations of the United States Government or any agency thereof; (d) the
Issuer's temporary notes issued pursuant to K.S.A. 10-123 and amendments thereto; (e) interest-bearing time
deposits in commercial banks or trust companies located in the county or counties in which the Issuer is
located which are insured by the Federal Deposit Insurance Corporation or collateralized by securities
described in (c); (0 obligations of the federal national mortgage association, federal home loan banks, federal
home loan mortgage corporation or government national mortgage association; (g) repurchase agreements
for securities described in (c) or (0; (h) investment agreements or other obligations of a financial institution
the obligations of which at the time of investment are rated in either of the three highest rating categories by
Moody's or Standard & Poor's; (i) investments and shares or units of a money market fund or trust, the
portfolio of which is comprised entirely of securities described in (c)or(0; (j)receipts evidencing ownership
interests in securities or portions thereof described in (c) or (0; (k) municipal bonds or other obligations
issued by any municipality of the State as defined in K.S.A. 10-1101 which are general obligations of the
municipality issuing the same; or (I) bonds of any municipality of the State as defined in K.S.A. 10-1101
which have been refunded in advance of their maturity and are fully secured as to payment of principal and
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interest thereon by deposit in trust, under escrow agreement with a bank, of securities described in (c) or(f),
all as may be further restricted or modified by amendments to applicable State law.
"Person" means any natural person, corporation, partnership,joint venture, association, firm,joint-
stock company, trust, unincorporated organization, or government or any agency or political subdivision
thereof or other public body.
"Purchase Price" means the amount set forth in the Note Purchase Agreement.
"Purchaser" means The Bennington State Bank, Salina, Kansas, the original purchaser of the Notes,
and any successors and assigns.
"Rebate Fund" means the Rebate Fund for General Obligation Temporary Notes, Series 2018-1 .
created pursuant to Section 501 hereof. •
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"Record Dates" for the interest payable on any Interest Payment Date means the fifteenth day
(whether or not a Business Day) of the calendar month next preceding such Interest Payment Date.
"Redemption Date" when used with respect to any Note to be redeemed means the date fixed for
the redemption of such Note pursuant to the terms of this Note Resolution.
"Redemption Price" when used with respect to any Note to be redeemed means the price at which
such Note is to be redeemed pursuant to the terms of this Note Resolution, including the applicable
redemption premium, if any, but excluding installments of interest whose Stated Maturity is on or before the
Redemption Date.
"Refunded Notes" means the Series 2017-1 Notes maturing on August 1, 2018, in the aggregate
principal amount of 52,180.000.
"Refunded Notes Paying Agent" means the paying agent for the Refunded Notes as designated in
the Refunded Notes Resolution, and any successor or successors at the time acting as paying agent of the
Refunded Notes.
"Refunded Notes Resolution" means the resolution which authorized the Refunded Notes.
"Series 2017-1 Notes" means the Issuer's General Obligation Temporary Notes, Series 2017-1,
dated July 27, 2017.
"Special Record Date" means the date fixed by the Paying Agent pursuant to Article II hereof for
the payment of Defaulted Interest.
"Standard & Poor's" or "S&P" means S&P Global Ratings, a division of S&P Global Inc., a
corporation organized and existing under the laws of the State of New York, and its successors and assigns,
and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities
rating agency, Standard & Poor's shall be deemed to refer to any other nationally recognized securities rating
agency designated by the Issuer.
"State" means the state of Kansas.
"State Treasurer" means the duly elected Treasurer or, in the Treasurer's absence, the duly
appointed Deputy Treasurer or acting Treasurer of the State.
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"Stated Maturity" when used with respect to any Note or any installment of interest thereon means
the date specified in such Note and this Note Resolution as the fixed date on which the principal of such Note
or such installment of interest is due and payable.
"Substitute Improvements" means the substitute or additional improvements of the Issuer
w described in Article V hereof.
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"Treasurer" means the duly appointed and/or elected Treasurer or, in the Treasurer's absence, the
duly appointed Deputy Treasurer or acting Treasurer of the Issuer.
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"United States Government Obligations" means bonds, notes, certificates of indebtedness,
treasury bills or other securities constituting direct obligations of, or obligations the principal of and interest
on which are fully and unconditionally guaranteed as to full and timely payment by, the United States of
America, including evidences of a direct ownership interest in future interest or principal payment on
obligations issued by the United States of America (including the interest component of obligations of the
Resolution Funding Corporation), or securities which represent an undivided interest in such obligations,
which obligations are rated in the highest rating category by a nationally recognized rating service and such
obligations are held in a custodial account for the benefit of the Issuer.
ARTICLE II
AUTHORIZATION AND DETAILS OF THE NOTES
Section 201. Authorization of the Notes. There shall be issued and hereby are authorized and
directed to be issued the General Obligation Temporary Notes, Series 2018-1, of the Issuer in the principal
amount of $6,000,000, for the purpose of providing funds to: (a) pay a portion of the costs of the
Improvements; (b) retire the Refunded Notes; and (c) pay Costs of Issuance.
Section 202. Description of the Notes. The Notes shall consist of fully registered notes in
Authorized Denominations, and shall be numbered in such manner as the Note Registrar shall determine. All
of the Notes shall be dated as of the Dated Date, shall become due in the amounts, on the Stated Maturity,
subject to redemption and payment prior to the Stated Maturity as provided in Article III hereof, and shall
bear interest at the rates per annum as follows:
Stated Maturity Principal Annual Rate
December 1 Amount of Interest
2018 56,000,000 1.990%
The Notes shall bear interest at the above specified rates (computed on the basis of a 360-day year of
twelve 30-day months) from the later of the Dated Date or the most recent Interest Payment Date to which
interest has been paid on the Interest Payment Dates in the manner set forth in Article II hereof.
Each of the Notes, as originally issued or issued upon transfer, exchange or substitution, shall be
printed in accordance with the format required by the Attorney General of the State and shall be substantially
in the form attached hereto as EXHIBIT or as may be required by the Attorney General pursuant to the
Notice of Systems of Registration for Kansas Municipal Bonds, 2 Kan. Reg. 921 (1983), in accordance with
the Kansas Bond Registration Law. K.S.A. 10-620 et seq.
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Section 203. Designation of Paying Agent and Note Registrar. The State Treasurer is hereby
designated as the Paying Agent for the,payment of principal of and interest on the Note and Note Registrar
with respect to the registration, transfer and exchange of Notes. The Mayor of the Issuer is hereby
authorized and empowered to execute on behalf of the Issuer an agreement with the Note Registrar and
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Paying Agent for the Notes.
w The Issuer will at all times maintain a Paying Agent and Note Registrar meeting the qualifications
herein described for the performance of the duties hereunder. The Issuer reserves the right to appoint a
successor Paying Agent or Note Registrar by (a) filing with the Paying Agent or Note Registrar then
performing such function a certified copy of the proceedings giving notice of the termination of such Paying
Agent or Note Registrar and appointing a successor, and (b) causing notice of appointment of the successor
Paying Agent and Note Registrar to be given by first class mail to each Owner. No resignation or removal of
the Paying Agent or Note Registrar shall become effective until a successor has been appointed and has
accepted the duties of Paying Agent or Note Registrar.
Even' Paying Agent or Note Registrar appointed hereunder shall at all times meet the requirements
of K.S.A. 10-501 et seq. and K.S.A. 10-620 et seq., respectively.
