2485ORDINANCE NO. 2485
COUNCIL MEMBER WOLFF INTRODUCED THE FOLLOWING ORDINANCE:
AN ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION VARIOUS
PURPOSE BONDS OF THE CITY OF BLAIR, NEBRASKA, IN THE PRINCIPAL AMOUNT OF NOT
TO EXCEED FIVE MILLION EIGHT HUNDRED THOUSAND DOLLARS ($5,800,000) FOR THE
PURPOSE OF PAYING THE COST OF STREET IMPROVEMENTS IN PAVING DISTRICT NOS. 200,
201, 202 AND 203, PAYING THE COST OF WATER IMPROVEMENTS IN WATER EXTENSION
DISTRICT NOS. 55, 56,57 AND 58, PAYING THE COST OF SEWER IMPROVEMENTS IN SANITARY
SEWER EXTENSION DISTRICT NOS. 77, 78, 79 AND 80; DIRECTING THE APPLICATION OF THE
PROCEEDS OF SAID BONDS; PRESCRIBING THE FORM OF SAID BONDS; PROVIDING FOR THE
LEVY AND COLLECTION OF TAXES TO PAY THE SAME; PROVIDING FOR THE SALE OF THE
BONDS; AUTHORIZING OFFICERS OF THE CITY TO ESTABLISH THE FINAL TERMS OF THE
BONDS; AUTHORIZING THE DELIVERY OF THE BONDS TO THE PURCHASER; AND ORDERING
THE ORDINANCE PUBLISHED IN PAMPHLET FORM.
BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF BLAIR, NEBRASKA:
Section 1. The Mayor and Council find and determine: that pursuant to ordinances heretofore duly
enacted, Paving District Nos. 200, 201, 202 and 203 were created in said City and certain street improvements
were constructed in said districts (collectively, the "Street Project"), Water Extension District Nos. 55, 56, 57,
and 58 were created in said City and certain water improvements were constructed in said districts
(collectively, the "Water Project") and Sanitary Sewer Extension District Nos. 77, 78, 79 and 80 were created
in said City and certain sewer improvements were constructed in said districts (collectively, the "Sewer
Project", together with the Street Project and the Water Project, the "Project"); that the cost of said
improvements as heretofore found by the City's engineers and by the Mayor and Council is not less than
$5,800,000; that additional miscellaneous costs requiring financing, including interest on warrants and
miscellaneous expenses, have been or are being incurred for said improvements; that special assessments have
been levied according to law on the real estate in said districts specially benefited by said improvements and
such special assessments are valid liens on the lots and tracts of land upon which they are assessed; that after
applying available monies collected from special assessments and other funds available for such purpose,
there still remains due and payable from the City on the costs for said districts not less than $5,800,000.
Section 2, The Mayor and Council of the City of Blair, Nebraska, further find and determine: That
all conditions, acts and things required to exist or to be done precedent to the issuance of Various Purpose
Bonds of the City of Blair, Nebraska, in the principal amount of not to exceed Five Million Eight Hundred
Thousand Dollars ($5,800,000) under Sections 16-623, 16-626, 18-1801 and 18-1802 and 19-2405 R.R.S.
Neb. 2012, as amended, to pay the costs described in Sections 1 hereof do exist and have been done as
required by law.
Section 3. For the purposes described in Sections 1 and 2 hereof, there shall be and there are hereby
ordered issued General Obligation Various Purpose Bonds of the City of Blair, Nebraska, to be issued in one
or more series in the aggregate stated principal amount of not to exceed Five Million Eight Hundred
Thousand Dollars ($5,800,000) (the "Bonds"); provided, that the Bonds shall be issued in such amounts and
series, shall mature, be subject to redemption, bear such series designation, shall bear interest at the rate or rates
per annum and shall be issued and sold on such other terms as shall be determined in a written designation for
each series of the Bonds (each, a "Designation") signed by the Mayor, City Administrator or the City Treasurer
(each, an "Authorized Officer") on behalf of the City and which may be agreed to by Piper Sandler & Co. (the
"Underwriter"), all within the following limitations:
(a) the aggregate stated principal amount of all series of the Bonds shall not exceed
$5,800,000;
(b) the true interest cost of any series of the Bonds shall not exceed 5.00%;
(c) the longest maturity of the Bonds may not be later than December 31, 2042;
(d) two or more of the principal maturities may be combined and issued as "term bonds" and
the Authorized Officer may determine the mandatory sinking fund payments and mandatory
redemption amounts; 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).
