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93-9609 Issue BondsDraft - 11/15/93 (2) Document No. K101962\ORD2 ORDINANCE NO. 93-9609 OF THE CITY OF SALINA, KANSAS $1,800,000 GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS SERIES S-242 PAGE Sd,tion 1. Definitions .................................. 1 SEction 2. Authorization of and Security for the Bonds .............. 3 Sd,tion 3. Description of the Bonds. Designation of Paying Agent Paying Agent and Bond Registrar ................... 3 So tion 4. Redemption of Bonds Prior to Maturity ................ 3 Sattion 5. Method and Place of Payment of Principal of and Interest on the Bonds ................................ 5 Settion 6. Execution, Authentication and Delivery of the Bonds ........ 5 Stion 7. Registration, Transfer and Exchange of Bonds ............ 6 S tion 8. Persons Deemed Owners of Bonds ................... 7 S tion 9. Mutilated, Lost, Stolen or Destroyed Bonds .............. 7 S tion 10. Cancellation and Destruction of Bonds Upon Payment ....... 7 S tion 11. Form of Bonds ................................ 7 S tion 12. Disposition of Bond Proceeds and Other Funds ............ 8 S tion 13. Levy and Collection of Annual Taxes and Assessments ....... 8 S tion 14. Transfer of Funds to Paying Agent and the Bond Registrar .... 8 S tion 15. Authorization of Agreement Between the City and the Bond Registrar ............................... 8 S tion 16. Tax Covenants ................................ 8 S tion 17. Defeasance .................................. 9 S tion 18. Approval of Preliminary Official Statement and Official Statement 10 Stion 19. Severability .................................. 10 S tion 20. Effective Date ................................ 10 it A it B �4 b�rSNrd i�v !FP �c (in�a .�au.^.�a /�ccCaibe/ 3 /?Y3 iw• 7J-7VV7 A3 ORDINANCE AUTHORIZING AND DIRECTING THE ISSUANCE, SALE AND DELIVERY OF $1,800,000 PRINCIPAL AMOUNT OF GENERAL OBLIGATION INTERNAL IMPROVEMENT B DS OF THE CITY OF SALINA, KANSAS, SERIES S-242 FOR THE PURPOSE OF PROVIDING F DS TO PAY THE COST OF CERTAIN IMPROVEMENTS TO THE CITY'S SOLID WASTE F ILITY, MUNICIPAL GOLF COURSE AND STREETS IN THE CITY; PRESCRIBING THE F M AND DETAILS OF SAID BONDS. PROVIDING FOR THE LEVY AND COLLECTION OF Tf NECESSARY TAXES FOR THE PURPOSE OF PAYING THE PRINCIPAL OF AND INTEREST Or, SAID BONDS AS THEY BECOME DUE; AUTHORIZING AN AGREEMENT BETWEEN THE CI—Y AND THE BOND REGISTRAR; APPROVING THE PRELIMINARY AND FINAL OFFICIAL S TEMENTS. WHEREAS, pursuant to K.S.A. 12-2101 et seg., 12-685 et seq. and 13-1024a as modified by ner Ordinance No. 13 of the City adopted on September 19, 1977, all as amended, and other visions of the laws of the State of Kansas applicable thereto, by proceedings duly had, the governing y of the City of Salina. Kansas (the "City"), has proceeded with certain improvements to the City's d waste facility, municipal golf course and streets in the City; and WHEREAS, all legal requirements pertaining to said improvements have been complied with, the governing body of the City now finds and determines that the total cost of the aforesaid ovements and related expenses (including issuance costs of the bonds herein authorized) less other s on hand and available to pay the said cost is $1,800,000; and WHEREAS, the governing body of the City is authorized by law to issue general obligation bonds of he City to pay the costs of said improvements; and WHEREAS, the governing body of the City has advertised the sale of its general obligation bonds in ccordance with the law and, at a meeting held in the City on November 22, 1993, awarded the sale of Iruch bonds to the lowest bidder; and WHEREAS, the governing body of the City now deems and finds it necessary to authorize the of the aforesaid bonds for delivery to the purchaser thereof; NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF A, KANSAS, AS FOLLOWS: Section 1. Definitions. In addition to the words and terms otherwise defined herein, unless the co text shall clearly indicate some other meaning, the words and terms defined in this Section shall for all purposes of this Ordinance have the respective meanings specified in this Section, to wit: "Bondholder" and "Holder" mean a Person in whose name a Bond is registered in the Bond "Bond Register" means the register and all accompanying records kept by the Bond Registrar ng the registration, transfer and exchange of Bonds. "Bond Registrar" means the State Treasurer of Kansas when acting in the capacity as registrar transfer agent for the registration, transfer and exchange of Bonds, and any successors thereto. "Bonds" means $I, ZSUU,UUU original principal amount of Uenerai Obligation 11 s, Series S-242, authorized according to the terms provided in this Ordinance. "City" means Salina, Kansas. "Interest Payment Date" means the Stated Maturity of an installment of interest on the Bonds. "Maturity" with respect to any Bond means the date on which the principal of such Bond becomes and payable as therein or herein provided. "Ordinance" "this Ordinance" "hereof', "herein" "hereto" and similar terms shall refer to this ce of the City authorizing the