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85-9101 GO Refunding Bonds1 1 1 ORDINANCE NO. 85-9101 OF THE CITY OF SALINA, KANSAS PASSED OCTOBER 21, 1985 ---------------------------------- $8,115,000 GENERAL OBLIGATION REFUNDING BONDS SERIES 1985 (Published in the Salina Journal on October 22, 1985) ORDINANCE NO. 85-9101 AN ORDINANCE AUTHORIZING AND DIRECTING THE ISSUANCE, SALE AND DELIVERY OF $8,115,000 PRINCIPAL AMOUNT OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 1985, OF THE CITY OF SALINA, KANSAS, TO BE USED FOR THE PURPOSE OF PROVIDING FUNDS, TOGETHER WITH OTHER FUNDS WHICH ARE OR WILL BECOME AVAILABLE, TO REFUND $9,430,000 PRINCIPAL AMOUNT OF OUT- STANDING GENERAL OBLIGATION BONDS OF THE CITY; PRE- SCRIBING THE FORM AND DETAILS OF SAID BONDS; PROVIDING FOR THE LEVY AND COLLECTION OF THE NECESSARY ASSESSMENTS AND TAXES FOR THE PURPOSE OF PAYING THE PRINCIPAL OF AND INTEREST ON SAID BONDS; AUTHORIZING AN ESCROW TRUST AGREEMENT BETWEEN THE CITY AND FIRST NATIONAL BANK AND TRUST COMPANY OF SALINA, SALINA, KANSAS; AND AUTHORIZING AN AGREEMENT BETWEEN THE CITY AND THE BOND REGISTRAR. WHEREAS, the City of Salina, Kansas (the "City"), has hereto- fore duly authorized and issued from time to time as separate se- ries, in order to provide funds to pay the cost of public improve- ments, twenty-three (23) series of general obligation bonds of the City (the "Refunded Bonds"), which Refunded Bonds, as of the date hereof, remain outstanding and unpaid in the principal amounts as follows: Series Date Amount Designation of Issue Outstandin WHEREAS, it is hereby found and determined that it is neces- sary and desirable at this time that the issue, sell and deliver its refunding bonds in the principal amount of $8,115,000 in order to provide an amount sufficient, together with other funds which are or will become available, to refund the Refunded Bonds, and that the City enter into an Escrow Trust Agreement, dated as of October 15, 1985 (the "Escrow Trust Agreement"), authorized by Sec- tion 18 of this Ordinance, between the City and First National Bank and Trust Company of Salina, Salina, Kansas, as Escrow Trustee (the "Escrow Trustee"), providing for the application of the proceeds P-198 November 1, 1965 $ 10,000 LB -200 November 1, 1965 45,000 CB -201 November 1, 1966 165,000 P-204 November 1, 1967 20,000 G-206 December 1, 1967 12,000 G-209 October 1, 1968 6,000 P-207 November 1, 1968 10,000 P-212 April 1, 1970 24,000 P-217 September 1, 1975 45,000 BC -218 April 1, 1977 3,900,000 P-219 December 1, 1977 285,000 PK -220 December 15, 1977 75,000 P-221 June 1, 1978 300,000 P-222 June 1, 1979 650,000 PK -223 June 1, 1979 125,000 P-224 June 1, 1980 870,000 PB -225 June 1, 1980 150,000 S-226 March 1, 1981 220,000 F-227 March 1, 1981 180,000 P-228 March 1, 1981 510,000 P-229 May 1, 1983 660,000 F-230 April 1, 1984 400,000 P-231 December 1, 1984 768,000 Total: $9,430,000 and WHEREAS, under the provisions of K.S.A. 10-427 to 10-429, in- clusive, as amended, the City is empowered to issue refunding bonds to refund the Refunded Bonds in at least the total outstanding principal amount of the Refunded Bonds; and WHEREAS, it is hereby found and determined that it is neces- sary and desirable at this time that the issue, sell and deliver its refunding bonds in the principal amount of $8,115,000 in order to provide an amount sufficient, together with other funds which are or will become available, to refund the Refunded Bonds, and that the City enter into an Escrow Trust Agreement, dated as of October 15, 1985 (the "Escrow Trust Agreement"), authorized by Sec- tion 18 of this Ordinance, between the City and First National Bank and Trust Company of Salina, Salina, Kansas, as Escrow Trustee (the "Escrow Trustee"), providing for the application of the proceeds derived from the sale of such refunding bonds, together with other funds which are or will become available, to the payment of said Refunded Bonds; NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS, AS FOLLOWS: Section 1. Definitions. In addition to the words and terms otherwise defined herein, unless the context shall clearly indicate some other meaning, the words and terms defined in this Section shall for all purposes of this Ordinance have the respective mean- ings specified in this Section, to wit: "Bondholder" and "Holder" mean a Person in whose name a Bond is registered in the Bond Register. "Bond Register" means the register and all accompanying records kept by the Bond Registrar evidencing the registration, transfer and exchange of Bonds. "Bond Registrar" means First National Bank and Trust Company of Salina, Salina, Kansas, when acting in the capacity as registrar and transfer agent for the registration, transfer and exchange of Bonds, and any successors thereto. "Bonds" and "1985 Bonds" mean the General Obligation Refunding Bonds, Series 1985, dated October 15, 1985, of the City herein au- thorized. "City" means Salina, Kansas. "Escrow Trust Agreement" means the Escrow Trust Agreement dated October 15, 1985, between the City and the Escrow Trustee. "Escrow Trustee" means First National Bank and Trust Company of Salina, Salina, Kansas, or any successor thereto pursuant to the Escrow Trust Agreement. "Interest Payment