2114ORDINANCE NO. 21 114
AN ORDINANCE OF THE CITY OF BLAIR, NEBRASKA, AUTHORIZING THE ISSUANCE AND
SALE OF SEWER REVENUE BOND ANTICIPATION NOTES OF THE CITY OF BLAIR,
NEBRASKA, IN THE PRINCIPAL AMOUNT OF ONE MILLION FOUR HUNDRED FIFTY -FIVE
THOUSAND DOLLARS ($1,455,000), FOR THE PURPOSE OF PROVIDING INTERIM FINANCING
FOR THE COST OF EXTENDING, ENLARGING, IMPROVING AND MAINTAINING THE CITY'S
SEWAGE DISPOSAL PLANT AND SANITARY SEWER SYSTEM PENDING THE ISSUANCE OF
PERMANENT REVENUE BONDS OF THE CITY; PRESCRIBING THE FORM OF SAID NOTES;
AGREEING TO ISSUE THE CITY'S SEWER REVENUE BONDS TO PAY THE NOTES AT
MATURITY OR TO PAY THE NOTES FROM OTHER AVAILABLE FUNDS; ENTERING INTO A
CONTRACT ON BEHALF OF THE CITY WITH THE HOLDERS OF SAID NOTES; AND
PROVIDING FOR PUBLICATION OF THIS ORDINANCE IN PAMPHLET FORM.
BE IT ORDAINED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF BLAIR,
NEBRASKA:
Section 1. The Mayor and Council of the City of Blair hereby find and determine that the City
owns and operates its own sewage disposal plant and sanitary sewer system (the "Sewer System ") which
constitutes a revenue - producing undertaking; that it is necessary and advisable to extend, enlarge,
improve and maintain the Sewer System by constructing improvements to include sanitary sewer mains,
replacement of an existing sludge pump, installation of a new lift pump, replacement of the aeration
equipment with a new air diffuser system, replacement of the existing air pumps and construction of a
new chlorine building as well as a new SCADA control system and other related improvements and
equipment; that based upon the estimate furnished by the City's engineer, the cost of such proposed
project, including design and engineering costs and costs associated with the issuance of the Notes herein
authorized, is not less than $1,455,000; that it is necessary and advisable for such purposes that the City
issue its Sewer Revenue Bond Anticipation Notes in the principal amount of $1,455,000 pending
permanent revenue bond fmancing pursuant to Sections 18 -1803 to 18 -1805, R.R.S. Neb. 1997, as
amended; that there are presently outstanding bonds of the City for which the revenues of the Sewer
System have been pledged as follows:
Sewer System Revenue Refunding Bonds, Series 2004, of which there are presently bonds
outstanding in the principal amount of $800,000 (the "Outstanding Bonds "), issued pursuant to
Ordinance No. 2017 passed and approved on November 9, 2004 (the "Outstanding Bond
Ordinance "); and
that said Outstanding Bonds are the only presently outstanding indebtedness which constitute a lien upon
the revenues of the Sewer System; that the ordinance authorizing the Outstanding Bonds permit the
issuance by the City of bonds or notes which are junior in lien to the Outstanding Bonds with the
principal and interest of such bonds or notes to be payable from monies in the Surplus Account previously
established under the relating to the Outstanding Bonds (hereinafter, the "Surplus Account ").
