92-9504 Issue BondsKuhn-Gon Pt "lq — Salina, Kansas
ORDINANCE NO. 92-9504
OF THE
CITY OF SALINA, KANSAS
$2,900,000
GENERAL OBLIGATION INTERNAL IMPROVEMENT
AND REFUNDING BONDS
$1,240,000 SERIES P-240 $1,660,000 SERIES R-240
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Kuhn -Cox Printing — Salina. Kansas
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Section 9.
Section 10.
Section 11.
Section 12.
Section 13.
Section 14.
Section 15.
Section 16.
Section 17.
Section 18.
Section 19.
Section 20.
Section 21.
Section 22.
Exhibit A
Exhibit B
INDEX
PAGE
Definitions -------------------------------
2
Authorization of and Security for the Bonds
4
Description of the Bonds, Designation of
Paying Agent and Bond Registrar ---------
4
Redemption of Bonds Prior to Maturity -----
5
Method and Place of Payment of Principal of
and Interest on the Bonds ---------------
7
Execution, Authentication and Delivery of
theBonds -------------------------------
8
Registration, Transfer and Exchange of Bonds
9
Persons Deemed Owners of Bonds ------------
10
Mutilated, Lost, Stolen or Destroyed Bonds
10
Cancellation and Destruction of Bonds
Upon Payment ---------- ------------------
11
Form of Bonds -----------------------------
11
Disposition of Bond Proceeds --------------
11
Levy and Collection of Annual Taxes and
Assessments -----------------------------
11
Transfer of Funds to Paying Agent and the
Bond Registrar --------------------------
12
Authorization of Agreement Between the
City and the Bond Registrar -------------
12
Tax Covenants -----------------------------
12
Defeasance --------------------------------
13
Approval of Preliminary Official Statement
and Official Statement ------------------
13
Redemption of Refunded Bonds --------------
14
Redemption of Temporary Notes--------------
14
Severability ------------------------------
14
Effective Date ----------------------------
14
Kinn -Cox Prinlinq — Sabina. Kansas
PO she iN I%e S'a�i/VLt j-'ru¢l /I/07
ORDINANCE NO. 92- 9.0y
AN ORDINANCE AUTHORIZING AND DIRECTING THE ISSUANCE, SALE AND
DELIVERY OF $2,900,000 PRINCIPAL AMOUNT OF GENERAL OBLIGATION
INTERNAL IMPROVEMENT AND REFUNDING BONDS OF THE CITY OF SALINA,
KANSAS, SERIES P-240 BEING FOR THE PURPOSE OF PROVIDING FUNDS
TO PAY THE COST OF THE CONSTRUCTION OF CERTAIN STREET
IMPROVEMENTS IN THE CITY AND SERIES R-240 BEING FOR THE PURPOSE
OF PROVIDING FUNDS TO REFUND A PORTION OF THE CITY'S
OUTSTANDING GENERAL OBLIGATION BONDS; PRESCRIBING THE FORM AND
DETAILS OF SAID BONDS; PROVIDING FOR THE LEVY AND COLLECTION OF
THE NECESSARY TAXES FOR THE PURPOSE OF PAYING THE PRINCIPAL OF
AND INTEREST ON SAID BONDS AS THEY BECOME DUE; AUTHORIZING AN
AGREEMENT BETWEEN THE CITY AND THE BOND REGISTRAR; APPROVING
THE PRELIMINARY AND FINAL OFFICIAL STATEMENTS AND REDEEMING
OUTSTANDING TEMPORARY NOTES.
WHEREAS, pursuant to K.S.A. 12-685 et seq., as amended, and
other provisions of the laws of the State of Kansas applicable
thereto, by proceedings duly had, the governing body of the
City of Salina, Kansas (the "City"), has proceeded with
construction of certain street improvements in the City; and
WHEREAS, the City has previously issued its temporary notes
to finance the costs of said improvements on an interim basis;
and
WHEREAS, all legal requirements pertaining to said
improvements have been complied with, and the governing body of
the City now finds and determines that the total cost of the
aforesaid improvements and related expenses (including interest
on the aforesaid temporary notes and issuance costs of the
bonds herein authorized) is $1,240,000; and
WHEREAS, the governing body of the City is authorized by
law to issue general obligation bonds of the City to pay the
costs of said improvements; and
WHEREAS, the City of Salina, Kanss (the "City") has
previously issued $8,115,000 principal amount of its General
Obligation Refunding Bonds, Series 1985, now outstanding in the
aggregate principal amount of $1,835,000 (the "Refunded Bonds")
for the purpose of refunding certain outstanding general
obligation bonds of the City; and
WHEREAS, the City is authorized by K.S.A. 10-427 et seq. to
issue general obligation refunding bonds of the City for the
purpose of refunding the Refunded Bonds; and
WHEREAS, in order to achieve interest cost savings, to and
to provide a more economical and efficient program for the
retirement of the indebtedness represented by the. Refunded
Bonds, it has become desirable and in the best interest of the
City and its inhabitants to refund the Refunded Bonds; and
Kuhn CO% Printing — Salina. Kansas
WHEREAS, the governing body of the City now deems and finds
it necessary to authorize the issuance of the aforesaid bonds
for delivery to the purchaser thereof;
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 meanings 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 the State Treasurer of Kansas when
acting in the capacity as registrar and transfer agent for the
registration, transfer and exchange of Bonds, and any
successors thereto.
"Bonds" means collectively the Series P-240 and Series
R-240 general obligation Bonds, of the City in the aggregate
principal amount of $2,900,000 herein authorized.
"City" means Salina, Kansas.
"Escrow Account" means the Salina, Kansas, Escrow Account
for Refunded Bonds, created in the Escrow Trust Agreement.
"Escrow Trust Agreement" means the Escrow Trust Agreement,
dated as of April 15, 1992, between the City and the Escrow
Trustee.
"Escrow Trustee" means First National Bank and Trust,
Salina, Kansas, and its successors and assigns.
"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 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
authorizing the Bonds, as originally executed or as it may be
supplemented or amended from time to time.
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Kinn -Cox Priming — Salina. Kansas
"Outstanding" when used with respect to Bonds means, as of
the date of determination, all Bonds theretofore 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 for the payment of the
principal of, premium, if any, and interest on the Bonds and
any successors thereto.
"Person" means any individual, corporation, partnership,
joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or
political subdivision thereof.
"Project" means the construction of certain street
improvements in the City.
"Redemption Date" when used with respect to any Bond to be
redeemed means the date fixed for redemption pursuant to this
Ordinance.
"Refunded Bonds" means the General Obligation Refunding
Bonds, Series 1985, maturing in the years 1992 to 1996, in the
aggregate principal amount of $1,835,000.
"Refunded Bond Ordinance" means Ordinance No. 85-9101 of
the City adopted on October 21, 1985, which authorized the
Refunded Bonds.
"Registration Date" means the effective date of
registration of a Bond as evidenced by the Bond Registrar 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 (whether or not a
business day) of the calendar month next preceding such
Interest Payment Date.
"Series P-240" means the $1,240,000 original principal
amount of the General Obligation Internal Improvement Bonds,
Series P-240, authorized according to the terms provided in
this Ordinance.
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K— C,a P—t — Salina, Kansas
"Series R-240" means the $1,660,000 original principal
amount of the General Obligation Refunding Bonds, Series R-240,
authorized according to the terms provided in this Ordinance.