Date" means the Stated Maturity of an in- stallment of interest on the Bonds. "Maturity" with respect to any Bond means the date on which the principal of such Bond becomes due and payable as therein or herein provided. "Ordinance", "this Ordinance", "hereof", "herein", "hereto" and similar terms shall refer to this Ordinance of the City autho- rizing the Bonds, as originally executed or as it may be supple- mented or amended from time to time. "Outstanding" when used with respect to Bonds means, as of the date of determination, all Bonds theretofore executed, authenti- cated and delivered under this Ordinance, except: (i) Bonds theretofore cancelled by the Bond Regis- trar or delivered to the Bond Registrar for cancellation; and (ii) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered pursu- ant to this Ordinance. "Paying Agent" means First National Bank and Trust Company of Salina, Salina, Kansas, when acting in the capacity as paying agent for the payment of the principal of and interest on the Bonds and any successors thereto. "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated -2- 1 organization or government or any agency or political subdivision thereof. "Record Date" for the interest and principal payable on any Interest Payment Date or Maturity, respectively, means the 15th day (whether or not a business day) of the calendar month next preced- ing such Interest Payment Date or Maturity. "Redemption Date" deemed means the date Ordinance. when used with respect to any Bond to be re- fixed for redemption by or pursuant to this "Redemption Price" when used with respect to any Bond means the price at which it is to be redeemed pursuant to this Ordinance. "Refunded Bonds" means all outstanding bonds of the twenty-three (23) series of Refunded Bonds described in the pream- ble to this Ordinance. "Stated Maturity" when used with respect to any Bond or any installment of interest thereon means the date specified in Section 3 of this Ordinance as the fixed date on which the principal of such Bond or such installment of interest is due and payable. Section 2. Authorization of and Security for the Bonds. The Governing Body of the City of Salina, Kansas, hereby authorizes and directs the issuance of the General Obligation Refunding Bonds, Se- ries 1985, of the City in the principal amount of $8,115,000, for the purpose of providing funds, together with other funds which are or will become available, to refund the Refunded Bonds. The Bonds shall be general obligations of the City, payable as to both principal and interest in part from special assessments on property benefitted but any specially assessed part not so paid and the remainder of the principal and interest is payable from ad va- lorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property within the territori- al limits of the City. The full faith, credit and resources of the City are hereby irrevocably pledged for the payment of the Bonds and the interest thereon as the same become due. Section 3. Description of the Bonds, Designation of Paying Agent and Bond Registrar. The Bonds shall consist of fully regis- tered certificated bonds, without coupons, transferable to subse- quent owners only in the Bond Register maintained by the Bond Reg- istrar as hereinafter provided. Each Bond shall be in the denomination of $5,000 or any integral multiple thereof not exceed- ing the principal amount of Bonds becoming due on the Stated Matur- ity of such Bond, as specified by the Holder of such Bond. The Bonds shall be numbered in a manner determined by the Bond Regis- trar. The Bonds shall be dated October 15, 1985, shall have the Stated Maturities, and shall bear interest at the rates per annum, as follows: -3- The Bonds shall bear interest from the most recent Interest Payment Date to which interest has been paid in full or, if no in- terest has been paid, from October 15, 1985. Interest on the Bonds at the rates aforesaid shall be payable semiannually on April 1 and October 1 in each year, beginning April 1, 1986. First National Bank and Trust Company of Salina, Salina, Kansas, is hereby desig- nated as the Paying Agent and as the Bond Registrar for the Bonds. Section 4. Method and Place of Payment of Principal of and Interest on the Bonds. The principal of and interest (computed on the basis of a 360 -day year of twelve 30 -day months) on the Bonds shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Payment of the interest on each Bond shall be made by the Paying Agent on each Interest Payment Date to the Person appearing as the Holder thereof in the Bond Register at the close of business on the Record Date next preceding said Inter- est Payment Date, by check or draft mailed to such Holder at the Holder's address as it appears in the Bond Register. The principal of and redemption premium, if any, for each Bond shall be payable to the Holder thereof upon the presentation of such Bond for pay- ment and cancellation at its Maturity at the principal office of the Paying Agent. Payment of principal of and interest on a Bond may be made by such other method of transferring funds as may be requested by the Holder of the Bond, provided that the Paying Agent shall first re- ceive a written request from such Holder (i) specifying