Bonds, as originally executed or as it may be supplemented or I from time to time. "Outstanding" when used with respect to Bonds means, as of the date of determination, all Bonds ire executed, authenticated and delivered under this Ordinance, except: (i) Bonds theretofore cancelled by the Bond Registrar or delivered to the Bond Registrar for cancellation; (ii) Bonds that have been defeased by the deposit of funds or qualified securities with the Paying Agent or other qualified party in compliance with this Ordinance; and (iii) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered pursuant to this Ordinance. "Paying Agent" means the State Treasurer of Kansas when acting in the capacity as paying agent the payment of the principal of, premium, if any, and interest on the Bonds and any successors "Person" means any individual, corporation, partnership, joint venture, association, joint-stock any, trust, unincorporated organization or government or any agency or political subdivision thereof. "Project" means the construction of certain improvements to the City's solid waste facility, al golf course and streets in the City. "Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for ion pursuant to this Ordinance. "Registration Date" means the effective date of registration of a Bond as evidenced by the Bond r in the Certificate of Authentication appearing on the Bond. "Regular Record Date" for the interest payable on any Interest Payment Date means the 15th day ( hether or not a business day) of the calendar month next preceding such Interest Payment Date. "Special Record Date" for the payment of any Defaulted Interest, as defined in Section 5, means fixed by the Bond Registrar pursuant to Section 5. -2- the date specified in Section 3 of this Ordinance as the fixed date on which the principal of such or such installment of interest is due and payable. Section 2. Authorization of and Security for the Bonds. For the purpose of providing funds for Project, there shall be issued and are hereby authorized and directed to be issued the General igation Internal Improvement Bonds, Series S-242, of the City in the principal amount of $1,800,000. The Bonds shall be general obligations of the City, payable as to both principal and interest from advalorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the City. The full faith, credit and resources of ihe City are hereby irrevocably pledged for the payment of the Bonds and the interest thereon as the saine become due. in Section 3. Description of the Bonds. Designation of Paying Agent and Bond Registrar. The ds shall consist of fully registered Bonds, without coupons, transferable to subsequent owners only e Bond Register maintained by the Bond Registrar as hereinafter provided. Each Bond shall be in denomination of $5,000 or any integral multiple thereof, not exceeding the principal amount of Bonds ring in the year in which such Bond becomes due, as specified by the Holder of such Bond. The ds shall be numbered in a manner determined by the Bond Registrar. The Bonds shall be dated as ecember 1, 1993 and shall mature and shall bear interest at the rates per annum as follows: MATURITY PRINCIPAL INTEREST OCTOBER 1 AMOUNT RATE 1994 $100,000 % 1995 190,000 % 1996 190,000 % 1997 190,000 % 1998 190,000 % 1999 190,000 % 2000 190,000 % 2001 190,000 % 2002 185,000 % 2003 185,000 % The Bonds shall bear interest from the most recent Interest Payment Date to which interest has n paid in full or, if no interest has been paid, from December 1, 1993. Interest on the Bonds at the s aforesaid shall be payable semiannually on April 1 and October 1 in each year, beginning April 1, 14. The State Treasurer of Kansas, Topeka, Kansas, is hereby designated as the Paying Agent and as Bond Registrar for the Bonds. Section 4. Redemption of Bonds Prior to Maturity. The Series 5-242 Bonds maturing on ber 1, 2001, and thereafter shall be subject to redemption and payment prior to their Stated Maturity option of the City as a whole or in part in such principal amounts for such maturities as shall be mined by the City on October 1, 2000, or on any Interest Payment Date thereafter in inverse order ated Maturity, at the redemption price of 100% of the principal amount of Bonds redeemed and paid accrued interest to the Redemption Date, without a premium. -3- by hhe Bond Registrar at least 45 days prior to the Redemption Date of a written request of the City. The Bonds shall be redeemed in the principal amount of $5,000 or any integral multiple thereof. In ie case of a partial redemption of Series S-242 Bonds of the same Stated Maturity, the Bonds to be r med shall be selected by the Bond Registrar from the Outstanding Bonds of that Stated Maturity by suc i method as the Bond Registrar shall deem fair and appropriate and which may provide for the sel ction for redemption of portions of the principal of Outstanding Bonds of that maturity of a de urination larger than $5,000. The portions of the principal of Outstanding Bonds so selected for pai ial redemption shall be equal to $5,000 or integral multiples thereof. Any Bond which is to be r med only in part shall be submitted