2372ORDINANCE NO. 2372
COUNCIL MEMBER JENSEN INTRODUCED THE FOLLOWING ORDINANCE:
AN ORDINANCE AUTHORIZING THE ISSUANCE OF WATER SYSTEM
REVENUE REFUNDING BONDS OF THE CITY OF BLAIR, NEBRASKA, IN
THE PRINCIPAL AMOUNT NOT TO EXCEED SEVEN MILLION DOLLARS
($7,000,000) FOR THE PURPOSE OF REFUNDING THE CITY'S
OUTSTANDING SERIES 2012 WATER REVENUE BONDS; PRESCRIBING
THE FORM, TERMS AND DETAILS OF SAID BONDS; AUTHORIZING THE
OFFICERS OF THE CITY TO ESTABLISH THE FINAL TERMS OF SAID
BONDS WITHIN STATED PARAMETERS; PLEDGING AND
HYPOTHECATING THE REVENUE AND EARNINGS OF THE
WATERWORKS PLANT AND WATER SYSTEM OF SAID CITY FOR THE
PAYMENT OF SAID BONDS AND INTEREST THEREON; PROVIDING FOR
THE COLLECTION, SEGREGATION AND APPLICATION OF THE
REVENUES OF SAID WATERWORKS PLANT AND WATER SYSTEM;
ENTERING INTO A CONTRACT ON BEHALF OF THE CITY WITH THE
HOLDERS OF SAID BONDS; ADOPTING A CONTINUING DISCLOSURE
UNDERTAKING; PROVIDING FOR NOTICE AND HEARING AND
SATISFACTION OF OTHER TAX REQUIREMENTS; PROVIDING FOR
RELATED COVENANTS AND AGREEMENTS; AND PROVIDING FOR
PUBLICATION OF THIS ORDINANCE IN PAMPHLET FORM.
BE IT ORDAINED BY THE MAYOR AND THE CITY COUNCIL OF THE CITY OF
BLAIR, NEBRASKA:
Section 1. Findings and Determinations. The Mayor and Council of the City of Blair,
Nebraska (the "City") hereby find and determine:
(a) The City owns and operates a waterworks plant and system (which plant
and system, together with any additions, extensions and improvements thereto hereafter
made are hereinafter referred to as the "Water System") which represents a revenue-
producing undertaking of the City.
(b) The City has the following interest-bearing obligations, which each remain
unpaid and constitute a legal liability against the City as follows:
Water System Revenue Bonds, Taxable Series 2012, dated June 5, 2012, outstanding in the
principal amount of $6,860,000 (the "2012 Bonds");
Since the 2012 Bonds were issued, the rates of interest have so declined in the markets that
by taking up and paying off the 2012 Bonds (the "Refunded Bonds") on a call date (the
"Redemption Date") to be determined by an Authorized Officer (as defined herein), a
substantial savings in the amount of yearly running interest will be made to the City.
(c) In addition to the 2012 Bonds, the City has issued and there are now
outstanding the following bonds which are a lien upon and secured by a pledge of the
revenue and earnings of the Water System (the "Outstanding Parity Bonds"):
(i) Water System Revenue Bond, Series 2010, dated August 12, 2010, issued
pursuant to Ordinance No. 2187 of the City (the "2010 Ordinance"), in the
original drawable principal amount of $2,341,400 (the "2010 Bond"),
issued to evidence a loan from the Nebraska Department of Environmental
Quality ("NDEQ");
(ii) Water System Revenue Bonds, Series 2010B, dated September 28, 2010,
issued pursuant to Ordinance No. 2191 of the City (the "2010B Ordinance")
in the original principal amount of $6,500,000 (the "2010B Bonds"), of
which the remaining principal balance outstanding is $6,500,000; and
(iii) Water System Revenue Bonds, Series 2016, dated August 24, 2016, issued
pursuant to Ordinance No. 2305 of the City (the "2016 Ordinance") in the
original principal amount of $5,550,000 (the "2016 Bonds"), of which the
remaining principal balance outstanding is $5,195,000; and
(iv) Water System Revenue Bonds, Series 2017, dated March 28, 2017, issued
pursuant to the 2016 Ordinance in the original principal amount of
$3,460,000 (the "2017 Bonds"), of which the remaining principal balance
outstanding is $3,460,000; and
(v) Water System Revenue Bond, Series 2018, dated May 7, 2018, issued
pursuant to Ordinance No. 2351 of the City (the "2018 Ordinance"), in the
original drawable principal amount of $1,400,000 (the "2018 Bond"),
issued to evidence a loan from NDEQ.
The 2010 Ordinance, the 2010B Ordinance, the 2016 Ordinance, the 2017 Ordinance and
the 2018 Ordinance are referred to in this Ordinance collectively as the "Outstanding Parity
Bonds Ordinances".
(d) The Outstanding Parity Bonds and the 2012 Bonds constitute the only
presently outstanding indebtedness of the City payable from the revenues of the Water
System and for which the revenues of the Water System have been pledged.
(e) The Outstanding Parity Bonds Ordinances each permit the issuance of
"Additional Bonds" which are payable on a parity with the Outstanding Parity Bonds and
equally and ratably secured therewith under the terms of the Outstanding Parity Bonds
Ordinances provided that the "Net Revenues" (as defined in each of such ordinances and
as defined in this Ordinance) have been at least equal to 1.30 times the "Average Annual
Debt Service Requirements" (as defined in each of such ordinances and as defined in this
Ordinance) of the Outstanding Parity Bonds and the Additional Bonds proposed to be
issued and provided further that such Additional Bonds shall be issued pursuant to an
ordinance which shall provide for an increase in the monthly credits to Bond Payment
Account sufficient to pay, when due, the principal of and interest on the Outstanding Parity
Bonds and the proposed Additional Bonds; with respect to such requirements (the
requirements of the Outstanding Parity Bonds Ordinances precedent to the issuance of the
Bonds as Additional Bonds are referred to herein as the "Additional Bonds Tests") the
following determinations are hereby made:
(i) this Ordinance provides for an increase in the monthly credits to
Bond Payment Account sufficient to pay, when due, the principal of and interest on
the Outstanding Parity Bonds and the Bonds (as defined below and as the proposed
Additional Bonds to be issued):
(ii) the "Net Revenues" (as defined in the Outstanding Parity Bonds
Ordinances and in this Ordinance) of the Water System for the fiscal year ended
September 30, 2017 were not less than $3,680,618;
(iii) the "Average Annual Debt Service Requirements" (as defined in the
Outstanding Parity Bonds Ordinances and in this Ordinance) of the Outstanding
Parity Bonds and the Bonds (as proposed Additional Bonds) expected to be issued
hereunder are not more than $1,275,000.
(f) All conditions, acts and things required by law to exist or to be done
precedent to the issuance of the Bonds as Additional Bonds of equal lien and standing with
the Outstanding Parity Bonds and as provided for in the Outstanding Parity Bonds
Ordinances do exist and have been done in regular and due form and time as required by
law.
Section 2. Definitions. In addition to the definitions provided in parentheses
elsewhere in this Ordinance, the following definitions of terms shall apply, unless the context shall
clearly indicate otherwise:
"Additional Bonds" shall mean any and all bonds hereafter issued by the City
pursuant to the terms of this Ordinance which are equal in lien to the Outstanding Parity
Bonds and the Bonds, including any such bonds issued pursuant to Section 13 of this
Ordinance and refunding bonds issued pursuant to Section 14 of this Ordinance, as and
when such bonds become equal in lien to the Outstanding Parity Bonds and the Bonds,
according to their terms and the terms of said Sections 13 and 14.
"Average Annual Debt Service Requirements" shall mean that number computed
by adding all of the principal and interest due when computed to the absolute maturity of
the bonds for which such computation is required and dividing by the number of years
remaining that the longest bond of any issue for which such computation is required has
to run to maturity. In making such computation, the principal of any bonds for which
mandatory redemptions are scheduled shall be treated as maturing in accordance with such
schedule of mandatory redemptions.
"Bonds" shall mean the Water System Revenue Refunding Bonds authorized to be
issued from time to time pursuant to Section 3 of this Ordinance.
"Cargill Contract" shall mean that Water Service Agreement dated June 27, 2000,
between the City and Cargill, Incorporated (a Delaware Corporation), as supplemented by
the First Addendum to Water Service Agreement dated as of February 27, 2001, and as
amended by the First Amendment to Water Service Agreement dated March 9, 2007, and
as the same may be further amended from time to time (including, without limitation, any
amendments entered into in connection with the issuance of the Bonds authorized herein).
"Deposit Securities" shall mean direct obligations of or obligations the principal of
and interest on which are unconditionally guaranteed by the United States of America.
"Net Revenues" shall mean the gross revenues derived by the City from the
ownership or operation of the Water System, including investment income, but not
including any income from sale or disposition of any property belonging to or forming a
part of the Water System, less the ordinary expenses to the City of operating and
maintaining the Water System payable from the Operation and Maintenance Account
described in Section 11 of this Ordinance. Operation and maintenance expenses for
purposes of determining "Net Revenues" shall not include depreciation, amortization (of
financing expenses) or interest on any bonds or other indebtedness. Net Revenues for all
purposes of this Ordinance shall be shown by an audit for the fiscal year in question as
conducted by independent certified public accountants. For purposes of this ordinance,
whether or not in accordance with applicable accounting principles, there shall not be
included in revenues or expenses, for purposes of determining Net Revenues, gain or loss
from the early extinguishment of indebtedness, investment income from any securities
deposited in escrow for the defeasance of bonds or unrealized gain or loss on securities
held by the City's Water System.