the method and route for transferring funds and (ii) providing for the Paying Agent to be reimbursed by the Holder for all expenses incurred in connection with such fund transfers. Each Bond delivered under this Ordinance upon transfer of or in exchange for or in lieu of any other Bond shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. Section S. Execution, Authentication and Delivery of the Bonds. The Bonds shall be executed on behalf of the City by the facsimile signature of its Mayor and attested by the facsimile sig- nature of its City Clerk, and shall have the seal of the City af- fixed thereto or imprinted thereon. In the event any officer whose signature or facsimile thereof appears on any Bond shall cease to be such officer before the delivery of such Bond, such signature or -4- PRINCIPAL INTEREST MATURITY AMOUNT RATE April 1, 1986 5710,000 5.75% October 1, 1986 685,000 5.75% April 1, 1987 625,000 6.50% October 1, 1987 645,000 6.50% April 1, 1988 500,000 7.00% October 1, 1988 520,000 7.00% April 1, 1989 455,000 7.50% October 1, 1989 475,000 7.50% April 1, 1990 385,000 7.75% October 1, 1990 400,000 7.75% April 1, 1991 305,000 8.00% October 1, 1991 320,000 8.00% April 1, 1992 255,000 8.25% October 1, 1992 265,000 8.25% April 1, 1993 260,000 8.50% October 1, 1993 270,000 8.50% April 1, 1994 225,000 8.70% October 1, 1994 235,000 8.70% April 1, 1995 205,000 8.90% October 1, 1995 215,000 8.90% April 1, 1996 160,000 9.00% The Bonds shall bear interest from the most recent Interest Payment Date to which interest has been paid in full or, if no in- terest has been paid, from October 15, 1985. Interest on the Bonds at the rates aforesaid shall be payable semiannually on April 1 and October 1 in each year, beginning April 1, 1986. First National Bank and Trust Company of Salina, Salina, Kansas, is hereby desig- nated as the Paying Agent and as the Bond Registrar for the Bonds. Section 4. Method and Place of Payment of Principal of and Interest on the Bonds. The principal of and interest (computed on the basis of a 360 -day year of twelve 30 -day months) on the Bonds shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Payment of the interest on each Bond shall be made by the Paying Agent on each Interest Payment Date to the Person appearing as the Holder thereof in the Bond Register at the close of business on the Record Date next preceding said Inter- est Payment Date, by check or draft mailed to such Holder at the Holder's address as it appears in the Bond Register. The principal of and redemption premium, if any, for each Bond shall be payable to the Holder thereof upon the presentation of such Bond for pay- ment and cancellation at its Maturity at the principal office of the Paying Agent. Payment of principal of and interest on a Bond may be made by such other method of transferring funds as may be requested by the Holder of the Bond, provided that the Paying Agent shall first re- ceive a written request from such Holder (i) specifying the method and route for transferring funds and (ii) providing for the Paying Agent to be reimbursed by the Holder for all expenses incurred in connection with such fund transfers. Each Bond delivered under this Ordinance upon transfer of or in exchange for or in lieu of any other Bond shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. Section S. Execution, Authentication and Delivery of the Bonds. The Bonds shall be executed on behalf of the City by the facsimile signature of its Mayor and attested by the facsimile sig- nature of its City Clerk, and shall have the seal of the City af- fixed thereto or imprinted thereon. In the event any officer whose signature or facsimile thereof appears on any Bond shall cease to be such officer before the delivery of such Bond, such signature or -4- 1 1 facsimile thereof shall nevertheless be valid and sufficient for all purposes, the same as if such person had remained in office until delivery. Any Bond may be executed by such persons as at the actual time of the execution of such Bond shall be the proper offi- cers to sign such Bond although at the original date of such Bond such persons may not have been such officers. The Bonds shall have endorsed thereon a Certificate of Authen- tication substantially in the form hereinafter set forth and which shall have the date of registration inserted and shall be manually executed by the Bond Registrar. No Bond shall be entitled to any security or benefit under this Ordinance or shall be valid or obligatory for any purpose un- less and until such Certificate of Authentication shall have been duly executed by the Bond Registrar by manual signature. Such exe- cuted Certificate of Authentication upon any Bond shall be conclu- sive evidence that such Bond has been duly authenticated and deliv- ered under this Ordinance and that such registered owner has been entered of record in the Bond Register kept by the Bond Registrar. The Certificate of Authentication shall be deemed to have been duly executed if signed and dated by any authorized officer or employee of the Bond Registrar, but it shall not be necessary that the same officer or employee sign the Certificate of Authentication on all of the Bonds that may be issued hereunder at any one time. The Mayor and