to the Paying Agent and delivered to the Bond Registrar, who shInt authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds, ofy authorized denomination as requested by such Holder in an aggregate principal amount equal to ann exchange for the unredeemed portion of the principal of the Bond so surrendered. If the Holder ofy such Bond of a denomination greater than $5,000 shall fail to present such Bond to the Paying A for payment and exchange as aforesaid, such Bond shall, nevertheless, become due and payable oa Redemption Date to the extent of the principal amount of such Bond called for redemption (and toat extent only). G If and when the City shall call any of the Bonds for redemption and payment prior to the maturity eof, the Bond Registrar shall give written notice in the name of the City of its intention to redeem pay such Bonds at the office of the Paying Agent. Notice of redemption shall be given by first class ., postage prepaid, mailed not less than 30 days prior to the Redemption Date, to each Holder of ds to be redeemed, at his address appearing in the Bond Registrar. All notices of redemption shall (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 surrendered for payment of the redemption price (which shall be the office of the Paying Agent). The failure of the Holder of any Bond to be redeemed to receive written notice mailed pursuant to shall not affect or invalidate the redemption of said Bond. If any Bond is called for redemption payment as aforesaid, all interest on such Bond shall cease from and after such redemption date, ided funds are deposited with the Paying Agent for its payment on the Redemption Date at the mption price. The Bond Registrar is also directed to comply with any mandatory or voluntary standards then t for processing redemptions of municipal securities established by the Securities and Exchange ME to be redeemed. Section 5. Method and Place of Payment of Principal of and Interest on the Bonds. The �ncipal of, premium, if any, and interest (computed on the basis of a 360 -day year of twelve 30 -day )nths) on the Bonds shall be payable in such coin or currency of the United States of America as at the ie of payment is legal tender for the payment of public and private debts. Payment of the interest on -h Bond shall be made by the Paying Agent on each Interest Payment Date to the Person appearing as Holder thereof in the Bond Register at the close of business on the Regular Record Date next ✓ceding said Interest Payment Date, by check or draft mailed to such Holder at the Holder's address it appears in the Bond Register. The principal of and redemption premium, if any, each Bond shall payable to the Holder thereof upon the presentation of such Bond for payment and cancellation at its aturity at the principal office of the Paying Agent. Notwithstanding any of the foregoing provisions of this Section to the contrary, any interest on Bonds which is payable, but is not punctually paid on any Interest Payment Date (herein called iefaulted Interest"), shall be payable to the persons in whose names the Bonds are registered at the close business on a Special Record Date. The Special Record Date shall be fixed in the following manner: The City shall notify the Bond Registrar in writing of the amount of Defaulted Interest proposed to paid on the Bonds and the date of the proposed payment, which proposed payment date shall be at L.st 30 days after receipt by the Bond Registrar of such notice from the City; (2) at the same time the ty shall deposit with the Paying Agent an amount of money equal to the aggregate amount to be paid respect of such Defaulted Interest or shall make arrangements satisfactory to the Paying Agent for such posit prior to the date of the proposed payment; and (3) thereupon, the Bond Registrar shall fix a xial Record Date for the payment of such Defaulted Interest which shall not be more than 15 nor less in 10 days prior to the date of the proposed payment. The Bond Registrar shall promptly notify the City of such Special Record Date and, in the name J at the expense of the City, shall cause notice of the proposed payment of such Defaulted Interest and Special Record Date therefor to be mailed, first class postage prepaid, to the Holder of each Bond the Holder's address as it appears in the Bond Register, not less than 10 days prior to such Special ,cord Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date ;refor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose mes the Bonds are registered at the close of business on such Special Record Date. Subject to the foregoing provisions of this Section, each Bond delivered under this Ordinance on transfer of or in exchange for or in lieu of any other Bond shall carry the rights to interest accrued d unpaid, and to accrue, which were carried by such other Bond. Section 6. Execution, Authentication and Delivery of the Bonds. The Bonds shall be executed behalf of the City by the facsimile signature of its Mayor and attested by the facsimile signature of City Clerk, and shall have the seal of the City affixed thereto or imprinted thereon. In the event any Ficer whose signature