Section 204. Method and Place of Payment of the Notes. The principal of, or Redemption
Price, if any, and interest on the Notes shall be payable in any coin or currency which, on the respective dates
of payment thereof, is legal tender for the payment of public and private debts.
The principal or Redemption Price of and interest on each Note shall be paid at Maturity to the
Person in whose name such Note is registered on the Note Register at the Maturity thereof, upon presentation
and surrender of such Note at the principal office of the Paying Agent. Such amounts shall be paid to the
Owner of such Note as shown on the Note Register at the close of business on the Record Date for such
interest (a) by check or draft mailed by the Paying Agent to the address of such Owner shown on the Note
Register or at such other address as is furnished to the Paying Agent in writing by such Owner; or(b) in the
case of a payment to any Owner of$500,000 or more in aggregate principal amount of Notes, by electronic
transfer to such Owner upon written notice given to the Note Registrar by such Owner, not less than 15 days
prior to the Record Date for such interest, containing the electronic transfer instructions including the bank,
ABA routing number and account number to which such Owner wishes to have such transfer directed.
Notwithstanding the foregoing provisions of this Section, any Defaulted Interest with respect to any
Note shall cease to be payable to the Owner of such Note on the relevant Record Date and shall be payable to
the Owner in whose name such Note is registered at the close of business on the Special Record Date for the
payment of such Defaulted Interest, which Special Record Date shall be fixed as hereinafter specified in this
paragraph. The Issuer shall notify the Paying Agent in writing of the amount of Defaulted Interest proposed
to be paid on each Note and the date of the proposed payment (which date shall be at least 45 days after
receipt of such notice by the Paying Agent) and shall deposit with the Paying Agent at the time of such notice
an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest
or shall make arrangements satisfactory to the Paying Agent for such deposit prior to the date of the proposed
payment. Following receipt of such funds the Paying Agent shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the
proposed payment. The Paying Agent shall promptly notify the Issuer of such Special Record Date and, in
the name and at the expense of the Issuer, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, by first class mail, postage prepaid, to each
Owner of a Note entitled to such notice at the address of such Owner as it appears on the Note Register not
less than 10 days prior to such Special Record Date.
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The Paying Agent shall keep a record of payment of principal and Redemption Price of and interest
on all Notes and at least annually shall forward a copy or summary of such records to the Issuer.
Section 205. Payments Due on Saturdays, Sundays and Holidays. In any case where a Note
Payment Date is not a Business Day, then payment of principal, Redemption Price or interest need not be
made on such Note Payment Date but may be made on the next succeeding Business Day with the same
force and effect as if made on such Note Payment Date, and no interest shall accrue for the period after such
cc
Tv Note Payment Date.
Section 206. Registration,Transfer and Exchange of Notes. The Issuer covenants that, as long
as any of the Notes remain Outstanding, it will cause the Note Register to be kept at the office of the Note
Registrar as herein provided. Each Note when issued shall be registered in the name of the Owner thereof on
the Note Register.
Notes may be transferred and exchanged only on the Note Register as provided in this Section.
Upon surrender of any Note at the principal office of the Note Registrar, the Note Registrar shall transfer or
exchange such Note for a new Note or Notes in any Authorized Denomination of the same Stated Maturity
and in the same aggregate principal amount as the Note that was presented for transfer or exchange.
The Notes shall be transferable by the Purchaser or subsequent transferee only upon prior delivery to
the Note Registrar and the Issuer an investment letter in substantially the form of Exhibit B hereto, signed by
the transferee, stating that (a) the transferee is either (1) an "accredited investor" as defined in Rule 501 of
Regulation D of the Securities and Exchange Commission (the"SEC")or(2)a "qualified institutional buyer"
as defined in Rule 144A under the Securities Act of 1933, as amended, (b) the transferee is purchasing the
Notes for its own account for investment and with no present intention of selling or transferring the Notes,
(c) the transferee has been provided with or given access to all financial and other information requested
relating to the Notes or which it deems material in connection with the purchase of Notes, (d) the transferee
considers that it has such knowledge and experience in financial and business matters, including the purchase
of tax-exempt obligations, as to be independently capable of evaluating the merits and risks of investment in
the Notes and to make an informed decision with respect thereto, and (e) the transferee understands that the
Notes are subject to all terms and conditions of this Note Resolution. The Notes shall be held by no more
than five(5) persons at any time.
Notes 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 Note Registrar, duly executed by the Owner thereof or by the Owner's duly authorized agent.
In all cases in which the privilege of transferring or exchanging Notes is exercised, the Note
Registrar shall authenticate and deliver Notes in accordance with the provisions of this Note Resolution. The
Issuer shall pay the fees and expenses of the Note Registrar for the registration, transfer and exchange of
Notes provided for by this Note Resolution and the cost of printing a reasonable supply of registered note
blanks. Any additional costs or fees that might be incurred in the secondary market, other than fees of the
Note Registrar, are the responsibility of the Owners of the Notes. In the event any Owner fails to provide a
correct taxpayer identification number to the Paying Agent, the Paying Agent may make a charge against
such Owner sufficient to pay any governmental charge required to be paid as a result of such failure. In
compliance with Section 3406 of the Code, such amount may be deducted by the Paying Agent from
amounts otherwise payable to such Owner hereunder or under the Notes.
The Issuer and the Note Registrar shall not be required (a) to register the transfer or exchange of any
Note that has been called for redemption after notice of such redemption has been mailed by the Paying
Agent pursuant to Article III hereof and during the period of 15 days next preceding the date of mailing of
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such notice of redemption; or (b) to register the transfer or exchange of any Note during a period beginning
at the opening of business on the day after receiving written notice from the Issuer of its intent to pay
Defaulted Interest and ending at the close of business on the date fixed for the payment of Defaulted Interest
pursuant to this Article 7/.
The Issuer and the Paying Agent may deem and treat the Person in whose name any Note is
registered on the Note Register as the absolute Owner of such Note, whether such Note is overdue or not, for
the purpose of receiving payment of, or on account of, the principal or Redemption Price of and interest on
said Note and for all other purposes. All payments so made to any such Owner or upon the Owner's order
shall be valid and effective to satisfy and discharge the liability upon such Note to the extent of the sum or
sums so paid,and neither the Issuer nor the Paying Agent shall be affected by any notice to the contrary.
At reasonable times and under reasonable regulations established by the Note Registrar, the Note
Register may be inspected and copied by the Owners(or a designated representative thereof)of 10% or more
in principal amount of the Notes then Outstanding or any designated representative of such Owners whose
authority is evidenced to the satisfaction of the Note Registrar.
Section 207. Execution, Registration, Authentication and Delivery of Notes. Each of the
Notes, including any Notes issued in exchange or as substitutions for the Notes initially delivered, shall be
executed for and on behalf of the Issuer by the manual or facsimile signature of the Mayor, attested by the
manual or facsimile signature of the Clerk and the seal of the Issuer shall be affixed thereto or imprinted
thereon. The Mayor and Clerk are hereby authorized and directed to prepare and execute the Notes in the
manner herein specified, and to cause the Notes to be registered in the office of the Clerk, which registration
shall be evidenced by the manual or facsimile signature of the Clerk with the seal of the Issuer affixed thereto
or imprinted thereon. The Notes shall also be registered in the office of the State Treasurer, which
registration shall be evidenced by the manual or facsimile signature of the State Treasurer with the seal of the
State Treasurer affixed thereto or imprinted thereon. The Notes shall be countersigned by the manual or
facsimile signature of the Clerk and the seal of the Issuer shall be affixed or imprinted adjacent thereto
following registration of the Notes by the Treasurer of the State of Kansas. In case any officer whose
signature appears on any Notes ceases to be such officer before the delivery of such Notes, such signature
shall nevertheless be valid and sufficient for all purposes, as if such person had remained in office until
delivery. Any Note may be signed by such persons who at the actual time of the execution of such Note are
the proper officers to sign such Note although at the date of such Note such persons may not have been such
officers.