The Authorized Officers (or any one of them) are hereby authorized to make such determinations for each series
of Bonds on behalf of the Mayor and Council and to evidence the same by execution and delivery of a
Designation (which may be, or be a part of, a bond purchase agreement as described in Section 9 below) and
such determinations, when made and agreed to by the Underwriter, 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 on March 15, 2023, and semi-annually
thereafter on March 15 and September 15 of each year (or such other interest payment date or dates as may be
set out in the applicable Designation, each an "Interest Payment Date"), 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. The interest due on each Interest Payment Date shall be payable to the
registered owners of record as of the 1511' day immediately preceding the Interest Payment Date (or such other
record date as may be set out in the applicable Designation, the "Record Date"), subject to the provisions of
Section 6 hereof. The Bonds shall be numbered from 1 upwards in the order of their issuance. No Bond shall be
issued originally or upon transfer or partial redemption having more than one principal maturity. The initial bond
numbering and principal amounts for each of the Bonds issued shall be as directed by the initial purchaser
thereof. Payments of interest due on the Bonds prior to maturity or earlier redemption 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 due at maturity or at any date
fixed for redemption prior to maturity, together with any unpaid accrued interest thereon, 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. Unless otherwise determined in the Designation, the City Treasurer is hereby designated
as the Paying Agent and Registrar for the Bonds provided that the City reserves the right to designate a bank
or trust company to serve in such capacity and upon such agreed terms as shall be determined by the Mayor
and Council. The Paying Agent and Registrar shall keep and maintain for the City books for the registration
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and transfer of the Bonds at the City offices. 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 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 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 for a period of 30
days next preceding the date fixed for redemption.
Section 5. 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. 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 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 7. Unless as otherwise provided in the Designation, the Bonds shall be subject to redemption,
in whole or in part, prior to maturity at any time on or after the fifth anniversary of the date of original issue
thereof, at par plus accrued interest on the principal amount redeemed to the date fixed for redemption. Any
Bonds issued as term bonds (as may be determined in the Designation) shall be redeemed for the years and in
the principal amounts as determined in the Designation. Any scheduled 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 Bonds issued as
term bonds for mandatory redemption using any random method of selection deemed appropriate by the
Paying Agent and Registrar. The City may select the Bonds to be redeemed for optional redemption in its
sole discretion. The Bonds shall be redeemed only in amounts of $5,000 or integral multiples thereof. Bonds
redeemed in part only shall be surrendered to said Paying Agent and Registrar in exchange for a new Bond
evidencing the unredeemed principal thereof. Notice of redemption of any Bond called for redemption shall
be given, at the direction of the City by said Paying Agent and Registrar in the case of optional redemption
and without further direction in the case of mandatory redemption, by said Paying Agent and Registrar by
mail not less than 30 days prior to the date fixed for redemption, first class, postage prepaid, sent to the
registered owner of such Bond at said owner's registered address. Such notice shall designate the Bond or
Bonds to be redeemed by maturity or otherwise, the date of original issue, series and the date fixed for
redemption and shall state that such Bond or Bonds are to be presented for prepayment at the office of said
Paying Agent and Registrar. In case of any Bond partially redeemed, such notice shall specify the portion of
the principal amount of such Bond to be redeemed. No defect in the mailing of notice for any Bond shall
affect the sufficiency of the proceedings of the City designating the Bonds called for redemption or the
effectiveness of such call for Bonds for which notice by mail has been properly given and the City shall have
the right to direct further notice of redemption for any such Bond for which defective notice has been given.
In the event term maturities and mandatory redemption amounts are determined in the Designation, the
provisions of this Section 7 shall apply generally to mandatory redemptions.
Section 8. The Bonds shall be in substantially the following form:
0
UNITED STATES OF AMERICA
STATE OF NEBRASKA
COUNTY OF WASHINGTON
GENERAL OBLIGATION VARIOUS PURPOSE BOND OF
THE CITY OF BLAIR, NEBRASKA
SERIES 2022
RM
Interest Rate Maturity Date Date of Original Issue CUSIP No.
Registered Owner:
Principal Amount:
Dollars ($ )
KNOW ALL PERSONS BY THESE PRESENTS: That the City of Blair, in the County of
Washington, in the State of Nebraska (the "City"), hereby acknowledges itself to owe and for value received
promises to pay 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,
payable semiannually on and of each year, commencing
(each of said dates an "Interest Payment Date"). Said interest shall be computed on the basis of a 360 -day
year consisting of twelve 30 -day months. The principal hereof and unpaid accrued interest thereon due at
maturity or upon redemption prior to maturity are payable upon presentation and surrender of this bond at the
office of the City Treasurer, 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 Interest Payment Date, to such owner's registered address as shown on such books
and records (the "Record Date"). 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. For the prompt payment of this bond, principal and interest, as the same
become due, the full faith, credit and resources of said City are hereby irrevocably pledged.