or facsimile thereof appears on any Bond shall cease to be such officer before delivery of such Bond, such signature or facsimile thereof shall nevertheless be valid and sufficient all purposes, the same as if such person had remained in office until delivery. Any Bond may be ecuted by such persons as at the actual time of the execution of such Bond shall be the proper officers sign such Bond although at the original date of such Bond such persons may not have been such -5- The Bonds shall have endorsed thereon a Certificate of Authentication substantiany in the Corm einafter set forth and which shall have the date of registration inserted and shall be manually executed the Bond Registrar. No Bond shall be entitled to any security or benefit under this Ordinance or shall be valid or o igatory for any purpose unless and until such Certificate of Authentication shall have been duly e uted by the Bond Registrar by manual signature. Such executed Certificate of Authentication upon Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under th Ordinance and that such registered owner has been entered on record in the Bond Register kept by thi Bond Registrar. The Certificate of Authentication shall be deemed to have been duly executed if the _ R istration Date has been inserted and if it has been signed by any authorized officer or employee of tht Bond Registrar, but it shall not be necessary that the same officer or employee sign the Certificate oA Authentication on all of the Bonds that may be issued hereunder at any one time. The Mayor and the City Clerk are hereby authorized and directed to prepare and execute the nds in the manner hereinbefore specified, the City Clerk is hereby authorized and directed to register Bonds, and the Mayor and the City Clerk are hereby authorized and directed to cause the Bonds to registered in the office of the State Treasurer of Kansas as provided by law, and when the Bonds have ;n duly registered with the Bond Registrar, to deliver the Bonds to the original purchaser thereof, upon payment of the aggregate principal amount of the Bonds plus accrued interest to the date of payment I delivery, together with any premium. Section 7. Registration. Transfer and Exchange of Bonds. So long as any of the Bonds remain tanding, the City shall cause the Bond Register to be kept at the principal office of the Bond Registrar all of the Bonds and transfers and or exchanges thereof shall be fully registered as to both principal 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 surrender thereof to the Bond Registrar y endorsed for transfer or accompanied by a written instrument of transfer duly executed by the Ider thereof or his attorney or legal representative in such form as shall be satisfactory to the Bond ;istrar. Upon any such transfer, the City shall execute and the Bond Registrar shall authenticate and iver in exchange for such Bond a new Bond or Bonds, registered in the name of the transferee, of any iomination or denominations authorized by this Ordinance in an aggregate principal amount equal to principal amount of such Bond, of the same Maturity and bearing interest at the same rate. Bonds, upon surrender thereof at the principal office of the Bond Registrar, together with a itten instrument of transfer duly executed by the Holder thereof or his attorney or legal representative such form as shall be satisfactory to the Bond Registrar, may, at the option of the Holder thereof, be -hanged for an equal aggregate principal amount of Bonds of the same Maturity, of any denomination 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 the Bond Registrar shall authenticate and deliver at the earliest practicable time Bonds in accordance the provisions of this Ordinance. All Bonds surrendered in any such exchange or transfer shall iwith be cancelled by the Bond Registrar. No service charge shall be made to any Bondholder for stration, transfer or exchange of Bonds, but the City or the Bond Registrar may make a charge for y transfer or exchange of Bonds sufficient to reimburse it or them for any tax or other governmental 1.1 any such transfer or exchange shall be completed. The City and the Bond Registrar shall not be required (i) to issue, transfer or exchange any Bond duling a period beginning at the opening of business 15 days preceding the date of mailing of a notice of edemption for Bonds selected for redemption under Section 4 and ending at the close of business on tht day of such mailing; (ii) to transfer or exchange any Bond so selected for redemption in whole or in p ; or (iii) to issue, transfer or exchange any Bond during a period beginning at the opening of business on the day after receiving written notice from the City of its intent to pay Defaulted Interest and ending at a close of business on the date fixed for the payment of Defaulted Interest pursuant to this Ordinance. Section 8. Persons Deemed Owners of Bonds. The Person in whose name any Bond shall be re istered shall be deemed and regarded 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 threfor or on account thereof and for all purposes, and neither the City, the Bond Registrar