The Mayor and Clerk are hereby authorized and directed to prepare and execute the Notes as herein
specified, and when duly executed, to deliver the Notes to the Note Registrar for authentication.
The Notes shall have endorsed thereon a certificate of authentication substantially in the form
attached hereto as EXHIBIT A hereof, which shall be manually executed by an authorized officer or
employee of the Note Registrar, but it shall not be necessary that the same officer or employee sign the
certificate of authentication on all of the Notes that may be issued hereunder at any one time. No Note shall
be entitled to any security or benefit under this Note Resolution or be valid or obligatory for any purpose
unless and until such certificate of authentication has been duly executed by the Note Registrar. Such
executed certificate of authentication upon any Note shall be conclusive evidence that such Note has been
duly authenticated and delivered under this Note Resolution. Upon authentication, the Note Registrar shall
deliver the Notes to the Purchaser upon instructions of the Issuer or its representative.
Section 208. Mutilated, Lost, Stolen or Destroyed Notes. If (a) any mutilated Note is
surrendered to the Note Registrar or the Note Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Note, and (b) there is delivered to the Issuer and the Note Registrar such security or
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indemnity as may be required by each of them, then, in the absence of notice to the Issuer or the Note
Registrar that such Note has been acquired by a bona fide purchaser, the Issuer shall execute and, upon the
Issuer's request, the Note Registrar shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Note, a new Note of the same Stated Maturity and of like tenor and
principal amount.
If any such mutilated, destroyed, lost or stolen Note has become or is about to become due and
payable, the Issuer, in its discretion, may pay such Note instead of issuing a new Note.
Upon the issuance of any new Note under this Section, the Issuer may require the payment by the
Owner of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses(including the fees and expenses of the Paying Agent)connected therewith.
Every new Note issued pursuant to this Section shall constitute a replacement of the prior obligation
of the Issuer, and shall be entitled to all the benefits of this Note Resolution equally and ratably with all other
Outstanding Notes.
Section 209. Cancellation and Destruction of Notes Upon Payment. All Notes that have been
paid or redeemed or that otherwise have been surrendered to the Paying Agent, either at or before Maturity,
shall be cancelled by the Paying Agent immediately upon the payment, redemption and surrender thereof to
the Paying Agent and subsequently destroyed in accordance with the customary practices of the Paying
Agent. The Paying Agent shall execute a certificate in duplicate describing the Notes so cancelled and
destroyed and shall file an executed counterpart of such certificate with the Issuer.
Section 210. Nonpresentment of Notes. If any Note is not presented for payment when the
principal thereof becomes due at Maturity, if funds sufficient to pay such Note have been made available to
the Paying Agent all liability of the Issuer to the Owner thereof for the payment of such Note shall forthwith
cease, determine and be completely discharged, and thereupon it shall be the duty of the Paying Agent to
hold such funds, without liability for interest thereon, for the benefit of the Owner of such Note, who shall
thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Note
Resolution or on, or with respect to, said Note. If any Note is not presented for payment within four (4)
years following the date when such Note becomes due at Maturity, the Paying Agent shall repay, without
liability for interest thereon, to the Issuer the funds theretofore held by it for payment of such Note, and such
Note shall, subject to the defense of any applicable statute of limitation, thereafter be an unsecured obligation
of the Issuer, and the Owner thereof shall be entitled to look only to the Issuer for payment, and then only to
the extent of the amount so repaid to it by the Paying Agent, and the Issuer shall not be liable for any interest
thereon and shall not be regarded as a trustee of such money.
Section 211. Sale of the Notes — Note Purchase Agreement. The execution of the Note
Purchase Agreement by the Mayor is hereby ratified and confirmed. Pursuant to the Note Purchase
Agreement, the Issuer agrees to sell the Notes to the Purchaser for the Purchase Price, upon the terms and
conditions set forth therein.
ARTICLE III
REDEMPTION OF NOTES
Section 301. Redemption by Issuer.
Optional Redemption. At the option of the Issuer, the Notes will be subject to redemption and
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payment prior to maturity, at any time, as a whole or in part (selection of the amount of Notes to be redeemed
to be determined by the Issuer in such equitable manner as it may determine), at the redemption price of
100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the Redemption
Date.
2 Section 302. Selection of Notes to be Redeemed. Notes shall be redeemed only in an
Authorized Denomination. \Vhen less than all of the Notes are to be redeemed and paid prior to their Stated
Maturity, such Notes shall be redeemed in such manner as the Issuer shall determine. Notes of less than a
13 full Stated Maturity shall be selected by the Note Registrar in a minimum Authorized Denomination of
= principal amount in such equitable manner as the Note Registrar may determine.
In the case of a partial redemption of Notes by lot when Notes of denominations greater than a
minimum Authorized Denomination are then Outstanding, then for all purposes in connection with such
redemption each minimum Authorized Denomination of face value shall be treated as though it were a
separate Note of the denomination of a minimum Authorized Denomination. If it is determined that one or
more, but not all, of a minimum Authorized Denomination of face value represented by any Note is selected
for redemption, then upon notice of intention to redeem a minimum Authorized Denomination, the Owner or
the Owner's duly authorized agent shall forthwith present and surrender such Note to the Note Registrar: (I)
for payment of the Redemption Price and interest to the Redemption Date of a minimum Authorized
Denomination of face value called for redemption, and (2) for exchange, without charge to the Owner
thereof, for a new Note or Notes of the aggregate principal amount of the unredeemed portion of the
principal amount of such Note. If the Owner of any such Note fails to present such Note to the Paying Agent
for payment and exchange as aforesaid, such Note shall; nevertheless, become due and payable on the
redemption date to the extent of a minimum Authorized Denomination of face value called for redemption
(and to that extent only).
Section 303. Notice and Effect of Call for Redemption. In the event the Issuer desires to call
the Notes for redemption prior to maturity, written notice of such intent shall be provided to the Note
Registrar in accordance with K.S.A. 10-129, as amended, not less than 45 days prior to the Redemption Date.
The Note Registrar shall call Notes for redemption and payment and shall give notice of such redemption as
herein provided upon receipt by the Note Registrar at least 45 days prior to the Redemption Date of written
instructions of the Issuer specifying the principal amount, Stated Maturities, Redemption Date and
Redemption Prices of the Notes to be called for redemption. The Paying Agent may in its discretion waive
such notice period so long as the notice requirements set forth in this Section are met.
Unless waived by any Owner of Notes to be redeemed, if the Issuer shall call any Notes for
redemption and payment prior to the Stated Maturity thereof, the Issuer shall give written notice of its
intention to call and pay said Notes to the Note Registrar, the State Treasurer and the Purchaser. In addition,
the Issuer shall cause the Note Registrar to give written notice of redemption to the Owners of said Notes.
Each of said written notices shall be deposited in the United States first class mail not less than 30 days prior
to the Redemption Date.