"Paying Agent and Registrar" shall mean the City Treasurer of the City of Blair,
Nebraska, as appointed to act as the combined paying agent and bond registrar for the
Bonds pursuant to Section 4 hereof or any duly appointed successor thereto.
Section 3. Authorization to Issue Bonds,• Designation of Terms of Bonds. For the purposes
described in Section 1 hereof relating to the redemption of the Refunded Bonds and payment of
costs of issuance, as applicable, there shall be and there are hereby ordered issued the negotiable
bonds of the City to be known as "Water System Revenue Refunding Bonds, Series 2018C" in the
principal amount of not to exceed Seven Million Dollars ($7,000,000). The Bonds shall mature,
bear interest at such rates per annum, be subject to redemption and shall bear such other terms, as
shall be determined in a written designation of terms for the Bonds (the "Designation") signed on
behalf of the City by the Mayor, City Administrator or City Treasurer (each, an "Authorized
Officer") and agreed to by Ameritas Investment Corp. (the "Underwriter"), which Designation may
also determine or modify the principal amount, interest rate or maturity date of the Bonds, mandatory
redemption provisions (if any) and pricing terns as set forth in Section 9 hereof, all within the
following limitations:
(a) the aggregate principal amount of all Bonds shall not exceed the amount stated in
this Section 3 above;
(b) the Bonds may be sold on the basis of original issue premium or discount in any
amount; provided that the available net proceeds from the sale of such Bonds are sufficient
to effect the refunding of the Refunded Bonds to be refunded thereby;
(c) the longest maturity of the Bonds may not be later than December 31, 2032;
(d) the Bonds shall bear interest at such rates per annum so that debt service payable
on the Bonds provides at least a net present value savings to the City over the debt service
payable on the Refunded Bonds in an amount satisfactory to the City (the execution of the
Designation by an Authorized Officer shall be conclusive evidence that such net present
value savings is satisfactory to the City);
(e) two or more of the principal maturities may be combined and issued as "term
bonds" subject to mandatory redemption as and to the extent set out in the Designation;
any Bonds issued as "term bonds" shall be redeemed at a redemption price equal to 100%
of the principal amount thereof plus accrued interest thereon to the date of redemption and
may be selected for redemption by any random method of selection determined appropriate
by the Registrar (as hereinafter designated) or by the Depository (as hereinafter
designated).
Each of the Authorized Officers are hereby authorized to make such determinations on behalf of the
City and to evidence the same by execution and delivery of a Designation for the Bonds, and such
determinations shall constitute the action of the Mayor and Council without further action of the
Mayor and Council.
The Bonds shall be issued in fully registered form in the denomination of $5,000 or any integral
multiple thereof. The date of original issue for the Bonds shall be the date of delivery thereof.
Interest on the Bonds, at the respective rates for each maturity, shall be payable semiannually on
June 15 and December 15 of each year (or such other date or dates as may be set forth in the
applicable Designation, each of said dates an "Interest Payment Date") commencing on December
15, 2018 (or such other date as provided in the Designation), and the Bonds shall bear such interest
from the date of original issue or the most recent Interest Payment Date to which interest has been
paid or provided for, whichever is later. Interest shall be computed on the basis of a 360 -day year
consisting of twelve 30 -day months. The interest due on each Interest Payment Date shall be
payable to the registered owners of record as of the close of business on the last business day of
the month immediately preceding the month in which each Interest Payment Date occurs (or such
other record date as may be set forth in the applicable Designation, the "Record Date"), subject to
the provisions of Section 5 hereof. The Bonds shall be numbered from 1 upwards in the order of
their issuance thereof. No Bond shall be issued originally or upon transfer or partial redemption
(if applicable) having more than one principal maturity. The initial bond numbering and principal
amounts for each of the Bonds issued shall be designated by the City's Treasurer as directed by
the initial purchaser thereof. Payments of interest due prior to maturity or earlier redemption (if
applicable) on the Bonds shall be made by the Paying Agent and Registrar, as designated pursuant
to Section 4 hereof, by mailing a check or draft in the amount due for such interest on each Interest
Payment Date to the registered owner of each Bond, as of the Record Date for such Interest
Payment Date, to such owner's registered address as shown on the books of registration as required
to be maintained in Section 4 hereof. Payments of principal and unpaid accrued interest thereon
due at maturity or at any date fixed for redemption prior to maturity (if applicable) shall be made
by said Paying Agent and Registrar to the registered owners upon presentation and surrender of
the Bonds to said Paying Agent and Registrar. The City and said Paying Agent and Registrar may
treat the registered owner of any Bond as the absolute owner of such bond for the purpose of
making payments thereon and for all other purposes and neither the City nor the Paying Agent and
Registrar shall be affected by any notice or knowledge to the contrary, whether such bond or any
installment of interest due thereon shall be overdue or not. All payments on account of interest or
principal made to the registered owner of any Bond in accordance with the terms of this Ordinance
shall be valid and effectual and shall be a discharge of the City and said Paying Agent and
Registrar, in respect of the liability upon the Bonds or claims for interest to the extent of the sum
or sums so paid.
Section 4. Pang Agent and Registrar; Books of Registration; Transfer and Exchange.
The City Treasurer is hereby designated as the Paying Agent and Registrar for the Bonds, provided
that the Mayor and Council shall have the right to designate a bank or trust company as successor
paying agent and registrar to serve under the terms of any such agreement as the Mayor and
Council shall determine to be appropriate. The Paying Agent and Registrar shall keep and maintain
for the City books for the registration and transfer of the Bonds at its principal office, initially the
City's Offices, in Blair, Nebraska. The names and registered addresses of the registered owner or
owners of the Bonds shall at all times be recorded in such books. Any Bond may be transferred
pursuant to its provisions at the office of said Paying Agent and Registrar by surrender of such
bond for cancellation, accompanied by a written instrument of transfer, in form satisfactory to said
Paying Agent and Registrar, duly executed by the registered owner in person or by such owner's
duly authorized agent, and thereupon the Paying Agent and Registrar on behalf of the City will
deliver at the Paying Agent and Registrar's office (or send by registered mail to the transferee
owner or owners thereof at such transferee owner's or owners' risk and expense), registered in the
name of such transferee owner or owners, anew Bond or Bonds of the same interest rate, aggregate
principal amount and maturity. To the extent of the denominations authorized for the Bonds by
this Ordinance, one such bond may be transferred for several such bonds of the same interest rate
and maturity, and for a like aggregate principal amount, and several such bonds may be transferred
for one or several such bonds, respectively, of the same interest rate and maturity and for a like
aggregate principal amount. In every case of transfer of a Bond, the surrendered Bond or Bonds
shall be canceled and destroyed. All Bonds issued upon transfer of the Bonds so surrendered shall
be valid obligations of the City evidencing the same obligations as the Bonds surrendered and shall
be entitled to all the benefits and protection of this Ordinance to the same extent as the Bonds upon
transfer of which they were delivered. The City and said Paying Agent and Registrar shall not be
required to transfer any Bond during any period from any Record Date until its immediately
following Interest Payment Date or to transfer any Bond called for redemption (if applicable) for
a period of 30 days next preceding the date fixed for redemption.
Section 5. Special Record Date. In the event that payments of interest due on the
Bonds on an Interest Payment Date are not timely made, such interest shall cease to be payable to
the registered owners as of the Record Date for such Interest Payment Date and shall be payable
to the registered owners of the Bonds as of a special date of record for payment of such defaulted
interest as shall be designated by the Paying Agent and Registrar whenever monies for the purpose
of paying such defaulted interest become available.
Section 6. Payment on Non -Business Days. If the date for payment of the principal of
or interest on the Bonds shall be a Saturday, Sunday, legal holiday or a day on which banking
institutions in the City in which the principal (or designated) office of the Paying Agent and
Registrar is located are authorized by law or executive order to close, then the date for such
payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day
on which such banking institutions are authorized to close, and payment on such day shall have
the same force and effect as if made on the nominal date of payment.
Section 7. Redemption of Bonds.
(a) Optional Redemption. The Bonds shall be subject to optional redemption,
in whole or in part, prior to maturity at any time on or after the fifth anniversary of the date
of original issue (or such other early redemption date as may be set out in the Designation),
at par (or such other redemption price or prices as may be set out in the Designation) plus
accrued interest on the principal amount redeemed to the date fixed for redemption. The
City may select the Bonds to be redeemed for optional redemption in its sole discretion.
(b) Mandatory Sinking Fund Redemption. Any Bonds identified in the
Designation to mature as "term bonds" ("Term Bonds") are required to be redeemed prior
to their stated maturity, as provided in the Designation. Such scheduled mandatory
redemptions of Term Bonds shall be at a price equal to 100% of the principal amount
redeemed plus interest accrued on the principal amount being redeemed to the date fixed
for redemption. The Paying Agent and Registrar shall select the Term Bonds for
mandatory redemption using any random method of selection deemed appropriate by the
Paying Agent and Registrar.