City Clerk are hereby authorized and directed to prepare and execute the Bonds in the manner hereinbefore specified, the City Clerk is hereby authorized and directed to register the Bonds, and the Mayor and City Clerk are hereby authorized and di- rected to cause the Bonds to be registered in the office of the State Treasurer of Kansas as provided by law, and when the Bonds have been duly registered with the Bond Registrar, to deliver the Bonds to United Securities Inc., Wichita, Kansas, upon the payment of the purchase price of 97.4% of the principal amount of the Bonds plus accrued interest to the date of payment and delivery. Section 6. Registration, Transfer and Exchange of Bonds. So long as any of the Bonds remain outstanding, the City shall cause the Bond Register to be kept at the principal office of the Bond Registrar and all of the Bonds and transfers and or exchanges thereof shall be fully registered as to both principal and interest in the names of the Holders in the Bond Register and shall not be registered to bearer. Bonds may be transferred in the Bond Register only upon sur- render thereof to the Bond Registrar duly endorsed for transfer or accompanied by a written instrument of transfer duly executed by the Holder thereof or his attorney or legal representative in such form as shall be satisfactory to the Bond Registrar. Upon any such transfer, the City shall execute and the Bond Registrar shall au- thenticate and deliver in exchange for such Bond a new Bond or Bonds, registered in the name of the transferee, of any denomina- tion or denominations authorized by this Ordinance in an aggregate principal amount equal to the principal amount of such Bond, of the same Stated Maturity and bearing interest at the same rate. Bonds, upon surrender thereof at the principal office of the Bond Registrar, together with a written instrument of transfer duly executed by the Holder thereof or his attorney or legal representa- tive in such form as shall be satisfactory to the Bond Registrar, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of Bonds of the same Stated Maturity, of any denomination or denominations authorized by this Ordinance, and bearing interest at the same rate. In all cases in which Bonds shall be exchanged or transferred hereunder, the City shall execute and the Bond Registrar shall au- thenticate and deliver at the earliest practicable time Bonds in -5- accordance with the provisions of this Ordinance. All Bonds sur- rendered in any such exchange or transfer shall forthwith be can- celled by the Bond Registrar. No service charge shall be made to any Bondholder for registration, transfer or exchange of Bonds, but the City or the Bond Registrar may make a charge for every transfer or exchange of Bonds sufficient to reimburse it or them for any tax or other governmental charge required to be paid with respect to such transfer or exchange, and such charges shall be paid before any such transfer or exchange shall be completed. f The City and the Bond Registrar shall not be required (i) to issue, transfer or exchange any Bond during a period beginning at the opening of business 15 days preceding a mailing of a notice of redemption for Bonds selected for redemption pursuant to Section 10 and ending at the close of business on the date of such mailing; (ii) to transfer or exchange any Bond so selected for redemption in whole or in part, or (iii) to transfer or exchange any Bond begin- ning on the day following each Record Date and ending at the close of business on each Interest Payment Date or Maturity. Section 7. Persons Deemed Owners of Bonds. The Person in whose name any Bond shall be registered shall be deemed and re- garded by the City, the Bond Registrar and the Paying Agent as the absolute owner thereof, whether such Bond shall be overdue or not, for the purpose of receiving payment therefor or on account thereof and for all purposes, and neither the City, the Bond Registrar nor the Paying Agent shall be affected by notice to the contrary. Pay- ment of or on account of the principal of and interest on any Bond shall be made only to or upon the order of the Holder thereof or his legal representative. All such payments shall be valid and ef- fectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid. WE Section 8. Mutilated, Lost, Stolen or Destroyed Bonds. In the event any Bond shall become mutilated, or be lost, stolen or destroyed, the City shall, if necessary, execute and the Bond Reg- istrar shall authenticate and shall deliver a new Bond of like date and tenor as the Bond mutilated, lost, stolen or destroyed; provid- ed that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Bond Registrar, and in the case of any lost, stolen or destroyed Bond, that the requirements of K.S.A. 84-8-405 are met and that an indemnity bond and affidavit of loss are provided to the Bond Registrar and the City at the expense of the Holder. Such indemnity bond and affidavit of loss must be sufficient, in the judgment of the Bond Registrar and the City, to protect the Bond Registrar and the City from any loss which either of them might suffer if the Bond is replaced. In the event any such Bond shall have matured, instead of issuing a substitute Bond the City may pay or authorize the payment of the same without sur- render thereof. Upon the issuance of any substitute Bond, the City and the Bond Registrar may require the payment of an amount suffi- cient to reimburse the City and the Bond Registrar for any tax or other governmental charge that may be imposed in relation thereto and any other reasonable fees and expenses incurred in connection therewith. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, stolen or destroyed Bonds. Section 9. Cancellation and Destruction of Bonds Upon Payment. All Bonds surrendered for payment, transfer or exchange shall be delivered to the Bond Registrar and, if not already can- celled, the Bond Registrar shall cancel such Bonds and record such cancellation in the Bond Register. Thereafter, such cancelled Bonds shall be delivered to the City. Section 10. Redemption of Bonds Prior to Maturity. At the option of the City, Bonds maturing on October 1, 1992, and WE thereafter may be called for redemption and payment prior to matur- ity, as a whole or in part, in inverse order of maturity on April 1, 1992, or on any Interest Payment Date thereafter, at the Redemp- tion Price of the principal amount thereof plus accrued interest to and including the Redemption Date, without premium. The Bond Registrar shall call Bonds for redemption and payment as herein provided upon receipt by the Bond Registrar at least 45 days prior to the Redemption Date of a written request of the City. Such request shall specify the principal amount of Bonds and their maturities to be called for redemption, the applicable Redemption Price or Prices and the Redemption Date. Bonds shall be redeemed in inverse order of maturity in the principal amount of $5,000 or any integral multiple thereof. In the case of a partial redemption of Bonds of the same maturity the Bonds to be redeemed shall be selected by the Bond Registrar from the Outstanding Bonds of that maturity by such method as the Bond Registrar shall deem fair and appropriate and which may provide for the selection for redemption of portions of the principal of Out- standing Bonds of that maturity of a denomination larger than $5,000. The portions of the principal of Outstanding Bonds so se- lected for partial redemption shall be equal to $5,000 or integral multiples thereof. Any Bond which is to be redeemed only in part shall be submitted to the Paying Agent and delivered to the Bond Registrar, who shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of any au- thorized denomination as requested by such Holder in an aggregate principal amount equal to and in exchange for the unredeemed por- tion of the principal of the Bond so surrendered. If the Holder of any such Bond of a denomination greater than $5,000 shall fail to present such Bond to the Paying Agent for payment and exchange as aforesaid, such Bond shall, nevertheless, become due and payable on the Redemption Date to the extent of the principal amount of such Bond called for redemption (and to that extent only). If and when the City shall call any of the Bonds for redemp- tion and payment prior to the maturity thereof, the Bond Registrar shall give written notice in the name of the City of its intention to redeem and pay such Bonds at the office of the Paying Agent. Notice of Redemption shall be given by first class mail, postage prepaid, mailed not less than 30 days prior to the Redemption Date, to each Holder of Bonds to be redeemed, at his address appearing in the Bond Register. All notices of redemption shall state: (i) The Redemption Date; (ii) The Redemption Price; (iii) 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; (iv) That on the Redemption Date, the Redemption Price will become due and payable upon each such Bond, and that interest thereon shall cease to accrue from and after said date; and (v) The place where such Bonds are to be surren- dered for payment of the Redemption Price (which shall be the office of the Paying Agent). Section 11. Form of Bonds. The Bonds shall be issued in cer- tificated form in substantially the form set forth in this Section subject to such changes and variations as may be required to comply with the Kansas Bond Registration Law, K.S.A. 1984 Supp. 10-620 to 10-632, inclusive, and the rules and regulations appertaining thereto published in the Kansas Register by the Attorney General of -7- F_ I� the State of Kansas. The certificated Bonds may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any custom, usage or requirement of law with respect thereto. REGISTERED REGISTERED NUMBER $ UNITED STATED OF AMERICA STATE OF KANSAS COUNTY OF SALINE CITY OF SALINA GENERAL OBLIGATION REFUNDING BOND SERIES 1985 Interest Rate 0 REGISTERED HOLDER: PRINCIPAL AMOUNT: Maturity Date Bond Date October 15, 1985 CUSIP DOLLARS THE CITY OF SALINA, KANSAS (herein called the "City"), for value received, hereby promises to pay to the Registered Holder identified above, or registered assigns, on the Maturity Date iden- tified above, unless called for redemption prior to maturity, the Principal Amount identified above and to pay interest thereon at the Interest Rate specified above from the most recent Interest Payment Date to which interest has been paid in full or, if no in- terest has been paid, from October 15, 