All official notices of redemption shall be dated and shall contain the following information:
(a) the Redemption Date;
(b) the Redemption Price;
(c) if less than all Outstanding Notes are to be redeemed, the identification (and, in the case of
partial redemption of any Notes,the respective principal amounts)of the Notes to be redeemed;
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(d) a statement that on the Redemption Date the Redemption Price will become due and payable
upon each such Note or portion thereof called for redemption and that interest thereon shall cease to accrue
from and after the Redemption Date; and
(e) the place where such Notes are to be surrendered for payment of the Redemption Price,
which shall be the principal office of the Paying Agent.
The failure of any Owner to receive notice given as heretofore provided or an immaterial defect
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therein shall not invalidate any redemption.
5 Prior to any Redemption Date, the Issuer shall deposit with the Paying Agent an amount of money
sufficient to pay the Redemption Price of all the Notes or portions of Notes that are to be redeemed on such
Redemption Date.
Official notice of redemption having been given as aforesaid, the Notes or portions of Notes to be
redeemed shall become due and payable on the Redemption Date, at the Redemption Price therein specified,
and from and after the Redemption Date (unless the Issuer defaults in the payment of the Redemption Price)
such Notes or portion of Notes shall cease to bear interest. Upon surrender of such Notes for redemption in
accordance with such notice, the Redemption Price of such Notes shall be paid by the Paying Agent.
Installments of interest due on or prior to the Redemption Date shall be payable as herein provided for
payment of interest. Upon surrender for any partial redemption of any Note, there shall be prepared for the
Owner a new Note or Notes of the same Stated Maturity in the amount of the unpaid principal as provided
herein. All Notes that have been surrendered for redemption shall be cancelled and destroyed by the Paying
Agent as provided herein and shall not be reissued.
In addition to the foregoing notice, further notice may be given by the Issuer or the Note Registrar on
behalf of the Issuer as set out below, but no defect in said further notice nor any failure to give all or any
portion of such further notice shall in any manner defeat the effectiveness of a call for redemption.if official
notice thereof is given as above prescribed:
(a) Each further notice of redemption given hereunder shall contain the information required
above for an official notice of redemption plus (I) the date of issue of the Notes as originally issued; (2) the
rate of interest borne by each Note being redeemed; (3) the maturity date of each Note being redeemed; and
(4) any other descriptive information needed to identify accurately the Notes being redeemed.
(b) Each further notice of redemption shall be sent at least one day before the mailing of notice
to Owners by first class, registered or certified mail or overnight delivery, as determined by the Note
Registrar, to all registered securities depositories then in the business of holding substantial amounts of
obligations of types comprising the Notes and to one or more national information services that disseminate
notices of redemption of obligations such as the Notes.
The Paying Agent is also directed to comply with any mandatory standards then in effect for
processing redemptions of municipal securities established by the State or the Securities and Exchange
Commission. Failure to comply with such standards shall not affect or invalidate the redemption of any
Note.
ARTICLE IV
SECURITY FOR NOTES
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Section 401. Security for the Notes. The Notes shall be general obligations of the Issuer payable
as to both principal and interest in part from special assessments levied upon the property benefited by the
construction of the Improvements or 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 full faith, credit and resources of the
Issuer are hereby irrevocably pledged for the prompt payment of the principal of and interest on the Notes as
w the same become due.
Section 402. Levy and Collection of Annual Tax. The governing body of the Issuer shall
annually make provision for the payment of principal of, premium, if any, and interest on the Notes as the
5 same become due, if necessary, by levying and collecting the necessary taxes and/or assessments upon all of
the taxable tangible property within the Issuer in the manner provided by law.
The taxes and/or assessments referred to above shall be extended upon the tax rolls and shall be
levied and collected at the same time and in the same manner as the other ad valorem taxes of the Issuer are
levied and collected. The proceeds derived from said taxes shall be deposited in the Bond and Interest Fund,
shall be kept separate and apart from all other funds of the Issuer shall thereafter be deposited in the Debt
Service Account and shall be used solely for the payment of the principal of and interest on the Notes as and
when the same become due, and the fees and expenses of the Paying Agent.
If at any time said taxes and/or assessments are not collected in time to pay the principal of or
interest on the Notes when due, the Treasurer is hereby authorized and directed to pay said principal or
interest out of the general funds of the Issuer and to reimburse said general funds for money so expended
when said taxes are collected.
ARTICLE V
ESTABLISHMENT OF FUNDS AND ACCOUNTS
DEPOSIT AND APPLICATION OF NOTE PROCEEDS
Section 501. Creation of Funds and Accounts. Simultaneously with the issuance of the Notes,
there shall be created within the Treasury of the Issuer the following funds and accounts:
(a) Improvement Fund for General Obligation Temporary Notes, Series 2018-1;
(b) Debt Service Account for General Obligation Temporary Notes, Series 2018-1; and
(c) Rebate Fund for General Obligation Temporary Notes, Series 2018-1.
The Funds and Accounts established herein shall be administered in accordance with the provisions
of this Note Resolution so long as the Notes are Outstanding.
Section 502. Deposit of Note Proceeds. The net proceeds received from the sale of the Notes
shall be deposited simultaneously with the delivery of the Notes as follows:
(a) All accrued interest received from the sale of the Notes shall be deposited in the Debt
Service Account.
(b) The remaining balance of the proceeds derived from the sale of the Notes shall be deposited
in the Improvement Fund.
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Section 503. Application of Moneys in the Improvement Fund; Redemption of Refunded
Notes. Moneys in the Improvement Fund shall be used for the sole purpose of: (a) paying the costs of the
Improvements, in accordance with the plans and specifications therefor approved by the governing body of
the Issuer and on file in the office of the Clerk, including any alterations in or amendments to said plans and
specifications deemed advisable and approved by the governing body of the Issuer; (b) paying Costs of
Issuance; (c) retiring the Refunded Notes; and (d) transferring any amounts to the Rebate Fund required by
this Article V. Upon completion of the Improvements, any surplus remaining in the Improvement Fund shall
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be deposited in the Debt Service Account.
Section 504. Substitution of Improvements; Reallocation of Proceeds.
(a) The Issuer may elect for any reason to substitute or add other public improvements to be
financed with proceeds of the Notes provided the following conditions are met: (1) the Substitute
Improvement and the issuance of general obligation bonds to pay the cost of the Substitute Improvement has
been duly authorized by the governing body of the Issuer in accordance with the laws of the State; (2) a
resolution or ordinance authorizing the use of the proceeds of the Notes to pay the Financeable Costs of the
Substitute Improvement has been duly adopted by the governing body of the Issuer pursuant to this Section,
(3) the Attorney General of the State has approved the amendment made by such resolution or ordinance to
the transcript of proceedings for the Notes to include the Substitute Improvements; and (4) the use of the
proceeds of the Notes to pay the Financeable Cost of the Substitute Improvement will not adversely affect
the tax-exempt status of the Notes under State or federal law.
(b) The Issuer may reallocate expenditure of Note proceeds among all Improvements financed
by the Notes; provided the following conditions are met: (I) the reallocation shall not cause the proceeds of
the Notes allocated to any Improvement to exceed the Financeable Costs of the Improvement; and (2) the
reallocation will not adversely affect the tax-exempt status of the Notes under State or federal law.