(c) General; Notice of Redemption; Partial Redemption. The Bonds shall be
redeemed only in amounts of $5,000 or integral multiples thereof. Any Bond redeemed in
part only shall be surrendered to said Paying Agent and Registrar in exchange for a new
Bond evidencing the unredeemed principal thereof. Notice of redemption of any Bond
called for redemption shall be given at the direction of the City in the case of optional
redemptions (and without further direction in the case of mandatory redemption) by said
Paying Agent and Registrar by mail not less than 30 days prior to the date fixed for
redemption, first class, postage prepaid, sent to the registered owner of such Bond at said
owner's registered address. Such notice shall designate the Bond or Bonds to be redeemed
by maturity or otherwise, the date of original issue and the date fixed for redemption and
shall state that such bond or bonds are to be presented for prepayment at the office of said
Paying Agent and Registrar. In case of any Bond partially redeemed, such notice shall
specify the portion of the principal amount of such bond to be redeemed. No defect in the
mailing of notice for any Bond shall affect the sufficiency of the proceedings of the City
designating the Bonds called for redemption or the effectiveness of such call for Bonds for
which notice by mail has been properly given and the City shall have the right to further
direct notice of redemption for any such bond for which defective notice has been given.
Section 8. Form of Bonds. The Bonds shall be in substantially the following form:
UNITED STATES OF AMERICA
STATE OF NEBRASKA
COUNTY OF WASHINGTON
CITY OF BLAIR
WATER SYSTEM REVENUE REFUNDING BOND, SERIES 20_
No. $
Interest Rate Maturity Date Date of Original Issue CUSIP No.
Registered Owner:
Principal Amount:
Thousand Dollars ($ )
KNOW ALL PERSONS BY THESE PRESENTS: That the City of Blair, in the State of
Nebraska (the "City"), hereby acknowledges itself to owe and for value received promises to pay,
but only from the special sources hereinafter described, to the registered owner specified above,
or registered assigns, the principal amount specified above in lawful money of the United States
of America on the date of maturity specified above with interest thereon to maturity (or earlier
redemption) from the date of original issue or most recent Interest Payment Date to which interest
has been paid or provided for, whichever is later, at the rate per annum specified above (said
interest to be computed on the basis of a 360 -day year consisting of twelve 30 -day months),
payable semiannually on June 15 and December 15 of each year commencing , 201_
(each of said dates an "Interest Payment Date"). The principal hereof and unpaid accrued interest
hereon due at maturity or upon earlier redemption are payable upon presentation and surrender of
this bond at the office of City Treasurer of the City of Blair, Nebraska, the Paying Agent and
Registrar, in Blair, Nebraska. Interest on this bond due prior to maturity or earlier redemption will
be paid on each Interest Payment Date by a check or draft mailed by the Paying Agent and
Registrar to the registered owner of this bond, as shown on the books of record maintained by the
Paying Agent and Registrar, at the close of business on the last business day of the month
immediately preceding the month in which the Interest Payment Date occurs (the "Record Date"),
to such owner's address as shown on such books and records. Any interest not so timely paid shall
cease to be payable to the person entitled thereto as of the Record Date such interest was payable,
and shall be payable to the person who is the registered owner of this bond (or of one or more
predecessor bonds hereto) on such special record date for payment of such defaulted interest as
shall be fixed by the Paying Agent and Registrar whenever monies for such purpose become
available.
This bond is one of a series of fully registered bonds of the total principal amount of
Million Hundred Thousand Dollars ($ ), of even date
and like tenor except as to date of maturity, rate of interest and denomination which were issued
by the City for the payment and redemption of the City's Water System Revenue Bonds, Taxable
Series 2012, dated June 5, 2012, in the outstanding principal amount of $6,860,000 and to pay
costs of issuance, under Sections 18-1803 to 18-1805, R.R.S. Neb. 2012, and has been duly
authorized by an ordinance (the "Ordinance") legally passed, approved and published and by
proceedings duly had by the Mayor and Council of said City.
Any or all of the bonds of said series and issue are subject to redemption at the option of
the City, in whole or in part, at any time on or after the [fifth anniversary of the date of original
issue shown above], at par plus interest accrued on the principal amount redeemed to the date fixed
for redemption.
[The bonds of this series due as term bonds in the year 20_ (the "Term Bonds") are
required to be redeemed prior to their stated maturity, commencing on December 15, 20_, and
continuing on December 15 of each year thereafter, in part, which redemptions shall be in the years
and for the principal amounts set forth below:
Year of Redemption Amount Required to Be Redeemed
(final maturity)
Such mandatory redemptions shall be at a price equal to 100% of the principal amount redeemed
plus interest accrued on the principal amount being redeemed to the date fixed for redemption.
The Paying Agent and Registrar shall select the Term Bonds for mandatory redemption using any
random method of selection deemed appropriate by the Paying Agent and Registrar.]
Notice of redemption shall be given by mail to the registered owner of any bond to be
redeemed at said registered owner's address in the manner specified in the Ordinance. Individual
bonds may be redeemed in part but only in $5,000 amounts or integral multiples thereof.
This bond is transferable by the registered owner or such owner's attorney duly authorized
in writing at the office of the Paying Agent and Registrar upon surrender and cancellation of this
bond, and thereupon a new bond or bonds of the same series, aggregate principal amount, interest
rate and maturity will be issued to the transferee as provided in the Ordinance, subject to the
limitations therein prescribed. The City, the Paying Agent and Registrar and any other person may
treat the person in whose name this bond is registered as the absolute owner hereof for the purpose
of receiving payment due hereunder and for all purposes and shall not be affected by any notice to
the contrary, whether this bond be overdue or not.
If the date for payment of the principal of or interest on this bond shall be a Saturday,
Sunday, legal holiday or a day on which banking institutions in the City of Blair, Nebraska, are
authorized by law or executive order to close, then the date for such payment shall be the next
succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking
institutions are authorized to close, and payment on such day shall have the same force and effect
as if made on the nominal date of payment.
The revenue and earnings of the waterworks plant and water system of the City of Blair
(as now owned or hereafter acquired, the "Water System") are pledged and hypothecated, equally
and ratably for the payment of this bond, the other bonds of this series, the Outstanding Parity
Bonds (as defined in the Ordinance, and any additional bonds of equal priority to the bonds of this
issue and the Outstanding Parity Bonds issued in accordance with the Ordinance authorizing the
bonds of this issue. The bonds of this issue are a lien only upon said revenue and earnings of the
Water System and are not general obligations of the City of Blair, Nebraska.
The Ordinance authorizing the issuance of this bond and the other bonds of this series and
issue sets forth the covenants and obligations of the City with respect to the Water System and the
application of the revenues to be derived therefrom, which revenues are by the terms of said
Ordinance to be deposited into the "Blair Water System Fund" and disbursed to make payments
of principal and interest on the bonds of this series and the Outstanding Parity Bonds, to pay costs
of operation and maintenance, and make other payments as specified in said Ordinance. Said
Ordinance also designates the terms and conditions on which additional bonds of equal lien to the
bonds of this series and issue and the Outstanding Parity Bonds may be issued. The City also
reserves the right to issue bonds junior in lien to the bonds of this series and issue, the principal
and interest of which are payable from moneys in the "Retained Revenues Account" of the Blair
Water System Fund as described in the Ordinance. Said Ordinance also designates the terms and
conditions on which this bond shall cease to be entitled to any lien, benefit or security under such
Ordinance and all covenants, agreements and obligations of the City under such Ordinance may
be discharged and satisfied at or prior to the maturity or redemption of this bond if monies or
certain specified securities shall have been deposited with a designated fiduciary.
AS PROVIDED IN THE ORDINANCE REFERRED TO HEREIN, UNTIL THE
TERMINATION OF THE SYSTEM OF BOOK -ENTRY -ONLY TRANSFERS THROUGH THE
DEPOSITORY TRUST COMPANY, NEW YORK, NEW YORK, (TOGETHER WITH ANY
SUCCESSOR SECURITIES DEPOSITORY APPOINTED PURSUANT TO THE
ORDINANCE, "DTC"), AND NOTWITHSTANDING ANY OTHER PROVISIONS OF THE
ORDINANCE TO THE CONTRARY, A PORTION OF THE PRINCIPAL AMOUNT OF THIS
BOND MAY BE PAID OR REDEEMED WITHOUT SURRENDER HEREOF TO THE
PAYING AGENT AND REGISTRAR. DTC OR A NOMINEE, TRANSFEREE OR ASSIGNEE
OF DTC OF THIS BOND MAY NOT RELY UPON THE PRINCIPAL AMOUNT INDICATED
HEREON AS THE PRINCIPAL AMOUNT HEREOF OUTSTANDING AND UNPAID. THE
PRINCIPAL AMOUNT HEREOF OUTSTANDING AND UNPAID SHALL FOR ALL
PURPOSES BE THE AMOUNT DETERMINED IN THE MANNER PROVIDED IN THE
ORDINANCE.
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED OFFICER OF DTC (A)
TO THE PAYING AGENT AND REGISTRAR FOR REGISTRATION OF TRANSFER OR
EXCHANGE OR (B) TO THE PAYING AGENT AND REGISTRAR FOR PAYMENT OF
PRINCIPAL, AND ANY BOND ISSUED IN REPLACEMENT HEREOF OR SUBSTITUTION
HEREOF IS REGISTERED IN THE NAME OF DTC AND ANY PAYMENT IS MADE TO
DTC OR ITS NOMINEE, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSONS IS WRONGFUL BECAUSE ONLY
THE REGISTERED OWNER HEREOF, DTC OR ITS NOMINEE, HAS AN INTEREST
HEREIN.
This bond shall not be valid and binding on the City until authenticated by the Paying
Agent and Registrar.
IT IS HEREBY CERTIFIED AND WARRANTED that all conditions, acts and things
required by law to exist or to be done precedent to and in the issuance of this bond did exist, did
happen and were done and performed in regular and due form and time as required by law.