1985, said interest being payable semiannually on April 1 and October 1 in each year, begin- ning April 1, 1986. INTEREST on this Bond will be paid on each Interest Payment Date to the person in whose name this Bond is registered in the hereinafter referred to Bond Register at the close of business on the fifteenth day (whether or not a business day) of the calendar month next preceding each interest payment date (the "Record Date") to the registered owner hereof at such person's address as it ap- pears in the Bond Register. The principal of this Bond shall be payable to the Registered Holder upon presentation and surrender hereof at the principal office of First National Bank and Trust Company of Salina, in the City of Salina, Kansas. The full faith, credit and resources of the City are hereby irrevocably pledged for the prompt payment of the principal of and interest on this Bond as the same become due. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF. SUCH PROVISIONS SHALL FOR ALL PURPOS- ES HAVE THE SAME EFFECT AS IF SET FORTH HERE. -8- THIS BOND shall not be valid or become obligatory for any pur- pose or be entitled to any security or benefit under the Ordinance of the City authorizing the issuance of this Bond (the "Ordinance") until the Certificate of Authentication hereon shall have been dated and executed by the Bond 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 the Bonds have been 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 the Bonds, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the City has caused this Bond to be exe- cuted by facsimile signature of its Mayor and attested by the fac- simile signature of its City Clerk, the City's corporate seal to be printed hereon and this Bond to be dated October 15, 1985. [SEAL] ATTEST: facsimile City Clerk CITY OF SALINA, KANSAS By facsimile Mayor CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within men- tioned Ordinance. REGISTRATION DATE: FIRST NATIONAL BANK AND TRUST COMPANY OF SALINA Bond Registrar and Paying Agent By State Treasurer's Registration Number: 0322-085-101585-595 [ON REVERSE SIDE] THIS BOND is one of an authorized series of fully registered bonds of the City designated "General Obligation Refunding Bonds, Series 1985", aggregating the principal amount of $8,115,000 (here- in called the "Bonds"), issued for the purpose of providing funds, together with other funds of the City that are or will become available, to refund $9,433,000 principal amount of outstanding general obligation bonds of the City, under the authority of and in full compliance with the provisions, restrictions and limitations of the constitution and laws of the State of Kansas, including K.S.A. 10-101 to 10-132, inclusive, K.S.A. 10-427 to 10-429, inclu- sive, and all laws amendatory thereof and supplemental thereto, and pursuant to proceedings duly and legally had by the governing body of the City. THE BONDS are general obligations of the City, payable as to principal and interest in part from special assessments on property benefitted but any specially assessed part not so paid and the re- mainder of the principal and interest are payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all taxable tangible property within the territorial limits of the City. 1 IN THE EVENT any of the Bonds are called for redemption and payment as aforesaid, written notice thereof will be given by first class mail mailed not less than 30 days prior to the date fixed for redemption and payment to each holder of Bonds to be redeemed. All Bonds so called for redemption will cease to bear interest on the specified redemption date, provided funds are deposited with the Paying Agent on such redemption date. THE PRINCIPAL of and interest (computed on the basis of a 360 -day year of twelve 30 -day months) on this Bond are payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and pri- vate debts. Interest shall be paid to the person appearing as the registered owner hereof in the bond register of the City (the "Bond Register") maintained by First National Bank and Trust Company of Salina, Salina, Kansas, as Bond Registrar, or its successor. THIS BOND is transferable only in the Bond Register at the of- fice of the Bond Registrar upon surrender of this Bond to the Bond Registrar duly endorsed for transfer or accompanied by a written instrument of transfer satisfactory to the Bond Registrar duly exe- cuted by the registered owner hereof or his attorney or legal rep- resentative, and thereupon a new Bond or Bonds in the same aggre- gate principal amount shall be issued to the transferee in exchange therefor subject to the conditions provided in the Ordinance. The Bonds for each maturity are issuable only in the form of fully reg- istered certificated Bonds, without coupons, in the denomination of $5,000 or any integral multiple thereof. The registered owner of any Bond or Bonds may surrender the same in exchange for an equal aggregate principal amount of Bonds of any authorized denomination in the manner and subject to the conditions provided in the Ordi- nance. No service charge shall be made for any such transfer or exchange, but, prior to any transfer or exchange, the registered owner hereof shall pay to the City or the Bond Registrar an amount sufficient to reimburse it or them for any tax or other governmen- tal charge required to be paid with respect to such transfer or ex- change. The City, the Bond Registrar and the Paying Agent may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal hereof and interest due hereon and for all other purposes. Mem THE BONDS maturing on option of the City, may be October 1, called for 1992, and thereafter, at the redemption and payment prior to maturity, as a whole or in part in inverse order of maturity, on April 1, 1992, or on any interest payment date thereafter, at the principal amount thereof plus accrued interest to and including the date of redemption, without premium. 