Section 505. Application of Moneys in Debt Service Account. All amounts paid and credited to
the Debt Service Account shall be expended and used by the Issuer for the sole purpose of paying the
principal or Redemption Price of and interest on the Notes as and when the same become due and the usual
and customary fees and expenses of the Note Registrar and Paying Agent. The Treasurer is authorized and
directed to withdraw from the Debt Service Account sums sufficient to pay both principal or Redemption
Price of and interest on the Notes and the fees and expenses of the Note Registrar and Paying Agent as and
when the same become due, and to forward such sums to the Paying Agent, if other than the Issuer, in a
manner which ensures that the Paying Agent will receive immediately available funds in such amounts on or
before the Business Day immediately preceding the dates when such principal, interest and fees of the Note
Registrar and Paying Agent will become due. If, through the lapse of time or otherwise, the Owners of Notes
are no longer entitled to enforce payment of the Notes or the interest thereon, the Paying Agent shall return
said funds to the Issuer. All moneys deposited with the Paying Agent shall be deemed to be deposited in
accordance with and subject to all of the provisions contained in this Note Resolution and shall be held in
trust by the Paying Agent for the benefit of the Owners of the Notes entitled to payment from such moneys.
Any moneys or investments remaining in the Debt Service Account after the retirement of the
indebtedness for which the Notes were issued shall be transferred and paid into the Bond and Interest Fund.
•
I
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Section 506. Application of Moneys in the Rebate Fund.
(a) There shall be deposited in the Rebate Fund such amounts as are required to be deposited
therein pursuant to the Federal Tax Certificate. All money at any time deposited in the Rebate Fund shall be
held in trust, to the extent required to satisfy the Rebate Amount (as defined in the Federal Tax Certificate),
for payment to the United States of America, and neither the Issuer nor the Owner of any Notes shall have
any rights in or claim to such money. All amounts deposited into or on deposit in the Rebate Fund shall be
governed by this Section and the Federal Tax Certificate.
(b) The Issuer shall periodically determine the arbitrage rebate, if any, under Code § 148(0 of
the Code in accordance with the Federal Tax Certificate, and the Issuer shall make payments to the United
States of America at the times and in the amounts determined under the Federal Tax Certificate. Any moneys
remaining in the Rebate Fund after redemption and payment of all of the Notes and payment and satisfaction
of any Rebate Amount, or provision made therefor, shall be deposited into the Bond and Interest Fund.
(c) Notwithstanding any other provision of this Note Resolution, including in particular Article
VII hereof, the obligation to pay arbitrage rebate to the United States of America and to comply with all
other requirements of this Section and the Federal Tax Certificate shall survive the defeasance or payment in
full of the Notes.
Section 507. Deposits and Investment of Moneys. Moneys in each of the Funds and Accounts
shall be deposited in accordance with laws of the State, in a bank, savings and loan association or savings
bank organized under the laws of the State, any other state or the United States: (a) which has a main or
branch office located in the Issuer; or (b) if no such entity has a main or branch office located in the Issuer,
with such an entity that has a main or branch office located in the county or counties in which the Issuer is
located. All such depositaries shall be members of the Federal Deposit Insurance Corporation, or otherwise
as permitted by State law. All such deposits shall be invested in Permitted Investments as set forth in this
Article or shall be adequately secured as provided by the laws of the State. All moneys held in the Funds and
Accounts shall be kept separate and apart from all other funds of the Issuer so that there shall be no
commingling with any other funds of the Issuer.
Moneys held in any Fund or Account may be invested in accordance with this Note Resolution and
the Federal Tax Certificate in Permitted Investments; provided, however, that no such investment shall be
made for a period extending longer than to the date when the moneys invested may be needed for the purpose
for which such fund was created. All earnings on any investments held in any Fund or Account shall accrue
to and become a part of such Fund or Account; provided that, during the period of construction of the
Improvements, earnings on the investment of such funds may be credited to the Debt Service Account.
ARTICLE VI
DEFAULT AND REMEDIES
Section 601. Remedies. The provisions of the Note Resolution, including the covenants and
agreements herein contained, shall constitute a contract between the Issuer and the Owners of the Notes. If
an Event of Default occurs and shall be continuing, the Owner or Owners of not less than 10% in principal
amount of the Notes at the time Outstanding shall have the right for the equal benefit and protection of all
Owners of Notes similarly situated:
(a) by mandamus or other suit, action or proceedings at law or in equity to enforce the rights of
such Owner or Owners against the Issuer and its officers, agents and employees. and to require and compel
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duties and obligations required by the provisions of the Note Resolution or by the Constitution and laws of
the State;
(b) by suit, action or other proceedings in equity or at law to require the Issuer, its officers,
agents and employees to account as if they were the trustees of an express trust; and
z
(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 Notes.
V-i
Section 602. Limitation on Rights of Owners. The covenants and agreements of the Issuer
acontained herein and in the Notes shall be for the equal benefit, protection, and security of the Owners of any
or all of the Notes, all of which Notes shall be of equal rank and without preference or priority of one Note
over any other Note in the application of the funds herein pledged to the payment of the principal of and the
interest on the Notes, or otherwise, except as to rate of interest, date of maturity and right of prior redemption
as provided in this Note Resolution. No one or more Owners secured hereby shall have any right in any
manner whatever by his or their action to affect, disturb or prejudice the security granted and provided for
herein, or to enforce any right hereunder, except in the manner herein provided, and all proceedings at law or
in equity shall be instituted, had and maintained for the equal benefit of all Outstanding Notes.
Section 603. Remedies Cumulative. No remedy conferred herein upon the Owners 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 Note 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 Owner to exercise any right or power accruing upon any default shall impair any such right
or power or shall be construed to be a waiver of any such default or acquiescence therein. Every substantive
right and every remedy conferred upon the Owners of the Notes by this Note Resolution may be enforced
and exercised from time to time and as often as may be deemed expedient. If action or proceedings taken by
any Owner on account of any default or to enforce any right or exercise any remedy has been discontinued or
abandoned for any reason, or shall have been determined adversely to such Owner, then, and in every such
case, the Issuer and the Owners of the Notes shall be restored to their former positions and rights hereunder,
respectively, and all rights, remedies, powers and duties of the Owners shall continue as if no such suit,
action or other proceedings had been brought or taken.
ARTICLE VII
DEFEASANCE
Section 701. Defeasance. When any or all of the Notes, redemption premium, if any, or
scheduled interest payments thereon have been paid and discharged, then the requirements contained in this
Note Resolution and the pledge of the Issuer's faith and credit hereunder and all other rights granted hereby
shall terminate with respect to the Notes or scheduled interest payments thereon so paid and discharged.
Notes, redemption premium, if any, or scheduled interest payments thereon shall be deemed to have been
paid and discharged within the meaning of this Note Resolution if there has been deposited with the Paying
Agent, or other commercial bank or trust company located in the State and having full trust powers, at or
prior to the Stated Maturity or Redemption Date of said Notes or the interest payments thereon, in trust for
and irrevocably appropriated thereto, moneys and/or Defeasance Obligations which, together with the
interest to be earned on any such Defeasance Obligations, will be sufficient for the payment of the principal
of or Redemption Price of said Notes and/or interest accrued to the Stated Maturity or Redemption Date, or if
default in such payment has occurred on such date, then to the date of the tender of such payments. If the
18
•
amount to be so deposited is based on the Redemption Price of any Notes, no such satisfaction shall occur
until (a)the Issuer has elected to redeem such Notes, and (b) either notice of such redemption has been given,
or the Issuer has given irrevocable instructions, or shall have provided for an escrow agent to give
irrevocable instructions, to the Note Registrar to give such notice of redemption in compliance with Article
III. Any money and Defeasance Obligations that at any time shall be deposited with the Paying Agent or
other commercial bank or trust company by or on behalf of the Issuer, for the purpose of paying and
discharging any of the Notes, shall be and are hereby assigned, transferred and set over to the Paying Agent
or other bank or trust company in trust for the respective Owners of the Notes, and such moneys shall be and
B are hereby irrevocably appropriated to the payment and discharge thereof. All money and Defeasance
Obligations deposited with the Paying Agent or such bank or trust company shall be deemed to be deposited
3 in accordance with and subject to all of the provisions of this Note Resolution.