IN WITNESS WHEREOF, the Mayor and Council of the City of Blair, Nebraska, have
caused this bond to be executed on behalf of the City with the facsimile signatures of the Mayor
and the City Clerk and by causing the official seal of the City to be imprinted hereon, all as of the
date of original issue specified above.
ATTEST:
(facsimile signature)
City Clerk
(SEAL)
CITY OF BLAIR, NEBRASKA
(facsimile signature)
Mayor
CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This bond is one of the series designated therein and has been registered to the owner
named in said bond and the name of such owner has been recorded in the books of record
maintained by the undersigned as Paying Agent and Registrar for said issue of bonds.
(Sample — Do Not Sign)
City Treasurer, Paying Agent
and Registrar for the City of Blair, Nebraska
(FORM OF ASSIGNMENT)
For value received hereby sells, assigns, and transfers unto
the within bond and hereby irrevocably constitutes and appoints
Attorney, to transfer the same on the books of registration in
the office of the within mentioned Paying Agent and Registrar with full power of substitution in
the premises.
Date:
Registered Owner
Signature Guaranteed
C
Authorized Officer
Note: The signature(s) on this assignment MUST CORRESPOND with the name(s) as written on
the face of the within bond in every particular, without alteration, enlargement or any change
whatsoever, and must be guaranteed by a commercial bank or a trust company or by a firm having
membership on the New York, Midwest or other stock exchange.
Section 9. Execution and Delivery of Bonds,• Book -Entry System; Sale and Delivery
of Bonds to Underwriter; Bond Purchase Agreement. Each of the Bonds shall be executed on
behalf of the City with the facsimile signatures of the Mayor and the City Clerk and shall have
imprinted thereon the City's seal. The Bonds shall be issued initially as "book -entry -only" bonds
under the services of The Depository Trust Company (the "Depository"), with one typewritten
bond per maturity being issued to the Depository. In such connection said officers are authorized
to execute and deliver a Letter of Representations (the "Letter of Representations") in the form
required by the Depository (which may be in the form of one or more instruments or may be a
blanket letter previously or contemporaneously executed), for and on behalf of the City, which
shall thereafter govern matters with respect to registration, transfer, payment and redemption (if
applicable) of the Bonds. In the event of issuance of the Bonds as "book -entry -only" bonds, the
following provisions shall apply:
(a) The City and the Paying Agent and Registrar shall have no responsibility or
obligation to any broker-dealer, bank or other financial institution for which the Depository
holds Bonds as securities depository (each, a "Bond Participant") or to any person who is
an actual purchaser of a Bond from a Bond Participant while the Bonds are in book -entry
form (each, a `Beneficial Owner") with respect to the following:
(i) the accuracy of the records of the Depository, any nominees of the
Depository or any Bond Participant with respect to any ownership interest in the
Bonds,
(ii) the delivery to any Bond Participant, any Beneficial Owner or any
other person, other than the Depository, of any notice with respect to the Bonds,
including any notice of redemption (if applicable), or
(iii) the payment to any Bond Participant, any Beneficial Owner or any
other person, other than the Depository, of any amount with respect to the Bonds.
The Paying Agent and Registrar shall make payments with respect to the Bonds only to or
upon the order of the Depository or its nominee, and all such payments shall be valid and
effective fully to satisfy and discharge the obligations with respect to such Bonds to the
extent of the sum or sums so paid. No person other than the Depository shall receive an
authenticated Bond, except as provided in (e) below.
(b) Upon receipt by the Paying Agent and Registrar of written notice from the
Depository to the effect that the Depository is unable or unwilling to discharge its
responsibilities, the Paying Agent and Registrar shall issue, transfer and exchange Bonds
requested by the Depository in appropriate amounts. Whenever the Depository requests
the Paying Agent and Registrar to do so, the Paying Agent and Registrar will cooperate
with the Depository in taking appropriate action after reasonable notice (i) to arrange, with
the prior written consent of the City, for a substitute depository willing and able upon
reasonable and customary terms to maintain custody of the Bonds or (ii) to make available
Bonds registered in whatever name or names as the Beneficial Owners transferring or
exchanging such Bonds shall designate.
(c) If the City determines that it is desirable that certificates representing the
Bonds be delivered to the ultimate beneficial owners of the Bonds and so notifies the
Paying Agent and Registrar in writing, the Paying Agent and Registrar shall so notify the
Depository, whereupon the Depository will notify the Bond Participants of the availability
through the Depository of bond certificates representing the Bonds. In such event, the
Paying Agent and Registrar shall issue, transfer and exchange bond certificates
representing the Bonds as requested by the Depository in appropriate amounts and in
authorized denominations.
(d) Notwithstanding any other provision of this Ordinance to the contrary, so
long as any Bond is registered in the name of the Depository or any nominee thereof, all
payments with respect to such Bond and all notices with respect to such Bond shall be made
and given, respectively, to the Depository as provided in the Letter of Representations.
(e) Registered ownership of the Bonds may be transferred on the books of
registration maintained by the Paying Agent and Registrar, and the Bonds may be delivered
in physical form to the following:
(i) any successor securities depository or its nominee, or
(ii) any person, upon (A) the resignation of the Depository from its
functions as depository or (B) termination of the use of the Depository pursuant to
this Section (and the Paying Agent and Registrar's Agreement, if any).
(f) In the event of any partial redemption of a Bond unless and until such partially
redeemed bond has been replaced in accordance with the provisions of this Ordinance, the
books and records of the Paying Agent and Registrar shall govern and establish the
principal amount of such bond as is then outstanding and all of the Bonds issued to the
Depository or its nominee shall contain a legend to such effect.
If for any reason the Depository resigns and is not replaced, the City shall immediately provide a
supply of printed bond certificates, duly executed by manual or facsimile signatures of the Mayor
and City Clerk and sealed with the City's seal, for issuance upon the transfers from the Depository
and subsequent transfers or in the event of partial redemption (if applicable). In the event that such
supply of certificates shall be insufficient to meet the requirements of the Paying Agent and
Registrar for issuance of replacement certificates upon transfer or partial redemption (if
applicable), the City agrees to order printed an additional supply of such certificates and to direct
their execution by manual or facsimile signatures of its then duly qualified and acting Mayor and
City Clerk and by imprinting thereon or affixing thereto the City's seal. In case any officer whose
signature or facsimile thereof shall appear on any Bond shall cease to be such officer before the
delivery of such bond (including such certificates delivered to the Paying Agent and Registrar for
issuance upon transfer or partial redemption, if applicable), such signature or such facsimile
signature shall nevertheless be valid and sufficient for all purposes the same as if such officer or
officers had remained in office until the delivery of such bond. The Bonds shall not be valid and
binding on the City until authenticated by the Paying Agent and Registrar. Thereafter the Bonds
shall be delivered to the Paying Agent and Registrar for registration and authentication. Upon
execution, registration, and authentication of the Bonds, they shall be delivered to the City
Treasurer, who is authorized to deliver them to the Underwriter, as initial purchaser thereof. The
Bonds are to be sold to the Underwriter for a purchase price of not less than 98.5% of the principal
amount thereof (or in the alternative, for 100% of the principal amount thereof, if the Underwriter's
compensation is to be in the form of a fee payable to the Underwriter) plus accrued interest, if any,
thereon to date of payment and delivery, with such purchase price (or fee, as applicable) to be set
forth in the Designation. The Underwriter shall have the right to direct the registration of the
Bonds and the denominations thereof within each maturity, subject to the restrictions of this
Ordinance. Any of the Authorized Officers of the City are hereby authorized to execute and deliver
the Bond Purchase Agreement for and on behalf of the City. The City Clerk shall make and certify
a transcript of the proceedings of the Mayor and Council with respect to the Bonds which shall be
delivered to said purchaser. The Underwriter and its agents, representatives and the City's bond
counsel are hereby authorized to take such actions on behalf of the City as are necessary to
effectuate the closing of the issuance and sale of the Bonds, including without limitation,
authorizing the release of the Bonds by the Depository at closing.
Section 10. Application of Proceeds. The proceeds of the Bonds, including accrued
interest (if any), shall be applied concurrently with the delivery of the Bonds as follows:
(a) Any accrued interest received upon the issuance of the Bonds shall be
deposited into the Bond Payment Account established under Section 11 of this Ordinance
for credit to the applicable Debt Service Sub -account to be applied to make payment next
falling due for interest on the Bonds.
(b) An amount, if any, determined in the Designation (which may be $-0-, but
shall not be in excess of the maximum amount permitted to be maintained in a reserve fund
without yield restriction under applicable federal tax laws, to the extent applicable) shall
be applied to make a deposit into the sub -account for the Bonds in the Debt Service Reserve
Account as provided under the terms of Section 11 of this Ordinance.
(c) An amount sufficient (together with any other available funds to be
provided by the City, if any) to pay and redeem the Refunded Bonds to be refunded by the
Bonds shall be applied to the payment and redemption of such Refunded Bonds.
(d) The balance of the proceeds of the Bonds shall be held and applied to
payment of costs of issuing the Bonds, including but not limited to the Underwriter's fee
(if any).
Any amounts remaining from such proceeds after all issuance costs have been paid in full shall be
deposited to the applicable series sub -account in the Bond Payment Account and applied to make
payments of interest next falling due with respect to the Bonds.