Section 2. For the purpose of providing interim financing for the costs of the improvements set
out in Section 1, pending the issuance of permanent sewer revenue bonds by the City of Blair, as
described in Section 1 hereof, there shall be and there are hereby ordered issued notes of the City of Blair,
Nebraska to be known as Sewer Revenue Bond Anticipation Notes, Series 2007 (the "Notes ") in the
aggregate principal amount of One Million Four Hundred Fifty -Five Thousand Dollars ($1,455,000), with
said notes bearing interest at the rate of 4.05% per annum (said interest to be computed on the basis of a
360 -day year consisting of twelve 30 -day months), and to become due on October 1, 2010. The Notes
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 Notes shall be the date of delivery thereof. Interest on the Notes shall be
payable semiannually on April 1 and October 1 of each year, commencing April 1, 2008 (each of said
dates an "Interest Payment Date ") and the Notes shall bear such interest from the date of original issue or
the most recent Interest Payment Date, whichever is later. 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 fifteenth day of the
month immediately preceding the month in which such Interest Payment Date occurs (the "Record
Date "), subject to the provisions of Section 4 hereof. The Notes shall be numbered from 1 upwards in the
order of their issuance. The initial numbering and principal amounts for each of the Notes shall be
designated by the City Treasurer as directed by the initial purchaser thereof. Payments of interest due on
the Notes prior to maturity or early redemption shall be made by the Paying Agent and Registrar, as
designated pursuant to Section 3 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 Note, 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 3 hereof. Payments of principal due at maturity or at any date fixed for redemption
prior to maturity, together with any unpaid interest accrued thereon, shall be made by said Paying Agent
and Registrar to the registered owners upon presentation and surrender of the Notes to said Paying Agent
and Registrar. The City and said Paying Agent and Registrar may treat the registered owner of any Note
2
as the absolute owner of such Note 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 Note 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 Note 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 Notes or claims for interest to the extent of
the sum or sums so paid.
Section 3. The City Treasurer is hereby designated as Paying Agent and Registrar for the Notes.
The Paying Agent and Registrar shall keep and maintain for the City books for the registration and
transfer of the Notes at the City's offices. The names and registered addresses of the registered owner or
owners of the Notes shall at all times be recorded in such books. Any Note may be transferred pursuant
to its provisions at the offices of said Paying Agent and Registrar by surrender of such Note 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 its 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, a new Note or Notes of the same
interest rate, aggregate principal amount and maturity. To the extent of the denominations authorized for
the Notes by this ordinance, one such Note may be transferred for several such Notes of the same interest
rate and maturity, and for a like aggregate principal amount, and several such Notes may be transferred
for one or several such Notes, respectively, of the same interest rate and maturity and for a like aggregate
principal amount. In every case of transfer of a Note, the surrendered Note or Notes shall be canceled and
destroyed. All Notes issued upon transfer of the Notes so surrendered shall be valid obligations of the
City evidencing the same obligations as the Notes surrendered and shall be entitled to all the benefits and
protection of this ordinance to the same extent as the Notes upon transfer of which they were delivered.
The City and said Paying Agent and Registrar shall not be required to transfer any Note during any period
from any Record Date until its immediately following Interest Payment Date or to transfer any Note
called for redemption for a period of 30 days next preceding the date fixed for redemption.
3
Section 4. In the event that payments of interest due on the Notes 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 Notes 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 5. If the date for payment of the principal of or interest on the Notes 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.
Section 6. The Notes of this issue shall be subject to redemption, in whole or in part, prior to
maturity at the option of the City at any time on or after April 1, 2009, at par plus accrued interest on the
principal amount redeemed to the date fixed for redemption. The City may select the Notes to be
redeemed in its sole discretion, but Notes shall be redeemed only in amounts of $5,000 or integral
multiples thereof. Notes redeemed in part only shall be surrendered to the Paying Agent and Registrar in
exchange for new Notes evidencing the unredeemed principal thereof. Notice of redemption of any Note
called for redemption shall be given at the direction of the City by the Paying Agent and Registrar by mail
not less than thirty days prior to the date fixed for redemption, first class, postage prepaid, sent to the
registered owner of such Note at such owner's registered address. Such notice shall designate the Note or
Notes to be redeemed by number, the date of original issue and the date fixed for redemption and shall
state that such Note or Notes are to be presented for prepayment at the office of the Paying Agent and
Registrar. In case of any Note partially redeemed, such notice shall specify the portion of the principal
amount of such Note to be redeemed. No defect in the mailing of notice for any Note shall affect the
sufficiency of the proceedings of the City designating the Notes called for redemption or the effectiveness
of such call for Notes 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 Note for which defective notice has been given.
Section 7. The Notes shall be in substantially the following form:
4
No.