ARTICLE VIII
TAX COVENANTS
Section 801. General Covenants. The Issuer covenants and agrees that: it will comply with (a)
all applicable provisions of the Code necessary to maintain the exclusion from gross income for federal
income tax purposes of the interest on the Notes; and (b) all provisions and requirements of the Federal Tax
Certificate. The Mayor, Finance Director and Clerk are hereby authorized and directed to execute the
Federal Tax Certificate in a form approved by Bond Counsel, for and on behalf of and as the act and deed of
the Issuer. The Issuer will, in addition, adopt such other ordinances or resolutions and take such other actions
as may be necessary to comply with the Code and with all other applicable future laws, regulations,
published rulings and judicial decisions, in order to ensure that the interest on the Notes will remain excluded
from federal gross income, to the extent any such actions can be taken by the Issuer.
Section 802. Survival of Covenants. The covenants contained in this Article and in the Federal
Tax Certificate shall remain in full force and effect notwithstanding the defeasance of the Notes pursuant to
Article VII hereof or any other provision of this Note Resolution until such time as is set forth in the Federal
Tax Certificate.
ARTICLE IX
NO OFFERING DOCUMENTS; CONTINUING DISCLOSURE
Section 901. Disclosure. The Issuer has not prepared an official statement or other offering
document relating to the Notes and is relying on exemption to provide and disseminate such information
contained in Section (d)(1) of the SEC Rule. In furtherance of such exemption, the Issuer certifies that: (a)
the Purchaser has certified that the Notes are being issued in denominations of$100,000 or more; and (b) the
Notes are being sold to no more than thirty-five persons, each of whom the Purchaser reasonably believes:
(1) has the knowledge and experience in financial and business matters that it is capable of evaluating the
merits and risks of the prospective investment and (2) is not purchasing for more than one account or with a
view to distributing the Notes.
ARTICLE X
MISCELLANEOUS PROVISIONS
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Section 1001. Annual Audit. Annually, promptly after the end of the Fiscal Year, the Issuer will
cause an audit to be made of the financial statements of the Issuer for the preceding Fiscal Year by an
Independent Accountant. Within 30 days after the completion of each such audit, a copy thereof shall be
filed in the office of the Clerk, and a duplicate copy of the audit shall be mailed to the Purchaser. Such audit
shall at all times during the usual business hours be open to the examination and inspection by any taxpayer,
any Owner of any of the Notes, or by anyone acting for or on behalf of such taxpayer or Owner. Upon
payment of the reasonable cost of preparing and mailing the same, a copy of any annual audit will, upon
request, be sent to any Owner or prospective Owner. As soon as possible after the completion of the annual
audit, the governing body of the Issuer shall review such audit, and if the audit discloses that proper
provision has not been made for all of the requirements of this Note Resolution, the Issuer shall promptly
cure such deficiency.
Section 1002. Amendments. The rights and duties of the Issuer and the Owners, and the terms
and provisions of the Notes or of this Note Resolution, may be amended or modified at any time in any
respect by resolution or ordinance of the Issuer with the written consent of the Owners of not less than a
majority in principal amount of the Notes then Outstanding, such consent to be evidenced by an instrument
or instruments executed by such Owners and duly acknowledged or proved in the manner of a deed to be
recorded, and such instrument or instruments shall be filed with the Clerk, but no such modification or
alteration shall:
(a) extend the maturity of any payment of principal or interest due upon any Note;
(b) effect a reduction in the amount which the Issuer is required to pay as principal of or interest
on any Note;
(c) permit preference or priority of any Note over any other Note; or
(d) reduce the percentage in principal amount of Notes required for the written consent to any
modification or alteration of the provisions of this Note Resolution.
Any provision of the Notes or of this Note Resolution may, however, be amended or modified by
resolution or ordinance duly adopted by the governing body of the Issuer at any time in any legal respect
with the written consent of the Owners of all of the Notes at the time Outstanding.
Without notice to or the consent of any Owners, the Issuer may amend or supplement this Note
Resolution for the purpose of curing any formal defect, omission, inconsistency or ambiguity herein, to grant
to or confer upon the Owners any additional rights, remedies, powers or authority that may lawfully be
granted to or conferred upon the Owners, to more precisely identify the Improvements, to reallocate proceeds
of the Notes among Improvements, to provide for Substitute Improvements, to conform this Note Resolution
to the Code or future applicable federal law concerning tax-exempt obligations, or in connection with any
other change therein which is not materially adverse to the interests of the Owners.
Every amendment or modification of the provisions of the Notes or of this Note Resolution, to which
the written consent of the Owners is given, as above provided, shall be expressed in a resolution or ordinance
adopted by the governing body of the Issuer amending or supplementing the provisions of this Note
Resolution and shall be deemed to be a part of this Note Resolution. A certified copy of every such
amendatory or supplemental resolution or ordinance, if any, and a certified copy of this Note Resolution shall
always be kept on file in the office of the Clerk, and shall be made available for inspection by the Owner of
any Note or a prospective purchaser or owner of any Note authorized by this Note Resolution, and upon
payment of the reasonable cost of preparing the same, a certified copy of any such amendatory or
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supplemental resolution or ordinance or of this Note Resolution will be sent by the Clerk to any such Owner
or prospective Owner.
Any and all modifications made in the manner hereinabove provided shall not become effective until
there has been filed with the Clerk a copy of the resolution of the Issuer hereinabove provided for, duly
2 certified, as well as proof of any required consent to such modification by the Owners of the Notes then
Outstanding. It shall not be necessary to note on any of the Outstanding Notes any reference to such
Tri amendment or modification.
N
The Issuer shall furnish to the Paying Agent a copy of any amendment to the Notes or this Note
3 Resolution which affects the duties or obligations of the Paying Agent under this Note Resolution.
Section 1003. Notices, Consents and Other Instruments by Owners. Any notice, consent,
request, direction, approval or other instrument to be signed and executed by the Owners may be in any
number of concurrent writings of similar tenor and may be signed or executed by such Owners in person or
by agent appointed in writing. Proof of the execution of any such instrument or of the writing appointing any
such agent and of the ownership of Notes, if made in the following manner, shall be sufficient for any of the
purposes of this Note Resolution, and shall be conclusive in favor of the Issuer and the Paying Agent with
regard to any action taken, suffered or omitted under any such instrument, namely:
(a) The fact and date of the execution by any person of any such instrument may be proved by a
certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such
jurisdiction that the person signing such instrument acknowledged before such officer the execution thereof,
or by affidavit of any witness to such execution.
(b) The fact of ownership of Notes, the amount or amounts, numbers and other identification of
Notes, and the date of holding the same shall be proved by the Note Register.
