91-9454 Issue BondsDocument No. 9661A
July 3, 1991
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ORDINANCE NO. 91- 9454
OF THE
CITY OF SALINA, KANSAS
$1,417,000
GENERAL OBLIGATION INTERNAL IMPROVEMENT BONDS
SERIES P-238
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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.
Exhibit A
Exhibit B
INDEX
PAGE
Definitions -------------------------------
1
Authorization of and Security for the Bonds
3
Description of the Bonds, Designation of
Paying Agent and Bond Registrar ---------
3
Redemption of Bonds Prior to Maturity -----
4
Method and Place of Payment of Principal of
and Interest on the Bonds ---------------
5
Execution, Authentication and Delivery of
the Bonds -------------------------------
6
Registration, Transfer and Exchange of Bonds
7
Persons Deemed Owners of Bonds ------------
8
Mutilated, Lost, Stolen or Destroyed Bonds
9
Cancellation and Destruction of Bonds
Upon Payment ----------------------------
9
Form of Bonds -----------------------------
9
Disposition of Bond Proceeds --------------
9
Levy and Collection of Annual Taxes and
Assessments -----------------------------
10
Transfer of Funds to Paying Agent and the
Bond Registrar --------------------------
10
Authorization of Agreement Between the
City and the Bond Registrar -------------
10
Tax Covenants -----------------------------
10
Defeasance --------------------------------
11
Approval of Preliminary Official Statement
and Official Statement ------------------
12
Redemption of Temporary Notes--------------
12
Severability ------------------------------
13
Effective Date ----------------------------
13
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ORDINANCE NO. 91-9454
AN ORDINANCE AUTHORIZING AND DIRECTING THE ISSUANCE, SALE AND
DELIVERY OF $1,417,000 PRINCIPAL AMOUNT OF GENERAL OBLIGATION
INTERNAL IMPROVEMENT BONDS, SERIES P-238, OF THE CITY OF SALINA,
KANSAS, FOR THE PURPOSE OF PROVIDING FUNDS TO PAY THE COST OF THE
CONSTRUCTION OF CERTAIN STREET, STORM DRAINAGE, WATER AND
SANITARY SEWER IMPROVEMENTS IN THE CITY; 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. 12-6a01 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, storm drainage, water and sanitary sewerage
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 $1,417,000; 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 governing body of the City has heretofore
advertised the sale of the general obligation bonds referred to
above in accordance with law and awarded the sale of said bonds
to the lowest bidder; and
WHEREAS, the governing body of the City now deems and finds
it necessary to authorize the issuance of said bonds for delivery
tothe purchaser;
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" and "Series P-238 Bonds" mean the General Obligation
Internal Improvement Bonds, Series P-238, of the City herein
authorized.
"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 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.
"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.
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"Project" means the construction of certain street, storm
drainage, water and sanitary sewerage improvements in the City.
"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.
"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.
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-238, of
the City in the principal amount of $1,417,000.
The Bonds shall be general obligations of the City, payable
as to both principal and interest in part from special
assessments levied upon the property benefitted by certain
improvements, but any specially assessed part not so paid and the
remainder of principal and interest will be payable 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 thesame 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, except for one Bond
of the first maturity in the denomination of $7,000, 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 July 1, 1991,
shall mature without option of prior payment, and shall bear
interest at the rates per annum, as follows:
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MATURITY
PRINCIPAL
INTEREST
OCTOBER 1
AMOUNT
RATE
1992
$147,000.00
7.40 %
1993
145,000.00
7.40 %
1994
145, 000.00
5.50 %
1995
140, 000.00
5.40 %
1996
140,000.00
5.55 %
1997
140, 000.00
5.70 %
1998
140, 000.00
5.85 %
1999
140, 000.00
6.00 %
2000
140,000.00
6.05
2001
140,000.00
6.10
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 July 1, 1991. Interest on the Bonds
at the rates aforesaid shall be payable semiannually on April 1
and October 1 in each year, beginning April 1, 1992. 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
Bonds maturing on October 1, 1999, 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,
1998, 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.
The Bond Registrar shall call Bonds for redemption and
payment as herein provided upon receipt by the Bond Registrar at
least 45 days prior to the Redemption Date of a written request
of the City.
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 Bonds of the
same Stated Maturity the Bonds to be redeemed shall be selected
by the Bond Registrar from the Outstanding 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 Bonds of
that maturity of a denomination larger than $5,000. The portions
of the principal of Outstanding Bonds so selected for partial
redemption shall be equal to $5,000 or integral multiples
thereof. Any Bond which is to be redeemed only in part shall be
submitted to the Paying Agent and delivered to the Bond
Registrar, who shall authenticate and deliver to the Holder of
such Bond, without service charge, a new Bond or Bonds, of any
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 Bond so surrendered.
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If the Holder of any such Bond of a denomination greater than
$5,000 shall fail to present such Bond to the Paying Agent for
payment and exchange as aforesaid, such Bond shall, nevertheless,
become due and payable on the Redemption Date to the extent of
the principal amount of such Bond called for redemption (and to
that extent only).
If and when the City shall call any of the Bonds for
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 Bonds at the office of the
Paying Agent. Notice of Redemption shall be given by first class
mail, postage prepaid, mailed not less than 30 days prior to the
Redemption Date, to each Holder of Bonds to be redeemed, at his
address appearing in the Bond Registrar. All notices of
redemption shall state:
(i) The Redemption Date;
(ii) The redemption price;
(iii) If less than all Outstanding Bonds are to be
redeemed, the identification (and, in the case of partial
redemption, the respective principal amounts) of the Bonds
to be redeemed;
(iv) That on the Redemption Date, the redemption price
will become due and payable upon each such Bond, and that
interest thereon shall cease to accrue from and after said
date; and
(v) The place where such Bonds are to be surrendered
for payment of the RedemptionPrice (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 hereto shall not affect or
invalidate the redemption of said Bond. If any Bond is called
for redemption and payment as aforesaid, all interest on such
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 Bond to be
redeemed.