1 IN THE EVENT any of the Bonds are called for redemption and payment as aforesaid, written notice thereof will be given by first class mail mailed not less than 30 days prior to the date fixed for redemption and payment to each holder of Bonds to be redeemed. All Bonds so called for redemption will cease to bear interest on the specified redemption date, provided funds are deposited with the Paying Agent on such redemption date. THE PRINCIPAL of and interest (computed on the basis of a 360 -day year of twelve 30 -day months) on this Bond are payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and pri- vate debts. Interest shall be paid to the person appearing as the registered owner hereof in the bond register of the City (the "Bond Register") maintained by First National Bank and Trust Company of Salina, Salina, Kansas, as Bond Registrar, or its successor. THIS BOND is transferable only in the Bond Register at the of- fice of the Bond Registrar upon surrender of this Bond to the Bond Registrar duly endorsed for transfer or accompanied by a written instrument of transfer satisfactory to the Bond Registrar duly exe- cuted by the registered owner hereof or his attorney or legal rep- resentative, and thereupon a new Bond or Bonds in the same aggre- gate principal amount shall be issued to the transferee in exchange therefor subject to the conditions provided in the Ordinance. The Bonds for each maturity are issuable only in the form of fully reg- istered certificated Bonds, without coupons, in the denomination of $5,000 or any integral multiple thereof. The registered owner of any Bond or Bonds may surrender the same in exchange for an equal aggregate principal amount of Bonds of any authorized denomination in the manner and subject to the conditions provided in the Ordi- nance. No service charge shall be made for any such transfer or exchange, but, prior to any transfer or exchange, the registered owner hereof shall pay to the City or the Bond Registrar an amount sufficient to reimburse it or them for any tax or other governmen- tal charge required to be paid with respect to such transfer or ex- change. The City, the Bond Registrar and the Paying Agent may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal hereof and interest due hereon and for all other purposes. Mem 1 BOND ASSIGNMENT FOR VALUE RECEIVED the undersigned does (do) hereby sell, as- sign and transfer to (Name and Address) (Social Security or Taxpayer Identifying No.) the bond to which this assignment is affixed in the outstanding principal amount of $ , standing in the name of the un- dersigned on the books of the State Treasurer of Kansas. The un- dersigned does (do) hereby revocably constitute and appoint attorney to transfer the said bond on the books of said State Treasurer of Kansas with full power of substi- tution in the premises. Dated Name Account No. Signature (Sign Here Exactly as Name or Names Appear on the Face of the Certificate) (Signature Guarantee) (FORM OF CLERK'S CERTIFICATE) STATE OF KANSAS ) ) SS. COUNTY OF SALINE ) I, D. L. Harrison, City Clerk of the City of Salina, Kansas, do hereby certify that this Bond has been duly registered in my of- fice on October 23, 1985. WITNESS my hand and official seal [FACSIMILE SEAL] (facsimile City Clerk -11- (FORM OF STATE TREASURER'S CERTIFICATE) OFFICE OF THE STATE TREASURER OF KANSAS I, JOAN FINNEY, Treasurer of the State of Kansas, do hereby certify that a transcript of the proceedings leading up to the is- suance of this Bond has been filed in my office and that this Bond was registered in my office according to law on October 23, 1985. WITNESS my hand and official seal. [SEAL] State Treasurer of Kansas By: Assistant State Treasurer Section 12. Uncertificated Bonds. All Bonds shall be issued in certificated form. Issuance of uncertificated Bonds is prohib- ited. Section 13. Disposition of Bond Proceeds. All accrued inter- est received from the sale of the Bonds shall be deposited in the general obligation bond fund held by the City Treasurer for the re- tirement of general obligation bonds of the City. The $7,904,010 of proceeds received in payment for the princi- pal amount of the Bonds shall be used solely to refund the Refunded Bonds and shall be allocated and disbursed according to the follow- ing instructions: (a) There shall first be set aside such amounts as shall be required for the payment of the costs, fees and expenses in- curred in connection with the issuance of the Bonds, including cre- ation of the escrow and carrying out the duties provided by the Es- crow