In determining whether the Owners of the requisite principal amount of Notes Outstanding have
given any request, demand, authorization, direction, notice, consent or waiver under this Note Resolution,
Notes owned by the Issuer shall be disregarded and deemed not to be Outstanding under this Note
Resolution, except that, in determining whether the Owners shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Notes which the Owners know to
be so owned shall be so disregarded. Notwithstanding the foregoing, Notes so owned which have been
pledged in good faith shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the
Owners the pledgee's right so to act with respect to such Notes and that the pledgee is not the Issuer.
Section 1004. Notices. Any notice, request, complaint, demand or other communication required or
desired to be given or filed under this Note Resolution shall be in writing, given to the Notice Representative at
the Notice Address and shall be deemed duly given or filed if the same shall be: (a) duly mailed by registered
or certified mail, postage prepaid; or (b) communicated via fax, with electronic or telephonic confirmation of
receipt. Copies of such notices shall also be given to the Paying Agent. The Issuer, the Paying Agent and the
Purchaser may from time to time designate, by notice given hereunder to the others of such parties, such other
address to which subsequent notices,certificates or other communications shall be sent.
All notices given by: (a) certified or registered mail as aforesaid shall be deemed duly given as of the
date they are so mailed; (b) fax as aforesaid shall be deemed duly given as of the date of confirmation of
receipt. If, because of the temporary or permanent suspension of regular mail service or for any other reason, it
is impossible or impractical to mail any notice in the manner herein provided, then such other form of notice as
shall be made with the approval of the Paying Agent shall constitute a sufficient notice.
2l
Section 1005. Electronic Transactions. The issuance of the Notes and the transactions related
thereto and described herein may be conducted and documents may be stored by electronic means.
Section 1006. Further Authority. The officers and officials of the Issuer, including the Mayor and
Clerk, are hereby authorized and directed to execute all documents and take such actions as they may deem
necessary or advisable in order to carry out and perform the purposes of this Note Resolution and to make
ministerial alterations, changes or additions in the foregoing agreements, statements, instruments and other
documents herein approved, authorized and confirmed which they may approve, and the execution or taking
of such action shall be conclusive evidence of such necessity or advisability.
Section 1007. Severability. If any section or other part of this Note Resolution, whether large or
small, is for any reason held invalid, the invalidity thereof shall not affect the validity of the other provisions
of this Note Resolution.
Section 1008. Governing Law. This Note Resolution shall be governed exclusively by and
construed in accordance with the applicable laws of the State.
Section 1009. Effective Date. This Note Resolution shall take effect and be in full force from and
after its passage by the governing body of the Issuer.
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22
ADOPTED by the governing body of the Issuer on July 9, 2018.
(SEAL) 7 2-
Karl F. Ryan, Mayor
ATTEST:
N
Shandi Wicks, CMC, City Clerk
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1
(Signature Page to Resolution—2018-1 Notes)
EXHIBIT A
(FORM OF NOTES)
REGISTERED REGISTERED
NUMBER 56,000,000
Unless this certificate is presented by an authorized representative of The Bennington
State Bank ("the Bank"), to the Issuer or its agent for registration of transfer, exchange
y or payment, and any certificate issued is registered in the name of any Owner or in
such other name as is requested by an authorized representative of the Bank (and any
payment is made to any Owner or to such other entity as is requested by an authorized
representative of the Bank), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the owner hereof, has an interest herein.
UNITED STATES OF AMERICA
STATE OF KANSAS
COUNTY OF SALINE
CITY OF SALINA
GENERAL OBLIGATION TEMPORARY NOTE
SERIES 2018-1
Interest Maturity Dated
Rate: 1.990% Date: December 1, 2018 Date: July 30,2018
OWNER:
PRINCIPAL AMOUNT:
KNOW ALL PERSONS BY THESE PRESENTS: That the City of Salina, in the County of
Saline, State of Kansas (the "Issuer"), for value received, hereby acknowledges itself to be indebted and
promises to pay to the Owner shown above; or registered assigns, but solely from the source and in the
manner herein specified, the Principal Amount shown above on the Maturity Date shown above, unless
called for redemption prior to said Maturity Date, and to pay interest thereon at the Interest Rate per annum
shown above (computed on the basis of a 360-day year of twelve 30-day months), from the Dated Date
shown above, or from the most recent date to which interest has been paid or duly provided for, payable at
maturity or earlier redemption; until the Principal Amount has been paid.
Method and Place of Payment. The principal or redemption price and interest thereon of this Note
shall be paid at maturity or upon earlier redemption to the person in whose name this Note is registered at the
maturity or redemption date thereof, upon presentation and surrender of this Note at the principal office of
the Treasurer of the State of Kansas, Topeka, Kansas (the "Paying Agent" and "Note Registrar"). Such
amounts shall be payable (a) by check or draft mailed by the Paying Agent to the address of such Owner
shown on the Note Register or at such other address as is furnished to the Paying Agent in writing by such
Owner; or(b) in the case of a payment to any Owner of$500,000 or more in aggregate principal amount of
Notes, by electronic transfer to such Owner upon written notice given to the Note Registrar by such Owner,
not less than 15 days prior to the Record Date for such interest, containing the electronic transfer instructions
including the bank, ABA routing number and account number to which such Owner wishes to have such
transfer directed. The principal or redemption price of and interest on the Notes shall be payable in any coin
or currency that, on the respective dates of payment thereof, is legal tender for the payment of public and
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private debts. Interest not punctually paid will be paid in the manner established in the within defined Note
Resolution.
Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the hereinafter defined Note Resolution.
w Authorization of Notes. This Note is one of an authorized series of Notes of the Issuer designated
"General Obligation Temporary Notes, Series 2018-1," aggregating the principal amount of$6,000,000 (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
5 provisions, restrictions and limitations of the Constitution and laws of the State of Kansas, including K.S.A.
10-101 to 10-125, inclusive, specifically including K.S.A. 10-123, K.S.A. 10-620 et seq., K.S.A. 12-631r et
seq., K.S.A. 12-685 et seq., K.S.A. 12-6a01 et seq., K.S.A. 12-1736 et seq., and K.S.A. 65-I63u all as
amended and supplemented from time to time.
General Obligations. The Notes constitute general obligations of the Issuer payable as to both
principal and interest in part from special assessments levied upon the property benefited by the construction
of certain Improvements (as said term is described in the Note Resolution), or from the proceeds of general
obligation bonds of the Issuer, and if not so paid, from ad valorem taxes which may be levied without
limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial
limits of the Issuer. The full faith, credit and resources of the Issuer are hereby pledged for the payment of
the principal of and interest on this Note and the issue of which it is a part as the same respectivelybecome
due.
Redemption Prior to Maturity. The Notes are subject to redemption prior to maturity as set forth
in the Note Resolution.
Transfer and Exchange. This Note may be transferred or exchanged, as provided in the Note
Resolution, only on the Note Register kept for that purpose at the principal office of the Note Registrar, upon
surrender of this Note together with a written instrument of transfer or authorization for exchange
satisfactory to the Note Registrar duly executed by the Owner or the 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.
THIS NOTE OR ANY PORTION HEREOF MAY BE TRANSFERRED ONLY (1) TO AN
"ACCREDITED INVESTOR" AS DEFINED IN RULE 501 OF REGULATION D OF THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION AND (2) IN ACCORDANCE WITH THE
TRANSFER RESTRICTIONS SET FORTH IN THE NOTE RESOLUTION.