Registered Owner:
UNITED STATES OF AMERICA
STATE OF NEBRASKA
COUNTY OF WASHINGTON
SEWER REVENUE
BOND ANTICIPATION NOTE
SERIES 2007
OF THE CITY OF BLAIR, NEBRASKA
Interest Rate Maturity Date Date of Oriuinal Issue CUSIP No.
October 1, 2010
Principal Amount: Dollars
KNOW ALL PERSONS BY THESE PRESENTS: That the City of Blair, in the County of
Washington, in the State of Nebraska, hereby acknowledges itself to owe and for value received promises
to pay (but only from the sources specified herein) 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
maturity date specified above with interest thereon to maturity (or earlier redemption) from the date of
original issue or most recent Interest Payment Date, whichever is later, at the rate per annum specified
above, payable semiannually on April 1 and October 1 of each year, commencing April 1, 2008 (each of
said dates an "Interest Payment Date "), or earlier date of redemption. Said interest shall be computed on
the basis of a 360 -day year consisting of twelve 30 -day months. The principal hereof together with any
unpaid interest accrued thereon due at maturity or upon earlier redemption is payable upon presentation
and surrender of this note at the office of the City Treasurer of the City of Blair, Nebraska, as Paying
Agent and Registrar, in Blair, Nebraska. Interest on this note 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 note, as shown on the books of record maintained by the Paying Agent and
Registrar, at the close of business on the fifteenth day of the month immediately preceding the month in
which the Interest Payment Date occurs, 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 note (or
of one or more predecessor notes 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.
All notes of this issue are subject to redemption prior to maturity on April 1, 2009, or at any time
thereafter at par plus accrued interest on the principal amount redeemed to the date set for redemption.
Notice of redemption shall be given by mail to the registered owner of any note to be redeemed, not less
than thirty days prior to the date set for redemption, in the manner specified in the ordinance authorizing
the issuance of said notes. Individual notes may be redeemed in part but only in the amount of $5,000 or
any integral multiple thereof.
This note is one of an issue of fully registered notes of the total principal amount of $1,455,000,
of even date and like tenor herewith, except as to denomination, which were issued by the City for the
purpose of providing interim financing for the cost of extending, enlarging, improving and maintaining
the City's sewage disposal plant and sanitary sewer system pending the issuance of permanent sewer
revenue bonds. The issuance of this note and the other notes of this issue has been lawfully authorized by
an ordinance duly passed, approved and published by the Mayor and Council of the City of Blair in strict
compliance with Sections 18 -1803 to 18 -1805, Reissue Revised Statutes of Nebraska, 1997, as amended.
5
The interest and principal of this note are payable from monies in the Surplus Account previously
established in connection with the issuance and sale by the City of its Sewer System Revenue Refunding
Bonds, Series 2004, of which there are presently outstanding bonds in the principal amount of $800,000
(the "Outstanding Bonds "), all as described in the ordinance authorizing the issuance of said series of
notes. Reference is hereby made to said ordinance for a full description of the covenants of the City with
respect to said series of notes. In said ordinance, the City has agreed, among other things, to issue and
sell its sewer revenue bonds in an amount sufficient, along with other available funds, to enable it to take
up and pay off said series of notes at or prior to maturity.
This note shall not be a debt of the City of Blair, Nebraska, within the meaning of any
constitutional, statutory or charter limitation upon the creation of general obligation indebtedness of said
City and said City shall not be liable for the payment thereof out of any monies of the City other than
from the proceeds of sewer revenue bonds to be issued and monies in the Surplus Account. This note is
junior and subordinate to the Outstanding Bonds (and any "Additional Bonds" which may hereafter be
issued under the terms of the ordinance authorizing the Outstanding Bonds) with respect to the revenues
of the Sewer System. The City reserves the right to issue additional Sewer Revenue Bond Anticipation
Notes for the purpose of refunding the notes of this issue at or prior to maturity and for the purpose of
paying for additional improvements for its Sewer System. The ordinance under which the notes are
issued constitutes an irrevocable contract between the City and the holders of all of said notes and said
contract cannot be changed or altered without the written consent of the holders of seventy -five per cent
(75 %) in principal amount of the notes then outstanding.