Section 11. Pledge of Revenues. The revenues and earnings of the Water System are
hereby pledged and hypothecated for the payment of the Bonds, the Outstanding Parity Bonds and
any Additional Bonds and interest on such Bonds, such Outstanding Parity Bonds and any such
Additional Bonds, and the City does hereby agree with the holders of said Bonds and Additional
Bonds as follows:
(a) BLAIR WATER SYSTEM FUND - The entire gross revenues and income
derived from the operation of the Water System, including pledges and appropriations from
other sources, shall be set aside as collected and deposited in a separate fund previously
established (and hereby affirmed) and designated as the "Blair Water System Fund." For
purposes of allocating the monies in the Blair Water System Fund, the City shall maintain
the following accounts: (1) Bond Payment Account (with sub -accounts therein); (2)
Operation and Maintenance Account; (3) Debt Service Reserve Account (with sub -
accounts therein); and (4) Retained Revenues Account.
(b) BOND PAYMENT ACCOUNT - Out of the Blair Water System Fund there
shall be credited monthly on or before the first day of each month, commencing with the
first day of the month following the month the Bonds are issued (the "Initial Deposit Date")
to the Bond Payment Account, the following amounts:
(1) Commencing on the Initial Deposit Date, and continuing on the
corresponding day of each month thereafter, an amount which, when combined
with additional equal monthly amounts to be deposited pursuant to this
subparagraph prior to the next falling Interest Payment Date, will be sufficient to
provide funds to pay the installment of interest due with respect to the Bonds on
such Interest Payment Date; and
(2) Commencing on the Initial Deposit Date, and continuing on the
corresponding day of each month thereafter, an amount which, when combined
with additional equal monthly amounts to be deposited pursuant to this
subparagraph prior to the next principal maturity date (or mandatory sinking fund
redemption date, if applicable) with respect to the Bonds will be sufficient to
provide funds to pay such maturing principal amount (or make such mandatory
sinking fund redemption payment, if applicable) on such date; and
(3) during such periods and in such amounts, all such payments are as
required under the terms of the Outstanding Parity Bonds Ordinances with respect
to the Outstanding Parity Bonds.
The City Treasurer is hereby authorized and directed, without further authorization, to
withdraw monies credited to the Bond Payment Account, or if the monies in such Account
are insufficient, then from the Debt Service Reserve Account and next from the Retained
Revenues Account, an amount sufficient to pay, when due, the principal of and interest on
the Bonds, the Outstanding Parity Bonds and any Additional Bonds and to transfer the
appropriate amounts due to the respective direct payees and the respective paying agent (as
the case may be) for the Bonds, the Outstanding Parity Bonds and any issues of Additional
Bonds on or before each principal and interest payment date. Upon the issuance of any
Additional Bonds pursuant to this Ordinance, appropriate additional credits to the Bond
Payment Account shall be provided for sufficient to pay principal and interest on said
Additional Bonds.
(c) OPERATION AND MAINTENANCE ACCOUNT - After any credits
required to be made by the foregoing subparagraph (b) have been made in full, out of the
Blair Water System Fund there shall be monthly credited into the Operation and
Maintenance Account such amounts as the City shall from time to time determine to be
necessary to pay the reasonable and necessary expenses of operating and maintaining the
Water System, and the City may withdraw funds credited to the Operation and Maintenance
Account as necessary from time to time to pay such expenses. As an operational expense
the City shall pay any and all administrative fees required to be paid to NDEQ in connection
with those of the Outstanding Parity Bonds which have been issued to NDEQ.
(d) DEBT SERVICE RESERVE ACCOUNT - Within the Debt Service
Reserve Account there shall be established separate sub -accounts for each series of bonds
payable on a parity from the revenues of the Water System including the Bonds and the
Outstanding Parity Bonds and any Additional Bonds, as shall have been or shall be deemed
appropriate by the Mayor and Council in connection with each such issue.
(i) For the Outstanding Parity Bonds, the following sub -accounts in the
Debt Service Reserve Account have been established under the terms of the
Outstanding Parity Bonds Ordinances:
(A)
2010
Bond: None
(B)
2010B Bonds: $648,672.50
(C)
2016
Bonds: $437,100.68
(D)
2017
Bonds: $200,000.00
(E)
2018
Bonds: None
(ii) For the Bonds there is hereby ordered established a 2018C Debt
Service Reserve Sub -account into which there shall be deposited, from funds held
in a debt service reserve sub -account for the Refunded Bonds, the amount of
$664,500.00 (or such other amount as provided in the Designation).
Monies credited to the 2018C Debt Service Reserve Sub -account may be withdrawn, as
needed, to provide funds to pay when due the principal of and interest on the associated
series of Bonds, if the Bond Payment Account contains insufficient funds for such purpose,
and the City Treasurer is hereby authorized and directed to make such withdrawal if and
when needed. The 2018C Debt Service Reserve Sub -account is established with respect to
and shall be maintained for the security of the Bonds only. In the event of any withdrawal
from the 2018C Debt Service Reserve Sub -account but subject to allocation among other
sub -accounts in the Debt Service Reserve Account as described below, there shall be
credited to the 2018C Debt Service Reserve Sub -account in the month following such
withdrawal all monies in the Blair Water System Fund remaining after making the
payments required to be made in such month to the Bond Payment Account and the
Operation and Maintenance Account and each month thereafter all such remaining monies
shall be credited to the 2018C Debt Service Reserve Sub -account until such sub -account
has been restored to the required balance. In issuing any series of Additional Bonds a
separate sub -account in the Debt Service Reserve Account may be established for such
series of Additional Bonds but is not required under the terms of this Ordinance. The
balance in any such additional sub -account may be funded from monies on hand or from
periodic deposits from revenues in the Blair Water System Fund or from the proceeds of
such Additional Bonds. Each sub -account in the Debt Service Reserve Account shall be
of equal standing with each other sub -account in the Debt Service Reserve Account and
available monies from the Blair Water System Fund required to be credited to each such
sub -account at any time shall be allocated on a pro rata basis between sub -accounts then
requiring credits in accordance with the respective unpaid principal amounts then
outstanding for each such issue for which there is a sub -account requiring credits. Each
sub -account in the Debt Service Reserve Account shall constitute a separate fund held in
trust by the City Treasurer for the separate benefit of the issue of bonds for which it is
established. Anything in this Subsection 11(d) to the contrary notwithstanding, the amount
required to be maintained in the Debt Service Reserve Account or any sub -account therein
shall not at any time exceed the maximum amount permitted to be invested without yield
restriction under Section 148 of the Code or any successor provision or related statutory
limitation and applicable regulations of the United States Treasury Department.
(e) RETAINED REVENUES ACCOUNT Monies in the Blair Water System
Fund remaining after the credits required in the foregoing Subsections (b), (c) and (d) shall
be credited to the Retained Revenues Account. Monies in the Retained Revenues Account
may be used to make up any deficiencies in any of the preceding Accounts, to retire any of
the Bonds, the Outstanding Parity Bonds or any Additional Bonds prior to their maturity,
to pay principal of and interest on any junior lien water system revenue bonds or notes or
to provide for any other lawful purpose of the City as directed by the Mayor and City
Council.
The provisions of this Section 11 shall require the City to maintain a set of books and records in
accordance with such accounting methods and procedures as are generally applicable to municipal
utility enterprises, which books and records shall show credits to and expenditures from the several
Accounts required by this Section. Except as specified below for the Debt Service Reserve
Account, the City shall not be required to establish separate bank or investment accounts for said
Accounts. Monies credited to the Debt Service Reserve Account or any sub -account therein shall,
if maintained in a demand or time deposit account, be kept in a separate account and not
commingled with other City or Water System funds. If invested, monies credited to the Debt
Service Reserve Account or any sub -account therein may be commingled with other City funds,
including Water System funds, so long as the City maintains books and records clearly identifying
the specific investments, or portions thereof, which belong to the Debt Service Reserve Account
and specific sub -account therein. Monies in any of said Accounts except the Debt Service Reserve
Account may be invested in permissible investments for a City of the class to which the City of
Blair belongs as of the time of such investment. Monies in the Debt Service Reserve Account or
any sub -account therein may be invested in Deposit Securities or in certificates of deposit, savings
accounts or other interest bearing accounts in banks which are members of the Federal Deposit
Insurance Corporation, except that whenever the amount so deposited exceeds the amount of the
F.D.I.C. insurance available thereon, the excess shall be secured in the manner required by Section
16-715 R.R.S. Neb. 2012. Investments made from or attributable, in whole or in part, to the Debt
Service Reserve Account shall mature or be redeemable at the option of the holder, without
penalty, in not more than ten years. Investments made from or attributable to the Bond Payment
Account shall mature or be redeemable at the option of the holder by no later than the time monies
are required for payments due from such account. Income from or profit realized from investment
for any Account shall be credited to such Account until such Account contains any amount then
required to be therein, and thereafter such income or profit shall be transferred to the Blair Water
System Fund and treated as other revenues from the operation of the Water System.
The pledge of the revenues and earnings of the Water System provided for in this
Ordinance for the Bonds, the Outstanding Parity Bonds and any Additional Bonds, subject to the
right of the City to issue Additional Bonds as provided in this Ordinance and the Outstanding
Parity Bonds Ordinances, is intended as a first and prior pledge of, lien on and security interest in
such revenues and earnings for the payment of principal of and interest on the Bonds, the
Outstanding Parity Bonds and any Additional Bonds, superior to any pledge or promise made with
respect to any other indebtedness of the City as to its Water System, and is intended to be a full
exercise of the powers of the City provided for in Sections 18-1803 to 18-1805, R.R.S. Neb. 2012,
as amended, with respect to its Water System.