Trust Agreement, which funds shall be used and disbursed for such purposes. (b) The remainder of such proceeds, together with other moneys provided by the City, shall be used to purchase and deposit with the Escrow Trustee the obligations and cash required to be de- posited with the Escrow Trustee pursuant to the Escrow Trust Agree- ment. Such proceeds shall be irrevocably paid over to and depos- ited with the Escrow Trustee, and such moneys, and the obligations in which such moneys may be invested pursuant to the provisions of the Escrow Trust Agreement, shall be deposited to and held in the "City of Salina, Kansas, Escrow Account" (the "Escrow Account"), a special and irrevocable escrow account created by the Escrow Trust Agreement, which account shall be held in trust in the custody of the Escrow Trustee in accordance with the terms and provisions of the Escrow Trust Agreement. Moneys so deposited in such Escrow Ac- count shall be invested in direct and general obligations of the United States of America or obligations unconditionally guaranteed by the United States of America, or in evidences of ownership of such obligations, as provided in the Escrow Trust Agreement. Such obligations shall mature in principal amounts at such times so that sufficient moneys will be available from maturing principal of and interest on such obligations to pay, as the same mature and become due, the principal of, redemption premium, if any, and interest on the Refunded Bonds. Moneys and obligations in the Escrow Account and all earnings thereon shall be used and applied, in accordance with the terms of the Escrow Trust Agreement, solely for the pay- ment of the principal of and interest on the Refunded Bonds. -12- (c) Any moneys remaining from the sale of the Bonds after the allocations and payments required by subparagraphs (a) and (b) have been completed shall be deposited in the general obli- gation bond fund held for the retirement of general obligation bonds of the City. Section 14. Sufficiency of Funds for Payment of the Refunded Bonds. Prior to or concurrently with the issuance and delivery of the Bonds, the City shall obtain verification by an independent certified public accountant that the moneys and obligations re- quired to be irrevocably deposited in trust with the Escrow Trustee pursuant to Section 13 of this Ordinance, together with the earn- ings to accrue thereon, will always be sufficient for the payment of the principal of and interest accrued to the date of maturity of the Refunded Bonds. Section 15. Arbitrage Covenant. The City covenants and agrees that no part of the proceeds of the Bonds or of the moneys in the Escrow Account shall be used, at any time, directly or in- directly, in a manner which, if such use had been reasonably anti- cipated on the date of issuance of the Bonds, would have caused any of the Bonds to be or become "arbitrage bonds" within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Bonds. Section 16. Levy and Collection of Annual Assessments and Taxes. The governing body of the City shall annually make provi- sion for the payment of the principal of and interest on the Bonds as the same become due by levying and collecting the necessary as- sessments and taxes required therefor in the manner provided by law. Section 17. Transfer of Funds to Paying Agent and Bond Registrar. The City Treasurer is hereby authorized and directed to withdraw from the funds received in payment for special assessments and from the general obligation bond fund and forward to the Paying Agent sums sufficient to pay both principal of, premium, if any, and interest on the Bonds as and when the same become due, and also to pay the charges made by the Bond Registrar and Paying Agent for services rendered as bond registrar and paying agent for the Bonds. Said charges for services rendered shall be forwarded to the Paying Agent over and above the amount of the principal of and interest on the Bonds. Section 18. Authorization of Escrow Trust Agreement. The Mayor and City Clerk are hereby authorized and directed to execute the Escrow Trust Agreement dated as of October 15, 1985, between the City and First National Bank and Trust Company of Salina, Salina, Kansas, substantially in the form attached to this Ordi- nance and marked Exhibit A, with such changes therein to correct omissions and ambiguities as such officials may deem appropriate, for and on behalf of and as the act and deed of the City and its governing body. Section 19. Authorization of Agreement Between the City and the Bond Registrar and Paying Agent. The Agreement between the City and the Bond Registrar and Paying Agent with respect to the duties of the Bond Registrar and Paying Agent, substantially in the form attached to this Ordinance and marked Exhibit B, is in all re- spects hereby approved, authorized and confirmed and the Mayor and City Clerk are hereby authorized and directed to complete and exe- cute said Agreement for and on behalf of the City and its governing body. -13- i 1 Section 20. Effective Date. This Ordinance shall take effect and be in full force from and after its publication in the official City newspaper. Introduced: October 7, 1985 Passed: October 21, 1985 rc ct Mayor [SEAL] ATTEST: City Clerk -14-