Authentication. This Note shall not be valid or become obligatory for any purpose or be entitled to
any security or benefit under the hereinafter defined Note Resolution until the Certificate of Authentication
and Registration hereon shall have been lawfully executed by the Note Registrar.
IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions, and things required to be
done and to exist precedent to and in the issuance of this Note have been properly done and performed and
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do exist in due and regular form and manner as required by the Constitution and laws of the State of Kansas,
and that the total indebtedness of the Issuer, including this series of notes, does not exceed any constitutional
or statutory limitation.
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
w be affixed hereto or imprinted hereon.
h CITY OF SALINA,KANSAS
(Facsimile Seal) By: (facsimile)
Mayor
ATTEST:
By: (facsimile)
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.
(Facsimile Seal) (facsimile)
Clerk
•
I
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CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This Note is one of a series of General Obligation Temporary Notes, Series 2018-1. of the City of
Salina, Kansas, described in the within-mentioned Note Resolution.
Registration Date
Office of the State Treasurer,
Topeka, Kansas,
as Note Registrar and Paying Agent
By:
Registration Number:
CERTIFICATE OF CLERK
STATE OF KANSAS )
) SS.
COUNTY OF SALINE
The undersigned, Clerk of the City of Salina, Kansas, does hereby certify that the within Note has
been duly registered in my office according to law as of July 30, 2018.
WITNESS my hand and official seal.
(Facsimile Seal) (facsimile)
Clerk
CERTIFICATE OF STATE TREASURER
OFFICE OF THE TREASURER STATE OF KANSAS
JACOB LATURNER, 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
WITNESS my hand and official seal.
(Seal) By:
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
z
6
W
y (Name and Address)
0
(Social Security or Taxpayer Identification No.)
the Note to which this assignment is affixed in the outstanding principal amount of S , standing
in the name of the undersigned on the books of the Note Registrar. The undersigned do(es) hereby
irrevocably constitute and appoint as agent to transfer said Note on the books of
said Note Registrar with full power of substitution in the premises.
Dated
Name
Social Security or
Taxpayer Identification No.
Signature (Sign here exactly as name(s)
appear on the face of Certificate)
Signature guarantee:
By
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
(PRINTED LEGAL OPINION)
A-5
TOB
TO NOTE
RESOLUTION
Ln FORM OF REPRESENTATION LETTER
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n
w
[date)
City of Salina, Kansas
Salina, Kansas
Treasurer of the State of Kansas,
as Note Registrar
Topeka, Kansas
Re: City of Salina, Kansas, General Obligation Temporary Notes, Series 2018-1
Ladies and Gentlemen:
The undersigned is the transferee of$ of the notes described above (the "Notes") issued by the
City of Salina, Kansas(the "Issuer") pursuant to a Note Resolution adopted by the Issuer on July 9, 2018 (the
"Note Resolution").
The undersigned hereby represents, acknowledges and covenants as follows in connection with the purchase
of the Notes:
I. In purchasing the Notes, the undersigned is relying solely on information provided by the Issuer and on
statements, certifications, covenants, warranties and representations of the Issuer, and on the
undersigned's own knowledge and investigation of the facts and circumstances relating to the purchase
of the Notes.
2. The undersigned is an "accredited investor" within the meaning of Regulation D of the Securities and
Exchange Commission. The undersigned has sufficient knowledge and experience in financial and
business matters, including the purchase and ownership of tax-exempt obligations, to be capable of
evaluating the merits and risks of an investment in the Notes. The undersigned has had an opportunity to
obtain and has received such information and materials from the Issuer as the undersigned considers
necessary to evaluate the merits and risks involved in the purchase of the Notes.
3. The undersigned has been advised that the Notes(a) have not been rated by any rating service, (b) are not
being registered under the Securities Act of 1933 and are not being registered or otherwise qualified for
sale under the "Blue Sky" laws and regulations of any state, (c) will not be listed on any stock or other
securities exchange, (d) will not be readily marketable and (e) are subject to provisions regarding
restrictions on transfer set forth in the Note Resolution.
4. The undersigned is purchasing the Notes for the undersigned's own account and not with a view to other
resale or other distribution thereof provided, however, that the undersigned may transfer the Notes in
accordance with the provisions of the Note Resolution and applicable law.
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® Sincerely yours,
[TRANSFEREE]
2
a
w
By:
m
2 Name:
Date:
0
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I
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RESOLUTION NO. 18-7563
OF
THE CITY OF SALINA, KANSAS
ADOPTED
JULY 9, 2018
GENERAL OBLIGATION TEMPORARY NOTES
SERIES 2018-1
1
RESOLUTION
TABLE OF CONTENTS
in
ARTICLE I DEFINITIONS
w Section 101. Definitions of Words and Terms. 7
8 ARTICLE H AUTHORIZATION AND DETAILS OF THE NOTES
4
Section 201. Authorization of the Notes. 8
Section 202. Description of the Notes. 8
Section 203. Designation of Paying Agent and Note Registrar 9
Section 204. Method and Place of Payment of the Notes 9
Section 205. Payments Due on Saturdays, Sundays and Holidays 10
Section 206. Registration, Transfer and Exchange of Notes 10
Section 207. Execution, Registration, Authentication and Delivery of Notes 11
Section 208. Mutilated, Lost, Stolen or Destroyed Notes. 11
Section 209. Cancellation and Destruction of Notes Upon Payment. 12
Section 210. Nonpresentment of Notes. 12
Section 211. Sale of the Notes—Note Purchase Agreement 12
ARTICLE III REDEMPTION OF NOTES
Section 301. Redemption by Issuer. I2
Section 302. Selection of Notes to be Redeemed 13
Section 303. Notice and Effect of Call for Redemption 13
ARTICLE IV SECURITY FOR NOTES
Section 401. Security for the Notes 15
Section 402. Levy and Collection of Annual Tax 15
ARTICLE V ESTABLISHMENT OF FUNDS AND ACCOUNTS
DEPOSIT AND APPLICATION OF NOTE PROCEEDS
Section 501. Creation of Funds and Accounts. 15
Section 502. Deposit of Note Proceeds. 15
Section 503. Application of Moneys in the Improvement Fund; Redemption of Refunded Notes.
Section 504. Substitution of Improvements; Reallocation of Proceeds 16
Section 505. Application of Moneys in Debt Service Account 16
Section 506. Application of Moneys in the Rebate Fund 17
Section 507. Deposits and Investment of Moneys 17
ARTICLE VI DEFAULT AND REMEDIES
Section 601. Remedies. 17
Section 602. Limitation on Rights of Owners. 18
Section 603. Remedies Cumulative I8
ARTICLE VII DEFEASANCE
Section 701. Defeasance 18
ARTICLE VIII TAX COVENANTS
Section 801. General Covenants 19
Section 802. Survival of Covenants. 19
N
ARTICLE IX NO OFFERING DOCUMENTS; CONTINUING DISCLOSURE
o Section 901. Disclosure. 19
ARTICLE X MISCELLANEOUS PROVISIONS
Section 1001. Annual Audit. /0
Section 1002. Amendments '/0
Section 1003. Notices, Consents and Other Instruments by Owners. ')1
Section 1004. Notices #)]
Section 1005. Electronic Transactions.
Section 1006. Further Authority
Section 1007. Severability.
Section 1008. Governing Law
Section 1009. Effective Date.
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