Section 12. Establishment of Rates and Charges. So long as any of the Bonds, the
Outstanding Parity Bonds and any Additional Bonds issued pursuant to this Ordinance shall remain
outstanding and unpaid, the City covenants and agrees to establish, revise, from time to time as
necessary, and collect such rates and charges for the water and water service furnished from the
Water System adequate to produce revenues and earnings sufficient at all times:
(a) To provide funds to pay, when due, the principal of and interest on the
Bonds, the Outstanding Parity Bonds and any Additional Bonds issued pursuant to this
Ordinance.
(b) To pay all proper and necessary costs of operation and maintenance of the
Water System and to pay for the necessary and proper repairs, replacements, enlargements,
extensions and improvements to the Water System, including payment as the same fall due
of any administrative fees related to any Outstanding Parity Bonds held by NDEQ.
(c) To provide funds sufficient to make the credits into the Accounts and at the
times and in the amounts required by Section 11 of this Ordinance.
(d) To maintain Net Revenues in each fiscal year adopted by the City for the
Water System in an amount not less than 1.25 times the total amount of principal paid or
payable (exclusive of any principal redeemed prior to maturity other than principal
redeemed pursuant to a schedule of mandatory redemptions) and interest falling due during
such fiscal year on the Bonds, the Outstanding Parity Bonds and any Additional Bonds
issued pursuant to this Ordinance.
Section 13. Additional Bonds. To provide funds for any purpose related to the Water
System, the City may issue Additional Bonds (other than Additional Bonds issued for refunding
purposes which are governed by Section 14 of this Ordinance) payable from the revenues of the
Water System having equal priority and on a parity with the Bonds, the Outstanding Parity Bonds
and any Additional Bonds then outstanding, only upon compliance with the following conditions:
(a) Such Additional Bonds shall be issued only pursuant to an ordinance which
shall provide for an increase in the monthly credits into the Bond Payment Account in
amounts sufficient to pay, when due, the principal of and interest on the Bonds, the
Outstanding Parity Bonds and any Additional Bonds then outstanding and the proposed
Additional Bonds.
(b) The City shall have complied with one or the other of the two following
requirements:
1) The Net Revenues derived by the City from its Water System for the
fiscal year next preceding the issuance of the Additional Bonds shall have been at
least equal to 1.30 times the Average Annual Debt Service Requirements of the
Bonds, the Outstanding Parity Bonds and any Additional Bonds, all as then
outstanding, and of the proposed Additional Bonds; or
2) The City shall have received a projection made by a consulting
engineer or firm of consulting engineers, or by a certified public account or firm of
certified public accounts (either one of which shall be recognized as having
experience and expertise in municipal utility systems) projecting that the Net
Revenues of the Water System in each of the three full fiscal years after the
issuance of such Additional Bonds will be at least equal to 1.35 times the Average
Annual Debt Service Requirements of the Bonds, the Outstanding Parity Bonds
and any Additional Bonds, all as then outstanding, and of the proposed Additional
Bonds. In making such projection, the consulting engineer or accountant shall use
as a basis the Net Revenues of the Water System during the last fiscal year for
which an independent audit has been prepared and shall adjust such Net Revenues
as follows: (A) to reflect changes in rates which have gone into effect since the
beginning of the fiscal year for which the audit was made, (B) to reflect such
engineer's or accountant's estimate of the net increase over or net decrease under
the Net Revenues of the Water System for the fiscal year for which the audit was
made by reason of. (i) changes of amounts payable under existing contracts for
services; (ii) additional general income from sales to customers under existing rate
schedules for various classes of customers or as such schedules may be revised
under a program of changes which has been adopted by the Mayor and Council of
the City; (iii) projected revisions in costs for labor, wages, salaries, machinery,
equipment, supplies and other operational items; (iv) revisions in the amount of
service to be supplied and any related administrative or other costs associated with
such increases due to increased supply from the acquisition of any new facility; (v)
anticipated receipts from service to any additional customer or customers for the
Water System; and (vi) such other factors affecting the projections of revenues and
expenses as the consulting engineer or accountant deems reasonable and proper.
Annual debt service on any proposed Additional Bonds to be issued may be
estimated by the consulting engineer or certified public accountant in projecting
Average Annual Debt Service Requirements, but no Additional Bonds shall be
issued requiring any annual debt service payment in excess of the amount so
estimated by the consulting engineer or certified public accountant in any final
projections furnished to the City.
If the City shall find it desirable it shall also have the right when issuing Additional Bonds to
combine with its Water System any other utilities of the City authorized to be combined under
Sections 19-1305 through 19-1308 or 18-1803 through 18-1805 R.R.S. Neb. 2012, and to cause
all of the revenues of such combined utilities systems to be paid into the Blair Water System Fund,
which fund may be appropriately redesignated, and to provide that all of the Bonds, Outstanding
Parity Bonds and any Additional Bonds previously issued, all as then outstanding, and the
proposed issue of Additional Bonds shall be payable from the revenues of such combined utilities
and shall stand on a parity and in equality as to security and payment, provided, however, no utility
shall be combined with the Water System as contemplated in this paragraph unless the conditions
of subsection 13(a) shall have been satisfied and the Net Revenues of the combined utilities
systems shall satisfy one or the other of the requirements for Additional Bonds provided in
subsection 13(b) above. For purposes of meeting such requirements, the definition of Net
Revenues shall be altered to include the gross revenues of the additional utility or utilities and to
take into consideration ordinary expenses of operating and maintaining the additional utility or
utilities. In making any projections the consulting engineer or certified public accountant shall take
into consideration the factors described in 13(b)(2) above with respect to such additional utility or
utilities. Net Revenues of the additional utility or utilities shall be based upon the report or reports
of independent certified public accountants in the same manner as is required under subsection
13(b) above.
Section 14. RefundingBonds. The City may issue refunding bonds, which shall qualify
as Additional Bonds under this Section 14:
(a) to refund any Bonds, the Outstanding Parity Bonds or Additional Bonds
without compliance with the provisions of subsection 13(b) above, provided that, if any
such Bonds, Outstanding Parity Bonds or Additional Bonds are to remain outstanding after
the issuance of such refunding bonds, the principal payments due in any calendar year in
which those bonds which are to remain outstanding mature, or in any calendar year prior
thereto, shall not be increased over the amount of such principal payments due in such
calendar years immediately prior to such refunding.
(b) to refund any Bonds, any Outstanding Parity Bonds or Additional Bonds
then outstanding, provided, that if any such Bonds, Outstanding Parity Bonds or Additional
Bonds then outstanding are to remain outstanding after the application of the proceeds of
the refunding bonds to the payment of the bonds which are to be refunded, such issuance
must comply with the Net Revenues test set forth in Subsection 13(b)(1) of this ordinance
and, if the proceeds of such refunding bonds are not to be applied immediately to the
satisfaction of the bonds which are to be refunded, then such refunding bonds must provide
by their terms that they shall be junior in lien to all Bonds, Outstanding Parity Bonds and
any Additional Bonds outstanding at the time of issuance of such refunding bonds until the
time of application of their proceeds to the satisfaction of the bonds which are to be
refunded. In computing Average Annual Debt Service Requirements to show compliance
with said Net Revenues test for such refunding bonds, all payments of principal and interest
due on such refunding bonds from the time of their issuance to the time of application of
the proceeds of such refunding bonds to the satisfaction of the bonds which are to be
refunded shall be excluded from such computation to the extent that such principal and
interest are payable from sources other than the revenues of the Water System, such as
bond proceeds or investment earnings on bond proceeds, or from monies in the Retained
Revenues Account, and all payments of principal and interest due on the bonds which are
to be refunded from and after the time of such application shall also be excluded. For
purposes of this paragraph of this Section 14, the time of application of the proceeds of the
refunding bonds to the satisfaction of the bonds which are to be refunded shall be the time
of deposit with the paying agent for such bonds which are to be refunded pursuant to
Section 10-126 R.R.S. Neb. 2012 (or any successor statutory provision thereto) or the time
when such bonds which are to be refunded under the terms of their authorizing ordinance
or ordinances are no longer deemed to be outstanding, whichever occurs sooner.
Section 15. Reservation of Rights to Issue Junior Lien Bonds. The City hereby
covenants and agrees that so long as any of the Bonds, the Outstanding Parity Bonds and any
Additional Bonds are outstanding, it will not issue any bonds or notes payable from the revenues
of the Water System except in accordance with the provisions of this Ordinance, provided,
however, the City reserves the right to issue bonds or notes which are junior in lien to the Bonds,
the Outstanding Parity Bonds and any such Additional Bonds with the principal and interest of
such bonds or notes to be payable from monies credited to the Retained Revenues Account as
provided in Subsection 11(e). The term "Additional Bonds" as used in this ordinance refers only
to such bonds as are payable from the revenues of the Water System on a parity with the Bonds
and the Outstanding Parity Bonds and are issued in accordance with the terms of said Sections 13
and 14.
Section 16. Additional Covenants and Agreements. So long as any of the Bonds, the
Outstanding Parity Bonds or Additional Bonds are outstanding, the City hereby covenants and
agrees as follows:
(a) The City will maintain the Water System in good condition and will
continuously operate the same in a reasonable and efficient manner, and the City will
punctually perform all the duties with reference to said system required by the Constitution
and statutes of the State of Nebraska, but this covenant shall not prevent the City from
discontinuing the use and operation of all or any portion of the Water System so long as
the revenues derived from the City's ownership of the properties constituting the Water
System shall be sufficient to fulfill this City's obligations under Section 12 of this
Ordinance.
(b) The City will not grant any franchise or right to any person, film or
corporation to own or operate a water system in competition with that owned by the City.
(c) The City will maintain insurance on the property constituting the Water
System (other than such portions of the system as are not normally insured against loss by
casualty) in the amounts and against the risks customarily carried by similar utilities, but
including fire and extended coverage insurance in an amount which would enable the City
to repair, restore or replace the property damaged to the extent necessary to make the Water
System operable in an efficient and proper manner to carry out the City's obligations under
this Ordinance. The Mayor and Council shall annually, within one month after the end of
each fiscal year adopted by the City for the Water System examine the amount of insurance
carried with respect to the Water System and shall evidence approval of such insurance by
resolution. The proceeds of any such insurance received by the City shall be used to repair,
replace or restore the property damaged or destroyed to the extent necessary to make the
Water System operable in an efficient and proper manner, and any amount of insurance
proceeds not so used shall be credited to the Retained Revenues Account. In the event of
any such insured casualty loss, the City may advance funds to make temporary repairs or
provide for an advance on costs of the permanent repair, restoration or replacement from
the Operation and Maintenance Account and any such advances shall be repaid from
insurance proceeds received. The City agrees to obtain and maintain so long as any of the
Bonds are outstanding, as and to the extent available from insurance carriers authorized to
provide insurance in the State of Nebraska, business interruption insurance or loss of
earnings insurance providing a commercially reasonable monthly coverage amount for a
covered period of not less than six months (subject to actual loss experience).
(d) The City will keep proper books, records and accounts separate from all
other records and accounts in which complete and correct entries will be made of all
transactions relating to the Water System. The City will have its operating and financial
statements relating to the Water System audited annually by a certified public accountant
or firm of certified public accountants. The City will furnish to the original purchaser of
the Bonds and to the original purchaser or purchasers of each series of Additional Bonds
issued hereunder, within six months after the end of each fiscal year of the Water System,
a copy of the financial statements of the Water System and the report thereon of the certified
public accountants.
(e) The City shall cause each person handling any of the monies in the Blair
Water System Fund to be bonded by an insurance company licensed to do business in
Nebraska in an amount or amounts deemed sufficient to cover at all times the maximum
amount of money belonging to the Water System in the possession or control of any such
person. The amount of such bond or bonds shall be fixed by the Mayor and Council and
the costs thereof shall be paid as an operating and maintenance expense from the Operation
and Maintenance Account.
(f) So long as the City is current with all payments or credits required to be
made under Section 11 hereof and is also in compliance with the covenants of Section 12
hereof, the City may pay for water service used by it at such rate or rates as shall be
determined by the Mayor and Council. In the event that the City is not in compliance with
the provisions of said Sections 11 and 12 hereof, the City shall be required to pay for water
service used by it at the rate or rates applicable to such usage as fixed by the City's water
rate ordinances then in effect.
(g) The City covenants and agrees for the benefit of the registered owners of
the Bonds that it will observe all contractual obligations provided for in the Outstanding
Parity Bonds Ordinances and any agreement or agreements relating to Outstanding Parity
Bonds representing loans fiom NDEQ.
(h) The City agrees that so long as the Bonds are outstanding and unpaid it will
keep in force and effect the Cargill Contract and will not amend the provisions thereof in
any manner which reduces amounts payable thereunder to any level which would cause the
City to be in violation of the provisions of Section 12 of this Ordinance; further, the City is
hereby authorized to enter into any and all amendments or modifications of the Cargill
Contract as may be necessary or appropriate for such purposes.
Section 17. Bonds No Longer Outstanding. The City's obligations under this Ordinance
and the liens, pledges, covenants, and agreements of the City herein made or provided for, shall
be fully discharged and satisfied as to the Bonds issued pursuant to this Ordinance and any such
bonds shall no longer be deemed outstanding hereunder if such bonds shall have been purchased
and canceled by the City, or when payment of the principal of and interest thereon to the respective
date of maturity or redemption (a) shall have been made or caused to be made in accordance with
the terms thereof; or (b) shall have been provided for by depositing with a national or state bank
having trust powers, or trust company, in trust solely for such payment (1) sufficient money to
make such payment or (2) Deposit Securities in such amount and bearing interest at such rates and
payable at such time or times and maturing or redeemable at stated fixed prices at the option of the
holder as to principal at such time or times as will ensure the availability of sufficient money to
make such payment; provided, however, that with respect to any bond to be paid prior to maturity,
the City shall have duly given notice of redemption of such bonds as provided by law or made
irrevocable provisions for the giving of such notice. Any such money so deposited with a bank or
trust company may be invested and reinvested in Deposit Securities at the direction of the City,
and all interest and income from such Deposit Securities in the hands of such bank or trust
company in excess of the amount required to pay principal of and interest on the bonds for which
such monies were deposited, shall be paid over to the City as and when collected. For purposes of
this Section 17, any Deposit Securities shall be non -callable or callable only at the option of the
holder.
Section 18. Modification of Ordinance. The terms and provisions of this Ordinance do
and shall constitute a contract between the City of Blair and the registered owners of the Bonds
and no changes, variations or alterations of any kind, except for changes necessary to cure any
ambiguity, formal defect or omission, shall be made to this Ordinance without the written consent
of the registered owners of two-thirds (2/3rds) in principal amount of the Bonds then outstanding,
provided, however, that neither the principal and interest to be paid upon any bond or the maturity
date of any bond shall be changed without the written consent of all registered owners of the Bonds
then outstanding affected thereby. The registered owner of any Bond or Bonds may, either in law
or in equity, by suit, action, mandamus or other proceeding, enforce or compel performance of any
and all of the acts and duties required by this Ordinance, and any court of competent jurisdiction
may, after default in payment of principal or interest or performance of any other obligations under
this Ordinance, on application of any such holder, appoint a receiver to take charge of the Water
System and operate the same and apply the earnings thereof to the payment of the principal of and
interest on bonds issued pursuant to this Ordinance in accordance with the provisions hereof, the
provisions of the Outstanding Parity Bonds Ordinances and any ordinance authorizing Additional
Bonds.
Section 19. General Authority. Each Authorized Officer is hereby authorized to do all
things and execute all such documents as may by them be deemed necessary and proper to
complete the issuance and sale of the Bonds as contemplated by this Ordinance.
Section 20. Tax Covenants. The City hereby covenants and agrees that the City will make
no use of the proceeds of the Bonds, including monies held in any sinking fund for such Bonds,
which would cause any of the Bonds to be arbitrage bonds within the meaning of Sections 103(b)
and 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and further covenants to
comply with said Sections 103(b) and 148 and all applicable regulations thereunder throughout
the term of said bond issue. The City will take all actions necessary under the Code to maintain
the tax exempt status (as to taxpayers generally but not with respect to any "substantial user" or
"related person" as defined in Section 147 of the Code) of interest payable on the Bonds, including
payment of any rebate amount required under Section 148 of the Code. The officers of the City
(or any one or more of them) are hereby authorized to make, execute and deliver (as appropriate)
any allocations, certifications (including tax compliance agreements and/or tax certificates in the
form or forms proposed by bond counsel, the provisions of which shall be deemed representations
and warranties of the City fully as if set forth in this Ordinance), elections and filings deemed
necessary in connection with the maintaining the status of interest on Bonds as excludable from
gross income under the Code.
Section 21. Continuing Disclosure. In accordance with the requirements of Rule 15c2-12
of the Securities Exchange Act of 1934, as amended (the "Rule") promulgated by the Securities
and Exchange Commission, the City, being the only "obligated person" with respect to the Bonds,
agrees that it will provide the following continuing disclosure information to the Municipal
Securities Rulemaking Board (the "MSRB") in an electronic format as prescribed by the MSRB:
(a) not later than seven (7) months after the end of each fiscal year of the City (the
"Delivery Date"), financial information or operating data for the City of the type
accompanying the audited financial statements of the City entitled "Management's
Discussion and Analysis" ("Annual Financial Information");
(b) when and if available prior to the Delivery Date, audited financial statements
for the City ("Audited Financial Statements"); audited financial information shall be
prepared on the basis of generally accepted accounting principles; and
(c) in a timely manner not in excess of ten (10) business days after the occurrence
of the event, notice of the occurrence of any of the following events with respect to the
Bonds:
(1) principal and interest payment delinquencies;
(2) non-payment related defaults, if material;
(3) unscheduled draws on debt service reserves reflecting financial
difficulties;
(4) unscheduled draws on credit enhancements reflecting financial
difficulties;
(5) substitution of credit or liquidity providers, or their failure to perform;
(6) adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form
5701-TEB) or other material notices or determinations with respect to the tax status
of the Bonds, or other material events affecting the tax status of the Bonds;
(7) modifications to rights of the holders of the Bonds, if material;
(8) bond calls, if material, and tender offers;
(9) defeasances;
(10) release, substitution, or sale of property securing repayment of the
Bonds, if material;
(11) rating changes;
(12) bankruptcy, insolvency, receivership or similar events of the City (this
event is considered to occur when any of the following occur: the appointment of a
receiver, fiscal agent or similar officer for the City in a proceeding under the U.S.
Bankruptcy Code or in any other proceeding under state or federal law in which a
court or governmental authority has assumed jurisdiction over substantially all of
the assets or business of the City, or if such jurisdiction has been assumed by
leaving the existing governing body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement or liquidation
by a court or governmental authority having supervision or jurisdiction over
substantially all of the assets or business of the City);
(13) the consummation of a merger, consolidation, or acquisition involving
the City or the sale of all or substantially all of the assets of the City, other than in
the ordinary course of business, the entry into a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms, if material; and
(14) appointment of a successor or additional trustee or the change of name
of a trustee, if material.