This note is transferable by the registered owner or such owner's attorney duly authorized in
writing at the 'office of the City Treasurer of Blair, Nebraska, as Paying Agent and Registrar, upon
surrender and cancellation of this note and thereupon a new note or notes of the same aggregate principal
amount will be issued to the transferee as provided in the ordinance authorizing said issue of notes,
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 note 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 note be overdue or not.
If the date for payment of the principal of or interest on this note 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.
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 note did exist, did happen and were
done and performed in regular and due form and time as required by law and that the indebtedness of the
City, including this note, does not exceed any limitation imposed by law.
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 NOTE 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 NOTE 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.
6
UNLESS THIS NOTE 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
NOTE 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 note shall not be valid for any purpose until the Certificate of Authentication hereon shall
have been signed by the Paying Agent and Registrar.
IN WITNESS WHEREOF, the Mayor and Council of the City of Blair, Nebraska; have caused
this note to be executed on behalf of the City with the signatures of its Mayor and City Clerk, both of
which signatures may be facsimile signatures, and by having affixed hereto or imprinted hereon the City's
seal, all as of the date of issue shown above.
(SEAL)
ATTEST:
City Clerk
THE CITY OF BLAIR, NEBRASKA
By:
Mayor
7
For value received,
transfers unto
Security or Taxpayer I.D. N
constitutes and appoints
registration in the office of
substitution in the premises.
CERTIFICATE OF AUTHENTICATION
AND REGISTRATION
This note is one of the series designated therein and has been registered to the owner named in
said note 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 notes.
Signature Guaranteed
By
Authorized Officer
City Treasurer,
Paying Agent and Registrar
for the City of Blair, Nebraska
(FORM OF ASSIGNMENT)
hereby sells, assigns and
, (Social
o. ) the within note and hereby irrevocably
, attorney, to transfer the same on the books of
the within- mentioned Paying Agent and Registrar with full power of
8
Dated:
Registered Owner(s)
Note: The signature(s) of this assignment MUST CORRESPOND with the name(s) as written on the
face of the within note 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 8. Each of the Notes 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 Notes shall be
issued initially as "book- entry- only" notes under the services of The Depository Trust Company (the
"Depository"), with one typewritten note certificate 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 a blanket letter,
including any such letter previously executed and delivered), for and on behalf of the City, which shall
thereafter govern matters with respect to registration, transfer, payment and redemption of the Notes.
Upon the issuance of the Notes as "book -entry- only" notes, 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 Notes as securities depository (each, a "Note Participant ") or to any
person who is an actual purchaser of a Note from a Note Participant while the Notes 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 Note Participant with respect to any ownership
interest in the Notes,
(ii) the delivery to any Note Participant, any Beneficial Owner
or any other person, other than the Depository, of any notice with respect
to the Notes, including any notice of redemption, or
(iii) the payment to any Note Participant, any Beneficial Owner
or any other person, other than the Depository, of any amount with
respect to the Notes. The Paying Agent and Registrar shall make
payments with respect to the Notes 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 Notes to the extent of the sum or sums so paid. No person other
than the Depository shall receive an authenticated Note, 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 Notes
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 Notes or (ii) to make
available Notes registered in whatever name or names as the Beneficial Owners
transferring or exchanging such Notes shall designate.
9
(c) If the City determines that it is desirable that certificates representing the
Notes be delivered to the ultimate beneficial owners of the Notes 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 Note Participants of the availability
through the Depository of note certificates representing the Notes. In such event, the
Paying Agent and Registrar shall issue, transfer and exchange note certificates
representing the Notes 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 Note is registered in the name of the Depository or any nominee thereof, all
payments with respect to such Note and all notices with respect to such Note shall be
made and given, respectively, to the Depository as provided in the Letter of
Representations.