nor the P ing Agent shall be affected by notice to the contrary. Payment of or on account of the principal of interest on any Bond shall be made only to or upon the order of the Holder thereof or his legal re resentative. All such payments shall be valid and effectual to satisfy and discharge the liability upon su ch Bond, including the interest thereon, to the extent of the sum or sums so paid. Section 9. Mutilated, Lost. Stolen or Destroyed Bonds. In the event any Bond shall become tilated, or be lost, stolen or destroyed, the City shall, if necessary, execute and the Bond Registrar 11 authenticate and shall deliver a new Bond of like date and tenor as the Bond mutilated, lost, stolen destroyed; provided that, in the case of any mutilated Bond, such mutilated Bond shall first be rendered to the Bond Registrar, and in the case of any lost, stolen or destroyed Bond, if the uirements of K.S.A. 84-8-405 are met and if an indemnity bond and affidavit of loss are provided to Bond Registrar and the City at the expense of the Holder. Such indemnity bond and affidavit of loss st be sufficient, in the judgment of the Bond Registrar and the City, to protect the Bond Registrar and City from any loss which either of them might suffer if the Bond is replaced. In the event any such ad shall have matured, instead of issuing a substitute Bond the City may pay or authorize the payment he same without surrender thereof. Upon the issuance of any substitute Bond, the City and the Bond ;istrar may require the paN, ment of an amount sufficient to reimburse the City and the Bond Registrar any tax or other governinental charge that may be imposed in relation thereto and any other sonable fees and expenses incurred in connection therewith. The provisions of this Section are Jusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the lacement or payment of mutilated, lost, stolen or destroyed Bonds. Section 10. _Cancellation and Destruction of Bonds Upon Payment. All Bonds surrendered for gent, transfer or exchange shall be delivered to the Bond Registrar and, if not already cancelled, the Registrar shall cancel such Bonds and record such cancellation in the Bond Register. Thereafter, cancelled Bonds shall be delivered to the City. Section 11. Form of Bonds. The Bonds and the Bond Registrar's Certificate of Authentication be endorsed thereon shall be in substantially the form attached hereto as Exhibit "A". The Bonds may ve endorsed thereon such legends or text as may be necessary or appropriate to conform to any plicable rules and regulations of any governmental authority or any custom, usage or requirement of v with respect thereto. -7- 3G6UV11 lL. "QVV3IUV11 VI LJVIIU i 1Vl.GC.UJ a11V <1UI1 l a ulaUJ. "11 aa♦--- - r. v........., ifieCity y, received from the sale of the Bonds shall be deposited in the general obligation bond fund held b Treasurer for the retirement of the Bonds. The remaining balance of the proceeds derived from the sale of the Bonds shall be deposited in a find (the "Series S-242 Project Fund") held by the City Treasurer and shall be used solely for the puipose of paying the costs of the Project and the costs of issuing the Bonds. Any moneys remaining in a S-242 Project Fund after the completion of the Project will be deposited in the general obligation boppd fund and used to pay the next maturing principal of and interest on the Bonds. Section 13. Levy and Collection of Annual Taxes and Assessments. The governing body of the Ci i y shall annually make provision for the payment of the principal of and interest on the Bonds as the sahe become due by levying and collecting the necessary taxes and assessments therefor in the manner pr vided by law. Section 14. Transfer of Funds to Paying Agent and the Bond Re isg tray. The City Treasurer is heleby authorized and directed to withdraw from the funds received in payment of the taxes and special assessments and from the debt service fund of the City and forward to the Paying Agent sums sufficient to pay the principal of and interest on the Bonds as and when the same become due and to pay the ch ges of the Paying Agent for acting as paying agent in the payment of principal and interest. In a ition, the City Treasurer is hereby authorized and directed to withdraw from the debt service fund and fo and to the Bond Registrar sums sufficient to pay the charges of the Bond Registrar for acting as bond re istrar. Sums sufficient to pay said charges shall be forwarded to the Paying Agent and Bond Registrar oNipr and above the amount of the principal of and interest on the Bonds. Section 15. Authorization of Agreement Between the City and the Bond Registrar. The cement between the City and the State Treasurer of Kansas, in substantially the form attached hereto, respect to the duties of the State Treasurer as Bond Registrar is in all respects hereby approved, )rized and confirmed and the Mayor and City Clerk are hereby authorized and directed to execute Agreement for and on behalf of the City. Section 16. Tax Covenants. (a) The City covenants and agrees that (1) it will comply with all applicable provisions of US Internal Revenue Code of 1986, as