Section 5. Method and Place of Payment of Principal of and
Interest on the Bonds. The principal of and interest (computed
on the basis of a 360 -day year of twelve 30 -day months) on the
Bonds shall be payable in such coin or currency of the United
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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 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 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 than15 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 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 BondRegistrar, 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.
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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.
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 becancelled 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 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 surrenderthereof. 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. 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.
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The remaining balance of the proceeds derived from the sale
of the 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.
Section 13. Levy and Collection of Annual Taxes and
Assessments. The governing body of the City shall annually 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. 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.
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.
-10-
(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 hereby designates the Bonds as "qualified
tax-exempt obligations" as defined in Section 265(b)(3) of the
Code. In addition, the City hereby represents that:
(1) the aggregate face amount of all tax-exempt
obligations (other than private activity bonds which are not
"qualified 501(c)(3) bonds") which will be issued by the
City (and all subordinate entities thereof) during calendar
year1991 is not reasonably expected to exceed $10,000,000;
and
(2) the City (and all subordinate entities thereof)
will not issue an aggregate principal amount of obligations
desiganted by the City to be "qualified tax-exempt
obligations" during calendar year 1991, including the Bonds,
in excess of $10,000,000, without first obtaining an opinion
of nationally recognized counsel in the area of municipal
finance that the designation of the Bonds as "qualified
tax-exempt obligations" will not be adversely affected.
The Mayor is hereby authorized to take such other action as may
be necessary to make effective the designation in this subsection
(c).
(d) 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.
(e) 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
'r 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
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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 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
June 24 „ 1991, 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 Temporary Notes. The following
temporary notes issued to finance the Project pending the
issuance of the Bonds are hereby called for redemption and
payment on July 31, 1991, which date is prior to their stated
maturity:
Maturity
Series Name Amount Dated Date Date Holder
PT -103 #1 $960,000 11/01/89
PT -103 #2 $270,000 05/01/90
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12/31/91
12/31/91
BANK IV
Wichita,
Wichita,
BANK IV
Wichita,
Wichita,
N. A.
Kansas
N. A.
Kansas
In accordance with the resolutions issuing such notes, the
City Clerk is hereby directed to cause notice of the call for
redemption and payment of such notes to be given as provided in
said resolutions and in substantially the form attached hereto as
Exhibit "B".
Section 20. 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 inno 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 21. 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 15th day of July, 1991.
(SEAL.) /4k"lA1-N'
ec J' -
Mayor
P,TTEST
S CA''
^. �Wf
City Clerk
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EXHIBIT A
REGISTERED
NUMBER
UNITED STATES OF AMERICA
STATE OF KANSAS
COUNTY OF SALINE
CITY OF SALINA
GENERAL OBLIGATION INTERNAL IMPROVEMENT BOND
SERIES P-238
Interest
Rate
% Per Annum
REGISTERED HOLDER:
PRINCIPAL AMOUNT:
Maturity Bond
Date Date
July 1, 1991
REGISTERED
CUSIP
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 July 1, 1991, semiannually on April
1 and October 1 in each year, beginning April 1, 1992.
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 next 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.
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 July 1, 1991.
ATTEST:
(facsimile)
City Clerk
CITY OF SALINA, KANSAS
By (facsimile)
Mayor
Registration No. 0322-085-070191-868
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
[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 P-238", aggregating the principal
amount of $1,417,000 (the "Bonds"), issued by the City for the
purpose of providing funds to pay the cost of the construction of
certain street, storm drainage, water and sanitary sewerage
improvements in 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 12-6a01 et seq., 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 in part from special assessments levied
upon the property benefitted by certain improvements, but any
specially assessed part not so paid and the remainder of
principal and interest will be payable from ad valorem taxes
which may be levied without limitation as to rate or amount upon
all taxable tangible property within the territorial limits of
the City.
THE BONDS maturing on October 1, 1999, 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, 1998, 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.
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
the form of fully registered Bonds without coupons in the
denomination of $5,000 or any integral multiple thereof, except
for one Bond of the first maturity in the denomination of
$7,000. 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 this assignment is affixed in the outstanding
principal amount of $ , standing in the name of the
undersigned on the books of the State Treasurer. The undersigned
does (do) hereby revocably constitute and
appoint attorney to
transfer the said Bond, on the books of said State Treasurer,
with full power of substitution in the premises.
Dated
Name
Account No.
Signature
(Sign Here Exactly as Name or
Names Appear on the Face of
the Certificate)
(Signature Guarantee)
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 July 1, 1991.
[SEAL]
City Clerk
------------------------------------------------------------------
(FORM OF STATE TREASURER'S CERTIFICATE)
OFFICE OF THE STATE TREASURER OF KANSAS
I, JOAN FINNEY, Treasurer of the State of Kansas, do hereby
certify that a transcript of the proceedings leading up to the
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.
(facsimile)
State Treasurer of Kansas
[SEAL]
EXHIBIT B
(Name and Address of Registered Owner]
As the owner of the Municipal Temporary Note, Series PT -103,
No._ of the City of Salina, Kansas (the "City"), maturing
December 31, 1991, and in the principal amount of $ (the
"Note"), you are hereby notified that the Note has been called
for redemption and payment in full on July 31, 1991 (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: , 1991.
CITY OF SALINA, KANSAS
By
City Clerk