This bond is one of an issue of fully registered bonds of the total principal amount
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 purpose of 1) paying pay the costs of improving streets
and alleys, intersections and areas formed by the crossing of streets, avenues or alleys and streets adjacent to
real estate owned by the City in Paving District Nos, 200, 201, 202 and 203, paying the cost of water
improvements in Water Extension District Nos. 55, 56, 57, and 58, and paying the cost of sewer
improvements in Sanitary Sewer Extension District Nos. 77, 78, 79 and 80 of the City, and 2) paying the cost
of issuance of the Bonds, all in strict compliance with Sections 16-623, 16-626,18-1801 and 18-1802 and 19-
2405 R.R.S. Neb. 2012, as amended. The issuance of said bonds has been authorized by proceedings duly
had and an ordinance legally passed, approved and published by the Mayor and Council of said City.
Bonds of this 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 thereof, at par plus interest accrued on the
principal amount redeemed to the date fixed for redemption. The Term Bonds are required to be redeemed
prior to their stated maturity, commencing on ,and continuing on of each
year thereafter, which redemptions shall be in the years and for the principal amounts set forth below:
Year of Redemption Amount Required to be Redeemed
Such scheduled 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 authorizing said issue of bonds. 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 aggregate principal amount, interest rate and maturity will be issued to the
transferee as provided in the ordinance authorizing said issue of bonds, 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.
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 and that the indebtedness of said City,
including this bond, does not exceed any limitation imposed by law. The special assessments levied upon real
estate specially benefited by the improvements in said improvement districts are valid liens on the lots and
tracts of land upon which they have been or shall be levied and when collected shall be set aside and
constitute a sinking fund for the payment of the principal and interest of this bond and the bonds of this issue;
the City agrees that it will levy and collect said special assessments and, in addition thereto, will cause to be
levied and collected annually a tax by valuation on all the taxable property in the City, in addition to all other
taxes, sufficient in rate and amount to fully pay the principal and interest of this bond and the other bonds of
this issue as the same become due.
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.
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 or affixed hereto, all as of the date of original
issue specified above.
ATTEST:
City Clerk
(SEAL)
7
CITY OF BLAIR, NEBRASKA
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.
City Treasurer,
Paying Agent and Registrar
for the City of Blair, Nebraska
(Form of Assignment)
For value received hereby sells, assigns and transfers unto
(Social Security or Taxpayer I.D. No.
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.
Dated:
Registered Owner(s)
Signature Guaranteed
Authorized Officer(s)
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. 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 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 Bonds. With respect to the 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, 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.
(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 is terminated or resigns and is not replaced, the City shall
immediately provide a supply of printed bond certificates 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 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), 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. 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 Piper Sandler & Co., as initial purchaser thereof, upon receipt of not less than
98.50% of the principal amount thereof, plus or minus original issue discount and/or premium (within the
limitations of Section 2), plus accrued interest thereon, if any, to date of payment for the Bonds. Such
Underwriter 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
Bonds, including without limitation, authorizing the release of the Bonds by the Depository at closing. Said
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 approve, execute and deliver a Bond Purchase Agreement for and on behalf of the City.
The Treasurer of the City shall maintain a record of information with respect to the Bonds as required under
Section 10-140, R.R.S. 2012, and shall cause the same to be filed in the office of the Auditor of Public
Accounts of the State of Nebraska. The City Clerk shall make and certify a duplicate transcript of the
proceedings of the Mayor and Council with respect to the Bonds which shall be delivered to the Underwriter.
The officers of the City are further authorized to take such actions as such officers may deem necessary or
appropriate in order to carry out the terns of this Ordinance.
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Section 10. The proceeds of the Bonds shall be applied to paying costs of construction of the Project
as described in Section 1 hereof or to the payment of warrant or other indebtedness incurred for the payment
of said costs and to pay issuance costs. The City agrees that it shall cause to be levied and collected annually
a special levy of taxes on all the taxable property in this City, in addition to all other taxes, sufficient in rate
and amount to fully pay the principal of and interest on the Bonds when and as such principal and interest
become due. Accrued interest, if any, received from the sale of the Bonds shall be applied to pay interest
falling due on said Bonds on the first Interest Payment Date on the Bonds.
Section 11. The special assessments levied and to be levied as described in this Ordinance and the
interest on said assessments shall constitute a sinking fund for the payment of the principal of and interest on
the Bonds. The City agrees that it will levy and collect said special assessments and, in addition thereto, shall
cause to be levied and collected annually a special levy of taxes on all the taxable property in the City, in
addition to all other taxes, sufficient in rate and amount to make up the deficiency between the amounts
collected on said special assessments and the amount required to fully pay the principal of and interest on the
Bonds when and as such principal and interest become due.