amended (the "Code"), including Sections 103 and 141 through 1 , necessary to maintain the exclusion from gross income for federal income tax purposes of the in iarest on the Bonds and (2) it will not take any action, or fail to take any action, if any such action or f ure to take action would adversely affect the exclusion from gross income of the interest on the Bonds. e City 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 Ings and judicial decisions, in order to ensure that the interest on the Bonds will remain excluded from fegeral gross income, to the extent any such actions can be taken by the City. (b) The City covenants and agrees that (1) it will comply with all requirements of Section of the Code to the extent applicable to the Bonds, (2) it will use the proceeds of the Bonds as soon practicable and with all reasonable dispatch for the purposes for which the Bonds are issued and (3) ill not invest or directly or indirectly use or permit the use of any proceeds of the Bonds or any other -8- s of the City in any manner, or take or omit to take any action, that would cause the Bonds to be itrage bonds" within the meaning of Section 148(a) of the Code. (c) The City expects that it will expend all of the proceeds of the Bonds within six months of I le date of issuance of the Bonds in accordance with the provisions of Section 148(f)(4)(B)(i) of the Co e. The City covenants and agrees that it will pay or provide for the payment from time to time of all imounts required to be rebated to the United States pursuant to Section 148(f) of the Code and any Tr ury Regulations applicable to the Bonds from time to time. This covenant shall survive payment in ll or defeasance of the Bonds. The City specifically covenants to comply with the Arbitrage In ructions attached as Exhibit A to the Arbitrage Certificate. Notwithstanding anything to the contrary coi tained herein, the Arbitrage Instructions may be amended or replaced if, in the opinion of counsel na onally recognized on the subject of municipal bonds, such amendment or replacement will not ad ersely affect the exclusion from gross income for federal income tax purposes of interest on the (d) The City hereby designates the Bonds to be "qualified tax-exempt obligations" as such is defined in Section 265(b)(3) of the Code. In addition, the City hereby represents that: (i) the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds which are not "qualified 501(c)(3) bonds") which will be issued by the City (and all subordinate entities thereof) during calendar year that the Bonds are issued is not reasonably expected to exceed $10,000,000; and (ii) the City (including all subordinate entities thereof) will not issue an aggregate principal amount of obligations designated by the City to be "qualified tax-exempt obligations during calendar year that the Bonds are issued, including the Bonds, in excess of $10,000,000, without first obtaining an opinion of Bond Counsel that the designation of the Bonds as "qualified tax-exempt obligations" will not be adversely affected. e Mayor is hereby authorized to take such other action as may be necessary to make effective the �ignation contained ir.: subsection. (e) The fore : ovenants shall remain in full force and effect notwithstanding the ice of the Bonds pursuanE to Section 17 of this Ordinance until the final maturity date of all Bonds Section 17. Defeasance. When all of the Bonds shall have been paid and discharged, then the luirements contained in this Ordinance and all other rights granted hereby shall terminate. Bonds shall deemed to have been paid and discharged within the meaning of this Ordinance if there shall have been >osited with the Paying Agent or with a bank located in the State of Kansas and having full trust vers, at or prior to the Stated Maturity of said Bonds, in trust for and irrevocably appropriated thereto, neys and/or direct obligations of, or obligations the principal of and interest on which are guaranteed the United States of America, or in evidences of ownership of such obligations, which, together with interest to be earned on any such obligations, will be sufficient for the payment of the principal of J Bonds and interest accrued to the Stated Maturity, or if default in such payment shall have occurred such date, then to the date of the tender of such payments. Any moneys and obligations which at any ie shall be deposited with said Paying Agent or bank or on behalf of the City, for the purpose of (ing and discharging any of the Bonds, shall be and are hereby assigned, transferred and set over to ma i Paying Agent or bank in trust for the respective Holders of the Bonds, and such moneys shall be are hereby irrevocably appropriated to the payment and discharge thereof. All moneys deposited with Paying Agent or bank shall be deemed to be deposited in accordance with and subject to all of the risions contained in this Ordinance. Section 18. Approval of Preliminary Official Statement and Official Statement. The Preliminary cial Statement dated November 1, 1993, a copy of which has been submitted to and reviewed by the erning Body of the City, was final within the meaning of Rule 15c2-12 under the Securities Exchange of 1934 except for the omission of information relating to offering prices, interest rates, delivery s, any other terms or provisions required to be specified in the bid for the Bonds, other terms of the ds depending on such matters and the identity of the successful bidder for the Bonds, and the rmation therein was accurate and complete. Said Preliminary Official Statement and the final Official -ment, in substantially the form of the Preliminary Official Statement, and the public distribution of same by the underwriters of the Bonds is hereby approved. The Mayor of the City is hereby orized and directed to execute and deliver said final Official Statement on behalf of the City with such iges therein or amendments or supplements thereto as shall be approved by the Mayor, the Mayor's :ution thereof to be conclusive evidence of said representative's approval thereof. Section 19. Severability. If any one or more of the covenants or agreements provided in this finance (including the exhibits hereto) on the part of the City should be contrary to law, then such ,enant or covenants or agreement or agreements shall be deemed severable from the remaining ,enants and agreements, and shall in no way affect the validity of the other provisions of this Ordinance of said exhibits. It shall not be necessary for said exhibits to be published in the official City vspaper, but all such exhibits shall be on file in the office of the City Clerk and shall be available for aection by any interested party. Section 20. Effective Date. This Ordinance shall take effect and be in full force from and after publication in the official City newspaper. PASSED by the governing body of the City of Salina, Kansas, this22ndjay oflVovember , 1993. City Clerk -10- Mayor EXHIBIT A REGISTERED UNITED STATES OF AMERICA STATE OF KANSAS COUNTY OF SALINE CITY OF SALINA GENERAL OBLIGATION INTERNAL IMPROVEMENT BOND SERIES S-242 Maturity Bond Date Date CUSIP % Per Annum December 1, 1993 HOLDER: CIPAL AMOUNT: DOLLARS The City of Salina, in the County of Saline, State of Kansas (herein called the "City"), for value :eived, hereby promises to pay to the Registered Holder identified above, or registered assigns, on the iturity Date identified above, the Principal Amount identified above and to pay interest thereon at the erest Rate specified above from the most recent Interest Payment Date to which interest has been paid full or, if no interes.° has been paid, from December 1, 1993, semiannually on April 1 and October n each year, beginnin-1, 1994. �— INTEREST on this Bond will be paid by check or draft mailed to the person in whose name this B nd (or one or more predecessor Bonds) is registered in the Bond Register maintained by the Bond R gistrar at the close of business on the fifteenth day of the month next preceding each interest payment dite (the Regular Record Date). Interest not punctually paid will be paid as otherwise provided in the o inance authorizing this Bond (the "Ordinance"). The Principal Amount of this Bond shall be payable by check or draft to the Registered Holder upon presentation and surrender hereof at the principal office o the State Treasurer of Kansas, in the City of Topeka, Kansas. The full faith, credit and resources of ti City are hereby irrevocably pledged for the prompt payment of the principal of and interest on this nd as the same become due. The principal of and interest (computed on the basis of a 360 -day year o twelve 30 -day months) on this Bond are payable in such coin or currency of the United States of erica as at the time of payment is legal tender for payment of public and private debts. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON REVERSE HEREOF. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME 'CT AS IF SET FORTH HERE. A -I ity or benefit under the Ordinance until the Certificate of Authentication hereon shall have been and executed by the Bond Registrar. IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions and things required to done and to exist precedent to and in the issuance of this Bond have been done and performed and do st in due and regular form and manner as required by the constitution and laws of the State of Kansas, 1 that the total indebtedness of the City, including this Bond and the series of which it is one, does not :eed any constitutional or statutory limitation. IN WITNESS WHEREOF, the governing body of the City of Salina, Kansas, has caused this nd to be signed by facsimile signature of its Mayor and attested by facsimile signature of its City erk, the City's corporate seal to be printed hereon and this Bond to be dated December 1, 1993. CITY OF SALINA, KANSAS By (facsimile) Mayor City Clerk Registration No. 0322-085-120193-554 CERTIFICATE OF AUTHENTICATION TION DATE: This Bona i� r,. Bonds described in the within mentioned Ordinance. nd Registrar and Paying Agent: ATE TREASURER OF KANSAS OFFICE OF THE STATE TREASURER OF KANSAS Bond Registrar UZ [ON REVERSE SIDE] THIS BOND is one of an authorized series of fully registered bonds of the City designated General Obligation Internal