"Special Record Date" for the payment of any Defaulted
Interest, as defined in Section 5, means a date fixed by the
Bond Registrar pursuant to Section 5.
"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.
There is hereby authorized an issue of general obligation bonds
of the City in the aggregate principal amount of $2,900,000, to
be issued in two series. For the purpose of providing funds
for the Project, there shall be issued and are hereby
authorized and directed to be issued the General Obligation
Internal Improvement Bonds, Series P-240, of the City in the
principal amount of $1,240,000. For the purpose of refunding
the Refunded Bonds, there shall be issued and are hereby
authorized and directed to be issued the General Obligation
Refunding Bonds, Series R-240, of the City in the principal
amount of $1,660,000.
The Bonds shall be general obligations of the City, payable
as to both principal and interest from ad valorem taxes which
may be levied without limitation as to rate or amount upon all
the taxable tangible property within the territorial 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
registered Bonds, without coupons, transferable to subsequent
owners only in the Bond Register maintained by the Bond
Registrar as hereinafter provided. Each Bond shall be in the
denomination of $5,000 or any integral multiple thereof, not
exceeding the principal amount of Bonds maturing in the year in
which such Bond becomes due, as specified by the Holder of such
Bond. The Bonds shall be numbered in a manner determined by
the Bond Registrar. The Bonds shall be dated as of May 1,
1992. The Series P-240 Bonds shall mature and shall bear
interest at the rates per annum as follows:
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Kuhn -Cox Priming — Salina, Kansas
SERIES P-240
The Series R-240 Bonds shall mature without option of prior
payment and shall bear interest at the rates per annum as
follows:
SERIES R-240
PRINCIPAL
PRINCIPAL
INTEREST
MATURITY
RATE
AMOUNT
RATE
October
1,
1993
$120,000
3.75%
October
1,
1994
120,000
4.20%
October
1,
1995
125,000
4.65%
October
1,
1996
125,000
4.90%
October
1,
1997
125,000
5.10%
October
1,
1998
125,000
5.30%
October
1,
1998
125,000
5.50%
October
1,
2000
125,000
5.70%
October
1,
2001
125,000
5.80%
October
1,
2002
125,000
5.90%
The Series R-240 Bonds shall mature without option of prior
payment and shall bear interest at the rates per annum as
follows:
SERIES R-240
The Bonds shall bear interest from the most recent Interest
Payment Date to which interest has been paid in full or, if no
interest has been paid, from May 1, 1992. Interest on the
Bonds at the rates aforesaid shall be payable semiannually on
April 1 and October 1 in each year, beginning April 1, 1993.
The State Treasurer of Kansas, Topeka, Kansas, is hereby
designated as the Paying Agent and as the Bond Registrar for
the Bonds.
Section 4. Redemption of Bonds Prior to Maturity. The
Series R-240 Bonds are not subject to redemption and payment
prior to their Stated Maturity. The Series P-240 Bonds
maturing on October 1, 2000, and thereafter shall be subject to
redemption and payment prior to their Stated Maturity at the
option of the City as a whole or in part on October 1, 1999, or
on any Interest Payment Date thereafter in inverse order of
Stated Maturity, at the redemption price of 100% of the
principal amount of Bonds redeemed and paid plus accrued
interest to the Redemption Date, without a premium.
Q•1E
PRINCIPAL
INTEREST
MATURITY
AMOUNT
RATE
April 1,
1993
$260,000
3.50%
October
1, 1993
300,000
3.75%
April 1,
1994
250,000
4.00%
October
1, 1994
250,000
4.20%
April 1,
1995
215,000
4.50%
October
1, 1995
225,000
4.65%
April 1,
1996
160,000
4.90%
The Bonds shall bear interest from the most recent Interest
Payment Date to which interest has been paid in full or, if no
interest has been paid, from May 1, 1992. Interest on the
Bonds at the rates aforesaid shall be payable semiannually on
April 1 and October 1 in each year, beginning April 1, 1993.
The State Treasurer of Kansas, Topeka, Kansas, is hereby
designated as the Paying Agent and as the Bond Registrar for
the Bonds.
Section 4. Redemption of Bonds Prior to Maturity. The
Series R-240 Bonds are not subject to redemption and payment
prior to their Stated Maturity. The Series P-240 Bonds
maturing on October 1, 2000, and thereafter shall be subject to
redemption and payment prior to their Stated Maturity at the
option of the City as a whole or in part on October 1, 1999, or
on any Interest Payment Date thereafter in inverse order of
Stated Maturity, at the redemption price of 100% of the
principal amount of Bonds redeemed and paid plus accrued
interest to the Redemption Date, without a premium.
Q•1E
Kuhn C11 Priming — Sallhe. Kansas
The Bond Registrar shall call Series P-240 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.
Series P-240 Bonds shall be redeemed in inverse order of
Stated Maturity in the principal amount of $5,000 or any
integral multiple thereof. In the case of a partial redemption
of Series P-240 Bonds of the same Stated Maturity, the Series
P-240 Bonds to be redeemed shall be selected by the Bond
Registrar from the Outstanding Series P-240 Bonds of that
Stated 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 Outstanding
Series P-240 Bonds of that maturity of a denomination larger
than $5,000. The portions of the principal of Outstanding
Series P-240 Bonds so selected for partial redemption shall be
equal to $5,000 or integral multiples thereof. Any Series
P-240 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 Series P-240 Bond, without service charge, a new Series
P-240 Bond or Bonds, of any authorized denomination as
requested by such Holder in an aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal
of the Series P-240 Bond so surrendered. If the Holder of any
such Series P-240 Bond of a denomination greater than $5,000
shall fail to present such Series P-240 Bond to the Paying
Agent for payment and exchange as aforesaid, such Series P-240
Bond shall, nevertheless, become due and payable on the
Redemption Date to the extent of the principal amount of such
Series P-240 Bond called for redemption (and to that extent
only).
If and when the City shall call any of the Series P-240
Bonds for redemption 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 Series P-240 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
Series P-240 Bonds to be redeemed, at his address appearing in
the Bond Registrar. All notices of redemption shall state:
(i) The Redemption Date;
(ii) The redemption price;
(iii) If less than all Outstanding Series P-240 Bonds
are to be redeemed, the identification (and, in the case of
partial redemption, the respective principal amounts) of
the Series P-240 Bonds to be redeemed;
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Kahn -Cox Printing — Salina, Kansas
(iv) That on the Redemption Date, the redemption price
will become due and payable upon each such Series P-240
Bond, and that interest thereon shall cease to accrue from
and after said date; and
(v) The place where such Series P-240 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 Series P-240 Bond to be
redeemed to receive written notice mailed pursuant hereto shall
not affect or invalidate the redemption of said Series P-240
Bond. If any Bond is called for redemption and payment as
aforesaid, all interest on such Series P-240 Bond shall cease
from and after such redemption date, provided funds are
deposited with the Paying Agent for its payment on the
Redemption Date at the redemption price.
The Bond Registrar is also directed to comply with any
mandatory or voluntary standards then in effect for processing
redemptions of municipal securities established by the
Securities and Exchange Commission. Failure to comply with
such standards shall not affect or invalidate the redemption of
any Series P-240 Bond to be redeemed.
Section 5. Method and Place of Payment of Principal of and
Interest on the Bonds. The principal of, premium, if any, 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 Regular Record Date next preceding
said Interest 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,
each Bond shall be payable to the Holder thereof upon the
presentation of such Bond for payment and cancellation at its
Maturity at the principal office of the Paying Agent.
Notwithstanding any of the foregoing provisions of this
Section to the contrary, any interest on the Bonds which is
payable, but is not punctually paid on any Interest Payment
Date (herein called "Defaulted Interest"), shall be payable to
the persons in whose names the Bonds are registered at the
close of business on a Special Record Date. The Special Record
Date shall be fixed in the following manner: (1) The City
shall notify the Bond Registrar in writing of the amount of
Defaulted Interest proposed .to be paid on the Bonds and the
date of the proposed payment, which proposed payment date shall
be at least 30 days after receipt by the Bond Registrar of such
notice from the City; (2) at the same time the City shall
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Kinn -Cox Printing — Sabina. Kansas
deposit with the Paying Agent an amount of money equal to the
aggregate amount 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; and (3) thereupon, the Bond Registrar shall fix a
special Record Date for the payment of such Defaulted Interest
which shall not be more than 15 nor less than 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 and at the expense of the
City, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be
mailed, first class postage prepaid, to the Holder of each Bond
at the Holder's address as it appears in the Bond Register, not
less than 10 days prior to such Special Record Date. Notice
of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been mailed as aforesaid,
such Defaulted Interest shall be paid to the Persons in whose
names 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 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 6. 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 signature of its City Clerk, and shall have the seal
of the City affixed 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 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 officers 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
Authentication 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
unless and until such Certificate of Authentication shall have
been duly executed by the Bond Registrar by manual signature.
Such executed Certificate of Authentication upon any Bond shall
be conclusive evidence that such Bond has been duly
cm
Kinn -Cox P,-,, —Sabina. Kanses
authenticated and delivered under this Ordinance and that such
registered owner has been entered on record in the Bond
Register kept by the Bond Registrar. The Certificate of
Authentication shall be deemed to have been duly executed if
the Registration Date has been inserted and if it has been
signed 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 the 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 the City
Clerk are hereby authorized and directed 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 the original
purchaser thereof, upon the payment of the aggregate principal
amount of the Bonds plus accrued interest to the date of
payment and delivery, together with any premium.
Section 7. 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
surrender 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 authenticate and deliver in
exchange for such Bond a new Bond or Bonds, registered in the
name of the transferee, of any denomination or denominations
authorized by this Ordinance in an aggregate principal amount
equal to the 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 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, may, at the option of the Holder thereof,
be exchanged for an equal aggregate principal amount of Bonds
of the same Maturity, of any denomination or denominations
authorized by this Ordinance, and bearing interest at the same
rate.
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Kinn-Gox Pooling — Salina_ Kansas
In all cases in which Bonds shall be exchanged or
transferred hereunder, the City shall execute and the Bond
Registrar shall authenticate and deliver at the earliest
practicable time Bonds in accordance with the provisions of
this Ordinance. All Bonds surrendered in any such exchange or
transfer shall forthwith be cancelled 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.
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 the date
of mailing of a notice of redemption for Bonds selected for
redemption under Section 4 and ending at the close of business
on the day of such mailing; (ii) to transfer or exchange any
Bond so selected for redemption in whole or in part; 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 the 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 registered 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 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. Payment 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 effectual
to satisfy and discharge the liability upon such 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 mutilated, or be lost, stolen
or destroyed, the City shall, if necessary, execute and the
Bond Registrar shall authenticate and shall deliver a new Bond
of like date and tenor as the Bond mutilated, lost, stolen or
destroyed; provided 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, if the requirements of K.S.A. 84-8-405 are met and if an
indemnity bond and affidavit of loss are provided to the Bond
Registrar and the City at the expense of the Holder. Such
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Kuhn-Cnx — Saiz a. Ken
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
surrender thereof. Upon the issuance of any substitute Bond,
the City and the Bond Registrar may require the payment of an
amount sufficient 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 10. 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 cancelled, 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 11. Form of Bonds. The Bonds and the Bond
Registrar's Certificate of Authentication to be endorsed
thereon shall be in substantially the form attached hereto as
Exhibit "A". The 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.
Section 12. Disposition of Bond Proceeds and Other Funds.
All accrued interest and premium, if any, received from the
sale of the Bonds shall be deposited in the general obligation
bond fund held by the City Treasurer for the retirement of the
Bonds.
The remaining balance of the proceeds derived from the sale
of the Series P-240 Bonds shall be deposited in a fund held by
the City Treasurer and shall be used solely for the purpose of
paying the costs of the Project, including the retirement of
any temporary notes issued with respect to the Project.
The remaining balance of the proceeds derived from the sale
of the Series R-240 Bonds shall be deposited in the Escrow
Account held by the Escrow Trustee. The City shall,
simultaneously with the issuance of the Bonds, transfer from
funds of the Issuer on hand and available for such purpose to
the Escrow Account the sum set forth in the Escrow Trust
Agreement to be applied as set forth in the Escrow Trust
Agreement.
Section 13. Levy and Collection of Annual Taxes and
Assessments. The governing body of the City shall annually
-11-
Kuhn -C- Printing — 5,1—. Kansas
make provision for the payment of the principal of and interest
on the Bonds as the same become due by levying and collecting
the necessary taxes and assessments therefor in the manner
provided by law.
Section 14. Transfer of Funds to Paying Agent and the Bond
Registrar. The City Treasurer is hereby 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 charges of the Paying Agent for
acting as paying agent in the payment of principal and
interest. In addition, the City Treasureris hereby authorized
and directed to withdraw from the debt service fund and forward
to the Bond Registrar sums sufficient to pay the charges of the
Bond Registrar for acting as bond registrar. Sums sufficient
to pay said charges shall be forwarded to the Paying Agent and
Bond Registrar over 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, Escrow Trust Agreement and Bond
Purchase Agreement. The Agreement between the City and the
State Treasurer of Kansas, in substantially the form attached
hereto, with respect to the duties of the State Treasurer as
Bond Registrar is in all respects hereby approved, authorized
and confirmed and the Mayor and City Clerk are hereby
authorized and directed to execute said Agreement for and on
behalf of the City.
The Escrow Trust Agreement between the City and the Escrow
Trustee, in substantially the form attached hereto, with
respect to the payment of the Refunded Bonds, is in all
respects hereby approved, authorized and confirmed and the
Mayor and City Clerk are hereby authorized and directed to
execute said Escrow Trust Agreement Agreement for and on behalf
of the City.
The Mayor and the City Clerk are hereby authorized to enter
into the Bond Purchase Agreement between the City and George K.
Baum & Company (the "Original Purchaser") in substantially the
form submitted to the governing body concurrently with the
passage of this Ordinance, under which the City agrees to sell
the Bonds to the Original Purchaser at a purchase price equal
to the principal amount plus accrued interest thereon, upon the
terms and conditions set forth therein, with such changes
therein as shall be approved by the Mayor and the City Clerk,
which officers are hereby authorized to execute such document
for and on behalf of the City, such officers' signatures
thereon being conclusive evidence of their approval thereof.
-12-
KuhlGox Prinlrng — Sabina. Kanses
Section 16. Tax Covenants.
(a) The City covenants and agrees that (1) it will comply
with all applicable provisions of the Internal Revenue Code of
1986, as amended (the "Code"), including Sections 103 and 141
through 150, necessary to maintain the exclusion from gross
income for federal income tax purposes of the interest on the
Bonds and (2) it will not take any action, or fail to take any
action, if any such action or failure to take action would
adversely affect the exclusion from gross income of the
interest on the Bonds. The 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 rulings and
judicial decisions, in order to ensure that the interest on the
Bonds will remain excluded from federal gross income, to the
extent any such actions can be taken by the Issuer.
(b) The City covenants and agrees that (1) it will comply
with all requirements of Section 148 of the Code to the extent
applicable to the Bonds, (2) it will use the proceeds of the
Bonds as soon as practicable and with all reasonable dispatch
for the purposes for which the Bonds are issued and (3) it will
not invest or directly or indirectly use or permit the use of
any proceeds of the Bonds or any other funds of the City in any
manner, or take or omit to take any action, that would cause
the Bonds to be "arbitrage bonds" within the meaning of Section
148(a) of the Code.
(c) The City covenants and agrees that it will expend all
of the proceeds of the Bonds within six months of the date of
issuance of the Bonds in accordance with the provisions of
Section 148(f)(4)(B)(i) of the Code.
(d) The foregoing covenants shall remain in full force and
effect notwithstanding the defeasance of the Bonds pursuant to
Section 17 of this Ordinance until the final maturity date of
all Bonds Outstanding.
Section 17. Defeasance. When all of the Bonds shall have
been paid and discharged, then the requirements contained in
this Ordinance and all other rights granted hereby shall
terminate. Bonds shall be deemed to have been paid and
discharged within the meaning of this Ordinance if there shall
have been deposited with the Paying Agent or with a bank
located in the State of Kansas and having full trust powers, at
or prior to the Stated Maturity of said Bonds, in trust for and
irrevocably appropriated thereto, moneys and/or direct
obligations of, or obligations the principal of and interest on
which are guaranteed by, the United States of America, or in
evidences of ownership of such obligations, which, together
with the interest to be earned on any such obligations, will be
sufficient for the payment of the principal of said Bonds and
interest accrued to the Stated Maturity, or if default in such
-13-
Kuhn-Gox Prn nq — Sal ne Kensas
payment shall have occurred on such date, then to the date of
the tender of such payments. Any moneys and obligations which
at any time shall be deposited with said Paying Agent or bank
or on behalf of the City, for the purpose of paying and
discharging any of the Bonds, shall be and are hereby assigned,
transferred and set over to such Paying Agent or bank in trust
for the respective Holders of the Bonds, and such moneys shall
be and are hereby irrevocably appropriated to the payment and
discharge thereof. All moneys deposited with said Paying Agent
or bank shall be deemed to be deposited in accordance with and
subject to all of the provisions contained in this Ordinance.
Section 18. Approval of Preliminary Official Statement and
Official Statement. The Preliminary Official Statement dated
April 13, 1992, a copy of which has been submitted to and
reviewed by the Governing Body of the City, was final within
the meaning of Rule 15c2-12 under the Securities Exchange Act
of 1934 except for the omission of information relating to
offering prices, interest rates, delivery dates, any other
terms or provisions required to be specified in the bid for the
Bonds, other terms of the Bonds depending on such matters and
the identity of the successful bidder for the Bonds, and the
information therein was accurate and complete. Said
Preliminary Official Statement and the final Official
Statement, in substantially the form of the Preliminary
Official Statement, and the public distribution of the same by
the underwriters of the Bonds is hereby approved. The Mayor of
the City is hereby authorized and directed to execute and
deliver said final Official Statement on behalf of the City
with such changes therein or amendments or supplements thereto
as shall be approved by the Mayor, the Mayor's execution
thereof to be conclusive evidence of said representative's
approval thereof.
Section 19. Redemption of Refunded Bonds. The Refunded
Bonds shall be called for redemption and redeemed and paid on
October 1, 1992.
Section 20. Redemption of Temporary Notes. The redemption
on May 21, 1992, of the following temporary notes issued to
finance the Project pending the issuance of the Bonds is hereby
ratified and confirmed:
Maturity
Series Name Amount Dated Date Date
PT -106 $202,000 12/01/91
PT -107 $255,000 12/01/91
-14-
12/31/93
12/31/93
Holder
BANK IV
Wichita, N.A.
Wichita, Kansas
BANK IV
Wichita, N.A.
Wichita, Kansas
Kuhn-Coz Peinung — Salina Kangas
The giving of the notice of redemption of such notes, in
accordance with the resolutions issuing such notes, by the City
Clerk is hereby ratified and confirmed such redemption date
being in substantially the form attached hereto as Exhibit "B".
Section 21. Severability. If any one or more of the
covenants or agreements provided in this Ordinance (including
the exhibits hereto) on the part of the City should be contrary
to law, then such covenant or covenants or agreement or
agreements shall be deemed severable from the remaining
covenants and agreements, and shall in no way affect the
validity of the other provisions of this Ordinance or of said
exhibits. It shall not be necessary for said exhibits to be
published in the official City newspaper, but all such exhibits
shall be on file in the office of the City Clerk and shall be
available for inspection by any interested party.
Section 22. Effective Date. This Ordinance shall take
effect and be in full force from and after its publication in
the official City newspaper.
PASSED by the governing body of the City of Salina, Kansas,
this day of April, 1992.
(SEAL). 441r�
ATTEST: " ayor
Sl' kA) tk-,
City Clerk
-15-
Kuhn -Cox Prinhng — 8111 , Kansas
REGISTERED
NUMBER
EXHIBIT A
UNITED STATES OF AMERICA
STATE OF KANSAS
COUNTY OF SALINE
CITY OF SALINA
REGISTERED
GENERAL OBLIGATION [INTERNAL IMPROVEMENT] [REFUNDING] BOND
SERIES [P-240] [R-240]
Interest Maturity Bond
Rate Date Date CUSIP
% Per Annum May 1, 1992
REGISTERED HOLDER:
PRINCIPAL AMOUNT: DOLLARS
The City of Salina, in the County of Saline, State of 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 identified above, 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
interest has been paid, from May 1, 1992, semiannually on April 1
and October 1 in each year, beginning April 1, 1993.
INTEREST on this Bond will be paid by check or draft mailed
to the person in whose name this Bond (or one or more predecessor
Bonds) is registered in the Bond Register maintained by the Bond
Registrar at the close of business on the fifteenth day of the
month nest preceding each interest payment date (the Regular
Record Date). Interest not punctually paid will be paid as
otherwise provided in the ordinance 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 of the State Treasurer
of Kansas, in the City of Topeka, 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. 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 payment of
public and private debts.
Kuhn -Cox Printing — Salina, Kansas
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET
FORTH ON THE REVERSE HEREOF. SUCH PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
THIS BOND shall not be valid or become obligatory for any
purpose or be entitled to any security or benefit under 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 this Bond 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 this Bond and the
series of which it is one, does not exceed any constitutional or
statutory limitation.
IN WITNESS WHEREOF, the governing body of the City of
Salina, Kansas, has caused this Bond to be signed by facsimile
signature of its Mayor and attested by facsimile signature of its
City Clerk, the City's corporate seal to be printed hereon and
this Bond to be dated May 1, 1992.
ATTEST:
(facsimile)
City Clerk
CITY OF SALINA, KANSAS
By (facsimile)
Mayor
Registration No. P-240: 0322-085-050192-087
R-240: 0322-085-050192-088
CERTIFICATE OF AUTHENTICATION
REGISTRATION DATE:
This Bond is one of the Bonds described in the within
mentioned Ordinance.
OFFICE OF THE STATE TREASURER OF KANSAS
Bond Registrar
By
Bond Registrar and Paying Agent:
STATE TREASURER OF KANSAS
Kuhn Cox Priming — Salina_ Ka—,
[ON REVERSE SIDE]
THIS BOND is one of an authorized series of fully registered
bonds of the City designated "General Obligation [Internal
Improvement] [Refunding] Bonds, Series [P-240] [R-240]",
aggregating the principal amount of [$1,240,000] [$1,660,000]
(the "Bonds"), issued by the City for the purpose of providing
funds to [pay the cost of the construction of certain street
improvements in the City] [refund certain outstanding general
obligation bonds of the City], under the authority of and in full
compliance with the constitution and laws of the State of Kansas,
including K.S.A. 10-101 et seq. [and 12-685 et seg.,] [K.S.A.
10-427 et seq. and K.S.A. 10-620 et seg.,] as amended and
supplemented and all laws amendatory thereof and supplemental
thereto, and pursuant to ordinances duly passed and 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 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.
THE BONDS [maturing on October 1, 2000, and thereafter are
subject to redemption and payment prior to maturity, at the
option of the City, as a whole or in part on October 1, 1999, or
on any interest payment date thereafter, at the redemption price
of 100% of the principal amount of Bonds redeemed and paid plus
accrued interest to the redemption date, without a premium.
Bonds to be redeemed and paid pursuant to the provisions
described above shall be redeemed in inverse order of maturity,
Bonds of less than a full maturity to be selected by the Bond
Registrar in such manner as it shall deem fair and appropriate.]
[are not subject to redemption prior to their Stated Maturities.]
[IN THE EVENT any of the Bonds are called for redemption as
aforesaid, written notice thereof will be given by first class
mail mailed not less than 30 days prior to the redemption date to
each Registered Holder of Bonds to be redeemed. All Bonds so
called for redemption will cease to bear interest on the
specified redemption date provided funds or certain securities in
which such funds are invested for their redemption are on deposit
with the Paying Agent on such redemption date, and will no longer
be secured by the Ordinance and will not be deemed to be
outstanding under the provisions of the Ordinance.]
THIS BOND is transferable only in the Bond Register at the
office 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 executed by the Registered Holder hereof or his attorney or
legal representative, and thereupon a new Bond or Bonds in the
same aggregate principal amount shall be issued to the transferee
in exchange therefor, subject to the conditions as provided in
the Ordinance. The Bonds for each maturity are issuable only in
Kuhn -Co. P-11 g — Salina. Kensas
the form of fully registered Bonds without coupons in the
denomination of $5,000 or any integral multiple thereof. The
Registered Holder 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 as provided in the Ordinance. No service charge shall
be made for any such transfer or exchange, but, prior to any
transfer or exchange, the Registered Holder hereof shall pay to
the City or the Bond Registrar an amount sufficient to reimburse
it or them for any tax or other governmental charge required to
be paid with respect to such transfer or exchange. 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. If the date for making any payment of interest or
principal occurs on a Saturday or Sunday or a holiday in the City
of Topeka, Kansas, then such payment may be made on the next
succeeding business day with the same force and effect.
(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.)
the Bond to which
principal amount of
undersigned on the
does (do)
this assignment is affixed in the outstanding
books of the
hereby
standing in the name of the
State Treasurer. The undersigned
revocably constitute and
appoint
transfer the said Bond, on the books
with full power of substitution in the
Dated
attorney to
of said State Treasurer,
premises.
Name
Account No.
Signature
(Sign Here Exactly as Name or
Names Appear on the Face of
the Certificate)
(Signature Guarantee)
Kuhn-Cox Printing — Salina, K
STATE OF KANSAS )
SS.
COUNTY OF SALINE )
I, Jacqueline Shiever, City Clerk of the City of Salina,
Kansas, do hereby certify that this Bond has been duly registered
in my office according to law.
WITNESS my hand and official seal this May 1, 1992.
[SEAL]
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 the proceedings leading up to
the issuance of this Bond has been filed in my office and that
this Bond was registered in my office according to law
this
WITNESS my hand and official seal.
[SEAL]
(facsimile)
State Treasurer of Kansas
K—.. Cor Printing — Serine_ K-11
EXHIBIT B
BANK IV Wichita, N.A.
Attention: Investment Department
P.O. Box 4
Wichita, Kansas 67201
As the owner of the Municipal Temporary Note, Series PT -106,
and Municipal Temporary Note, Series PT -107, of the City of
Salina, Kansas (the "City"), maturing December 31, 1993, and in
the total aggregate principal amount of $457,000 (the "Notes"),
you are hereby notified that the Notes have been called for
redemption and payment in full on May 21, 1992 (the "Redemption
Date"), at a redemption price equal to the principal amount
thereof, plus accrued interest to the Redemption Date, without
premium.
On the Redemption Date, the Note will be due and payable at
the office of the Treasurer of the City. From and after the
Redemption Date, all interest on the note will cease to accrue.
Dated: April 21, 1992.
CITY OF SALINA, KANSAS
By
City Clerk
Nunn -Cox Ptinling — Sallna, Kansas
ESCROW TRUST AGREEMENT
BETWEEN
SALINA, KANSAS
AND
FIRST NATIONAL BANK AND TRUST
Salina, Kansas
as Escrow Trustee
DATED AS OF MAY 1, 1992
$1,660,000
GENERAL OBLIGATION REFUNDING BONDS
SERIES R-240
_ _ _ _ _ = _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ = = = = = _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ = = = = = _ _ _ _ _ _
ESCROW TRUST AGREEMENT
THIS ESCROW TRUST AGREEMENT, dated as of May 1, by and
between SALINA, KANSAS, a municipal corporation organized and
existing under the laws of the State of Kansas, and First
Na
tonal Bank and Trust a national banking association with its
principal
office located in Salina Kansas,sasand having n
g full
I�trust powers, as Escrow
Trustee.
WITNESSETH:
WHEREAS, the Issuer has heretofore duly authorized and
issuedh
the Refunded Bonds; and
WHEREAS, pursuant to the Ordinance, the Issuer authorized
the issuance and delivery of the Bonds for the purpose of
providing funds[, together with other funds of the Issuer] and
investment earnings thereon, to pay the principal of,
redemption premium, if any, and interest on the Refunded Bonds;
and
WHEREAS, with $1,660,000 of the proceeds of the sale of the
Bonds and the sum of $270,000 of the Issuer's funds transferred
to the Escrow Trustee in accordance with the Ordinance, the
Issuer has purchased the Escrowed Securities and has deposited
with the Escrow Trustee such Escrowed Securities and beginning
cash in the amount of $ and
WHEREAS, the Refunded Bonds mature or are subject to
redemption on the dates and in the amounts shown on Schedule II
attached hereto and made a part hereof;
NOW, THEREFORE, in consideration of the foregoing and of
the mutual covenants hereinafter set forth, the parties hereto
agree as follows:
1. Definitions. In addition to the definitions contained
in the Ordinance, the following words and terms used in this
Escrow Agreement shall have the following meanings, unless the
context or use indicates another or different meaning:
"Agreement" means this Escrow Trust Agreement.
" II
Bond Payment Date means any date on which any principal
of
or interest on
any
of the Refunded Bonds is due and
payable, as shown on Schedule II attached hereto.
Bonds" meansh
t e General Obligation Refunding Bonds
Series R-240, of the City in the aggregate rinci al amount of
principal
1
$ 660000 authorized by the Ordinance.
"Issuer" means Salina, Kansas.
"Escrowed Securities" means the direct non -callable
obligations of the United States of America listed on
Schedule I attached hereto, and any Substitute Escrowed
Securities.
"Ordinance" means Ordinance No. 92- of the City adopted
on April 20, 1992, which authorized the issuance of the Bonds.
"Paying Agent" means the paying agent for the Refunded
Bonds as designated by the Refunded Bond Ordinance, and any
successor(s) at the time acting as paying agent for the
Refunded Bonds.
"Refunded Bond Ordinance" means Ordinance No. 85-9101 of
the City adopted on October 21, 1985, which authorized the
Refunded Bonds.
"Refunded Bonds" means the General Obligation Refunding
Bonds, Series 1985, maturing in the years 1993 to 1996,
inclusive, in the aggregate principal amount of $1,835,000.
"Redemption Date" means October 1, 1992.
"SLGS" means United States Treasury Obligations - State and
Local Series.
2. Receipt of Ordinances. Receipt of an executed
counterpart of the Ordinance and the Refunded Bond Ordinance is
hereby acknowledged by the Escrow Trustee, and reference herein
to, or citation herein of, any provision of said document shall
be deemed to incorporate the same as a part hereof in the same
manner and with the same effect as if it were fully set forth
herein.
3. Creation of the Escrow Trust Account. The Ordinance
created and established with the Escrow Trustee a special and
irrevocable trust fund designated the "Salina, Kansas, Escrow
Account for Refunded Bonds" to be held in trust in the custody
of the Escrow Trustee for and on behalf of the Paying Agent of
the Refunded Bonds. The Escrow Trustee shall maintain and
administer the Escrow Account as herein provided.
An independent certified public accountant or firm of such
accountants will have verified that there will be, on any date
of calculation, sufficient cash in the Escrow Account to pay
all principal of, redemption premium, if any, and interest on
the Refunded Bonds on the respective Bond Payment Dates and the
Redemption Date.
-2-
4. Deposits to the Escrow Trust Account. Concurrently
with the execution and delivery of the Bonds and the Issuer's
receipt of the proceeds therefrom, the Issuer will forthwith
deposit, or cause to be deposited, with the Escrow Trustee,
and the Escrow Trustee will acknowledge its receipt and the
deposit into the Escrow Account of, the Escrowed Securities
and beginning cash in the amount of $ The principal
of and interest on such Escrowed Securities and cash so
deposited into the Escrow Account shall be designated and
credited as set forth on Schedule III to this Agreement.
S. Creation of Lien. The Escrow Account shall be
irrevocable. The owners of the Refunded Bonds are hereby
granted an express lien on, and security interest in, the
Escrowed Securities and the cash in the Escrow Account and all
earnings thereon until used and applied in accordance with
this Agreement. The matured principal of, and earnings on,
the Escrowed Securities and any cash in the Escrow Account are
hereby pledged and assigned, and shall be applied solely for
the payment of the principal of, redemption premium, if any,
and interest on the Refunded Bonds.
6. Application of Escrowed Securities and Cash in the
Escrow Trust Account. Except as otherwise expressly provided
in this Section, the Escrow Trustee shall have no power or
duty to invest any moneys held hereunder, or to sell, transfer
or otherwise dispose of any Escrowed Securities or cash.
(a) On or prior to each Bond Payment Date or Redemption
Date, the Escrow Trustee shall withdraw from the Escrow
Account an amount equal to the principal of, redemption
premium, if any, and interest on the Refunded Bonds becoming
due and payable on such Bond Payment Date or Redemption Date,
and shall forward such amounts, by Federal Reserve wire
transfer, if necessary, to the Paying Agent, so that such
funds will reach the office of the Paying Agent on or before
12:00 noon central time on the third business day prior to
such Bond Payment Date and the Redemption Date. It is
expressly understood by the Escrow Trustee that a portion of
the Refunded Bonds shall be called for redemption and payment
prior to maturity on the Redemption Date and that the Escrow
Trustee shall provide to the Paying Agent timely information
so that the Paying Agent may provide for the notice of
redemption in substantially the form attached hereto as
Exhibit A, in accordance with provisions of the Refunded Bond
Ordinance. In order to make the payments required by this
Section, the Escrow Trustee is hereby authorized and
instructed to redeem or otherwise dispose of Escrowed
Securities in which moneys of the Escrow Account are
invested. The liability of the Escrow Trustee to make the
payments required by this Section shall be limited to the cash
and Escrowed Securities in the Escrow Account.
-3-
TT -
ii
(b) At the written request of the Issuer and upon
compliance with the conditions hereinafter stated, the Escrow
Trustee shall, in accordance with the Issuer's instructions,
sell, transfer or otherwise dispose of, or request the
redemption of, all or any portion of the Escrowed Securities
acquired hereunder and to substitute for the Escrowed
Securities other direct obligations of, or obligations
guaranteed as to timely payment of principal and interest by,
the United States of America (the "Substitute Escrowed
Securities"), which are not subject to redemption prior to
maturity, except at the option of the holder thereof. The
Issuer hereby covenants and agrees that it will not request
the Escrow Trustee to exercise any of the powers described in
the preceding sentence in any manner which, if reasonably
expected on the date of issuance of the Bonds, would cause any
of the Bonds to be "arbitrage bonds" within the meaning of
Section 148 of the Internal Revenue Code of 1986, as amended,
and the regulations of the Treasury Department thereunder in
effect on the date of such request and applicable to
obligations issued on the issuance date of the Bonds. The
Escrow Trustee shall purchase such Substitute Escrowed
Securities with the proceeds derived from the sale, transfer,
disposition or redemption of the Escrowed Securities, together
with any other funds available for such purpose. The
foregoing transactions may be effected only if: (i) an
independent certified public accountant or firm of such
accountants shall certify that, after such transaction, the
principal amount of, and interest income on, the Substitute
Escrowed Securities will, together with any other moneys
available for the purpose, be sufficient to pay, as the same
become due at maturity, all principal of, or interest on, the
Refunded Bonds which have not been previously paid; (ii) the
amounts and dates of the anticipated transfers from the Escrow
Account to the Paying Agent of the Refunded Bonds will not be
diminished or postponed thereby; and (iii) the Escrow Trustee
shall receive an opinion of Bond Counsel to the effect that
such disposition and substitution or purchase would not cause
any of the Bonds or the Refunded Bonds to be "arbitrage bonds"
within the meaning of Section 148 of the Internal Revenue Code
of 1986, as amended, and the regulations of the Treasury
Department thereunder in effect on the date of such
disposition, substitution or purchase and applicable to
obligations issued on the issuance date of the Bonds.
(c) After the transfers described above, cash balances
remaining in the Escrow Account from redemption of SLGS may,
to the extent required or permitted by applicable regulations,
be invested by the Escrow Trustee in SLGS, maturing on or
prior to the next interest Payment Date on the Refunded Bonds,
at the rate of 0.00%.
(d) Notwithstanding any other provisions of this
Agreement, the Issuer hereby covenants 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 indirectly, in a
manner which, if such use had been reasonably anticipated on
the date of issuance of the Bonds, would have caused any of
the Bonds to be "arbitrage bonds" under Section 148 of the
Internal Revenue Code of 1986, 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.
(e) Upon the payment in full of the principal of,
redemption premium, if any, and interest on the Refunded
Bonds, any remaining cash and Escrowed Securities in the
Escrow Account, together with any interest thereon, shall be
returned to the Issuer.
7. Reserved.
8. Liabilitv of Escrow Trustee.
(a) The Escrow Trustee shall provide for the giving of
notice of redemption of the Refunded Bonds in accordance with
the provisions of the Refunded Bond Ordinance, and in
accordance with any other requirements of law or applicable
banking or securities regulations. In event of the Escrow
Trustee's failure to give notice of redemption as required,
the Escrow Trustee shall be liable for any loss, expense or
cost to the Issuer, including the payment of additional
interest on the Refunded Bonds.
(b) The Escrow Trustee shall not be liable for any loss
resulting from any investment, sale, transfer or other
disposition made pursuant to this Agreement in compliance with
the provisions hereof. The Escrow Trustee shall have no lien
whatsoever on, or right of set-off with respect to, any of the
moneys or Escrowed Securities on deposit in the Escrow Account
for the payment of fees and expenses for services rendered by
the Escrow Trustee under this Agreement or otherwise.
(c) The Escrow Trustee shall not be liable for the
accuracy of the calculations as to the sufficiency of the
Escrowed Securities and moneys to pay the Refunded Bonds. So
long as the Escrow Trustee applies the Escrowed Securities and
moneys as provided herein, the Escrow Trustee shall not be
liable for any deficiencies in the amounts necessary to pay
the Refunded Bonds caused by such calculations.
Notwithstanding the foregoing, the Escrow Trustee shall not be
relieved of liability arising from, and proximate to, its
failure to comply fully with the terms of this Agreement.
(c) In the event of the Escrow Trustee's failure to
account for any of the Escrowed Securities or moneys received
by it, said Escrowed Securities or moneys shall be and remain
-5-
the property of the Issuer in trust for the owners of the
Refunded Bonds and if, for any reason, such Escrowed
Securities or moneys are not applied as herein provided, the
assets of the Escrow Trustee shall be impressed with a trust
for the amount thereof until the required application shall be
made.
9. Fees and Costs of the Escrow Trustee. In total
consideration of services rendered and expenses incurred
therewith the Escrow Trustee acknowledges receipt of the sum
of $ concurrently with the execution of this Agreement.
10. Resignation or Removal of Escrow Trustee; Successor
Escrow Trustee. The Escrow Trustee at the time acting
hereunder may, at any time, resign and be discharged from its
duties and responsibilities hereby created by giving written
notice to the Issuer not less than sixty (60) days prior to
the date when the resignation is to take effect. Such
resignation shall take effect immediately upon the occurrence
of the following events: (a) the acceptance by the Issuer of
the resignation, (b) the appointment of a successor Escrow
Trustee (which may be a temporary Escrow Trustee), (c) the
acceptance by such successor Escrow Trustee of the terms,
covenants and conditions of this Agreement, (d) the transfer
of the Escrow Account, including the moneys and Escrowed
Securities held therein, to such successor Escrow Trustee, and
(e) the completion of any other actions required for the
principal of, and interest on, the Escrowed Securities to be
made payable to such successor Escrow Trustee rather than to
the resigning Escrow Trustee.
The Escrow Trustee may be removed at any time by an
instrument or concurrent instruments in writing, delivered to
the Escrow Trustee and to the Issuer and signed by the holders
of a majority in principal amount of the Refunded Bonds then
outstanding. The Escrow Trustee may also be removed by the
Issuer if the Escrow Trustee fails to make timely payment ment on
any Bond Payment Date or Redemption Date of the amounts
required to be paid by it on such Bond Payment Date or
Redemption Date by this Agreement to the persons specified
herein. Any removal Pursuant to this paragraph shall become
effective upon the occurrence of the following events: (i) the
appointment of a successor Escrow Trustee (which may be a
temporary successor Escrow Trustee), (ii) the acceptance by
I�
such successor Escrow Trustee of the terms, covenants and
conditions of this Agreement, (iii) the transfer of the Escrow
Trust Account, including the moneys and Escrowed Securities
held therein, to such successor Escrow Trustee, and (iv) and
the completion of any other actions required for the principal
of, and interest on, the Escrowed Securities to be made
payable to such successor Escrow Trustee rather than to the
Escrow Trustee being removed.
In the event that the Escrow Trustee shall resign or be
removed, or be dissolved, or shall be in the course of
dissolution or liquidation, or otherwise become incapable of
acting hereunder, or in case the Escrow Trustee shall be taken
under the control of any public officer(s), or of a receiver
appointed by a court, the Issuer shall appoint a temporary
Escrow Trustee to fill such vacancy until a successor Escrow
Trustee shall be appointed by the Issuer in the manner above
provided, and any such temporary Escrow Trustee so appointed
by the Issuer shall immediately and without further act be
superseded by the successor Escrow Trustee so appointed.
In the event that no appointment of a successor Escrow
Trustee or a temporary successor Escrow Trustee shall have
been made by such holders of a majority in principal amount of
Refunded Bonds then outstanding or by the Issuer pursuant to
the foregoing provisions of this Section within sixty (60)
days after written notice of resignation of the Escrow Trustee
has been given to the Issuer, the holder of any of the
Refunded Bonds or any retiring Escrow Trustee may apply to any
court of competent jurisdiction for the appointment of a
successor Escrow Trustee, and, thereupon, such court may,
after such notice, if any, as it shall deem proper, appoint a
successor Escrow Trustee.
No successor Escrow Trustee shall be appointed unless such
successor Escrow Trustee shall be a corporation with full
trust powers, authorized to do business in the State of Kansas
(as required by K.S.A. 10-427 and 10-427a, as amended), and
organized under the banking laws of the United States or the
State of Kansas, and shall have, at the time of appointment,
capital and surplus of not less than Ten Million Dollars
($10,000,000).
Every successor Escrow Trustee appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the
Issuer an instrument in writing accepting such appointment
hereunder and, thereupon, such successor Escrow Trustee,
without any further act, deed or conveyance, shall become
fully vested with all of the rights, immunities, powers,
trusts, duties and obligations of its predecessor, but such
predecessor shall, nevertheless, on the written request of
such successor Escrow Trustee or the Issuer, execute and
deliver an instrument transferring to such successor Escrow
Trustee all the estates, properties, rights, powers and trusts
of such predecessor hereunder, and every predecessor Escrow
Trustee shall deliver, to its successor, all securities and
moneys held by such predecessor Escrow Trustee. In the event
that any transfer, assignment or instrument in writing from
the Issuer be required by any successor Escrow Trustee for
more fully and certainly vesting in such successor Escrow
Trustee the estates, rights, powers and duties hereby vested
or intended to be vested in the predecessor Escrow.Trustee,
-7-
any such transfer, assignment and instrument
on request, be executed, acknowledged and
Issuer.
in writing shall,
delivered by the
Any corporation into which the Escrow Trustee, or any
successor to it of the duties and responsibilities created by
this Agreement, may be merged or converted, or with which it
or any successor to it may be consolidated, or any corporation
resulting from any merger, conversion, consolidation or
tax-free reorganization to which the Escrow Trustee or any
successor to it shall be aY P art shall Y
if satisfactory to
the Issuer, be the successor Escrow Trustee under this
Agreement, without the execution or filing of any paper or any
I!
other act on the part of the parties hereto anything herein
j to the contrary notwithstanding.
In the event of resignation or removal of the Escrow
Trustee, a portion of the amount paid to the Escrow Trustee
pursuant to the preceding section shall be returned to the
Issuer, such portion to be computed by multiplying the fee
specified in the preceeding Section by the ratio of the number
of months which the trust created by this Agreement will
continue from the effective date of such resignation or
removal to the entire term of such trust. Of the amount paid
to the Escrow Trustee, $ shall be treated as the initial
set up fee and is not refundable.
11. Termination. This Agreement shall terminate when all
transfers required to be made by the Escrow Trustee under the
provisions hereof shall have been made.
12. Severability. If any one or more of the covenants or
agreements provided in this Agreement on the part of the
Issuer or the Escrow Trustee to be performed should be
determined by a court of competent jurisdiction to be contrary
to law, such covenant or agreement shall be deemed and
construed to be severable from the remaining covenants and
agreements herein contained, and shall in no way affect the
validity of the remaining provisions of this Agreement.
13. Successors and Assigns. All of the covenants,
promises and agreements in this Agreement contained by or on
behalf of the Issuer or by or on behalf of the Escrow Trustee
shall be binding upon, and inure to the benefit of, their
respective successors and assigns, whether or not so expressed.
14. Governing Law. This Agreement shall be governed by,
and be construed in accordance with, the laws of the State of
Kansas.
15. Headings. Any headings preceding the text of the
several Sections hereof, and any table of contents or marginal
notes appended to copies hereof, shall be solely for
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convenience of reference, and shall not constitute a part of
this Agreement, nor shall they affect its meaning,
construction or effect.
x
16. Counterparts. This Agreement may be executed cuted in
several counterparts,any
regarded, all or of which shall be
for allP ur oses as one original, and shall constitute and
be
P 9
but one and the same instrument.
.
e
IN WITNESS WHEREOF, the parties hereto have each caused
this Agreement to be executed by their duly authorized
Ij
officers or elected official their corporate seals to be officials, and t e
P
hereunder affixed and attested as of the date first above
written.
SALINA, KANSAS
ATTEST:
Clerk
in
Mayor
FIRST NATIONAL BANK AND TRUST
Salina, Kansas
SCHEDULE I
SCHEDULE I TO ESCROW AGREEMENT, DATED AS OF
MAY 1, BETWEEN SALINA, KANSAS, AND FIRST
NATIONAL BANK AND TRUST, SALINA, KANSAS
OC��SSS�xas�xasxxsxxzxxx�xxasaxass liixaxx=-
ESCROWED SECURITIES
United States Treasury Obligations - State and Local
Government Series:
'I TYPE AMOUNT RATE MATURI
i
SCHEDULE II
j SCHEDULE II TO ESCROW AGREEMENT, DATED AS OF
MAY 1, BETWEEN SALINA, KANSAS, AND FIRST
NATIONAL BANK AND TRUST, SALINA, KANSAS
=xz:ss:ax:ssac=::sss==aaxx=asx==�s=scea=�==
REFUNDED BONDS
MATURITY AMOUNT
October 1, 1992 $1,835,000
State Treasurer of the
State of Kansas
Landon State Office Bldg.
900 Southwest Jackson
Suite 201
Topeka, Kansas 66612-1235
RE:
CALL FOR REDEMPTION
II I
SALINA, KANSAS
GENERAL OBLIGATION REFUNDING BONDS
SERIES 1985, DATED OCTOBER 15, 1985
i ISI
You are hereby notified pursuant to K.S.R. 10-129, as
amended, and pursuant provisions of Section 10 of Ordinance No.
85-9101 (the "Ordinance") of Salina, Kansas (the "Issuer") that
the above mentioned bonds maturing April 11 1993, and
thereafter (the "Refunded Bonds"), have been called for
redemption and payment on October 1, 1992 (the "Redemption
Date"), at the principal office of The Treasurer of the State
II
of Kansas, (the "Bond Registrar and Paying Agent").
MATURITY PRINCIPAL INTEREST CUSIP
DATE —AMOUNT UN RATE NOS.
4/l/93
0
$260,000 8.50a
10/1/93 270,000 8.50%
0
4/1/94 225,000 8.700
10/1/94 235,0008.70%
4/1/
o
95 205,000 8.900
10/1/95 215,000 8.900
4/1/96 160,000 9.00%
The Bond Registrar and Paying Agent is hereby requested to
notify the registered owner(s) of the call thereof as set forth
in the enclosed Notice of Call for Redemption by forthwith
mailinga copy thereof t
o each registered owner at the
PY g e last
known address thereof.
SALINA, KANSAS
BY
First National Bank and Trust
Salina, Kansas,
as Escrow Trustee
NOTICE OF CALL FOR REDEMPTION
TO THE REGISTERED OWNERS OF
SALINA, KANSAS
GENERAL OBLIGATION REFUNDING BONDS
SERIES 1985, DATED OCTOBER 15, 1985
Notice is hereby given that pursuant to the provisions of
Section 10 of Ordinance No. 85-9101 (the "Ordinance") of
Salina, Kansas (the "Issuer") that the above mentioned bonds
I,
maturing April 1, 1993, and thereafter (the 'Refunded Bonds"),
have been called for redemption and payment on October 1, 1992
(the "Redemption Date"), at the principal office of The
Treasurer of the State of Kansas, (the "Bond Registrar and
Paying Agent").
.�
y g g )
MATURITY PRINCIPAL INTEREST CUSIP
DATE AMOUNT RATE NOS.
4/1/93
$260,000
8.50%
10/1/93
270,000
8.50%
4/1/94
225,000
8.70%
10/1/94
235,000
8.70%
4/1/95
205,000
8.90%
10/1/95 215,000 8.90%
4/1/96 160,000 9.00%
On the Redemption Date there shall become due and
payable, upon the presentation and surrender of each such
Refunded Bond, the redemption price thereof equal to 100% of
the principal amount thereof together with interest accrued to
the Redemption Date. Interest shall cease to accrue on the
Refunded Bonds so called for redemption from and after the
v' r redemption are on
Redemption Date provided such funds fo
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deposit
with the Paying Agent.
SALINA, KANSAS
BY
Treasurer of the State of
Kansas,
This Notice of Redemption shall be mailed by certified
mail to the Treasurer of the State of Kansas, Topeka, Kansas,
not less than 45 days prior to the redemption date. Notice may
also be given in accordance with guidelines set forth in
Securities and Exchange Commission Release No. 34-23856, but
such notice is not required by law. The Issuer shall also
cause the Paying Agent to notify the registered owners of the
Refunded Bonds as provided in K.S.A. 10-129 as amended, and the
Ordinance.