Section 12. The City hereby covenants to the purchasers and holders of the Bonds hereby authorized
that it will make no use of the proceeds of said bond issue, including monies held in any sinking fund for the
Bonds, which would cause 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 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 Bonds. As and to the extent not deemed
designated, the City hereby designates the Bonds as its "qualified tax-exempt obligations" pursuant to Section
265(b)(3)(B)(i)(III) of the Code and covenants and warrants that it does not reasonably expect to issue tax-
exempt bonds or other tax-exempt interest bearing obligations aggregating in principal amount more than
$10,000,000 during the calendar year in which the Bonds are issued, excluding for such purposes any and all
"private activity bonds" issued by the City in such year within the meaning of Section 141 of the Code other
than "qualified 501(c)(3) bonds" as defined is Section 145 of the Code.
11
Section 13. The City's obligations under this Ordinance with respect to any or all of the Bonds
herein authorized shall be fully discharged and satisfied as to any or all of such Bonds and any such Bond
shall no longer be deemed to be outstanding hereunder if such Bond has been purchased by the City and
canceled or when the 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 (i) sufficient money to make such payment and/or (ii) direct general obligations
(including obligations issued or held in book entry form on the books of the Department of Treasury of the
United States of America) of or obligations the principal and interest of which are unconditionally guaranteed
by the United States of America (herein referred to as "U.S. Government Obligations") in such amount and
bearing interest payable 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 called
such bond for redemption and given notice of such redemption as provided by law or made irrevocable
provision for the giving of such notice. Any money so deposited with a bank or trust company may be
invested or reinvested in U. S. Government Obligations at the direction of the City, and all interest and income
from U.S. Government Obligations 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 or U.S. Government Obligations
were deposited shall be paid over to the City as and when collected.
Section 14. 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;
(14) appointment of a successor or additional trustee or the change of name of a
trustee, if material;
(15) incurrence of a Financial Obligation, if material, or agreement to covenants,
events of default, remedies, priority rights or other similar terms of a Financial Obligation,
any of which affect security holders, if material. The term "Financial Obligation" for this
subsection (15) is defined as (i) a debt obligation, (ii) derivative instrument entered into in
connection with, or pledged as security or a source of payment for, an existing or planned
debt obligation; or (iii) guarantee of a debt obligation or any such derivative instrument;
provided that "Financial Obligation" shall not include municipal securities as to which a
final official statement (as defined in the Rule) has been provided to the MSRB consistent
with the Rule; or
(16) default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a financial obligation, any of which reflect financial
difficulties.
(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 15. Each Authorized Officer is authorized to prepare, approve and deem final on behalf of
the City a preliminary official statement for use by the Underwriter in connection with the offering and sale of
the Bonds, and to approve a final official statement in accordance with any applicable governing laws, rules
or regulations.
Section 1 6 . 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.
Section 17. This Ordinance is hereby determined to be a measure necessary to carry out the City's
contractual obligations on warrants issued to pay costs of the improvements described in this Ordinance and
this Ordinance shall be in force and take effect from and after its passage and publication in pamphlet form as
provided by law.
,x
PASSED AND APPROVED this day of�� Jt, , 2022.
IQ1A .
City Clerk
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 http://www.irs.gov/taxexemptbond, or elsewhere) and the Municipal Securities Rulemaking Board
(either on its Electronic Municipal Market Access website ["EMMA"] at
http://www.emma.msLb.or), 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.
State of Nebraska, County of Washington
Chris Rhoades, Being by me first duly sworn,
deposes and says that he is the Associate
Publisher of the Pilot -Tribune , a legal weekly
newspaper printed and published at Blair, in
Washington County, Nebraska and of general
circulation in said County and State: that said
newspaper has a bona fide circulation of more
than 3000 copies weekly, in said County: and
has been published in said County for more
than 52 successive weeks prior to the first
publication of the attached notice, that the
attached notice was published in said
newspaper for 1 consecutive week(s) being
the issues of.
8/16/2022
Date(s)
C oades, Associate Publisher
Subscribed in my presence, and sworn to
before me this date:
August 16, 2022
, A�lt C")
�ULUAJIJ
-� Notary
?AL NOTARY. Stale of Nebraska
it SHAUNA GERKE
'4 Comm. Exp, July 24, 2023
Cost information
Printers Fee $ 28.80
Aff & billing prep fee
Notary Fee
Copy Fee
Additional Affidavits
25% mins discount
Total Amount Due $ 28.80
Affidavit of Publication: