2021-03-17 SAI Properties V Inc Correspondence to CDAMarch 17, 2021
Community Development Agency of the City of Blair Nebraska
Attention: City Clerk
218 S 16th St
Blair, NE 68008
Re: Tax Increment Revenue Bond of the Community Development Agency of
the City of Blair, Nebraska (The Hayden Place Redevelopment Project—
Phase One), Series 2021, date of issue — March 17, 2021
Ladies and Gentlemen:
The undersigned is the initial registered owner of the above Bond issued by the
Community Development Agency of the City of Blair, Nebraska (the "Agency"). The
representations and statements made in this letter are made as an inducement to the Agency in
connection with the issuance of the above Bond (the "Bond"). The undersigned acknowledges
and represents that it has been advised that the Bond is not registered under the Securities Act of
1933, as amended, and that the Agency is not presently required to register under Section 12 of
the Securities and Exchange Act of 1934. The undersigned therefore recognizes that if and when
the undersigned may wish to resell the Bond as held by it there may not be any available current
business and financial information about the Agency or the project being financed by the Bond.
Further the undersigned realizes that no trading market presently exists or is expected to exist for
the Bond. The undersigned understands that it may need to bear the risks of an investment in the
Bond for an indefinite period of time, since any sale prior to maturity of the Bond may not be
possible or may be at a price below that which the undersigned is paying for the Bond.
It is understood that the undersigned has undertaken to verify the accuracy and
completeness and truth of any statements made or omitted to be made concerning any of the
material facts relating to the Bond and the project being financed and transactions relating
thereto, including information regarding the operations and financial condition of SAI Properties
V, Inc., a Nebraska corporation, as the redeveloper for said project (the "Redeveloper"), and said
project. The undersigned has conducted its own investigation and has had discussions with
officials of the Agency and the Redeveloper.
In connection with the purchase of the Bond, the undersigned hereby acknowledges and
represents that the undersigned is acquiring the Bond for its own account for investment and not
Community Development Agency
of the City of Blair, Nebraska
Page - 2
with a view to the resale or distribution. The undersigned has sufficient knowledge and
experience in financial and business matters to be able to evaluate the risks and merits of the
investment represented by the purchase of the Bond, has financial resources sufficient to sustain
the risks related to holding the Bond and is aware of the intended use of the proceeds and risks
involved therein.
THE UNDERSIGNED UNDERSTANDS THAT THE BOND IS A LIMITED
OBLIGATION OF THE AGENCY AND IS NOT SECURED BY ANY OBLIGATION OR
PLEDGE OF ANY MONIES RECEIVED OR TO BE RECEIVED FROM TAXATION,
OTHER THAN TAX INCREMENT REVENUES AS DESCRIBED IN THE RESOLUTION
AUTHORIZING THE BOND. THE UNDERSIGNED UNDERSTANDS THAT THE BOND
IS NOT AN OBLIGATION OF THE CITY OF BLAIR, EXCEPT AS TO ITS COMMUNITY
DEVELOPMENT AGENCY OF WHICH IT IS A LIMITED OBLIGATION, THAT THE
BOND IS NOT AN OBLIGATION OF THE STATE OF NEBRASKA OR ANY POLITICAL
SUBDIVISION OF THE STATE OF NEBRASKA OR TAXING AUTHORITY THEREOF,
OTHER THAN OF SUCH AGENCY, AND THAT NO RIGHT EXISTS TO HAVE TAXES
LEVIED BY THE CITY OF BLAIR OR THE STATE OF NEBRASKA OR ANY POLITICAL
SUBDIVISION THEREOF FOR THE PAYMENT OF PRINCIPAL OF OR INTEREST ON
SAID BOND, OTHER THAN SAID TAX INCREMENT REVENUES.
The undersigned acknowledges that it has made its own investigation and inquiry
concerning the due corporate authorization and execution of all documents executed and
delivered by Redeveloper related to the Bond and has not relied upon the City or its counsel or
special bond counsel concerning any such matters.
The undersigned acknowledges that the principal amount of the Bond has been
established based upon estimated costs of development under the terms of an agreement between
the Redeveloper and the Agency. Such estimates have been established in order to assure the
initial registered owner of the Bond with the fullest anticipated potential benefits related to tax
increment revenues and the principal amount and interest thereon as set may not prove payable
from such revenues. The undersigned acknowledges that the Agency has not undertaken or
contracted in any way that such redevelopment will be commenced or completed and that such
undertaking is the sole responsibility of the Redeveloper.
The undersigned acknowledges further that the principal amount and interest rate on the
Bond have also been established with respect to taxable valuations which are expected to be
related to estimated costs and that the final assessment and taxable valuations determined by the
appropriate assessing officials may be materially different from such projected assessment and
that such principal amount and interest have also been established based upon estimated taxing
rates to apply in the future and that such taxing rates could also be materially different from such
estimated rates.
Community Development Agency
of the City of Blair, Nebraska
Page - 3
The undersigned acknowledges that it has been advised that interest on the Bond is not
exempt from Nebraska state or federal income taxes, and that the City and Agency have not
provided any assurances with respect to the tax consequences to the undersigned with respect to
the transaction described herein. The undersigned further acknowledges that any future transfer
of the Bond may only be made to a subsequent transferee registered owner who is able to
execute and does execute a letter similar in form and substance to this investment letter, a copy
of which shall have been delivered to the Agency.
Very truly yours,
SAI Properties V, Inc.,
a Nebraska corporation
By: " g
Name: r '`.
Title:, w
DOCS/2609185.1