(e) Registered ownership of the Notes may be transferred on the books of
registration maintained by the Paying Agent and Registrar, and the Notes 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.
(f) In the event of any partial redemption of a Note unless and until such partially
redeemed Note 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 Note as is then outstanding and all of the Notes issued to the Depository or its nominee shall
contain a legend to such effect.
If for any reason the Depository is terminated or resigns and is not replaced, the City shall immediately
provide a supply of printed note 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. 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, 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 Note shall cease to be such
officer before the delivery of such Note (including such note certificates delivered to the Paying Agent
1 0
and Registrar for issuance upon transfer or partial redemption), 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 Note. The City Treasurer shall maintain a record of
information with respect to said Notes in accordance with the requirements of Section 10 -140, R.R.S.
Neb. 1997, as amended, and shall cause the same to be filed with the Auditor of Public Accounts of the
State of Nebraska. After execution of the Notes they shall be delivered to the Paying Agent and Registrar
for registration and said Paying Agent and Registrar shall execute a certificate on each Note showing such
registration and authentication thereof. Upon execution and registration of the Notes, they shall be
delivered to the City Treasurer who is authorized to deliver them to Ameritas Investment Corp., as initial
purchaser thereof upon receipt of 98.90% of the principal amount of the Notes plus accrued interest
thereon to date of payment for the Notes. The officers of the City (or any one of them) are hereby
authorized to execute and deliver the Note Purchase Agreement for and on behalf of the City. Said initial
purchaser shall have the right to direct the registration of the Notes and the denominations, subject to the
restrictions of this ordinance. Such purchaser and its agents, representatives and counsel (including its
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 Notes, including, without limitation, authorizing the
release of the Notes by the Depository at closing.
Section 9. The City Clerk is hereby directed to make and certify a transcript of the proceedings
of the City precedent to the issuance of said Notes which shall be delivered to the purchaser of said Notes.
Section 10. The City hereby covenants and agrees to issue and sell its sewer revenue bonds in a
sufficient amount and at such times as will enable it to take up and pay off the Notes herein ordered
issued, both principal and interest, at or prior to maturity, if not previously paid from other sources. The
City agrees that the payment of interest on the Notes shall be provided for out of the Surplus Account,
from revenues of the City's Sewer System, to the extent permitted, from the proceeds of the Notes (during
any construction period) or from the issuance of other sewer revenue bond anticipation notes or sewer
revenue bonds. The City further agrees that it will establish, maintain and collect rates and charges for its
Sewer System throughout the life of said Notes sufficient to enable the City to issue and sell its sewer
1 1
revenue bonds in an amount sufficient to pay in full the Notes at or prior to maturity and agrees to use the
proceeds of such sale of sewer revenue bonds for taking up and paying off said Notes at or prior to
maturity to the extent not provided for from other sources. The City further agrees that said rates and
charges shall also be sufficient, after taking into consideration any other revenues available, to provide for
all costs associated with the ownership, operation, maintenance, renewal and replacement of the City's
Sewer System, including providing for payment of debt service on the Outstanding Bonds and the Notes
herein authorized. The Notes shall not be a debt of the City within the meaning of any constitutional,
statutory, or charter limitation upon the creation of general obligation indebtedness of the City, and the
City shall not be liable for the payment thereof out of any money of the City other than from monies
received by the issuance and sale of permanent sewer revenue bonds, as described herein, and from
monies in the Surplus Account as required to be maintained by the Outstanding Bond Ordinance and this
ordinance. The Surplus Account, previously established under the Outstanding Bond Ordinance, is
hereby ratified and confirmed. Pending payment from the proceeds of such sewer system revenue bonds,
the Notes are payable only and solely from the Surplus Account, and as such are subject to the prior
payment of operation and maintenance expenses and all payments with respect to the Outstanding Bonds
and any Additional Bonds which may from time to time be issued and outstanding, all as described in the
Outstanding Bond Ordinance. Subject to the terms of the Outstanding Bond Ordinance, the holders of the
Notes have a lien on the revenue and earnings of the City's Sewer System, which lien shall be in all
respects junior to the lien in favor of the Outstanding Bonds (and any "Additional Bonds" which may be
issued under the terms of the Outstanding Bond Ordinance). The lien provided for in this ordinance in
favor of the holders of the Notes shall not prevent the City from applying the revenues of the Sewer
System to any purpose permitted by law including the payment of the costs of further improvements to
the Sewer System and payments on general obligation indebtedness incurred for improvements to the
Sewer System, so long as there is no default in the payment of principal or interest due on the Notes. The
City reserves the right to issue additional sewer revenue bond anticipation notes for the purpose of
refunding the Notes at or prior to maturity and for the purpose of paying additional costs of extending,
enlarging and improving the Sewer System. Any such additional notes may be issued on the basis of an
12
equal lien with the lien in favor of the Notes upon the revenues of the City's Sewer System.
Section 11. Monies in the Surplus Account shall be invested as provided in the Outstanding
Bond Ordinance. Such investments shall mature or be redeemable at the option of the holder at such time
or times as shall make funds available when needed for the purposes of paying said principal and interest.
Any earnings on such investments when realized and collected shall be transferred to the Construction
Fund, as described herein, and held and applied in the same manner as other moneys therein. The City
Treasurer is hereby directed to disburse moneys in the Surplus Account to pay principal and interest on
the Notes herein authorized as the same fall due, without further authorization.
Section 12. There is hereby established with the City Treasurer of the City of Blair, Nebraska, a
special fund to be known as the "City of Blair, Sewer Revenue Bond Anticipation Note Construction
Fund ", herein referred to as the "Construction Fund ". Into the Construction Fund there shall be deposited
the balance of proceeds from the sale of the Notes herein authorized after payment of issuance expenses.
Said Construction Fund shall be kept separate and apart from all other funds of the City. Moneys in the
Construction Fund shall be used and applied to pay the costs of the improvements to the City's Sewer
System as directed by the Mayor and Council of the City of Blair, and moneys in the Construction Fund
not required to pay for improvements may be applied to the redemption of said Notes on or before
maturity. Moneys in the Construction Fund which are not immediately required for paying the costs of
the improvements shall be invested in any investments which are permissible for funds of a city of the
first class. Such investments shall mature or be redeemable at the option of the holder at such time or
times as shall make funds available when needed for purposes of paying the costs of the improvements to
the Sewer System. Any earnings on such investments shall be used for paying the costs of the
improvements in the same manner as other moneys in the Construction Fund. Monies in the Construction
Fund may be transferred to the Surplus Account for payment of interest falling due on the Notes.
Section 13. The City hereby reserves the right, subject to the terms of the Outstanding Bond
Ordinance and this ordinance, to issue additional Sewer Revenue Bond Anticipation Notes for the
purpose of refunding the Notes herein ordered issued at or prior to maturity and for paying additional
costs of extending, enlarging and improving the City's Sewer System. This ordinance shall constitute an
13
irrevocable contract between the City and the registered owners of all of said Notes and said contract
cannot be changed or altered without the written consent of the registered owners of 75% in principal
amount of Notes then outstanding.
Section 14. The City Treasurer shall be bonded, including coverage under his official bond, in an
amount sufficient to cover the moneys which maybe placed in his hands pursuant to the provisions of this
ordinance and otherwise sufficient to comply with the Outstanding Bond Ordinance Any other person
employed by the City in the collection or handling of moneys derived from or related to the City's Sewer
System and derived from and related to the funds provided for in this ordinance shall also be bonded in
amounts sufficient to cover the moneys which may be placed in his hands. The amount and sufficiency of
such bonds shall be determined by the Mayor and Council and such bonds shall have as surety thereon a
reputable insurance company authorized to do business in the State of Nebraska.
Section 15. The City will maintain as long as any of said Notes are outstanding with reputable
insurance companies insurance as required under the terms of the Outstanding Bond Ordinance, which
shall include insurance on the City's Sewer System including improvements described in Section 1, of the
kind and in the amounts as would commonly be carried by private utilities engaged in and operating the
same or similar utilities. Such insurance shall include, but not necessarily be limited to, workers'
compensation, public liability, fire, windstorm and comprehensive coverage. In the event of any loss or
damage to any part of the Sewer System, the proceeds of which may be collected or paid on any policy or
policies covering the same, shall be used by the City to rehabilitate said Sewer System.
Section 16. The holders of the Notes of this issue shall be subrogated to all rights of the registered
owners of any claims which are paid from the proceeds of said Notes.
Section 17. The City hereby covenants to the purchasers and registered owners of the Notes
hereby authorized that it will make no use of the proceeds of said Note issue, including monies held in
any sinking fund for the Notes, which would cause the Notes 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 issue. The City hereby covenants and agrees to take all actions necessary
under the Code to maintain the tax exempt status (as to taxpayers generally) of interest payable on the
14
Notes, including reporting and payment of rebate amounts under Section 148 of the Code if and to the
extent required.
Section 18. In accordance with the requirements of Rule 15c2 -12 (the "Rule ") promulgated by
the Securities and Exchange Commission, the City hereby agrees that it will provide the following
continuing disclosure information:
(a) to each nationally recognized municipal securities information repository (a
"NRMSIR ") and to the Underwriter, the City shall provide annual financial and operating
information generally consistent with the information set forth under the heading
"SUMMARY FINANCIAL STATEMENT" in the Official Statement for the Notes and
the City's audited financial statements; such information is expected to be available not
later than seven months after the end of each fiscal year for the City; audited financial
information shall be provided for the business -type activities contained in the
government -wide and fund financial statements as well as the proprietary fund and
fiduciary fund financial statements using the economic resources measurement focus and
the accrual basis of accounting in conformity with generally accepted accounting
principles;
(b) in a timely manner to each NRMSIR or to the Municipal Securities Rulemaking
Board ( "MSRB "), notice of the occurrence of any of the following events with respect to
the Notes, if in the judgment of the City, such event is material:
(1) principal and interest payment delinquencies,
(2) non - payment related defaults,
(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 or events affecting the tax - exempt status of the
Notes,
(7) modifications to rights of the Noteholders,
(8) Note calls,
(9) defeasances,
(10) release, substitution, or sale of property securing repayment of the
Notes, and
(11) rating changes.
15
The City has not undertaken to provide notice of the occurrence of any other material
event, except the events listed above.
(c) in a timely manner to each NRMSIR or to the MSRB notice of any failure on the
part of the City to provide required annual financial information not later than seven
months from the close of the City's fiscal year.
Any filing with respect to this ordinance may be made solely by transmitting such filing to
the Texas Municipal Advisory Council (the "MAC ") as provided at
http: / /www.disclosureusa.org unless the United States Securities and Exchange
Commission has withdrawn the interpretive advice in its letter to the MAC dated
September 7, 2004.
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, to the extent necessary or appropriate in the judgment of
the City, consistent with the Rule. Disclosure to the MSRB under this section shall be required only as
and to the extent provided in the Rule as it may be amended from time to time. The City hereby agrees
that such covenants are for the benefit of the registered owners of the Notes (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 this ordinance. The continuing disclosure obligations
of the City under this ordinance, as described above, shall cease when none of -the Notes remain
outstanding.
Section 19. All ordinances, resolutions or orders, or parts thereof, in conflict with the provisions
of this ordinance are to the extent of said conflict hereby repealed.
Section 20. The Preliminary Official Statement is hereby approved and the Mayor and City Clerk
are hereby authorized to approve on behalf of the City a final Official Statement with any changes
deemed appropriate by them. The Mayor, City Clerk, Treasurer and Fiscal Administrator of the City are
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 Notes.
16
Section 21. This ordinance shall be published in pamphlet form and shall be in full force and
effect from and after its passage as provided by law.
PASSED AND APPROVED this 2 (p day of ' S U rl e- . 2007.
(SEAL)
Z6/41„,
City Clerk
17