Improvement Bonds, Series S-242", aggregating the principal amount of 1,800,000 (the "Bonds"), issued by the City for the purpose of providing funds to pay the cost of the nstruction of certain improvements to the City's solid waste facility, municipal golf course and streets the City, under the authority of and in full compliance with the constitution and laws of the State of A-2 K. -Cox Priming — Selina. Kansas ;as, including K.S.A. 10-101 et seg., 12-2101 et seg., 12-685 et sea. and 13-1024a as modified by -ter Ordinance No. 13 of the City adopted on September 19, 1977, as amended and supplemented all laws amendatory thereof and supplemental thereto, and pursuant to ordinances duly passed and eedings 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 valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible )perty, real and personal, within the territorial limits of the City. THE BONDS maturing on October 1, 2001, and thereafter are subject to redemption and payment pi ior to maturity, at the option of the City, as a whole or in part in such principal amounts for such maturities as shall be determined by the City on October 1, 2000, or on any interest payment date thereafter, at the redemption price of 100% of the principal amount of Bonds redeemed and paid plus I rued interest to the redemption date, without a premium. In the case of partial redemption of Bonds the same maturity, the Bonds to be redeemed shall be selected by the Bond Registrar in such manner it shall deem fair and appropriate. IN THE EVENT any of the Bonds are called for redemption as aforesaid, written notice thereof be given by first class mail mailed not less than 30 days prior to the redemption date to each istered Holder of Bonds to be redeemed. All Bonds so called for redemption will cease to bear rest on the specified redemption date provided funds or certain securities in which such funds are :sted for their redemption are on deposit with the Paying Agent on such redemption date, and will no ;er be secured by the Ordinance and will not be deemed to be outstanding under the provisions of the inance. THIS BOND is transferable only in the Bond Register at the office of the Bond Registrar upon rrender of this Bond to the Bond Registrar duly endorsed for transfer or accompanied by a written ;trument of transfer satisfactory to the Bond Registrar duly executed by the Registered Holder hereof his attorney or legal representative, and thereupon a new Bond or Bonds in the same aggregate incipal amount shall be issued to the transferee in exchange therefor, subject to the conditions as )vided in the Ordinance. The Bonds for each maturity are issuable only in the form of fully registered ends without coupons in the denomination of $5,000 or any integral multiple thereof. The Registered )lder of any Bond or Bonds may surrender the same in exchange for an equal aggregate principal count of Bonds of any authorized denomination in the manner and subject to the conditions as provided the Ordinance. No service charge shall be made for any such transfer or exchange, but, prior to any nsfer or exchange, the Registered Holder hereof shall pay to the City or the Bond Registrar an amount fficient to reimburse it or them for any tax or other governmental charge required to be paid with >pect to such transfer or exchange. Thi City, the Bond Registrar and the Paying Agent may deem and :at the person in whose name this Bond is registered as the absolute owner hereof for the purpose of ,eiving payment of, or on account of, the principal hereof and interest due hereon and for all other rposes. If the date for making any payment of interest or principal occurs on a Saturday or Sunday a holiday in the City of Topeka, Kansas, then such payment may be made on the next succeeding siness day with the same force and effect. A-3 (FORM OF ASSIGNMENT) FOR VALUE RECEIVED the undersigned does (do) hereby sell, assign and transfer to (Name and Address) (Social Security or Taxpayer Identifying No.) s Bond to which this assignment is affixed in the outstanding principal amount of $ , standing the name of the undersigned on the books of the State Treasurer. The undersigned does (do) hereby iocably constitute and appoint orney to transfer the said Bond, on the books of said State Treasurer, with full power of substitution the premises. Name Account No. Signature (Sign Here Exactly as Name or Names Appear on the Face of the Certificate) (Signature Guarantee) A-4 K,hmC . Printing — Salina, Kansas TE OF KANSAS ) ) SS. 1NTY OF SALINE ) I, Jacqueline Shiever, City Clerk of the City of Salina, Kansas, do hereby certify that this Bond h4 been duly registered in my office according to law. WITNESS my hand and official seal this December 1, 1993. City Clerk (FORM OF STATE TREASURER'S CERTIFICATE) OFFICE OF THE STATE TREASURER OF KANSAS I, SALLY THOMPSON, Treasurer of the State of Kansas, do hereby certify that a transcript of proceedings leading up to the issuance of this Bond has been filed in my office and that this Bond was istered in my office according to law this WITNESS my hand and official seal. A-5 (facsimile) State Treasurer of Kansas