(d) in a timely manner, notice of any failure on the part of the City to provide
Annual Financial Information or Audited Financial Statements to the extent available not
later than the Delivery Date.
The City has not undertaken to provide notice of the occurrence of any other event, except
the events listed above.
The City agrees that all documents provided to the MSRB under the terms of this continuing
disclosure undertaking shall be in such electronic format and accompanied by such identifying
information as shall be prescribed by the MSRB. The City reserves the right to modify from time
to time the specific types of information provided or the format of the presentation of such
information or the accounting methods in accordance with which such information is presented,
to the extent necessary or appropriate in the judgment of the City, consistent with the Rule. The
City agrees that such covenants are for the benefit of the registered owners of the Bonds (including
Beneficial Owners) and that such covenants may be enforced by any registered owner or Beneficial
Owner, provided that any such right to enforcement shall be limited to specific enforcement of
such undertaking and any failure shall not constitute an event of default under the Ordinance. The
continuing disclosure obligations of the City, as described above, shall cease when none of the
Bonds remain outstanding.
Section 22. Severability. If any section, paragraph, clause or provision of this
Ordinance shall be held invalid, the invalidity of such section, paragraph, clause or provision shall
not affect any of the other provisions of this Ordinance.
Section 23. Official Statement. The Authorized Officers each are hereby authorized to
approve and deem final on behalf of the City a Preliminary Official Statement and to approve a
final Official Statement with any changes deemed appropriate by them.
Section 24. Public Hearing; Other Matters. The City Clerk is hereby directed to set the
time and place for a hearing on the issuance of the Bonds and to publish notice of such hearing for
purposes of complying with the requirements of Section 147(f) of the Code. Such public hearing
may be conducted at a date and time to be determined by an Authorized Officer and may, in the
discretion of such Authorized Officer, be conducted either before the Mayor or the City Council
as a whole. The Authorized Officers are further authorized to take any and all actions necessary
or appropriate in connection with the establishment of the tax status of the Bonds.
Section 25. Publication in Pamphlet Form. This Ordinance shall be published in
pamphlet form and shall take effect according to law. This Ordinance is hereby determined to be
a measure necessary to carry out the City's contractual obligations as provided for in the Bonds
and shall be in force and take effect from and after its passage and approval according to law.
Section 26. Compliance. In order to promote compliance with certain federal tax and
securities laws relating to the bonds herein authorized (as well as other outstanding bonds) the policy
and procedures attached hereto as Exhibit "A" (the "Post -Issuance Compliance Policy and
Procedures") are hereby adopted and approved in all respects. To the extent that there is any
inconsistency between the attached Post -Issuance Compliance Policy and Procedures and any similar
policy or procedures previously adopted and approved, the Post -Issuance Compliance Policy and
Procedures shall control.
[NO FURTHER TEXT ON THIS PAGE]
PASSED AND APPROVED this 14th day of August, 2018.
Jame alph, Mayor
ATTEST:
L6 2 G Bl l
Brenda Wheeler, City Clerk
(S E A L)
Motion for adj ournment was duly made, seconded and on roll call vote was declared duly adopted by
the Mayor.
Exhibit A
Policy and Procedures
Federal Tax Law and Disclosure Requirements for
Tax-exempt Bonds and/or Tax Advantaged Bonds
ISSUER NAME: The City of Blair, Nebraska
COMPLIANCE OFFICER (BY TITLE):City Administrator
POLICY
It is the policy of the Issuer identified above (the "Issuer") to comply with all Federal tax requirements and securities
law continuing disclosure obligations for its obligations issued as tax-exempt bonds (or as tax credit, direct pay subsidy
or other tax -advantaged bonds, as applicable) to ensure, as applicable (a) that interest on its tax-exempt bonds remains
exempt from Federal income tax, (b) that the direct payments or tax credits associated with its bonds issued as tax
advantaged bonds are received in a timely manner and (c) compliance with any continuing disclosure obligations of
the Issuer with respect to its outstanding bonds.
PROCEDURES
Compliance Officer. Review of compliance with Federal tax requirements and securities law continuing disclosure
obligations as generally outlined below shall be conducted by the Compliance Officer identified above (the
"Compliance Officer"). To the extent more than one person has been delegated specific responsibilities, the
Compliance Officer shall be responsible for ensuring coordination of all compliance review efforts.
Training. The Compliance Officer shall evaluate and review educational resources regarding post -issuance
compliance with Federal tax and securities laws, including periodic review of resources published for issuers of tax-
exempt obligations by the Internal Revenue Service (either on its website at htlp://www.irs.gov/taxexcmptbon , or
elsewhere) and the Municipal Securities Rulemaking Board (either on its Electronic Municipal Market Access website
["EMMA"] at hqp://www.emma.msrb.org, or elsewhere).
Compliance Review. A compliance review shall be conducted at least annually by or at the direction of the Compliance
Officer. The review shall occur at the time the Issuer's annual audit takes place, unless the Compliance Officer
otherwise specifically determines a different time period or frequency of review would be more appropriate.
Scope of Review.
Document Review. At the compliance review, the following documents (the "Bond Documents") shall be reviewed
for general compliance with covenants and agreements and applicable regulations with respect to each outstanding
bond issue:
(a) the resolution(s) and/or ordinance(s), as applicable, adopted by the governing body of the Issuer authorizing the
issuance of its outstanding bonds, together with any documents setting the final rates and terms of such bonds
(the "Authorizing Proceedings"),
(b) the tax documentation associated with each bond issue, which may include some or all of the following (the "Tax
Documents"):
(i) covenants, certifications and expectations regarding Federal tax requirements which are described in the
Authorizing Proceedings;
(ii) Form 8038 series filed with the Internal Revenue Service;
(iii) tax certificates, tax compliance agreements, tax regulatory agreement or similar documents;
(iv) covenants, agreements, instructions or memoranda with respect to rebate or private use;
(v) any reports from rebate analysts received as a result of prior compliance review or evaluation efforts; and
(vi) any and all other agreements, certificates and documents contained in the transcript associated with the
Authorizing Proceedings relating to federal tax matters.
(c) the Issuer's continuing disclosure obligations, if any, contained in the Authorizing Proceedings or in a separate
agreement (the "Continuing Disclosure Obligations"), and
(d) any communications or other materials received by the Issuer or its counsel, from bond counsel, the underwriter
or placement agent or its counsel, the IRS, or any other material correspondence relating to the tax-exempt status
of the Issuer's bonds or relating to the Issuer's Continuing Disclosure Obligations.
Use and Timely Expenditure of Bond Proceeds. Expenditure of bond proceeds shall be reviewed by the Compliance
Officer to ensure (a) such proceeds are spent for the purpose stated in the Authorizing Proceedings and as described
in the Tax Documents and (b) that the proceeds, together with investment earnings on such proceeds, are spent within
the timeframes described in the Tax Documents, and (c) that any mandatory redemptions from excess bond proceeds
are timely made if required under the Authorizing Proceedings and Tax Documents.
Arbitrage Yield Restrictions and Rebate Matters. The Tax Documents shall be reviewed by the Compliance Officer
to ensure compliance with any applicable yield restriction requirements under Section 148(a) of the Internal Revenue
Code (the "Code") and timely calculation and payment of any rebate and the filing of any associated returns pursuant
to Section 148(f) of the Code. A qualified rebate analyst shall be engaged as appropriate or as may be required under
the Tax Documents.
Use of Bond Financed Property. Expectations and covenants contained in the Bond Documents regarding private use
shall be reviewed by the Compliance Officer to ensure compliance. Bond -financed properties shall be clearly
identified (by mapping or other reasonable means). Prior to execution, the Compliance Officer (and bond counsel, if
deemed appropriate by the Compliance Officer) shall review (a) all proposed leases, contracts related to operation or
management of bond -financed property, sponsored research agreements, take -or -pay contracts or other agreements or
arrangements or proposed uses which have the potential to give any entity any special legal entitlement to the bond -
financed property, (b) all proposed agreements which would result in disposal of any bond -financed property, and (c)
all proposed uses of bond -financed property which were not anticipated at the time the bonds were issued. Such
actions could be prohibited by the Authorizing Proceedings, the Tax Documents or Federal tax law.
Continuing Disclosure. Compliance with the Continuing Disclosure Obligations with respect to each bond issue shall
be evaluated (a) to ensure timely compliance with any annual disclosure requirement, and (b) to ensure that any
material events have been properly disclosed as required by the Continuing Disclosure Obligation.
Record Keeping. If not otherwise specified in the Bond Documents, all records related to each bond issue shall be
kept for the life of the indebtedness associated with such bond issue (including all tax-exempt refundings) plus six (6)
years.
Incorporation of Tax Documents. The requirements, agreements and procedures set forth in the Tax Documents, now
or hereafter in existence, are hereby incorporated into these procedures by this reference and are adopted as procedures
of the Issuer with respect to the series of bonds to which such Tax Documents relate.
Consultation Regarding Questions or Concerns. Any questions or concerns which arise as a result of any review by
the Compliance Officer shall be raised by the Compliance Officer with the Issuer's counsel or with bond counsel to
determine whether non-compliance exists and what measures should be taken with respect to any non-compliance.
VCAP and Remedial Actions. The Issuer is aware of (a) the Voluntary Closing Agreement Program (known as
"VCAP") operated by the Internal Revenue Service which allows issuers under certain circumstances to voluntarily
enter into a closing agreement in the event of certain non-compliance with Federal tax requirements and (b) the
remedial actions available to issuers of certain bonds under Section 1.141-12 of the Income Tax Regulations for private
use of bond financed property which was not expected at the time the bonds were issued.